FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 1998 ------------------ OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------------- --------------- Commission file number 0-565 ----- ALEXANDER & BALDWIN, INC. ------------------------- (Exact name of registrant as specified in its charter) HAWAII 99-0032630 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P. O. BOX 3440, HONOLULU, HAWAII 96801 822 BISHOP STREET, HONOLULU, HAWAII 96813 ----------------------------------- ----- (Address of principal executive (Zip Code) offices) (808) 525-6611 -------------- (Registrant's telephone number, including area code) N/A --- (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Number of shares of common stock outstanding as of September 30, 1998: 44,710,740
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - ----------------------------- The condensed financial statements and notes for the third quarter and first nine months of 1998 are presented below with comparative figures from the 1997 financial statements. <TABLE> ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF INCOME (In thousands, except per share amounts) <CAPTION> Three Months Ended Nine Months Ended September 30 September 30 1998 1997 1998 1997 ---- ---- ---- ---- (unaudited) (unaudited) <S> <C> <C> <C> <C> Revenue: Net sales, revenue from services and rentals $322,204 $321,869 $967,973 $905,861 Interest, dividends and other 4,158 4,137 15,621 34,325 -------- -------- -------- -------- Total revenue 326,362 326,006 983,594 940,186 -------- -------- -------- -------- Costs and Expenses: Costs of goods sold, services and rentals 271,563 258,414 810,724 740,546 Selling, general and administrative 26,520 26,260 79,830 79,353 Interest 6,229 6,770 18,602 22,515 Income taxes 8,270 12,690 27,914 36,396 -------- -------- -------- -------- Total costs and expenses 312,582 304,134 937,070 878,810 -------- -------- -------- -------- Net Income $ 13,780 $ 21,872 $ 46,524 $ 61,376 ======== ======== ======== ======== Basic Earnings Per Share $ 0.31 $ 0.48 $ 1.04 $ 1.36 Diluted Earnings Per Share $ 0.31 $ 0.48 $ 1.03 $ 1.35 Dividends Per Share $ 0.225 $ 0.220 $ 0.675 $ 0.660 Average Number of Shares Outstanding 44,842 45,135 44,851 45,227 </TABLE>
<TABLE> ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES INDUSTRY SEGMENT DATA (In thousands) <CAPTION> Three Months Ended Nine Months Ended September 30 September 30 1998 1997 1998 1997 ---- ---- ---- ---- (unaudited) (unaudited) <S> <C> <C> <C> <C> Revenue: Ocean Transportation $180,202 $179,106 $541,126 $535,231 Property Development and Management: Leasing 9,576 9,320 28,009 28,045 Sales 6,246 4,080 74,819 22,671 Food Products 129,620 132,816 337,488 352,135 Other 718 684 2,152 2,104 -------- -------- -------- -------- Total $326,362 $326,006 $983,594 $940,186 ======== ======== ======== ======== Operating Profit:(1) Ocean Transportation $ 16,200 $ 24,405 $ 50,357 $ 81,262 Property Development and Management: Leasing 5,786 6,105 17,274 18,772 Sales 1,633 1,257 20,269 5,917 Food Products 7,557 11,778 13,602 21,170 Other 642 652 2,005 1,986 -------- -------- -------- -------- Total $ 31,818 $ 44,197 $103,507 $129,107 ======== ======== ======== ======== (1) Before interest expense, corporate expenses and income taxes </TABLE>
<TABLE> ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES CONDENSED BALANCE SHEETS (In thousands) <CAPTION> SEPTEMBER 30 December 31 1998 1997 ---- ---- (UNAUDITED) (audited) ASSETS <S> <C> <C> Current Assets: Cash and cash equivalents $ 7,966 $ 21,623 Accounts and notes receivable, net 176,526 176,165 Inventories 95,897 69,209 Real estate held for sale 10,485 12,563 Deferred income taxes 11,638 9,404 Prepaid expenses and other assets 12,918 9,977 Accrued deposits to Capital Construction Fund - (10,000) ---------- ---------- Total current assets 315,430 288,941 ---------- ---------- Investments 83,894 102,813 ---------- ---------- Real Estate Developments 68,532 68,056 ---------- ---------- Property, at cost 1,929,087 1,975,023 Less accumulated depreciation and amortization 876,810 938,508 ---------- ---------- Property - net 1,052,277 1,036,515 ---------- ---------- Capital Construction Fund 141,410 148,610 ---------- ---------- Other Assets 76,426 59,863 ---------- ---------- Total $1,737,969 $1,704,798 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 52,944 $ 34,485 Short-term commercial paper borrowings 60,000 17,000 Accounts payable 49,348 46,835 Other 85,327 75,815 ---------- ---------- Total current liabilities 247,619 174,135 ---------- ---------- Long-term Liabilities: Long-term debt 264,028 290,885 Capital lease obligations 1,500 2,000 Post-retirement benefit obligations 109,163 112,125 Other 44,707 46,311 ---------- ---------- Total long-term liabilities 419,398 451,321 ---------- ---------- Deferred Income Taxes 351,485 359,754 ---------- ---------- Shareholders' Equity: Capital stock 36,611 36,769 Additional capital 51,898 49,437 Unrealized holding gains on securities 42,612 55,144 Retained earnings 600,897 591,135 Cost of treasury stock (12,551) (12,897) ---------- ---------- Total shareholders' equity 719,467 719,588 ---------- ---------- Total $1,737,969 $1,704,798 ========== ========== </TABLE>
<TABLE> ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CASH FLOWS (In thousands) <CAPTION> Nine Months Ended September 30 1998 1997 ---- ---- (unaudited) <S> <C> <C> Cash Flows from Operating Activities $ 60,198 $103,908 -------- -------- Cash Flows from Investing Activities: Capital expenditures (73,083) (32,262) Proceeds from disposal of property, investments and other assets 3,620 475 Deposits into Capital Construction Fund (10,000) (10,000) Withdrawals from Capital Construction Fund 7,200 50,000 Increase in investments (600) (2,221) Reduction in investments 136 1,798 -------- -------- Net cash provided by (used in) investing activities (72,727) 7,790 -------- -------- Cash Flows from Financing Activities: Proceeds from issuances of long-term debt 15,000 34,500 Payments of long-term debt (43,750) (119,680) Proceeds from short-term borrowings, net 63,000 3,500 Proceeds from issuances of capital stock 1,575 1,645 Repurchases of capital stock (6,662) (10,721) Dividends paid (30,291) (29,875) -------- -------- Net cash used in financing activities (1,128) (120,631) -------- -------- Net Decrease in Cash and Cash Equivalents $(13,657) $ (8,933) ======== ======== Other Cash Flow Information: Interest paid, net of amounts capitalized $ 20,052 $ 23,961 Income taxes paid, net of refunds 24,006 11,731 Other Non-Cash Information: Net accrued deposits to (withdrawals from) Capital Construction Fund (10,000) 9,448 Depreciation 67,077 67,198 Tax-deferred property exchanges 64,349 9,589 Change in unrealized holding gains (12,532) 8,610 </TABLE>
FINANCIAL NOTES (Unaudited) (a) The condensed balance sheet as of September 30, 1998, the condensed statements of income for the three months and nine months ended September 30, 1998 and 1997, and the condensed statements of cash flows for the nine months ended September 30, 1998 and 1997 are unaudited. Because of the nature of the Company's operations, the results for interim periods are not necessarily indicative of results to be expected for the year, but in the opinion of management, all material adjustments necessary for the fair presentation of interim period results have been included in the interim financial statements. (b) Estimated effective annual income tax rates differ from statutory rates, primarily due to the dividends-received deduction and various tax credits. (c) The Company's total non-owner changes in shareholders' equity consists of net income plus unrealized holding gains on securities (comprehensive income). On this basis, comprehensive income for the three months ended September 30, 1998 and 1997 totaled $6 million and $31 million, respectively. Comprehensive income for the nine months ended September 30, 1998 and 1997 totaled $34 million and $71 million, respectively. (d) Results for the nine months ended September 30, 1997 for ocean transportation include $20 million, pre-tax, from the settlement of a lawsuit that involved insurance claims for earthquake damage to port facilities in 1989. (e) Certain amounts have been reclassified to conform with the current year's presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - ------------------------------------------------ THIRD QUARTER EVENTS: OPERATING RESULTS: Net income for the third quarter of 1998 was $13,780,000, or $0.31 per share. Net income for the comparable period of 1997 was $21,872,000, or $0.48 per share. Revenue for the third quarter of 1998 was $326,362,000, nearly the same as $326,006,000 in the third quarter of 1997. Net income for the first nine months of 1998 was $46,524,000, or $1.04 per share, versus $61,376,000, or $1.36 per share, in the first nine months of 1997. Net income for the first nine months of 1997 included $12,478,000, or $0.28 per share, resulting from the favorable settlement of long-standing insurance litigation. Excluding that insurance settlement from the 1997 results, income for the first nine months of 1998 decreased $2,374,000, or five percent. Revenue for the first nine months of 1998 was $983,594,000, compared with revenue of $940,186,000 in the first nine months of 1997. Excluding the insurance settlement, nine-month 1998 revenue increased seven percent. FINANCIAL CONDITION AND LIQUIDITY The Company's principal liquid resources, comprising cash and cash equivalents, receivables, sugar and coffee inventories and unused lines of credit, less accrued deposits to the Capital Construction Fund (CCF), totaled $424,475,000 at September 30, 1998, a decrease of $59,201,000 from December 31, 1997. This decrease was due primarily to lower amounts available under lines of credit and to a lower cash balance, partially offset by increased sugar and coffee inventories and a decrease in accrued deposits to the CCF. Amounts available under lines of credit decreased $85,500,000, primarily due to a decrease in credit facilities and increased borrowing for the purchase of raw sugar and container equipment. Cash decreased by $13,657,000, due primarily to normal expenditures for container equipment, debt repayments and operating cash requirements. Sugar and coffee inventories increased $29,595,000, due principally to higher levels of raw sugar inventory. Working capital was $67,811,000 at September 30, 1998, a decrease of $46,995,000 from the amount at the end of 1997. This decrease was due primarily to increases in short-term debt, commercial paper borrowings and accounts payable, and lower cash balances, partially offset by an increase in inventories and a decrease in accrued deposits to the CCF. In August 1998, Matson Navigation Company, Inc. ("Matson") purchased a vessel for $7,200,000. The vessel, built in 1973, has been leased by Matson for all of its 25-year life. RESULTS OF SEGMENT OPERATIONS - THIRD QUARTER 1998 COMPARED WITH THE THIRD QUARTER 1997 OCEAN TRANSPORTATION revenue of $180,202,000 for the third quarter of 1998 was one-percent higher than the 1997 third-quarter revenue. Operating profit of $16,200,000, however, decreased 34 percent compared with the third quarter of 1997, primarily the result of lower cargo revenue in the Hawaii service because of both lower volume and rates. The decline in cargo volume resulted primarily from continued contraction in the Hawaii market and a barge competitor which temporarily served Hawaii during the peak summer period of household-goods movements. These factors more than offset the benefits of a revised operating alliance with American President Lines, Ltd. Third quarter 1998 Hawaii service container volume was eight-percent lower than in the 1997 third quarter, and automobile volume was 13-percent lower. In response to the continuing weakness in the Hawaii economy, Matson implemented a new schedule in its service between Hawaii and the U.S. mainland in mid-September. The new schedule, which utilizes six (rather than eight) ships, is projected to reduce operating expenses by up to $10,000,000 annually, while still maintaining a high level of service. Separately, negotiations were completed in late-September to charter two idle Matson vessels to an ocean carrier which will provide service between Florida and Puerto Rico. PROPERTY DEVELOPMENT AND MANAGEMENT - LEASING revenue of $9,576,000 for the third quarter of 1998 was three-percent higher than in the third quarter of 1997. However, operating profit of $5,786,000 was five-percent lower than in the comparable period of 1997. The decrease was due primarily to lower occupancy levels, which resulted, in turn, from both the relatively weak Hawaii lease market and the timing of property sales and acquisitions on the Mainland. PROPERTY DEVELOPMENT AND MANAGEMENT - SALES revenue of $6,246,000 for the third quarter of 1998 was 53-percent higher than the $4,080,000 recorded in the third quarter of 1997. Operating profit from property sales this quarter was $1,633,000, versus $1,257,000 a year earlier. Sales in the third quarter of 1998 included a total of 30 lower-margin residential properties in several developments on the island of Maui. Sales in the third quarter of 1997 included an undeveloped parcel, one developed business lot and 13 residential properties on Maui. The mix of property sales in any year can be diverse. Sales can include property sold under threat of condemnation, developed residential real estate, commercial properties, developable subdivision lots and undeveloped land. The sale of undeveloped land generally provides a greater contribution margin than does the sale of developed and commercial property, due to the low historical- cost basis of the Company's Hawaii land, which averages approximately $150 per acre. Consequently, property sales revenue trends and the amount of real estate held for sale on the condensed balance sheets are not necessarily indicative of future profitability for this segment. FOOD PRODUCTS revenue of $129,620,000 for the third quarter of 1998 was two- percent lower than the revenue reported for the comparable period of 1997. Operating profit of $7,557,000 for the third quarter of 1998 decreased 36 percent, from $11,778,000 in the same period in 1997. The decrease was due primarily to lower refined sugar prices, offset, in part, by greater volume and lower costs of raw sugar production. RESULTS OF SEGMENT OPERATIONS - FIRST NINE MONTHS OF 1998 COMPARED WITH THE FIRST NINE MONTHS OF 1997 OCEAN TRANSPORTATION revenue of $541,126,000, for the first nine months of 1998, rose one percent and operating profit of $50,357,000 decreased 38 percent. One reason for the decrease was the favorable insurance settlement in 1997. Excluding that factor ($19,965,000, pretax), 1998 first nine-months operating profit was 18-percent lower than in 1997. This decrease was due to the same reasons cited for the third quarter decline. Matson's Hawaii service container volume in the first nine months of 1998 was four-percent lower than in the first nine months of 1997, and automobile volume was five-percent lower. PROPERTY DEVELOPMENT AND MANAGEMENT - LEASING revenue of $28,009,000, for the first nine months of 1998, was virtually the same as in the comparable 1997 period. However, nine-months 1998 property leasing operating profit of $17,274,000 was eight-percent lower than in the nine months of 1997. This decrease was due to the same reasons cited for the third quarter decline. The additional leased properties in the first nine months of 1998 included four income properties on the U.S. Mainland, two in San Antonio, Texas and two in Sacramento, California. The new properties were acquired using tax-deferred funds from previous property sales. Year-to-date 1998 occupancy levels for Mainland properties averaged 92 percent, versus 98 percent in the first nine months of 1997. Occupancy levels for Hawaii properties averaged 68 percent, versus 78 percent in the comparable period of 1997. The decreases were due primarily to both the relatively weak Hawaii lease market and the timing of property sales and acquisitions on the U.S. Mainland. PROPERTY DEVELOPMENT AND MANAGEMENT - SALES revenue was $74,819,000 for the first nine months of 1998, compared with $22,671,000 in sales recorded in the first nine months of 1997. Operating profit of $20,269,000, from property sales in the first nine months of 1998, was $14,352,000 higher than in the comparable period of 1997. This large increase resulted from sales in the second quarter of 1998, which included a large R&D and office complex in Cupertino, Calif., and the Company's remaining interest in a 14-acre parcel at Maui Business Park. Other sales in the first nine months of 1998 included one business parcel and 44 residential properties. Sales in the comparable period of 1997 included an undeveloped 29-acre parcel, a one-acre developed lot, an industrial warehouse in California, and 40 residential and four developed business lots. FOOD PRODUCTS revenue of $337,488,000, for the first nine months of 1998, was four-percent lower than the revenue reported for the comparable period of 1997. For the first nine months of 1998, operating profit of $13,602,000 was 36- percent lower than the $21,170,000 earned in the same period last year. This decrease was due to the same reasons cited for the third quarter decline. OTHER INSURANCE LITIGATION: Matson received a favorable cash settlement of $33,650,000 on February 13, 1997 for a contested insurance claim in connection with repairing port facilities damaged by a 1989 earthquake. As noted previously, this settlement resulted in additional net income of $12,478,000 in the first nine months of 1997. LEGISLATION: In 1997, the Secretary of Agriculture established, under the Federal Agriculture Improvement and Reform Act and in accordance with the Harmonized Tariff Schedule, the aggregate quantity of sugars and syrups that can be imported into the United States. The maximum import quantity for fiscal year 1998 is 1,600,000 metric tons raw value (mtrv). The maximum import quantity for fiscal year 1999 was set at 1,614,937 mtrv, with an initial release of 1,164,937 mtrv. C&H RECAPITALIZATION AND PARTIAL SALE: In August 1998, the Company announced plans to recapitalize its sugar refining and marketing unit, California and Hawaiian Sugar Company, Inc. (C&H), and to sell a majority of its equity in that company to an investor group led by Citicorp Venture Capital, Ltd. Because of the current unsettled conditions in the financial markets, the timing for closing of this transaction is uncertain. TAX-DEFERRED REAL ESTATE EXCHANGES: In the first nine months of 1998, the Company sold five parcels of land for $64,349,000. The proceeds from these sales are reflected in the Condensed Statements of Cash Flows under the caption "Other Non-Cash Information." During the first nine months of 1998, the Company reinvested proceeds of $57,100,000 on a tax-deferred basis from sales completed in 1998 and 1997. SHARE REPURCHASES: During the first nine months of 1998, the Company repurchased 284,200 shares of its common stock for an aggregate of $6,662,000 (average of $23.44 per share). ENVIRONMENTAL MATTERS: As with most industrial and land-development companies of its size, the Company's operations have certain risks, which could result in expenditures for environmental remediation. The Company believes that it is in compliance, in all material respects, with applicable environmental laws and regulations, and works proactively to identify potential environmental concerns. Management believes that appropriate liabilities have been accrued for environmental matters. ECONOMIC CONDITIONS: Despite the well-publicized and widespread turmoil in financial markets worldwide, and especially in the Far East, the economic outlook for Hawaii remains largely unchanged. Real Gross State Product is expected to grow less than one percent this year. The state's prominent visitor industry continues to affect various areas in the state in different ways. Neighbor island destinations, which are favored by U.S. travelers, have done relatively better than Oahu, which attracts greater numbers of eastbound visitors. Year-to-date through August, westbound visitors number 2.9 million, up 3.6 percent from 1997. On the other hand, eastbound tourism, with 1.7 million visitors year-to-date, is down 8.8 percent. Spending by Asian visitors also is down, because of exchange rates, which were highly unfavorable for Japanese visitors until October, when U.S. interest rates were lowered and legislative relief was approved for Japan's banking industry. In August, retail revenue at major shopping areas in or close to Oahu's major visitor destination, Waikiki, was down 25-30 percent, whereas statewide retail revenue year-to-date was up about eight percent. Any beneficial effects of the subsequent strengthening of the yen on Hawaii's retail markets have yet to be reported. The outlook for construction remains poor. For the eight months through August, total reported contracts for future Hawaii construction of $1.03 billion were down 20 percent from the same period in 1997. SUBSEQUENT EVENT: On October 22, 1998, the Board of Directors appointed W. Allen Doane, president and CEO of A&B-Hawaii, Inc. (ABHI), to the additional positions of president and CEO of Alexander & Baldwin, Inc. and elected him to the Boards of Directors of A&B and Matson. R. J. Pfeiffer will continue as Chairman of the Boards of A&B, Matson and ABHI. YEAR 2000 INFORMATION AND READINESS DISCLOSURE ACT OF 1998 In 1995, the Company commenced an evaluation of its computer systems and applications to prepare for the Year 2000. Following this evaluation, implementation plans for all business segments were prepared and are currently being executed. Programs that recognize "00" as a date other than "2000" might result in data errors or system problems if not corrected before December 31, 1999. Not all systems used by the Company are sensitive to this issue. The work related to primary systems and applications, which have the greatest risk of adversely affecting operations, should be substantially complete by 1998 year-end. The Company is currently testing the corrected systems for undetected program errors. In addition, the Company is continuing work on correcting secondary support applications and applications in its smaller business units to ensure that they will be Year 2000 compliant before the end of 1999. The Company is working with primary vendors, customers, lenders, suppliers and other appropriate third-parties to assess their compliance efforts and the potential risks to the Company in the event that they are not Year 2000 compliant. Staffing for the Year 2000 work is expected to be adequate. Work on this project has not affected other systems-related activities adversely. The implementation plans, which consist of upgrading, modifying or replacing various systems, are expected to cost approximately $6,000,000 to $8,000,000. During the first nine months of 1998, the Company had expended approximately $3,000,000 for this work. The costs incurred in connection with the Year 2000 compliance are being treated as an operating expense, unless a system is being replaced for operating reasons as well as for Year 2000 compliance, in which case costs are being capitalized. While the Company believes that its systems and applications necessary to operate and manage its businesses will be replaced, modified or upgraded in advance of the Year 2000 and that the related costs will not have a material impact on the operations, cash flows, financial condition or segment results of future periods, it will not have certain knowledge of full compliance or adequacy of contingency plans until the Year 2000. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The Company, from time to time, may make or may have made certain forward- looking statements, whether orally or in writing, such as forecasts and projections of the Company's future performance or statements of management's plans and objectives. Such forward-looking statements may be contained in, among other things, Securities and Exchange Commission (SEC) filings, such as the Forms 10-Q, press releases made by the Company and oral statements made by the officers of the Company. Except for historical information contained in these written or oral communications, such communications contain forward- looking statements. These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those projected in the statements, including, but not limited to: (1) economic conditions in Hawaii and elsewhere; (2) market demand; (3) competitive factors and pricing pressures in the Company's primary markets; (4) legislative and regulatory environment at the federal, state and local levels, such as government rate regulations, land-use regulations, government administration of the U.S. sugar program, and retention of cabotage laws; (5) dependence on raw sugar suppliers and other third-party suppliers; (6) fuel prices; (7) labor relations; (8) the ability to locate and correct, on a timely basis, all relevant computer codes prior to the Year 2000; and (9) other risk factors described elsewhere in these communications and from time to time in the Company's filings with the SEC.
PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - --------------------------- Matson Navigation Company, Inc. ("Matson") is subject to the jurisdiction of the Surface Transportation Board ("Board"), an agency within the U.S. Department of Transportation, with respect to its domestic rates. On September 10, 1998, the government of the Territory of Guam filed a complaint with the Board against Matson, Sea-Land Service, Inc. and American President Lines, Ltd., alleging that the carriers charged unreasonable rates in the trade between the U.S. mainland and Guam between January 1, 1991 and the present. The complaint seeks in excess of $50 million in damages from the three carriers. Matson did not enter the Guam trade until February of 1996 and, in the two and a half years that it has served the trade, it has not filed a general rate increase and has lowered many rates. All of Matson's rate adjustments have been within the zone of reasonableness established by the Interstate Commerce Commission Termination Act of 1995 and, therefore, are deemed reasonable. Management believes that the ultimate outcome of this litigation will not have a material adverse impact on A&B's financial condition. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ------------------------------------------ (a) Exhibits -------- 10. Material contracts. 10.b.1.(xli) Employment Agreement between Alexander & Baldwin, Inc. and Robert J. Pfeiffer, dated as of July 27, 1998. 10.b.1.(xlii) Amendment No. 1 to the A&B Retirement Plan for Outside Directors, dated August 27, 1998. 10.b.1.(xliii) Amendment No. 1 to the A&B 1985 Supplemental Executive Retirement Plan, dated August 27, 1998. 10.b.1.(xliv) Amendment No. 5 to the A&B Excess Benefits Plan, dated August 27, 1998. 11. Statement re computation of per share earnings. 27. Financial Data Schedule. (b) Reports on Form 8-K ------------------- A report on Form 8-K was filed on August 24, 1998 to report, under Item 5 thereof, the execution by California and Hawaiian Sugar Company, Inc. ("C&H"), A&B-Hawaii, Inc., and McBryde Sugar Company, Limited, all wholly-owned direct or indirect subsidiaries of Alexander & Baldwin, Inc. ("A&B"), of definitive agreements dated as of August 5, 1998, which provide for a recapitalization of C&H involving the participation of an investor group that includes Citicorp Venture Capital, Ltd.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ALEXANDER & BALDWIN, INC. ------------------------- (Registrant) Date: November 13, 1998 /s/ Glenn R. Rogers ------------------------- Glenn R. Rogers Executive Vice President and Chief Financial Officer Date: November 13, 1998 /s/ Thomas A. Wellman ------------------------- Thomas A. Wellman Controller
EXHIBIT INDEX ------------- 10. Material contracts. 10.b.1.(xli) Employment Agreement between Alexander & Baldwin, Inc. and Robert J. Pfeiffer, dated as of July 27, 1998. 10.b.1.(xlii) Amendment No. 1 to the A&B Retirement Plan for Outside Directors, dated August 27, 1998. 10.b.1.(xliii) Amendment No. 1 to the A&B 1985 Supplemental Executive Retirement Plan, dated August 27, 1998. 10.b.1.(xliv) Amendment No. 5 to the A&B Excess Benefits Plan, dated August 27, 1998. 11. Statement re computation of per share earnings. 27. Financial Data Schedule.