ALEXANDER & BALDWIN, INC.
822 BISHOP STREET, HONOLULU, HAWAII 96813
March 12, 2001
To the Shareholders of Alexander & Baldwin, Inc.:
The 2001 Annual Meeting of Shareholders of Alexander & Baldwin, Inc. will
be held in the Plaza Meeting Room on the ground floor of Amfac Center, 745 Fort
Street, Honolulu, Hawaii, on THURSDAY, APRIL 26, 2001 AT 10:00 A.M. You are
invited to attend the meeting, and we hope you will be able to do so. At the
meeting, we will have the opportunity to discuss the Company's financial
performance during 2000, and our future plans and expectations.
WHETHER OR NOT YOU NOW PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED
TO SIGN, DATE AND MAIL THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
ENVELOPE AT YOUR EARLIEST CONVENIENCE. Alternatively, A&B shareholders of
record can vote their shares over the Internet, or by calling a specially
designated telephone number. These Internet and telephone voting procedures
are designed to authenticate your vote and to confirm that your voting
instructions are followed. Specific instructions for shareholders of record
who wish to use Internet or telephone voting procedures are set forth in the
enclosed proxy.
Regardless of the size of your holding, it is important that your shares
be represented. If you attend the Annual Meeting, you may withdraw your proxy
and vote in person.
Sincerely,
/s/ W. Allen Doane
W. ALLEN DOANE
President and Chief Executive Officer
ALEXANDER & BALDWIN, INC.
822 BISHOP STREET, HONOLULU, HAWAII 96813
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of
Alexander & Baldwin, Inc. ("A&B") will be held in the Plaza Meeting Room on the
ground floor of Amfac Center, 745 Fort Street, Honolulu, Hawaii, on Thursday,
April 26, 2001, at 10:00 a.m., Honolulu time, for the following purposes:
1. To elect ten directors to serve until the next Annual Meeting of
Shareholders and until their successors are duly elected and
qualified;
2. To elect auditors for the ensuing year; and
3. To transact such other business as properly may be brought before the
meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on February 15,
2001 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
PLEASE PROMPTLY SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED, OR VOTE VIA THE INTERNET OR BY TELEPHONE.
By Order of the Board of Directors
/s/ Alyson J. Nakamura
ALYSON J. NAKAMURA
Secretary
March 12, 2001
ALEXANDER & BALDWIN, INC.
822 BISHOP STREET, HONOLULU, HAWAII 96813
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Alexander & Baldwin, Inc. ("A&B") for use
at the Annual Meeting of Shareholders to be held on April 26, 2001 and at any
adjournment or postponement thereof (the "Annual Meeting"). Shareholders may
submit their proxies either by signing, dating and returning the enclosed
proxy, or via the Internet or by telephone in accordance with the procedures
set forth in the enclosed proxy. A proxy may be revoked at any time prior to
its exercise by a written revocation bearing a later date than the proxy and
filed with the Secretary of A&B, by submission of a later-dated proxy or
subsequent Internet or telephonic proxy, or by voting in person at the Annual
Meeting.
Only shareholders of record at the close of business on February 15, 2001
are entitled to notice of and to vote at the Annual Meeting. On that date, A&B
had outstanding 40,545,220 shares of common stock without par value, each of
which is entitled to one vote. Provided a quorum is present, the affirmative
vote of a majority of the shares of A&B common stock represented at the Annual
Meeting, in person or by proxy, will be necessary for the election of directors
and election of auditors. Abstentions and broker non-votes will be included
for purposes of determining a quorum at the Annual Meeting. Broker non-votes
will have the same effect as a vote to withhold authority in the election of
directors, and abstentions and broker non-votes will have the same effect as a
vote against the election of auditors.
Following the original mailing of proxy soliciting material, officers,
employees and directors of A&B and its subsidiaries may, without additional
compensation, solicit proxies by appropriate means, including by mail,
telephone, telecopy and personal interview. Arrangements also will be made
with brokerage houses and other custodians, nominees and fiduciaries which are
record holders of A&B's common stock to forward proxy soliciting material to
the beneficial owners of such stock, and A&B will reimburse such record holders
for their reasonable expenses. A&B has retained the firms of Morrow & Co.,
Inc. and Skinner & Co. to assist in the solicitation of proxies, at a combined
cost of $11,000 plus reasonable out-of-pocket expenses.
This Proxy Statement and the enclosed proxy are being mailed to
shareholders, and are being made available on the Internet at
www.alexanderbaldwin.com, on or about March 12, 2001.
ELECTION OF DIRECTORS
Directors will be elected at the Annual Meeting to serve until the next
Annual Meeting of Shareholders and until their successors are duly elected and
qualified. There is no cumulative voting in the election of directors.
NOMINEES. The nominees of the Board of Directors are the ten persons
named below, all of whom are currently members of the Board of Directors. The
Board of Directors has no reason to believe that any nominee will be unable to
serve. However, if any nominee or nominees should decline or become unable to
serve for any reason, shares represented by the accompanying proxy will be
voted for such other person or persons as the Board of Directors may nominate.
The following table sets forth the name, age and principal occupation of
each person nominated by the A&B Board, their positions with A&B and business
experience during at least the last five years, and the year each first was
elected or appointed a director.
PRINCIPAL OCCUPATION, INFORMATION AS TO
OTHER POSITIONS WITH A&B, AND OTHER DIRECTOR
NAME DIRECTORSHIPS AGE SINCE
---- ------------------------------------------ --- --------
Michael J. Chun President, The Kamehameha Schools, 57 1990
Honolulu, Hawaii (educational institution)
since June 1988; Director of Bank of
Hawaii.
Leo E. Denlea, Jr. Retired Chairman of the Board and Chief 69 1987
Executive Officer, Farmers Group, Inc.,
Los Angeles, California (insurance)
(September 1986 - March 1997).
W. Allen Doane President and Chief Executive Officer of 53 1998
A&B since October 1998; Vice Chairman of
the Board of A&B's subsidiary, Matson
Navigation Company, Inc. ("Matson"), since
December 1998; Executive Vice President of
A&B from August 1998 to October 1998;
Chief Executive Officer of A&B's
subsidiary, A&B-Hawaii, Inc. ("ABHI"),
from January 1997 to December 1999, when
ABHI was merged into A&B; President of
ABHI from April 1995 to December 1999;
Chief Operating Officer of ABHI from April
1991 to December 1996; Director of First
Hawaiian Bank.
Walter A. Dods, Chairman of the Board and Chief Executive 59 1989
Jr. Officer of BancWest Corporation and its
subsidiary, First Hawaiian Bank, Honolulu,
Hawaii (banking) since September 1989;
Director of BancWest Corporation, First
Hawaiian Bank, and Bank of the West.
Charles G. King President, King Windward Nissan, Kaneohe, 55 1989
Oahu, Hawaii (automobile dealership) since
February 1999; President, King Auto
Center, Lihue, Kauai, Hawaii (automobile
dealership) since October 1995.
Carson R. Managing Director, The Corporate 68 1971
McKissick Development Company, Los Angeles,
California (financial advisory services)
since July 1991; Trustee of Winship
Properties.
C. Bradley Executive Vice President of A&B since 59 1991
Mulholland August 1998; Chief Executive Officer of
Matson since April 1992; President of
Matson since May 1990; Chief Operating
Officer of Matson from July 1989 until
April 1992; prior to July 1989 held
various executive officer positions with
Matson.
Lynn M. Sedway President, Sedway Group, a CB Richard 59 1998
Ellis company, San Francisco, California
(real estate consulting services) since
April 1978; Director of AMB Property
Corporation.
Maryanna G. Shaw Private investor. 62 1980
Charles M. Managing Director, Trust Company of the 68 1972
Stockholm West, San Francisco, California
(investment management services) since
June 1986; Chairman of the Boards of A&B
and Matson since August 1999; Chairman of
the Board of ABHI from August 1999 to
December 1999, when ABHI was merged into
A&B.
The Bylaws of A&B provide that no person (other than a person nominated
by or on behalf of the Board) will be eligible to be elected a director at an
annual meeting of shareholders unless a written notice that the person's name
be placed in nomination is received by the Chairman of the Board, the
President, or the Secretary of A&B not less than 60 days nor more than 90 days
prior to the anniversary date of the immediately preceding annual meeting. If
the annual meeting is not called for a date which is within 30 days of the
anniversary date of the preceding annual meeting, a shareholder's notice must
be given not later than 10 days after the date on which notice of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever occurs first. To be in proper written form, a shareholder's
notice must set forth specified information about each nominee and the
shareholder making the nomination. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a nominee and to
serve as a director if elected.
CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD. The Board of Directors
held ten meetings during 2000. All directors were present for 75 percent or
more of the total number of meetings of the Board of Directors and Committees
of the Board on which they serve. The Board of Directors has an Audit
Committee and a Compensation and Stock Option Committee. A&B has no nominating
committee; the full Board of Directors performs that function.
The current members of the Audit Committee, which held three meetings
during 2000, are Mr. McKissick, Chairman, Ms. Sedway, Ms. Shaw, and Mr. Dods.
The duties and responsibilities of the Audit Committee are set forth in a
written charter adopted by the Board of Directors, a copy of which is attached
as Appendix A to this Proxy Statement.
The current members of the Compensation and Stock Option Committee, which
held six meetings during 2000, are Mr. Denlea, Chairman, and Messrs. Chun,
King, and Stockholm. The Compensation and Stock Option Committee has general
responsibility for management and other salaried employee compensation,
including incentive compensation and stock option plans.
COMPENSATION OF DIRECTORS. During 2000, directors who were not employees
of A&B (outside directors) received an annual cash retainer of $18,000 and an
additional $3,500 if also serving as Chairperson of a Board committee. Also
during 2000, outside directors received an attendance fee of $1,000 per Board
meeting and, in addition, attendance fees of $800 and $700 per committee
meeting if also serving as chairpersons and members, respectively, of Board
committees. Pursuant to an agreement with A&B, Mr. Stockholm, who, since
August 26, 1999 has served as non-executive Chairman of the Board, receives an
additional annual retainer of $150,000 in such capacity. During 2000,
Mr. Stockholm also received a discretionary cash bonus in the amount of
$50,000. All directors of A&B served as directors of A&B's Matson subsidiary
and, in such capacities, outside directors received attendance fees of $1,000
per Matson Board meeting. Outside directors may defer up to 100 percent of
their annual cash retainer and meeting fees until retirement or until such
earlier date as they may select. No directors have deferred such fees. In
addition to the annual cash retainer and meeting fees, each individual who
served as an outside director during 2000 received an annual stock retainer of
300 shares of A&B common stock. Directors who are employees of A&B do not
receive compensation for serving as directors.
Under A&B's 1998 Non-Employee Director Stock Option Plan, a non-qualified
stock option to purchase 3,000 shares of A&B common stock automatically is
granted at each Annual Meeting of Shareholders to each individual who is, at
such meeting, elected or re-elected as an outside director of A&B. The option
price per share is the fair market value of A&B common stock on the grant date,
and the option expires 10 years from the date of grant, or earlier if the
optionee ceases to be a director. Options become exercisable in three annual
installments of 1,000 shares each beginning one year after the grant date. At
the 2000 Annual Meeting, held on April 27, 2000, options to purchase 3,000
shares of A&B common stock, at an exercise price of $20.50 per share, were
granted to each of the outside directors under the 1998 Non-Employee Director
Stock Option Plan.
A&B maintains life insurance, personal excess liability insurance,
retirement and deferred compensation plans, and provides medical and dental
benefits, for its outside directors. In addition, the outside directors are
reimbursed for their estimated income tax liability by reason of A&B's payments
for the cost of life insurance, personal excess liability insurance, and
medical and dental benefits. The life insurance program affords coverage of
$50,000 for directors, as well as business travel accident coverage of
$200,000 for directors and $50,000 for their spouses while accompanying
directors on A&B business. The personal excess liability insurance program
affords coverage of $10 million for the outside directors ($20 million for the
Chairman of the Board). Under the retirement plan, a director who has five or
more years of service will receive, in addition to certain post-retirement
health care insurance benefits, a lump sum payment upon retirement or
attainment of age 65, whichever is later, that is actuarially equivalent to a
payment stream for the life of the director consisting of 50 percent of the
amount of the annual retainer fee in effect at the time of his or her
retirement or other termination, plus 10 percent of that amount, up to an
additional 50 percent, for each year of service as a director over five years.
SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS
The following table lists the names and addresses of the only
shareholders known by A&B to have owned beneficially more than five percent of
A&B's common stock outstanding on February 15, 2001, the number of shares they
beneficially own, and the percentage of outstanding shares such ownership
represents. Except as indicated in the footnotes, such shareholders have sole
voting and dispositive power over shares they beneficially own.
Name and Address Amount of Percent of
of Beneficial Owner Beneficial Ownership Class
- ------------------- -------------------- ----------
Southeastern Asset 3,085,403 (b) 7.6
Management, Inc.
6410 Poplar Avenue
Suite 900
Memphis, Tennessee 38119
Capital Research and 2,575,000 (c) 6.4
Management Company
333 South Hope Street
Los Angeles, California 90071
First Hawaiian Bank (a) 2,439,663 (d) 6.0
P. O. Box 3200
Honolulu, Hawaii 96847
The Harry and Jeanette 2,271,079 (e) 5.6
Weinberg Foundation,
Incorporated
7 Park Center Court
Owings Mills, Maryland 21117
____________________
(a) For additional information concerning relationships and transactions
between A&B and First Hawaiian Bank, please see "Security Ownership of
Directors and Executive Officers" and "Certain Relationships and
Transactions" below.
(b) As reported in Amendment No. 9 to Schedule 13G dated February 9, 2001 (the
"Southeastern 13G") filed with the Securities and Exchange Commission.
According to the Southeastern 13G, such shares are owned legally by
investment advisory clients of Southeastern Asset Management, Inc.
("Southeastern"), and are held in discretionary accounts, with
Southeastern having sole dispositive power over all such shares and sole
voting power over 2,525,403 of such shares. In addition, according to the
Southeastern 13G, investment advisory clients of Southeastern own an
aggregate of 328,600 shares (0.8% of A&B's outstanding common stock) in
non-discretionary accounts over which Southeastern has no dispositive or
voting power.
(c) As reported in Amendment No. 3 to Schedule 13G dated February 9, 2001 (the
"Capital 13G") filed with the Securities and Exchange Commission.
According to the Capital 13G, Capital Research and Management Company has
sole dispositive power over all 2,575,000 shares and does not have voting
power over any such shares.
(d) Shares are beneficially owned in a fiduciary capacity by the trust
department of First Hawaiian Bank, as follows: shared voting and disposi-
tive power - 1,894,552 shares, sole voting and dispositive power - 529,111
shares, sole voting and shared dispositive power - 4,000 shares, and sole
voting power only - 12,000 shares. First Hawaiian Bank's trust department
holds 55,597 shares over which it has neither voting nor dispositive
power.
(e) As reported in Schedule 13G dated February 17, 1998 (the "Foundation 13G")
filed by The Harry and Jeanette Weinberg Foundation, Incorporated (the
"Foundation") with the Securities and Exchange Commission. According to
the Foundation 13G, the Foundation has sole dispositive and voting power
over 2,164,530 shares and shared dispositive and voting power over 106,549
shares. A representative of the Foundation confirmed that the
Foundation 13G is current as of February 15, 2001.
CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS. The following
table shows the number of shares of A&B common stock beneficially owned as of
February 15, 2001 by each director and nominee, by each executive officer named
in the "Summary Compensation Table" below, and by directors, nominees and
executive officers as a group and, if at least one-tenth of one percent, the
percentage of outstanding shares such ownership represents. Except as
indicated in the footnotes, directors, nominees and executive officers have
sole voting and dispositive power over shares they beneficially own.
Name or Number Amount of Beneficial Percent of
in Group Ownership (a)(b)(c) Class
-------------- -------------------- ----------
Michael J. Chun 28,067 --
Leo E. Denlea, Jr. 29,200 --
W. Allen Doane 323,242 0.8
Walter A. Dods, Jr. 28,870 --
Charles G. King 30,485 --
Carson R. McKissick 31,600 --
C. Bradley Mulholland 434,083 1.1
Lynn M. Sedway 3,525 --
Maryanna G. Shaw 828,590 2.0
Charles M. Stockholm 32,600 --
G. Stephen Holaday 147,729 0.4
Michael J. Marks 117,132 0.3
Stanley M. Kuriyama 76,699 0.2
20 Directors, Nominees
and Executive Officers
as a Group 2,368,112 5.7
____________________
(a) Amounts do not include shares owned by spouses of those directors and
executive officers who disclaim beneficial ownership thereof, as follows:
Mr. McKissick - 600, and directors, nominees and executive officers as a
group - 600. In addition, Mr. Stockholm and Ms. Shaw, who are husband and
wife, each disclaim beneficial ownership of all shares beneficially owned
by the other. Amounts do not include shares beneficially owned in a
fiduciary capacity by trust companies or the trust departments of banks of
which A&B directors are directors or officers, or both, and shares held by
foundations or trusts of which A&B directors are trustees or directors, as
follows: First Hawaiian Bank - 2,439,663 shares, Bank of Hawaii - 587,796
shares, The Wallace Alexander Gerbode Foundation, of which Ms. Shaw and
Mr. Stockholm are trustees - 40,000 shares, and the William Garfield King
Educational Trust, of which Mr. King is a trustee - 400 shares.
(b) Amounts include shares as to which directors, nominees and executive
officers have (i) shared voting and dispositive power, as follows:
Mr. Chun - 450 shares, Mr. Denlea - 1,600 shares, Mr. King - 685 shares
(held by a living trust of which Mr. King is a co-trustee),
Mr. Mulholland - 38,153 shares, Ms. Sedway - 450 shares (held by a living
trust of which Ms. Sedway is a co-trustee), Ms. Shaw - 50,275 shares, and
directors, nominees and executive officers as a group - 92,398 shares, and
(ii) sole voting power only, as follows: Mr. Mulholland - 2,477 shares,
Mr. Holaday - 337 shares, Mr. Marks - 2,749 shares, and directors,
nominees and executive officers as a group - 9,654 shares.
(c) Amounts include shares deemed to be owned beneficially by directors,
nominees and executive officers because they may be acquired prior to
May 11, 2001 through the exercise of stock options, as follows:
Mr. Doane - 262,798, Mr. Mulholland - 323,832, Mr. Holaday - 114,098,
Mr. Marks - 79,833, Mr. Kuriyama - 58,566, Ms. Shaw and Messrs. Chun,
Denlea, Dods, King, McKissick and Stockholm - 27,000 each, Ms. Sedway -
3,000, and directors, nominees and executive officers as a group -
1,267,365.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a)
of the Securities Exchange Act of 1934 (the "Exchange Act") requires A&B's
directors and executive officers, and persons who own more than 10 percent of
its common stock, to file reports of ownership and changes in ownership on
Forms 3, 4 and 5 with the Securities and Exchange Commission. A&B believes
that during fiscal 2000, all reports required to be filed under Section 16(a)
by its directors and executive officers were filed on a timely basis.
CERTAIN RELATIONSHIPS AND TRANSACTIONS. Walter A. Dods, Jr., a director
of A&B, is Chairman of the Board and Chief Executive Officer of BancWest
Corporation, and Chairman of the Board and Chief Executive Officer of its
banking subsidiary, First Hawaiian Bank.
First Hawaiian Bank (i) has a 32 percent participation in and is agent
for a $140,000,000 revolving credit and term loan agreement with A&B, under
which $113,500,000 was outstanding at February 15, 2001, (ii) has a revolving
credit agreement with A&B under which the amount outstanding ($6,000,000 at
February 15, 2001), when combined with First Hawaiian Bank's share of amounts
drawn under the previously described $140,000,000 revolving credit and term
loan agreement, may not exceed $70,000,000, (iii) has a $25,000,000 revolving
credit facility with Matson to support the issuance of commercial paper, under
which no amount was outstanding at February 15, 2001, (iv) has issued letters
of credit totaling $13,226,000 on behalf of Matson for insurance security
purposes, and (v) has issued letters of credit totaling $6,882,576 on behalf of
certain real estate subsidiaries to secure obligations to governmental agencies
in connection with real estate developments.
As part of A&B's share repurchase program, which contemplates both open
market and privately negotiated purchases, during 2000, A&B repurchased an
aggregate of 1,367,400 shares of its common stock from Southeastern Asset
Management, Inc. in privately negotiated transactions at an average cost of
$20.48 per share. Please see "Security Ownership of Certain Shareholders"
above.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND OTHER COMPENSATION. The following table summarizes
the cash and noncash compensation paid by A&B for services rendered, during
each of the last three completed fiscal years, by A&B's Chief Executive Officer
and the four other most highly compensated executive officers. As used in this
proxy statement, "named executive officers" means all persons identified in the
Summary Compensation Table.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
----------------------------------- -------------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other
Annual Restricted Securities All Other
Compen- Stock Underlying LTIP Compen-
Name and sation Awards Options/SARs Payouts sation
Principal Position Year Salary($) Bonus($)(5) ($)(8) ($)(9) (#) ($)(10) ($)(13)
- ------------------ ---- --------- ----------- ------- ---------- ------------ ------- ---------
W. Allen Doane(1) 2000 575,000 435,032(6) 2,325 369,337 87,500 303,757(11) 31,625
President and Chief 1999 475,000 242,503(6) 2,627 363,747 83,000 212,500(12) 24,938
Executive Officer of A&B 1998 351,618 278,750(7) 92 122,996 25,700 82,004(11) 17,581
C. Bradley Mulholland(2) 2000 503,685 150,001(6) 1,097 316,845 48,000 183,779(11) 27,703
Executive Vice President of 1999 484,692 137,530(6) 1,088 249,321 36,500 86,274(11) 25,446
A&B, President and Chief 1998 464,723 50,017(6) 565 131,220 36,100 37,513(11) 23,236
Executive Officer of Matson
G. Stephen Holaday(3) 2000 240,400 60,023(6) 446 89,977 26,000 105,000 13,222
Vice President of A&B, 1999 233,604 82,518(6) 442 123,732 20,000 75,000 12,264
General Manager of Hawaiian 1998 -- -- -- -- -- -- --
Commercial & Sugar Company
Michael J. Marks 2000 234,900 52,513(6) 446 78,737 13,000 60,000 12,920
Vice President and General 1999 227,000 50,027(6) 442 74,974 12,000 45,000 11,918
Counsel of A&B 1998 218,000 35,020(6) 430 52,480 10,200 35,000 10,900
Stanley M. Kuriyama(4) 2000 218,600 90,034(6) 446 134,966 26,000 0 12,023
Vice President of A&B, 1999 196,583 82,518(6) 442 123,732 9,000 0 10,321
Vice Chairman and Chief 1998 -- -- -- -- -- -- --
Executive Officer of
A&B Properties, Inc.
(1) Mr. Doane was appointed President and Chief Executive Officer of A&B
effective October 22, 1998. He had been Executive Vice President of A&B
since August 27, 1998, and served as President (from April 1995 to
December 1999) and Chief Executive Officer (from January 1997 to December
1999) of ABHI. In December 1999, ABHI was merged into A&B.
(2) Mr. Mulholland, President and Chief Executive Officer of Matson, was
appointed to the additional position of Executive Vice President of A&B
effective August 27, 1998.
(3) Mr. Holaday, General Manager of Hawaiian Commercial & Sugar Company, a
division of A&B, was appointed to the additional position of Vice
President of A&B effective December 31, 1999. In accordance with
applicable requirements, this table does not include information with
respect to Mr. Holaday's compensation prior to 1999, but does include
information with respect to Mr. Holaday's compensation during 1999 prior
to the time he became an executive officer.
(4) Mr. Kuriyama was appointed Vice President of A&B effective February 1,
1999, and was appointed Chief Executive Officer of A&B Properties, Inc., a
subsidiary of A&B, effective December 31, 1999. He had been Executive
Vice President (from 1992 to January 1999), and continues to be Vice
Chairman (since April 1999), of A&B Properties, Inc. He also served as
Executive Vice President (from February 1999 to December 1999) and Vice
President (from 1992 to January 1999) of ABHI. In accordance with
applicable requirements, this table does not include information with
respect to Mr. Kuriyama's compensation prior to 1999, but does include
information with respect to Mr. Kuriyama's compensation during 1999 prior
to the time he became an executive officer.
(5) "Bonus" consists of cash amounts earned for the fiscal year identified in
column (b) under A&B's One-Year Performance Improvement Incentive Plan
("One-Year Plan").
(6) Represents the portion of the named executive officer's award under the
One-Year Plan payable in cash. The named executive officer elected to
receive the balance of the One-Year Plan award in restricted stock, the
value of which is included in column (f).
(7) Includes (i) the portion of the named executive officer's award under the
One-Year Plan which such officer elected to defer under the A&B Deferred
Compensation Plan and to convert into common stock-equivalent units, and
(ii) additional common stock-equivalent units awarded, in the discretion
of the Compensation and Stock Option Committee ("Committee"), in an amount
equal to 50% of the common stock-equivalent units into which the deferred
One-Year Plan award was converted.
(8) "Other Annual Compensation" consists of amounts reimbursed to the named
executive officers for their estimated income tax liability by reason of
A&B's payments for the cost of personal excess liability insurance.
(9) Represents (i) the dollar amount of One-Year Plan awards, for the fiscal
year identified in column (b), elected to be received in stock, (ii) the
dollar amount of A&B's Three-Year Performance Improvement Incentive Plan
("Three-Year Plan") awards, for the three-year plan cycle ending with and
including the fiscal year identified in column (b), elected to be received
in stock, and (iii) additional stock awarded, in the discretion of the
Committee, in an amount equal to 50% of the dollar amount of the One-Year
Plan and/or Three-Year Plan award that the named executive officer has
elected to take in stock. As of December 31, 2000, the number and value
(based upon a $26.25 per share closing price of A&B's common stock on
December 29, 2000) of shares of restricted stock held by the named
executive officers are as follows: Mr. Doane - 25,557 shares ($670,871);
Mr. Mulholland - 24,430 shares ($641,288); Mr. Holaday - 10,082 shares
($264,653); Mr. Marks - 7,960 shares ($208,950); and Mr. Kuriyama - 8,708
shares ($228,585). Dividends are payable on the restricted shares if and
to the extent payable on A&B's common stock generally.
(10) "LTIP Payouts" consist of cash amounts earned under the Three-Year Plan
for the three-year plan cycle ending with and including the fiscal year
identified in column (b).
(11) Represents the portion of the named executive officer's award under the
Three-Year Plan payable in cash. The named executive officer elected to
receive the balance of the Three-Year Plan award in restricted stock, the
value of which is included in column (f).
(12) Represents (i) the entire amount of the named executive officer's award
under the Three-Year Plan, including the portion of such amount which such
officer elected to defer under the A&B Deferred Compensation Plan and to
convert into common stock-equivalent units, and (ii) additional common
stock-equivalent units awarded, in the discretion of the Committee, in an
amount equal to 50% of the common stock-equivalent units into which the
deferred Three-Year Plan award was converted.
(13) "All Other Compensation" for 2000 includes: (i) amounts contributed by
A&B to the A&B Profit Sharing Retirement Plan (Mr. Doane - $9,350,
Mr. Mulholland - $9,350, Mr. Holaday - $9,350, Mr. Marks - $9,350, and
Mr. Kuriyama - $9,350), and (ii) amounts accrued for profit sharing under
the A&B Excess Benefits Plan, pursuant to which executives chosen by the
Committee receive additional credits and payments equal to the difference
between the maximum benefit permitted under federal tax laws and the
benefit the executives otherwise would receive under A&B's qualified plans
(Mr. Doane - $22,275, Mr. Mulholland - $18,353, Mr. Holaday - $3,872,
Mr. Marks - $3,570, and Mr. Kuriyama - $2,673).
OPTION GRANTS. The following table contains information concerning the
grant of stock options under A&B's 1998 Stock Option/Stock Incentive Plan
during 2000 to the named executive officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------
Number of Percent of Total
Securities Options/SARs Exercise
Underlying Granted to or Base Grant Date
Options/SARs Employees Price Present Value
Name Granted (#) in Fiscal Year ($/share) Expiration Date ($)(b)
---- ------------ ---------------- --------- --------------- -------------
W. Allen Doane 87,500(a) 17.1% 21.59375 January 25, 2010 482,703
C. Bradley Mulholland 48,000(a) 9.4% 21.59375 January 25, 2010 264,797
G. Stephen Holaday 26,000(a) 5.1% 21.59375 January 25, 2010 143,432
Michael J. Marks 13,000(a) 2.5% 21.59375 January 25, 2010 71,716
Stanley M. Kuriyama 26,000(a) 5.1% 21.59375 January 25, 2010 143,432
(a) Options granted on January 26, 2000 under the 1998 Stock Option/Stock
Incentive Plan ("1998 Plan") with an exercise price per share equal to the
fair market value of the underlying shares of A&B common stock on the
grant date. These options become exercisable in three annual installments
beginning one year after the date of grant. No stock appreciation rights
were granted with these options. Each of these granted options ("original
option") contains a reload feature, pursuant to which the optionee
automatically will be granted a new option to the extent the original
option is exercised within five years after the grant date through the
optionee's delivery of previously-acquired shares of A&B common stock in
payment of the exercise price, and certain other conditions are satisfied
at the time of such exercise. The reload option will be granted at the
time the original option is so exercised, and will allow the optionee to
purchase the same number of shares of A&B common stock as is delivered in
exercise of the original option. The reload option will have an exercise
price per share equal to the greater of (i) the fair market value per
share of A&B common stock on the date the reload option is granted or
(ii) 150% of the exercise price per share in effect under the original
option. The reload option will not become exercisable unless the shares
purchased under the original option have been held for at least two years.
In certain merger, reorganization or change in control situations
involving A&B, the exercisability of options under the 1998 Plan, whether
original or reload options, will be accelerated in accordance with the
terms of the grant.
(b) Based on the Black-Scholes option pricing model, the assumptions used
included: (i) stock volatility of 24.98%, (ii) the expected
exercise of options in 6.67 years, (iii) a risk-free rate of return of 6%,
(iv) a discount of 0.3% for the forfeiture resulting from an executive
officer's termination of employment prior to exercise, and (v) a long-term
dividend yield of 3.4%. There is no assurance the value realized by an
executive officer will be at or near the value estimated by this option
pricing model. The actual value, if any, an executive officer may realize
will depend upon how much the stock price has increased over the exercise
price on the date the option is exercised.
OPTION EXERCISES AND FISCAL YEAR-END HOLDINGS. The following table
provides information, with respect to the named executive officers, concerning
(i) the exercise of stock options and stock appreciation rights during the 2000
fiscal year and the value realized in connection with such exercise, and
(ii) the number and value of unexercised options held as of December 31, 2000.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs At Options/SARs
FY-End (#) At FY-End ($)(b)
Shares ---------------------- --------------------
Acquired Value
Name on Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- --------------- ------------ ----------- ------------- ----------- -------------
W. Allen Doane 0 0 205,966 142,834 602,454 881,152
C. Bradley 0 0 335,666 72,334 826,950 443,583
Mulholland
G. Stephen Holaday 20,000 60,000(a) 98,766 39,334 228,132 241,286
Michael J. Marks 0 0 85,500 21,000 201,620 129,453
Stanley M. Kuriyama 0 0 46,900 32,000 128,148 192,812
(a) Based on the highest sales price of A&B common stock on date of exercise minus the exercise price.
(b) Based on the highest sales price of A&B common stock on December 29, 2000 ($27-31/64 per share), minus
the exercise price.
LONG-TERM INCENTIVE PLANS. The following table provides information,
with respect to the named executive officers, concerning threshold, target and
maximum award levels determined in 2000 under A&B's Three-Year Performance
Improvement Incentive Plan ("Three-Year Plan") for the three-year performance
cycle beginning 2001 and ending 2003. Under the Three-Year Plan, neither
shares, units nor other quantifiable rights are awarded to participants at the
outset of the three-year cycle. Instead, at the beginning of the plan cycle,
the Compensation and Stock Option Committee ("Committee"), with the advice and
recommendations of management, identifies the participants for the Three-Year
Plan and formulates the performance goals to be achieved for the plan cycle.
Goals are established for A&B as a whole, for each major operating unit, and
for some individual participants. At the end of each plan cycle, results are
compared with goals, and awards are made accordingly. Aggregate awards for all
participants under the Three-Year Plan generally are limited by minimum pre-tax
income levels and return on adjusted net assets for A&B set by the Committee in
advance of each plan cycle, and if such minimum levels are not reached, the
aggregate awards to participants are reduced proportionately. The Committee
retains the discretion to adjust awards if, in its judgment, the awards do not
accurately reflect the performance of A&B, the major operating unit, or the
individual. Participants may elect to receive awards earned under the Three-
Year Plan entirely in cash or up to 50 percent in shares of A&B stock and the
remainder in cash. Alternatively, participants may defer all or a portion of
such awards. Cash amounts earned under the Three-Year Plan are reported in the
"Summary Compensation Table" above for the year for which those amounts are
earned, under column (h).
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Estimated Future Payouts Under
Performance or Non-Stock Price-Based Plans (2)
Other Period ---------------------------------------
Until Maturation
Name or Payout (1) Threshold ($) Target ($) Maximum ($)
---- ---------------- ------------- ---------- -----------
W. Allen Doane December 31, 2003 186,000 372,000 744,000
C. Bradley December 31, 2003 119,000 238,000 476,000
Mulholland
G. Stephen Holaday December 31, 2003 41,500 83,000 166,000
Michael J. Marks December 31, 2003 25,500 51,000 102,000
Stanley M. Kuriyama December 31, 2003 45,000 90,000 180,000
___________________
(1) Performance period beginning January 1, 2001 and ending December 31, 2003.
(2) In addition to the amounts shown, if the executive officers elect to
receive any portion of their awards in restricted shares of A&B common
stock, the Committee may, in its sole discretion, award additional shares
of A&B common stock under the A&B Restricted Stock Bonus Plan valued at up
to 50 percent of the amount of the awards elected to be taken in stock.
Also, if the executive officers elect to defer all or a portion of their
awards under the A&B Deferred Compensation Plan and to convert all or a
portion of the deferred amount into common stock-equivalent units, the
Committee may, in its sole discretion, award additional common stock-
equivalent units of up to 50 percent of the number of such units into
which the deferred award is initially converted.
RETIREMENT PLANS. The A&B Retirement Plan for Salaried Employees
("Retirement Plan"), a non-contributory defined benefit pension plan, provides
retirement benefits to A&B's salaried employees who are not subject to
collective bargaining agreements. The table below shows estimated annual
retirement benefits to covered participants at normal retirement age (age 65)
under this plan, including amounts payable under A&B's Excess Benefits Plan,
pursuant to which executives chosen by the Committee will receive additional
credits and payments equal to the difference between the maximum benefit
permitted under federal tax laws and the benefit the executives otherwise would
receive under A&B plans.
PENSION PLAN TABLE
Years of Service
----------------
Remuneration 15 20 25 30 35
- ------------ -- -- -- -- --
$ 200,000 $ 53,267 $ 71,023 $ 88,779 $ 97,657 $106,535
300,000 81,017 108,023 135,029 148,532 162,035
400,000 108,767 145,023 181,279 199,407 217,535
500,000 136,517 182,023 227,529 250,282 273,035
600,000 164,267 219,023 273,779 301,157 328,535
700,000 192,017 256,023 320,029 352,032 384,035
800,000 219,767 293,023 366,279 402,907 439,535
900,000 247,517 330,023 412,529 453,782 495,035
1,000,000 275,267 367,023 458,779 504,657 550,535
1,100,000 303,017 404,023 505,029 555,532 606,035
1,200,000 330,767 441,023 551,279 606,407 661,535
1,300,000 358,517 478,023 597,529 657,282 717,035
Retirement benefits are based on participants' average monthly compensa-
tion in the five highest consecutive years of their final 10 years of service.
Compensation includes base salary, overtime pay, certain commissions and fees,
shift differentials and one-year bonuses. The amounts are based on an ordinary
straight life annuity payable at normal retirement age, and do not give effect
to social security offsets. Credited years of service as of March 1, 2001 for
the persons named in the "Summary Compensation Table" above are: Mr. Doane -
9.9, Mr. Mulholland - 35.6, Mr. Holaday - 18.1, Mr. Marks - 25.8 and
Mr. Kuriyama - 9.1.
In addition, the persons named in the "Summary Compensation Table" above,
with the exception of Mr. Kuriyama, participated in the A&B Executive
Survivor/Retirement Benefit Plan ("Executive Survivor Plan"). The Executive
Survivor Plan provides for a pre-retirement death benefit equal to 50 percent
of final base compensation for 10 years and, at such person's election upon
retirement, either (i) a continuation of such death benefit or (ii) an
additional retirement income benefit equal to 26 percent of final base
compensation for 10 years.
SEVERANCE AGREEMENTS. A&B currently has severance agreements (the
"Severance Agreements") with Messrs. Doane, Mulholland, Holaday, Marks and
Kuriyama in order to encourage their continued employment with A&B by providing
them with greater security in the event of termination of their employment
following a change in control of A&B. A&B also has entered into Severance
Agreements with five other employees, including two other executive officers.
Each Severance Agreement has an initial two-year term and is automatically ex-
tended at the end of each term for a successive one-year period, unless termi-
nated by A&B. The Severance Agreements provide for certain severance benefits
if the executive's employment is terminated by A&B without "cause" or by the
executive for "good reason" following a "change in control" of A&B (as those
terms are defined in the Severance Agreements). Upon such termination of
employment, the executive will be entitled to receive a lump sum severance
payment equal to two times the sum of the executive's base salary plus certain
awards and amounts under various A&B incentive and deferred compensation plans,
and an amount equal to the spread between the exercise price of outstanding op-
tions held by the executive and the higher of the then current market price of
A&B common stock or the highest price paid in connection with a change in
control of A&B. In addition, A&B will maintain all (or provide similar)
employee benefit plans for the executive's continued benefit for a period of
two years after termination. Each Severance Agreement provides for a tax
gross-up payment to offset any excise taxes that may become payable by an
executive by reason of Sections 280G and 4999 of the Internal Revenue Code if
the executive's employment is terminated without cause or for good reason
following a change in control of A&B.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee ("Committee") of the Board of
Directors directs the management of A&B's executive compensation program. The
Committee is composed entirely of independent, non-employee Board members, and
is assisted by an international management consulting firm that advises the
Committee on compensation matters.
COMPENSATION PHILOSOPHY
The Committee has implemented an executive compensation philosophy,
approved by the Board, that seeks to relate executive compensation to corporate
performance, individual performance and creation of shareholder value. This
philosophy is achieved through a performance-based compensation system,
pursuant to which a substantial portion of executive officers' compensation is
based on the short-term and long-term results achieved for A&B and A&B share-
holders and on the executive officers' individual performances. For 2000,
approximately 67% of the compensation of named executive officers in the above
Summary Compensation Table was in the form of non-salary, performance-based
compensation.
Consistent with this compensation philosophy, and to enhance the linkage
between the financial interests of executive officers and those of A&B
shareholders, the Board of Directors, in June 1994, approved stock ownership
guidelines that recommend specified minimum levels of ownership of A&B stock to
be met by executive officers within a period of five years. These guidelines,
as subsequently revised, recommend ownership of a minimum number of shares of
A&B stock equal to a multiple of base salary (ranging from one times base
salary to, in the case of the Chief Executive Officer, five times base salary),
divided by the A&B stock price at the beginning of the five-year measurement
period. As of February 15, 2001, approximately one-half of the current
executive officers who have been subject to the recommended guidelines for at
least five years have met such guidelines.
An objective of the executive compensation philosophy is to enable
executive officers to receive above-average compensation, compared with
compensation of executive officers with comparable job responsibilities at
other companies, in order that A&B will be able to attract, retain and motivate
executive officers. Achievement of above-average compensation is tied to
corporate and individual results and the performance of A&B stock, so there is
no assurance that this level of compensation will be achieved.
Comparative data is provided by the Committee's independent compensation
consultant and is based on national compensation survey data from approximately
399 industrial companies, controlled for size and complexity. This survey data
includes nine of the nineteen companies (other than A&B) included in the Dow
Jones Transportation Index used in the Shareholder Return Performance Graph
which appears in this Proxy Statement. A&B competes for executive talent
across a broad group of industries, so survey data based on a broad group of
industrial companies is more appropriate than survey data based on just the
companies in the Dow Jones Transportation Index.
Consistent with the foregoing compensation objectives, the Committee will
not necessarily limit executive compensation to that amount deductible by A&B
under Section 162(m) of the Internal Revenue Code of 1986, as amended. The
Committee nevertheless will consider the deductibility of executive compensa-
tion as one factor in its consideration of compensation matters, and will
consider reasonable steps and alternatives to preserve the deductibility of
compensation payments.
In accordance with the Committee's executive compensation philosophy, the
major components of compensation under A&B's executive compensation program
consist of: (i) base salary, (ii) annual incentive compensation pursuant to
the One-Year Performance Improvement Incentive Plan ("One-Year Plan"), and
(iii) long-term incentive compensation pursuant to the Three-Year Performance
Improvement Incentive Plan ("Three-Year Plan") and the 1998 Stock Option/Stock
Incentive Plan ("1998 Plan").
BASE SALARY
Adjustments to base salary, if any, are considered annually by the
Committee. The Committee reviews the salary adjustments for the executive
officers (other than the Chief Executive Officer) with the Chief Executive
Officer and the senior human resources executive. In making a salary
adjustment, the Committee considers the executive officer's performance in the
past year, the previously-described survey data pertaining to the salary level
necessary for A&B to pay competitively, and projected salary increases in the
coming year for executive officers in the selected diversified group of
companies, but does not consider any specific corporate performance factor.
For 2000, the base salaries of the Chief Executive Officer and executive
officers as a group were set to approximate a range between the 25th and 75th
percentile of salaries in such diversified group.
ANNUAL INCENTIVES
The One-Year Plan provides performance-based incentives to eligible
executive officers and other key employees who contribute materially to the
financial success of A&B. In determining the size of an incentive award to an
executive officer, the Committee considers both corporate performance and
individual performance (the latter includes the performance of the business
unit for which the executive officer is responsible) in the past year.
Corporate performance counts toward 10%-60% of the incentive awards, depending
upon the executive officer's corporate responsibilities. For incentive awards
granted for the 2000 plan cycle, the corporate performance factors, and their
relative weights, were as follows: corporate profit before income tax (65%)
and return on adjusted net assets (35%). The relevant corporate performance
factors and their relative weights are determined annually by the Committee,
and therefore are subject to change for future plan cycles. At the beginning
of each one-year plan cycle, the goals for these corporate performance factors,
as well as the goals for the specific business units for which the executive
officers are responsible and the goals for the individuals themselves, are
identified, and threshold, target and maximum award levels are assigned. At
the end of each plan cycle, the amounts of the incentive awards, if any, are
determined by comparing results with the performance goals. Aggregate awards
under the One-Year Plan are limited by whether A&B meets certain levels of
corporate performance set by the Committee in advance of each plan cycle. The
Committee, however, retains the discretion to adjust awards if, in its
judgment, the awards do not accurately reflect the performance of A&B, the unit
or the individual.
LONG-TERM INCENTIVES
The Three-Year Plan is structured like the One-Year Plan, but provides
performance-based incentives to eligible executive officers and other key
employees who contribute materially to the financial success of A&B on the
basis of corporate performance and individual performance over a three-year
performance cycle. Corporate performance counts toward 20%-100% of the
incentive awards, depending upon the executive officer's corporate
responsibilities. For incentive awards granted for the 1998-2000 plan cycle,
the specific corporate performance factors, and their relative weights, were as
follows: corporate profit before income tax (65%) and return on adjusted net
assets (35%). As with the One-Year Plan, the relevant corporate performance
factors and their relative weights are determined at the beginning of each plan
cycle by the Committee, and therefore are subject to change for future plan
cycles. In addition, as with the One-Year Plan, the specific business unit
performance factors used in assessing individual performance, and their
relative weights, vary by business unit and job position. These business unit
performance factors include, but are not limited to, profit before income tax,
revenue, cost reduction, gross margin, and cost of crops.
Stock option grants under the 1998 Stock Option/Stock Incentive Plan are
considered annually by the Committee. Stock option grants are viewed as a
desirable long-term compensation method because they link directly the
financial interests of executive officers with those of shareholders. Stock
options are granted in the discretion of the Committee. In determining the
size of a stock option award to an executive officer, the Committee considers
the role of the executive officer and corporate performance and individual
performance in the past year, without assigning specific weight to any
particular factor. In determining the size of stock option awards, the
Committee does not consider amounts of stock options outstanding, but does
consider the size of previously-granted stock options and the aggregate size
of current awards.
CHIEF EXECUTIVE OFFICER COMPENSATION
In 2000, the Committee approved two base salary increases for the Chief
Executive Officer, based on his performance in the previous year and the
salaries of other executive officers with comparable job responsibilities in
the selected diversified group of companies. In this regard, the Committee's
objective was to maintain a competitive base salary, which was set to
correspond to a level between the average and the 75th percentile of base
salaries in the selected diversified group of companies. Mr. Doane, who was
appointed Chief Executive Officer of A&B in October 1998, received an award
under the Three-Year Plan for the 1998-2000 performance cycle that was above-
target with respect to A&B corporate profit before income tax and return on
adjusted net assets, and above-target with respect to ABHI corporate profit
before income tax and return on adjusted net assets. Mr. Doane's award under
the One-Year Plan for 2000 was above-target, reflecting above-target A&B
corporate profit before income tax and above-target A&B return on adjusted net
assets. Mr. Doane also received a stock option grant totaling 87,500 shares
in 2000. That grant was based on an overall review of corporate performance
in 1999, without focus on any specific corporate performance measure, and an
assessment of Mr. Doane's past and expected contributions.
The foregoing report is submitted by Leo E. Denlea, Jr. (Chairman), and
Messrs. Michael J. Chun, Charles G. King, and Charles M. Stockholm.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2000, the members of the Compensation and Stock Option Committee
were Mr. Denlea, Chairman, and Messrs. Chun, King, and Stockholm. Mr.
Stockholm serves as non-executive Chairman of the Boards of A&B and Matson.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is composed of four
directors who have been determined to be independent pursuant to the require-
ments of Nasdaq. The Board of Directors has adopted a written charter for the
Audit Committee, a copy of which is attached as Appendix A to this Proxy
Statement.
The Audit Committee provides assistance to the Board of Directors in
fulfilling its obligations with respect to matters involving the accounting,
auditing, financial reporting, internal control and legal compliance functions
of A&B. Among other things, the Audit Committee reviews and discusses with
management and Deloitte & Touche LLP, A&B's independent auditors, the results
of the year-end audit of A&B, including the audit report and audited financial
statements. In this context, the Audit Committee has reviewed and discussed
A&B's audited financial statements with management, has discussed with
Deloitte & Touche LLP the matters required to be discussed by Statement on
Auditing Standards No. 61, as amended, and, with and without management
present, has discussed and reviewed the results of the independent auditor's
examination of the financial statements.
The Audit Committee has received the written disclosures and the letter
from Deloitte & Touche LLP required by Independence Standards Board Standard
No. 1, and has discussed with Deloitte & Touche LLP its independence from A&B.
The Audit Committee has determined that the provision of non-audit services
rendered by Deloitte & Touche LLP to A&B is compatible with maintaining the
independence of Deloitte & Touche LLP from A&B.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that A&B's audited financial statements
be included in A&B's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 for filing with the Securities and Exchange Commission. The
Audit Committee also recommended to the Board of Directors the reappointment,
subject to shareholder approval, of Deloitte & Touche LLP as independent
auditors, and the Board concurred in such recommendation.
The foregoing report is submitted by Carson R. McKissick (Chairman),
Mr. Walter A. Dods, Jr., Ms. Lynn M. Sedway, and Ms. Maryanna G. Shaw.
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on A&B's common stock against the
cumulative total return of the S&P Composite - 500 Stock Index and the Dow
Jones Transportation Index. The Dow Jones Transportation Index is a published
index consisting of twenty companies, including A&B. In accordance with
applicable requirements, the comparison also includes the Dow Jones Marine
Transportation Index, which A&B has used in the comparison since 1993 but which
in the past year has been cut back to include only two companies, one of which
is A&B. Accordingly, A&B believes the Dow Jones Transportation Index is a more
appropriate index for comparative purposes, and beginning next year A&B does
not intend to include the Dow Jones Marine Transportation Index in the
performance graph. For illustrative purposes, A&B again has chosen to display
the Dow Jones Real Estate Investment Index in the comparison.
[COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN* GRAPH SHOWN HERE.]
*$100 INVESTED ON DECEMBER 31, 1995 IN ALEXANDER & BALDWIN, INC. COMMON STOCK,
THE S&P 500 STOCK INDEX, THE DJ TRANSPORTATION INDEX, THE DJ MARINE
TRANSPORTATION INDEX AND THE DJ REAL ESTATE INVESTMENT INDEX. TOTAL RETURN
ASSUMES REINVESTMENT OF DIVIDENDS. FISCAL YEARS ENDING DECEMBER 31.
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
Alexander & Baldwin, Inc. 100 113 127 112 115 137
S&P Composite - 500 100 123 164 211 255 232
DJ Transportation 100 112 132 133 123 129
DJ Marine Transportation 100 129 150 87 123 153
DJ Real Estate Investment 100 135 159 125 119 151
ELECTION OF INDEPENDENT AUDITORS
The Board of Directors has nominated Deloitte & Touche LLP for election as
auditors of A&B for the ensuing year. Deloitte & Touche LLP and its
predecessors have served A&B as such since 1957. Representatives of Deloitte &
Touche LLP are expected to be present at the Annual Meeting, where they will
have the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from shareholders.
Fees paid to Deloitte & Touche LLP (including affiliates) for services
rendered for the year ended December 31, 2000 are as follows:
Audit Fees. For professional services rendered by Deloitte & Touche LLP
for the audit of A&B's annual financial statements for 2000, and the
reviews of the financial statements included in A&B's Forms 10-Q for 2000,
A&B was billed aggregate fees of $499,600.
Financial Information Systems Design and Implementation Fees. For 2000,
Deloitte & Touche LLP did not render professional services described in
Paragraph (c)(4)(ii) of Rule 2-01 of Regulation S-X.
All Other Fees. For all other services rendered by Deloitte & Touche LLP
for 2000, A&B was billed aggregate fees of $301,200.
OTHER BUSINESS
The Board of Directors of A&B knows of no other business to be presented
for shareholder action at the Annual Meeting. However, should matters other
than those set forth in this proxy statement properly come before the Annual
Meeting, the proxyholders named in the accompanying proxy will vote upon them
in accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR 2002
Proposals of shareholders intended to be presented pursuant to Rule 14a-8
under the Exchange Act at the Annual Meeting of A&B in the year 2002 must be
received at the headquarters of A&B on or before November 12, 2001 in order to
be considered for inclusion in the year 2002 proxy statement and proxy. In
order for proposals of shareholders made outside of Rule 14a-8 under the
Exchange Act to be considered "timely" within the meaning of Rule 14a-4(c)
under the Exchange Act, such proposals must be received at the headquarters of
A&B not later than January 26, 2002. A&B's Bylaws require that proposals of
shareholders made outside of Rule 14a-8 under the Exchange Act must be
submitted, in accordance with the requirements of the Bylaws, not later than
January 26, 2002 and not earlier than December 27, 2001.
By Order of the Board of Directors
/s/ Alyson J. Nakamura
ALYSON J. NAKAMURA
Secretary
March 12, 2001
APPENDIX A
----------
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
ALEXANDER & BALDWIN, INC.
_______________________________________________________________________
I. AUTHORITY
The Audit Committee (the "Committee") of the Board of Directors (the
"Board") of Alexander & Baldwin, Inc. (the "Corporation") is established
pursuant to Article III, Section 9 of the Corporation's Revised Bylaws. The
Committee shall be comprised of three or more directors as determined from time
to time by resolution of the Board. Consistent with the appointment of other
Board committees, the members of the Committee shall be elected by the Board at
the annual organizational meeting of the Board or at such other time as may be
determined by the Board. Each member of the Committee shall be qualified to
serve on the Committee pursuant to the requirements of Nasdaq. The Chairman of
the Committee shall be designated by the Board, provided that, if the Board
does not so designate a Chairman, the members of the Committee, by majority
vote, may designate a Chairman. The presence in person, by telephone or by
videoconference of a majority of the Committee's members shall constitute a
quorum for any meeting of the Committee. All actions of the Committee will
require the vote of a majority of its members present at a meeting of the
Committee at which a quorum is present.
II. PURPOSE OF THE COMMITTEE
The Committee's purpose is to provide assistance to the Board in
fulfilling its legal and fiduciary obligations with respect to matters
involving the accounting, auditing, financial reporting, internal control and
legal compliance functions of the Corporation and its subsidiaries.
The Committee shall oversee the audit efforts of the Corporation's
independent accountants and internal auditors and, in that regard, shall take
such actions as it may deem necessary to satisfy itself that the Corporation's
auditors are independent of management. It is the objective of the Committee
to maintain free and open means of communications among the Board, the
independent accountants, the internal auditors and the financial and senior
management of the Corporation.
III. MEETINGS OF THE COMMITTEE
The Committee shall meet with such frequency and at such intervals as it
shall determine is necessary to carry out its duties and responsibilities. As
part of its purpose to foster open communications, the Committee shall meet at
least annually with management, the head of the internal auditing department
and the Corporation's independent accountants in separate executive sessions to
discuss any matters that the Committee or each of these groups or persons
believes should be discussed privately. The Committee, in its discretion, may
ask members of management or others to attend its meetings (or portions
thereof) and to provide pertinent information as necessary. The Committee
shall maintain minutes of its meetings and records relating to those meetings
and the Committee's activities.
IV. DUTIES AND RESPONSIBILITIES OF THE COMMTTEE
In carrying out its duties and responsibilities, the Committee's policies
and procedures should remain flexible, so that it may be in a position to react
or respond to changing circumstances or conditions. The Committee shall review
and reassess annually the adequacy of the Committee's charter. Also, in
carrying out its duties and responsibilities, the following should be
considered as being included within the authority of the Committee:
SELECTION AND EVALUATION OF AUDITORS
(a) Make recommendations to the Board as to the selection of the firm of
independent public accountants to audit the books and accounts of the
Corporation and its subsidiaries for each fiscal year;
(b) Review and approve the Corporation's independent auditors' annual
engagement letter, including the proposed fees contained therein;
(c) Review the performance of the Corporation's independent auditors and
make recommendations to the Board regarding the replacement or termination of
the independent auditors when circumstances warrant;
(d) Oversee the independence of the Corporation's independent auditors
by, among other things:
(i) requiring the independent auditors to deliver to the Committee
on a periodic basis a formal written statement delineating all
relationships between the independent auditors and the Corpora-
tion; and
(ii) actively engaging in a dialogue with the independent auditors
with respect to any disclosed relationships or services that
may impact the objectivity and independence of the independent
auditors and recommending that the Board take appropriate
action to satisfy itself of the auditors' independence;
(e) Instruct the Corporation's independent auditors that they are
ultimately accountable to the Committee and the Board, and that the Committee
and the Board are responsible for the selection (subject to shareholder
approval), evaluation and termination of the Corporation's independent
auditors;
OVERSIGHT OF ANNUAL AUDIT AND QUARTERLY REVIEWS
(f) Review and approve, if appropriate, the annual audit plan of the
Corporation's independent auditors, including the scope of audit activities;
(g) Confirm through private discussions with the Corporation's
independent auditors and the Corporation's management that no management
restrictions are being placed on the scope of the independent auditors' work;
(h) Review the results of the year-end audit, and the financial
statements of the Corporation, including any comments or recommendations of the
Corporation's independent auditors;
(i) Review with management and the Corporation's independent auditors
such accounting policies (and changes therein), including any financial
reporting issues which could have a material impact on the Corporation's
financial statements, as are deemed appropriate for review by the Committee
prior to any interim or year-end filings with the SEC or other regulatory body;
(j) Confirm that the Corporation's interim financial statements included
in Quarterly Reports on Form 10-Q have been reviewed by the Corporation's
independent auditors;
OVERSIGHT OF FINANCIAL REPORTING PROCESS AND INTERNAL CONTROLS
(k) Review the organization plans and results of the Corporation's
internal auditing department;
(l) Review the adequacy and effectiveness of the Corporation's account-
ing and internal control policies and procedures through inquiry and
discussions with the Corporation's independent auditors, the Corporation's
internal auditing department and management of the Corporation;
(m) Receive periodic reports from the Corporation's independent auditors
and management to assess the impact on the Corporation of significant
accounting or financial reporting developments that may have a bearing on the
Corporation;
(n) Establish and maintain free and open means of communication between
and among the Board, the Committee, the Corporation's independent auditors, the
Corporation's internal auditing department and management;
OTHER MATTERS
(o) Prepare the report required by the rules of the Securities and
Exchange Commission ("SEC") to be included in the Corporation's proxy
statement, commencing after December 15, 2000, including the following:
(i) the Committee has reviewed and discussed with management the
audited financial statements to be included in the
Corporation's Annual Report on Form 10-K;
(ii) the Committee has discussed with the Corporation's independent
auditors the matters that the auditors are required to discuss
with the Committee by Statements on Auditing Standard No. 61,
(as it may be modified or supplemented);
(iii) the Committee has received the written disclosures and the
letter from the Corporation's independent auditors required by
Independence Standards Board Standard No. 1, as may be modified
or supplemented, and has discussed with the independent
auditors their independence; and
(iv) based on the review and discussions described in subsections
(i), (ii) and (iii) above, the Committee has recommended to the
Board that the audited financial statements be included in the
Corporation's Annual Report on Form 10-K for the last fiscal
year for filing with the SEC;
(p) Review periodically the Corporation's policies relating to the
avoidance of conflicts of interest and review past or proposed transactions
between the Corporation and members of management;
(q) Review the Corporation's program to monitor compliance with the
Corporation's Code of Conduct, review the reports that will be submitted by the
Corporation's Compliance Committee no less than semi-annually and meet
periodically with a member or members of the Corporation's Compliance Committee
to discuss compliance with the Code of Conduct;
(r) Secure independent expert advice, including retaining outside
counsel, accountants or other consultants or experts to assist the Committee in
fulfilling its duties and responsibilities;
(s) Report regularly to the Board on its activities, as appropriate; and
(t) Perform such additional activities, and consider such other matters,
within the scope of its responsibilities, as the Committee or the Board deems
necessary or appropriate.
* * *
While the Committee has the duties and responsibilities set forth in this
charter, the Committee is not responsible for planning or conducting the audit
or for determining whether the Corporation's financial statements are complete
and accurate and are in accordance with generally accepted accounting
principles. Similarly, it is not the responsibility of the Committee to resolve
disagreements, if any, between management and the independent auditors or to
ensure that the Corporation complies with all laws and regulations and its Code
of Conduct.
*************
PROXY CARD
ALEXANDER & BALDWIN, INC.
822 Bishop Street, Honolulu, Hawaii 96813
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 26, 2001
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints W. A. Doane,
W. A. Dods, Jr., and M. G. Shaw, and each of them,
proxies with full power of substitution, to vote
the shares of stock of Alexander & Baldwin, Inc.,
which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Corporation
to be held on Thursday, April 26, 2001, and at any
adjournments or postponements thereof, on the
matters set forth in the Notice of Meeting and
Proxy Statement, as follows:
(continued and to be signed on reverse side)
______________________________________________________________________________
FOLD AND DETACH HERE
YOU CAN NOW ACCESS YOUR ALEXANDER & BALDWIN, INC. ACCOUNT ONLINE.
Access your Alexander & Baldwin, Inc. shareholder account online via Investor
ServiceDirect SM (ISD).
Mellon Investor Services LLC, agent for Alexander & Baldwin, Inc., now makes it
easy and convenient to get current information on your shareholder account.
After a simple, and secure process of establishing a Personal Identification
Number (PIN), you are ready to log in and access your account to:
.View account status
.View certificate history
.View book-entry information
.View payment history for dividends
.Make address changes
.Obtain a duplicate 1099 tax form
.Establish/change your PIN
VISIT US ON THE WEB AT HTTP://WWW.MELLON-INVESTOR.COM
AND FOLLOW THE INSTRUCTIONS SHOWN ON THIS PAGE.
STEP 1: FIRST TIME USERS - ESTABLISH A PIN
You must first establish a Personal Identification Number (PIN) online by
following the directions provided in the upper right portion of the web screen
as follows. You will also need your Social Security Number (SSN) available to
establish a PIN.
INVESTOR SERVICE DIRECT SM IS CURRENTLY ONLY AVAILABLE FOR DOMESTIC INDIVIDUAL
AND JOINT ACCOUNTS.
. SSN
. PIN
. Then click on the ESTABLISH PIN button
Please be sure to remember your PIN, or maintain it in a secure place for
future reference.
STEP 2: LOG IN FOR ACCOUNT ACCESS
You are now ready to log in. To access your account please enter your:
. SSN
. PIN
. Then click on the SUBMIT button
If you have more than one account, you will now be asked to select the
appropriate account.
STEP 3: ACCOUNT STATUS SCREEN
You are now ready to access your account information. Click on the appropriate
button to view or initiate transactions.
. Certificate History
. Book-Entry Information
. Issue Certificate
. Payment History
. Address Change
. Duplicate 1099
FOR TECHNICAL ASSISTANCE CALL 1-877-978-7778 BETWEEN
9AM-7PM MONDAY-FRIDAY EASTERN TIME
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2 BELOW.
---
Please mark your X
votes as indicated
in this example
1. ELECTION OF DIRECTORS (Check one box only): 01 M. J. Chun, 02 L. E. Denlea,
Jr., 03 W. A. Doane, 04 W. A.
Dods, Jr., 05 C. G. King,
06 C. R. McKissick, 07 C. B.
Mulholland, 08 L. M. Sedway,
09 M. G. Shaw, 10 C. M.
Stockholm.
FOR all nominees __ (To withhold authority to vote
listed to the right: |__| for any individual nominee,
check the "FOR all nominees"
WITHOUT AUTHORITY box to the left and write the
to vote for all nominees listed to name of the nominee for whom
the right: __ you wish to withhold authority
|__| in the space provided below.)
____________________________________________________________________________
2. PROPOSAL TO ELECT DELOITTE & TOUCHE LLP 3. In their discretion on such
as the auditors of the Corporation: other matters as may
properly come before the
FOR AGAINST ABSTAIN meeting or any adjourn-
__ __ __ ments or postponements
|__| |__| |__| thereof.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS
AS PROPERLY MAY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS
THEREOF.
DATED:______________________________________________, 2001
PLEASE SIGN EXACTLY AS NAME(S) APPEARS AT LEFT:
____________________________________________________
Signature
____________________________________________________
Signature
IMPORTANT: WHEN STOCK IS IN TWO OR MORE NAMES, ALL MUST SIGN. WHEN SIGNING
AS EXECUTOR, TRUSTEE, GUARDIAN OR OFFICER OF A CORPORATION, GIVE TITLE AS SUCH.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
ENVEL0PE.
______________________________________________________________________________
FOLD AND DETACH HERE
VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY
CARD.
INTERNET
http://www.proxyvoting.com/alex
Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number,
located in the box below, to create and submit an electronic ballot.
OR
TELEPHONE
1-800-840-1208
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in
the box below, and then follow the directions given.
OR
MAIL
Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.
IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE,
YOU DO NOT NEED TO MAIL BACK YOUR PROXY CARD.