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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Alexander & Baldwin, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
014482103
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(CUSIP Number of Class of Securities)
Check the following box if a fee is being paid with this statement
/ /. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class. See
Rule 13d-7).
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior page.
The information required in the remainder of this cover page shall
not be deemed to by "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
SEC 1745 (10-88)
(Continued on following page(s))
CUSIP No. 014482103 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 4,274,007 shares (9.4%)
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) NO VOTING POWER
(Clients Vote Shares)
: 2,893,000 Shares (6.9%)
(Includes shares owned by
Longleaf Partners Fund)
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:(7) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 4,471,407 shares (9.8%)
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:(8) NO DISPOSITIVE POWER
(Clients Determine)
2,695,600 shares (5.9%)
(Includes shares owned by
Longleaf Partners Fund)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary Accounts)
4,471,407 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES /x/
Non-Discretionary Shares and Investment Company Shares -
See items 3 and 4 of text
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 014482103 13G
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(1) NAMES OF REPORTING PERSONS
Longleaf Partners Fund I.D. No. 63-6147721
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts business trust
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:(5) SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY : 1,565,000 shares
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED OR NO VOTING POWER
: None
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:(7) SOLE DISPOSITIVE POWER
: 1,565,000 shares
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:(8) SHARED OR NO DISPOSITIVE
POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,565,000 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4 %
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(12) TYPE OF REPORTING PERSON
IV
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CUSIP No. 014482103 13G
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
- -------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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(12) TYPE OF REPORTING PERSON
IN
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Item 1.
(a). Name of Issuer: Alexander & Baldwin, Inc.
("Issuer")
(b). Address of Issuer's Principal Executive Offices:
822 Bishop Street
Honolulu, HI 96813
Item 2.
(a) and (b). Names and Principal Business Addresses of
Persons Filing:
(1). Southeastern Asset Management, Inc.
6075 Poplar Avenue; Suite 900
Memphis, TN 38119
(2). Longleaf Partners Fund
6075 Poplar Avenue; Suite 900
Memphis, TN 38119
(3). Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6075 Poplar Avenue; Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee
corporation
Longleaf Partners Fund - A series of a
Massachusetts business trust
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: Common Stock (the
"Securities").
(e). Cusip Number: 014482103
Item 3. If this statement is filed pursuant to Rules 13d-1
(b) or 13d-2 (b), check whether the person filing is a:
(d). Investment Company registered under Sec. 8 of the
Investment Company Act- Longleaf Partners Fund, a
series of Longleaf Partners Funds Trust, a
Massachusetts business trust
(e). Investment Advisor registered under Section 203 of
the Investment Advisers Act of 1940 - Southeastern
Asset Management, Inc.
The Securities covered by this report are owned
legally by the investment advisory clients of
Southeastern Asset Management, Inc. and by Longleaf
Partners Fund; none are legally owned directly or
indirectly by Southeastern Asset Management, Inc.
and none are physically held by or registered in
the name of Southeastern Asset Management, Inc. As
permitted by Rule 13d-4, the filing of this
statement shall not be construed as an admission
that Southeastern Asset Management, Inc. is the
beneficial owner of any of the securities covered
by this statement.
(g). Parent Holding Company. This statement is also
being filed by Mr. O. Mason Hawkins, Chairman of
the Board and C.E.O. of Southeastern Asset
Management, Inc. in the event he could be deemed to
be a controlling person of that firm as the result
of his official positions with or ownership of its
voting securities. The existence of such control is
expressly disclaimed. Mr. Hawkins does not legally
own directly or indirectly any securities covered
by this statement for his own account. As
permitted by Rule 13d-4, the filing of this
statement shall not be construed as an admission
that Mr. Hawkins is the beneficial owner of any of
the securities covered by this statement.
Item 4. Ownership:
(a). Amount Beneficially Owned:
(1). Southeastern Asset Management, Inc. -
Discretionary shares - 4,471,407 shares
(2). Longleaf Partners Fund - 1,565,000 shares
(b). Percent of Class:
(1). Southeastern Asset Management, Inc.
Discretionary shares - 9.8%
(2). Longleaf Partners Fund - 3.4%
Above percentages based on 45,663,160 shares of
Common Stock outstanding as reported in the
Issuer's 1995 Proxy Statement.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
(1). Southeastern Asset Management, Inc.
Discretionary shares - 4,274,007 shares
(9.4%)
(2). Longleaf Partners Fund - 1,565,000 shares
(3.4%)
(ii). No power to vote or to direct the vote:
Southeastern Asset Management, Inc. -
Non-Discretionary Shares for which
beneficial ownership is expressly
disclaimed - 1,328,000 shares (2.9%)
(iii). sole power to dispose or to direct the
disposition of:
(1). Southeastern Asset Management, Inc.
Discretionary shares - 4,471,407 shares
(9.8%)
(2). Longleaf Partners Fund - 1,565,000 shares
(3.4%)
(iv). No power to dispose or to direct the
disposition of:
Southeastern Asset Management, Inc. -
Non-Discretionary Shares for which
beneficial ownership is expressly
disclaimed - 1,130,600 shares (2.5%)
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person: N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company: N/A
Item 8. Identification and Classification of Members of the
Group: N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose and do not have the effect of changing or influencing
the control of the issuer of such securities and were not
acquired in connection with or as a participant in any
transaction having such purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
Dated: February 1, 1996
Southeastern Asset Longleaf Partners Fund
Management, Inc.
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
- ------------------------------ ------------------------------
Charles D. Reaves Charles D. Reaves
Vice President and Executive Vice President
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 1st day of February, 1996.
Southeastern Asset Longleaf Partners Fund
Management, Inc.
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
- ------------------------------ ------------------------------
Charles D. Reaves Charles D. Reaves
Vice President and Executive Vice President
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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AFFIDAVIT OF UNITED STATES CITIZENSHIP
State of Tennessee )
) SS:
Shelby County )
I, Charles D. Reaves, Vice President & General Counsel of
Southeastern Asset Management, Inc., being duly sworn, depose and
say:
1. That I am the Vice President and General Counsel of Southeastern
Asset Management, Inc., a corporation organized and existing
under the laws of the State of Tennessee (hereinafter called
"Southeastern"), which is an investment adviser registered with
the Securities & Exchange Commission under the provisions of the
Investment Advisers Act of 1940, the Chairman of the Board and
Chief Executive Officer and all members of the Board of
Directors of which are U.S. citizens, and which has its
principal executive offices at 6075 Poplar Ave., Suite 900,
Memphis, TN 38119.
2. That in my capacity as Vice President & General Counsel, I am
authorized to execute and deliver this Affidavit of United
States Citizenship.
3. That all shares of Alexander & Baldwin, Inc. referred to in Item
4, below, are legally owned by and registered in the names of
separate investment advisory clients of Southeastern.
4. That as of December 31, 1994, such investment advisory clients
of Southeastern had legal ownership of shares of common stock of
Alexander & Baldwin, Inc. as follows:
(a). Accounts with respect to which Southeastern possesses
discretionary voting power, discretionary dispositive
power, or both: 4,526,500 shares.
(b). Accounts with respect to which Southeastern does not
possess either discretionary voting power or discretionary
dispositive power: 1,141,800 shares.
(c). Shares owned by Longleaf Partners Fund, a series of
Longleaf Partners Funds Trust, a Massachusetts business
trust which is registered with the Securities & Exchange
Commission as an investment company under the provisions of
the Investment Company Act of 1940, and whose Chairman of
the Board and Chief Executive Officer and all members of
the Board of Trustees of which are U.S. citizens:
1,565,000 shares.
5. That the legal owners of the shares of common stock of Alexander
& Baldwin, Inc. referred to in Item 4 are persons or entities
having registered addresses within the United States; and that
according to Southeastern's records, none of the legal owners of
the shares owns as much as 2,283,158 shares or 5% of the
45,663,160 shares reported by Alexander & Baldwin, Inc. as
issued and outstanding as of February 17, 1995.
6. That Affiant has carefully examined this Affidavit and asserts
that all of the statements and representations contained herein
are true to the best of his knowledge, information and belief.
Dated March 8, 1995
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Subscribed and sworn to before me, a Notary Public in and for
Shelby County, State of Tennessee, this 8th day March, 1995.
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Kay Clark
My Commission Expires: