UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2006
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
Hawaii 0-565 99-0032630
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
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of incorporation) Identification No.)
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822 Bishop Street, P. O. Box 3440
Honolulu, Hawaii 96801
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(Address of principal executive office and zip code)
(808) 525-6611
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
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Off-Balance Sheet Arrangement of a Registrant.
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On April 20, 2006, Alexander & Baldwin, Inc. ("A&B") entered into a
three-year unsecured note purchase and private shelf agreement, dated as of
April 19, 2006, ("Agreement") with Prudential Investment Management, Inc., The
Prudential Insurance Company of America, Prudential Retirement Insurance and
Annuity Company, Gibraltar Life Insurance Co., Ltd., and The Prudential
Insurance Company, Ltd. (individually and collectively, "Prudential") under
which A&B may issue notes to Prudential in an aggregate amount up to
$400,000,000 less the sum of all principal amounts then outstanding on any notes
issued by A&B or any of its subsidiaries to Prudential and the amount of any
such notes then committed to be purchased by Prudential. The Agreement is more
fully described in an 8-K filed with the Securities and Exchange Commission on
April 21, 2006.
On December 20, 2006, in accordance with the Agreement, A&B issued the
first series of senior promissory notes, Series A notes, totaling $50 million.
The notes carry interest at an annual fixed-rate of 5.53% and will be repaid in
twelve equal semi-annual installments of principal in the amount of
$4,166,666.67, commencing on June 20, 2011, with a final maturity on December
20, 2016.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 21, 2006
ALEXANDER & BALDWIN, INC.
/s/ Christopher J. Benjamin
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Christopher J. Benjamin
Senior Vice President,
Chief Financial Officer and
Treasurer