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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): February 20,
2009
ALEXANDER
& BALDWIN, INC.
(Exact
name of registrant as specified in its charter)
|
Hawaii
|
000-00565
|
99-0032630
|
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(I.R.S. Employer
Identification
No.)
|
822 Bishop
Street, P. O. Box 3440
Honolulu, Hawaii 96801
(Address
of principal executive office and zip code)
(808)
525-6611
(Registrant’s
telephone number, including area code)
Not
Applicable
(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.):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 1.01. Entry
into a Material Definitive Agreement.
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 a Form 8-K filed with the Securities and Exchange Commission on
April 21, 2006.
On February 20, 2009, A&B and
Prudential amended the Agreement to extend the maturity date of the Agreement
from April 19, 2009 to April 19, 2012, effective as of March 8,
2009. The amendment is attached hereto as Exhibit 10.1.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
10.1
Amendment, dated March 8, 2009, to Note Purchase and Private Shelf Agreement
among Alexander & Baldwin, Inc., 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., dated as of April 19, 2006.
SIGNATURE
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: February
20, 2009
ALEXANDER & BALDWIN,
INC.
/s/ Christopher J.
Benjamin
Christopher J. Benjamin
Senior Vice President
Chief Financial Officer and
Treasurer
March 8, 2009
Alexander
& Baldwin, Inc.
822 Bishop
Street
Honolulu,
Hawaii 96813
Gentlemen:
Reference
is made to the Note Purchase and Private Shelf Agreement dated as of April 19,
2006, by and between Alexander & Baldwin, Inc. (the “Company”), on the one
hand, and Prudential Investment Management, Inc. (“PIM”) and each Prudential
Affiliate (as defined therein) that is or may become bound by certain provisions
thereof, on the other hand, as amended by a letter agreement dated April 9, 2007
(the "Agreement").
Pursuant
to paragraph 11C of the Agreement and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the undersigned and the
Company hereby agree that clause (i) of paragraph 2B(2) is amended by deleting
the reference therein to “the third anniversary of the date of this Agreement”
and substituting therefor a reference to “the sixth anniversary of the date of
this Agreement”. The effectiveness of the foregoing is subject
to the payment by the Company to PIM of a $75,000 structuring fee on or before
March 9, 2009.
This
letter agreement shall be governed by the law of the State of
California.
If you are
in agreement with the foregoing, please execute each of the enclosed
counterparts of this letter agreement in the space indicated below and return
one of them to Prudential Capital Group at: Four Embarcadero Center,
Suite 2700, San Francisco, CA 94111, Attention: James F.
Evert. This letter agreement shall be effective as of the date first
appearing above upon its execution and delivery by each party named as a
signatory hereto.
Sincerely,
Prudential Investment Management,
Inc.
By: /s/
David Nguyen
Title: Vice
President
The
Prudential Insurance
Company of
America
By: /s/ David
Nguyen
Title: Vice
President
The
Prudential Life Insurance
Company, Ltd.
By: Prudential Investment
Management (Japan),
Inc., as Investment
Manager
By: Prudential Investment
Management, Inc.,
As Sub-Adviser
By: /s/ David
Nguyen
Vice President
Gibraltar Life Insurance Co.,
Ltd.
By: Prudential Investment
Management (Japan),
Inc., as Investment
Manager
By: Prudential Investment
Management, Inc.,
As Sub-Adviser
By: /s/ David
Nguyen
Vice President
Prudential Retirement
Insurance
and Annuity Company
By: Prudential Investment
Management, Inc.,
As Investment Manager
By: /s/ David
Nguyen
Vice President
Acknowledged
and agreed:
Alexander
& Baldwin, Inc.
By: /s/
W. Allen Doane
Title: Chairman
and Chief Executive Officer
By: /s/
Christopher J. Benjamin
Title:
Senior Vice President, Chief Financial Officer & Treasurer