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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):
JUNE 25, 1998
ALEXANDER & BALDWIN, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
HAWAII 0-565 99-0032630
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(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
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)
ITEM 5. OTHER EVENTS
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On June 25, 1998, the Board of Directors of Alexander & Baldwin, Inc.
(the "Company") declared a dividend distribution of one Right for each
outstanding share of common stock, without par value (the "Common Stock"), of
the Company to shareholders of record at the close of business on December 19,
1998, or on such earlier date (if any) as existing common stock purchase
rights may be redeemed in accordance with the Company's shareholder rights plan
adopted December 8, 1988. Each Right entitles the registered holder to
purchase from the Company one share of Common Stock at a price of $110 per
share (the "Exercise Price"), subject to adjustment. The Exercise Price shall
be paid in cash. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") dated as of June 25, 1998 between the
Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock on the
Distribution Date, which is the earlier of (i) the date of the first public
announcement that a person (a "20% Stockholder") has become the beneficial
owner of 20% or more of the outstanding shares of Common Stock (the "20%
Ownership Date"), or (ii) the tenth business day (or such later day as shall be
designated by the Board of Directors) following the date of the commencement
of, or the announcement of an intention to make, a tender offer or exchange
offer, the consummation of which would cause a person to become a 20%
Stockholder. Until the Distribution Date, (i) the Rights will be evidenced by
the Common Stock certificates and will be transferred with, and only with, such
Common Stock certificates, (ii) Common Stock certificates issued after the
record date for distribution of the Rights will contain a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates for Common Stock outstanding also will constitute
the transfer of the Rights associated with the Common Stock represented by such
certificates.
The Rights are not exercisable until the Distribution Date and will
expire at the later of the close of business on (i) December 19, 2008, or (ii)
the tenth anniversary of the Distribution Date, unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of the Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.
Upon public announcement by the Company or a 20% Stockholder that a
person has become a 20% Stockholder, or such earlier date as a majority of the
Board of Directors becomes aware of the existence of the 20% Stockholder, each
holder of a Right thereafter will have the right to purchase, at the Exercise
Price, the number of shares of Common Stock with an aggregate market value
equal to two times the Exercise Price. Notwithstanding any of the foregoing,
from and after the Distribution Date, all Rights that are or were beneficially
owned by a 20% Stockholder will be null and void.
In the event that, at any time following the 20% Ownership Date, (i) the
Company is acquired in a merger or other business combination transaction in
which the Company is not the surviving corporation, (ii) the Company is the
surviving corporation in a merger or other business combination transaction in
which all or part of the Common Stock is changed into or exchanged for stock or
assets of another person, or (iii) 50% or more of the Company's assets or
earning power is sold or transferred (other than in the ordinary course of
business), each holder of a Right (except Rights which previously have been
voided as set forth above) thereafter shall have the right, upon payment of the
Exercise Price, to buy such number of shares of common stock of the surviving
corporation with an aggregate market value equal to two times the Exercise
Price of the Right.
The Exercise Price payable, and the number and kind of securities that
may be purchased, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common Stock.
With certain exceptions, no adjustment in the Exercise Price will be
required until cumulative adjustments amount to at least 1% of the Exercise
Price. No fractional shares of Common Stock will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Stock on the last trading date prior to the date of exercise.
At any time until the earliest of (i) the Distribution Date, (ii) the
date of the first event of the type giving rise to the right, described above,
to purchase shares of common stock of a surviving corporation, or (iii) the
date the Rights expire, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right, payable in cash, shares of Common Stock,
other securities of the Company, other property, or any combination thereof.
Immediately upon the action of the Board of Directors ordering redemption of
the Rights, the right to exercise Rights will terminate and the only right
thereafter of the holders of Rights will be to receive the $.01 redemption
price.
At any time after the 20% Ownership Date and prior to the first date
thereafter upon which a 20% Stockholder becomes the beneficial owner of 50% or
more of the outstanding shares of Common Stock, the Company may exchange the
Rights in whole, but not in part, for shares of Common Stock (or cash,
property, or other securities) having a current value equal to the difference
between the Exercise Price and the current market price of the shares that
otherwise would be issuable upon exercise of a Right on such date. Immediately
upon the action of the Board of Directors ordering exchange of the Rights, the
right to exercise Rights will terminate and the only right thereafter of the
holders of Rights will be to receive the shares of Common Stock (or cash,
property or other securities) for which the Rights are to be exchanged.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends. While the distribution of the Rights
will not be taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the event that
the Rights become exercisable.
The Rights Agreement may be amended by the Board of Directors of the
Company without the approval of any holder of Rights and whether or not such
amendment is adverse to any holder of Rights. However, after the earlier of
the 20% Ownership Date or the date the Board of Directors authorizes and
directs the redemption or exchange of Rights, the Rights Agreement may not be
amended in any manner that would materially and adversely affect any holder
of Rights (other than a 20% Stockholder).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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4. Rights Agreement, dated as of June 25, 1998, between Alexander &
Baldwin, Inc. and ChaseMellon Shareholder Services, L.L.C.,
incorporated herein by reference to Alexander & Baldwin, Inc. Form
8-A Registration Statement, dated July 16, 1998.
99. Press Release issued June 25, 1998.
SIGNATURES
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 thereunto duly authorized.
Date: July 16, 1998
ALEXANDER & BALDWIN, INC.
By /s/ Michael J. Marks
Michael J. Marks
Vice President, General Counsel
and Secretary
EXHIBIT INDEX
4. Rights Agreement, dated as of June 25, 1998, between Alexander & Baldwin,
Inc. and ChaseMellon Shareholder Services, L.L.C., incorporated herein by
reference to Alexander & Baldwin, Inc. Form 8-A Registration Statement,
dated July 16, 1998.
99. Press Release issued June 25, 1998.
ALEXANDER & BALDWIN, INC.
For further information contact:
John B. Kelley, Vice President
808-525-8422
E-mail: invrel@alexanderbaldwin.com
FOR IMMEDIATE RELEASE
Thursday, June 25, 1998
A&B 3RD-QUARTER DIVIDEND AUTHORIZED, RIGHTS PLAN RENEWED
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Honolulu -- The Board of Directors of Alexander & Baldwin, Inc.
(NASDAQ:ALEX) today announced a third-quarter 1998 dividend of 22.5 cents per
share, payable on September 3, 1998 to shareholders of record as of the close
of business on August 6, 1998.
Separately, the Board of Directors also adopted a stockholder rights plan
to replace its existing rights plan that expires in December of this year. The
new plan is intended to maximize the ability of the Board to act on behalf of
shareholders in the event of takeover activity involving the Company, and to
protect stockholders from potentially coercive or unfair takeover conduct. The
new plan is similar in purpose and effect to the existing plan, which has been
in effect since 1988. Rights under the new plan will be distributed to
stockholders of record as of December 19, 1998. A detailed description of the
new plan will be mailed to stockholders at that time.
Alexander & Baldwin, Inc., headquartered in Honolulu, has two major
subsidiaries: Matson Navigation Company, Inc. (ocean transportation) and
A&B-Hawaii, Inc. (property development and management, and food products).
Additional information about A&B may be found at its web site:
www.alexanderbaldwin com.