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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): July 10, 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):
_
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
_
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
_
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
_
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
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On July 10, 2006, Alexander & Baldwin, Inc. issued a press release
related to its accelerated share repurchase, a copy of which is attached as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits
99.1 Press Release dated July 10, 2006, announcing
accelerated share repurchase.
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: July 10, 2006
ALEXANDER & BALDWIN, INC.
/s/ Christopher J. Benjamin
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Christopher J. Benjamin
Senior Vice President,
Chief Financial Officer,
and Treasurer
FOR RELEASE AT 8:00 A.M. EDT
MONDAY, JULY 10, 2006
FOR MORE INFORMATION:
Christopher J. Benjamin, 808-525-8405 or cbenjamin@abinc.com
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A&B REPURCHASES SHARES
Undertakes Accelerated Share Repurchase Program
HONOLULU - (July 10, 2006) - Alexander & Baldwin, Inc.
(NASDAQ:ALEX) announced today that it has repurchased $63 million of
its common stock in connection with an accelerated share repurchase program
("ASR"). Pursuant to the terms of the ASR, A&B is acquiring a minimum of
1,345,000 of its shares, of which 984,000 shares already have been acquired and
361,000 shares will be acquired on July 12, 2006. A&B also could acquire up to
an additional 184,000 of its shares for no additional consideration. The total
number of shares to be repurchased by A&B under the ASR is based on the volume
weighted average price of the Company's stock during the ASR term. The ASR was
executed through an agreement with Goldman, Sachs & Co.
In addition, A&B purchased 200,000 shares of its common stock through
open-market transactions in the latter part of June for approximately $8.5
million. Upon completion of the ASR, A&B will have repurchased
between 1,545,000 and 1,729,000 shares of its stock during 2006 and will have
between 271,000 and 455,000 shares remaining under its existing share repurchase
authorization.
"We've responded to the recent softness in A&B's stock price to make an
attractive investment and return cash to our shareholders," said A&B Chairman &
CEO Allen Doane. "We are confident in our ability to take this step
while maintaining access to capital to fund our business growth strategies and
our active capital investment program."
A&B has a diverse real estate development pipeline with half a dozen
company-owned or joint venture projects under construction, and several more in
the design and planning stages. The company also has been an active acquirer of
land for development in Hawaii and expects to continue this acquisition
program. Its Matson Navigation Company subsidiary will complete a $500 million
vessel acquisition program with the delivery this month of a fourth new vessel
and is investing in the expansion of roll-on/roll-off garage capacity on its
ships.
"A share repurchase is, first and foremost, an investment decision, but
it also is an important means of optimizing the Company's balance sheet and cost
of capital," added Chris Benjamin, A&B's senior vice president, chief financial
officer and treasurer. "The ASR program provides an effective way to
execute a meaningful repurchase in a single transaction and immediately reduce
our shares outstanding."
The shares acquired by A&B through the open-market purchases and the
shares acquired to date through the ASR were retired in late June and
therefore will have a negligible impact on the Company's second quarter earnings
per share.
Alexander & Baldwin, Inc., headquartered in Honolulu, is engaged in ocean
transportation and logistics services through its subsidiaries Matson
Navigation Company, Inc. and Matson Integrated Logistics, Inc.; in real estate
through A&B Properties, Inc.; and in food products through Hawaiian Commercial &
Sugar Company and Kauai Coffee Company, Inc. Additional information about A&B
may be found at its web site: www.alexanderbaldwin.com.
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Statements in this press release that are not historical facts are
"forward-looking statements," within the meaning of the Private Securities
Litigation Reform Act of 1995, that involve a number of risks and uncertainties
that could cause actual results to differ materially from those contemplated by
the relevant forward-looking statement. These forward-looking statements are not
guarantees of future performance. This release should be read in conjunction
with our Annual Report on Form 10-K and our other filings with the SEC through
the date of this release, which identify important factors that could affect the
forward-looking statements in this release.
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