ITEM 3. LEGAL PROCEEDINGS
See "Business and Properties - Ocean Transportation - Rate Regulation" above for a discussion of rate and other regulatory matters in which Matson is routinely involved.
In June 1990, Matson Terminals filed a complaint in the Superior Court of California against Home Insurance Company, Hobbs Group, Inc. and Arkwright- Boston Insurance Company for breach of contract and negligence. The complaint sought recovery of damages sustained at Matson Terminals' Oakland terminal as a result of the October 1989 Loma Prieta earthquake. The court awarded Matson Terminals $23,516,000, which included $11,250,000 in punitive damages. Defendant Home Insurance Company has filed an appeal of the court's award.
On February 11, 1992, Pan Ocean Shipping Co., Ltd. ("Pan Ocean") served an amended complaint on Matson, alleging that a Matson vessel negligently discharged contaminated ballast water into Los Angeles harbor on January 9, 1991. Pan Ocean admits that a vessel owned and operated by Pan Ocean discharged fuel oil into Los Angeles harbor on January 8, 1991. Pan Ocean is seeking contribution and indemnification for the in-harbor clean-up charges which it alleged to be between $16,000,000 and $19,000,000. On April 12, 1993, Pan Ocean amended its complaint to allege fraud and seek unspecified punitive damages.
On September 13, 1993, the parties stipulated to binding arbitration before a Special Master appointed by the United States District Court for the Central District of California. The Special Master's findings will be incorporated into a judgment by the United States District Court, which judgment may be appealed to the Ninth Circuit Court of Appeals only on the issues of punitive damages and misconduct of the Special Master. The arbitration hearing commenced on January 13, 1994. Management believes, after consultation with legal counsel and given the Protection and Indemnity coverage under Matson's insurance policy in effect at the time of the alleged conduct, that any ultimate liability in connection with this action will not have a material adverse effect on Matson's financial condition.
On November 1, 1994, the Division of Water Quality, Department of Wastewater Management, City and County of Honolulu ("City and County") issued a Cease and Desist Order to C&H, alleging violations of a City and County ordinance arising out of C&H's discharge of industrial wastewater from C&H's liquid sugar refinery into the City and County's sewer system. Among other things, the Cease and Desist Order ordered C&H to stop discharging wastewater into the sewer system, ordered C&H to provide a corrective action plan and warned that the violations might carry civil and/or criminal penalties. Sub sequently, the City and County issued Amended Order No. 1, on November 9, 1994, and Amended Order No. 2, on December 2, 1994, which, among other things, permitted C&H to discharge wastewater into the sewer system, provided C&H did not violate its permit, and imposed a fine on C&H in the amount of $1,650,000, which fine was suspended provided C&H comply with the Amended Orders. A hearing on Amended Order No. 2 was held on January 9, 1995. No decision has been issued yet.
Modifications have been completed to the refinery that C&H believes will allow the refinery to operate without violating the original Cease and Desist Order or the Amended Orders. C&H has appealed all Orders and will be responding to the charges brought by the City and County.
A&B and its subsidiaries are parties to, or may be contingently liable in connection with, other legal actions arising in the normal conduct of their businesses, the outcomes of which, in the opinion of management after consulta tion with counsel, would not have a material adverse effect on A&B's financial position.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
For the information about executive officers of A&B required to be included in this Part I, see paragraph B of "Directors and Executive Officers of the Registrant" in Part III below, which is incorporated into Part I by reference.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
This information is contained in the sections captioned "Common Stock" and "Dividends" on pages 23 and 24 of the 1994 Annual Report, which sections are incorporated herein by reference.
At February 17, 1995, there were 6,729 record holders of A&B common stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Information for the years 1990 through 1994 is contained in the comparative table captioned "Eleven-Year Summary of Selected Financial Data" on pages 26 and 27 of the 1994 Annual Report, which information is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A&B's financial statements, including the results of operations discussed herein, are based on the historical-cost method of accounting, in accordance with generally accepted accounting principles. If estimated current costs of property and inventory were applied to reflect the effects of inflation on A&B's businesses, total assets would be higher and net income lower than shown by the historical-cost financial statements. However, the carrying values of current assets (other than inventories, real estate held for sale, deferred income taxes and prepaid and other assets) and of debt instruments are reasonable estimates of their fair values. Investments in marketable securities are stated in the financial statements at market values in accordance with Statement of Financial Accounting Standards No. 115. Certain investments held in the Capital Construction Fund at amortized cost exceeded their fair values at December 31, 1994. This matter is described more fully in Note 9 on pages 42 and 43 of the 1994 Annual Report, which Note is incorporated herein by reference.
Additional information applicable to this Item 7 is contained in the section captioned "Management's Discussion and Analysis" on pages 29 through 31 of the 1994 Annual Report, which section is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
This information is contained in the financial statements and accompanying notes on pages 32 through 43 of the 1994 Annual Report, the Independent Auditors' Report on page 25 of the 1994 Annual Report, and the Industry Segment Information for the years ended December 31, 1994, 1993 and 1992 appearing on page 28 of the 1994 Annual Report and incorporated into the financial statements by Note 11 thereto, all of which are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
A. DIRECTORS
For information about the directors of A&B, see the section captioned "Election of Directors" on pages 2 and 3 of A&B's proxy statement dated March 6, 1995 ("A&B's 1995 Proxy Statement"), which section is incorporated herein by reference.
B. EXECUTIVE OFFICERS OF THE REGISTRANT
The name of each executive officer of A&B (in alphabetical order), age (in parentheses) as of March 31, 1995, present and prior positions with A&B and year appointed as such, and business experience for the past five years are given below.
Generally, the term of office of executive officers is at the pleasure of the Board of Directors. With regard to compliance with Section 16(a) of the Securities Exchange Act of 1934, A&B believes that during fiscal 1994 its directors and executive officers filed on a timely basis all reports required to be filed under Section 16(a). For a discussion of severance agreements between A&B and certain of A&B's executive officers, see the subsection captioned "Severance Agreements" on page 13 of A&B's 1995 Proxy Statement, which subsec tion is incorporated herein by reference.
Meredith J. Ching (38) Vice President (Government & Community Relations) of A&B, 10/92-present; Vice President of ABHI (Government & Community Relations), 10/92-present; Vice President of ABHI (Natural Resources Development & Government Affairs), 4/89- 9/92; Vice President of ABHI (Natural Resources Development), 4/88-3/89.
John C. Couch (55) Chairman of the Board of A&B, effective 4/95; President of A&B, 10/85-4/89, 4/91-present; Chief Executive Officer of A&B, 4/92-present; Chief Operating Officer of A&B, 10/85-4/89, 4/91-4/92; Executive Vice President of A&B, 1/85- 10/85; Chairman of the Board of ABHI, effective 4/95; President and Chief Executive Officer of ABHI, 4/89-present; Chairman of the Board of Matson, effective 4/95; Vice Chairman of the Board of Matson, 4/92-3/95; President and Chief Operating Officer of Matson, 1/85-10/85; Executive Vice President and Chief Operating Officer of Matson, 1984; Chairman of the Board of C&H, 7/90- present; Director of A&B, 10/85-present; Director of Matson, 10/85-4/89, 4/91- present; Director of ABHI, 4/89-present.
W. Allen Doane (47) Executive Vice President and Chief Operating Officer of ABHI, 4/91-present; Managing Partner and Chief Operating Officer of The Shidler Group, 1988-1990.
Raymond J. Donohue (58) Senior Vice President and Chief Financial Officer of Matson, 1/87-present; Vice President (Finance) of Matson, 10/80-12/86.
Frederick M. Gutterson (52) Senior Vice President of Matson, 4/94-present; Vice President of Matson, 4/89-4/94; President and Chief Executive Officer of Matson Leasing Company, Inc., 4/89-present.
G. Stephen Holaday (50) Vice President and Controller of A&B, 4/93-present; Vice President, Chief Financial Officer and Treasurer of A&B, 4/89-4/93; Senior Vice President, Chief Financial Officer and Treasurer of ABHI, 4/89-present; Senior Vice President and Chief Financial Officer of A&B, 10/87-3/89; Vice President and Chief Financial Officer of A&B, 2/87-9/87; Vice President, Treasurer and Controller of A&B, 1984-1987.
John B. Kelley (49) Vice President (Investor Relations) of A&B, 1/95-present; Vice President (Corporate Planning & Development, Investor Relations) of A&B, 10/92-12/94; Vice President (Community & Investor Relations) of A&B, 2/91-10/92; Vice President (Corporate & Investor Relations) of A&B, 8/88-1/91; Vice President (Project De velopment) of ABHI, 8/89-1/91; Vice President of Matson, 7/87-7/88; Vice President (Public Relations) of A&B, 8/85-7/87.
Miles B. King (47) Vice President and Chief Administrative Officer of A&B, 4/93-present; Senior Vice President (Industrial Relations) of ABHI, 4/93-present; Senior Vice President (Human Resources) of Matson, 10/92-present; Executive Vice President of The Hay Group, 1988-1992.
David G. Koncelik (53) Senior Vice President of ABHI, 1/94-present; President and Chief Executive Officer of C&H, 1/94-present; Executive Vice President and Chief Operating Officer of C&H, 1/91-12/93; Chief Financial Officer of C&H, 12/88-12/93; Senior Vice President of C&H, 12/88-12/90.
Michael J. Marks (56) Vice President, General Counsel and Secretary of A&B, 4/89-present; Senior Vice President and General Counsel of ABHI, 4/89-present; Senior Vice President, General Counsel and Secretary of A&B, 1985-3/89; Vice President and General Counsel of A&B, 1980-1985.
C. Bradley Mulholland (53) President of Matson, 5/90-present; Chief Executive Officer of Matson, 4/92- present; Chief Operating Officer of Matson, 7/89-4/92; Executive Vice President of Matson, 9/87-5/90; Director of A&B, 4/91-present; Director of Matson, 7/89-present; Director of ABHI, 4/91-present.
Glenn R. Rogers (51) Vice President, Chief Financial Officer and Treasurer of A&B, 4/93-present; Senior Vice President, Marketing of Matson, 1/89-4/93; Vice President, Freight Division, of Matson, 9/87-1/89; Vice President, Area Manager, Hawaii, of Matson, 4/86-9/87.
Robert K. Sasaki (54) Vice President of A&B, 7/90-present; Senior Vice President (Properties) of ABHI, 4/89-present; Senior Vice President (Properties) of A&B, 1986-3/89; Vice President (Properties) of A&B, 1974-1986.
Thomas A. Wellman (36) Assistant Controller of A&B, 4/93-present; Controller of A&B, 11/91-4/93; Controller of ABHI, 11/91-present; Area Controller (Hawaii), Matson, 9/90-10/91, Internal Auditor, A&B, 7/89-8/90.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
See the section captioned "Executive Compensation" on pages 8 through 13 of A&B's 1995 Proxy Statement, which section is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
See the section titled "Security Ownership of Certain Shareholders" and the subsection titled "Security Ownership of Directors and Executive Officers" on page 5 and on pages 6 and 7, respectively, of A&B's 1995 Proxy Statement, which section and subsection are incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See the subsection titled "Certain Relationships and Transactions" on page 7 of A&B's 1995 Proxy Statement, and the last two paragraphs of the subsection titled "Compensation of Directors" on pages 4 and 5 of A&B's 1995 Proxy Statement, which are incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
A. FINANCIAL STATEMENTS
Financial Statements of Alexander & Baldwin, Inc. and Subsidiaries and Independent Auditors' Report (incorporated by reference to the pages of the 1994 Annual Report shown in parentheses below):
Balance Sheets, December 31, 1994 and 1993 (pages 34 and 35). Statements of Income for the years ended December 31, 1994, 1993 and 1992 (page 32). Statements of Shareholders' Equity for the years ended December 31, 1994, 1993 and 1992 (page 36). Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992 (page 33). Notes to Financial Statements (pages 37 through 43 and page 28 to the extent incorporated by Note 11) Independent Auditors' Report (page 25).
B. FINANCIAL STATEMENT SCHEDULES
Financial Schedules of Alexander & Baldwin, Inc. and Subsidiaries as required by Rule 5-04 of Regulation S-X (filed herewith):
III - Condensed Financial Information of Registrant - Balance Sheets, December 31, 1994 and 1993; Statements of Income and Cash Flows for the years ended December 31, 1994, 1993 and 1992; Notes to Condensed Financial Statements.
NOTE: All other schedules are omitted because of the absence of the conditions under which they are required or because the information called for is included in the financial statements or notes thereto.
C. EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
Exhibits not filed herewith are incorporated by reference to the exhibit number and previous filing shown in parentheses. All previous exhibits were filed with the Securities and Exchange Commission in Washington, D.C. Exhibits filed pursuant to the Securities Exchange Act of 1934 were filed under file number 0-565. Shareholders may obtain copies of exhibits for a copying and handling charge of $0.15 a page by writing to Michael J. Marks, Vice President, General Counsel and Secretary, Alexander & Baldwin, Inc., P. O. Box 3440, Honolulu, Hawaii 96801.
3. Articles of incorporation and bylaws.
3.a. Restated Articles of Association of A&B, as restated effective May 5, 1986, together with Amendments dated April 28, 1988 and April 26, 1990 (Exhibits 3.a.(iii) and (iv) to A&B's Form 10-Q for the quarter ended March 31, 1990).
3.b. Bylaws of A&B as amended effective October 24, 1991 (Exhibit 3.b.(i) to A&B's Form 10-Q for the quarter ended September 30, 1991).
4. Instruments defining rights of security holders, including indentures.
4.a. Equity.
4.a. Rights Agreement, dated as of December 8, 1988 between Alexander & Baldwin, Inc. and Manufacturers Hanover Trust Company, Press Release of Alexander & Baldwin, Inc. and Form of Letter to Shareholders of Alexander & Baldwin, Inc. (Exhibits 4, 28(a) and 28(b) to A&B's Form 8-K dated December 13, 1988).
4.b. Debt.
4.b. (i) Amended and Restated Revolving Credit and Term Loan Agreement effective as of April 1, 1989 among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and Wells Fargo Bank, N.A., First Hawaiian Bank, Chemical Bank, Bank of Hawaii, Chase Manhattan Bank, and The Bank of California, N.A. (Exhibit 4.b.(xi) to A&B's Form 10-Q for the quarter ended September 30, 1989).
(ii) First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 21, 1989, among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and Wells Fargo Bank, N.A., First Hawaiian Bank, Chemical Bank, Bank of Hawaii, Chase Manhattan Bank and The Bank of California, N.A. (Exhibit 4.b.(ii) to A&B's Form 10-K for the year ended December 31, 1989).
(iii) Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of May 4, 1990, among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and Wells Fargo Bank, N.A., First Hawaiian Bank, Chemical Bank, Bank of Hawaii, Chase Manhattan Bank and The Bank of California, N.A. (Exhibit 4.b.(iii) to A&B's Form 10-Q for the quarter ended June 30, 1990).
(iv) Third Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of February 8, 1991, among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and Wells Fargo Bank, N.A., First Hawaiian Bank, Bank of Hawaii, Bank of America National Trust & Savings Association and The Bank of California, N.A. (Exhibit 4.b.(iv) to A&B's Form 10-K for the year ended December 31, 1990).
(v) Fourth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 26, 1991, among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and Wells Fargo Bank, N.A., First Hawaiian Bank, Bank of America National Trust & Savings Association, Bank of Hawaii, The Bank of California, N.A., and Credit Lyonnais San Francisco Branch and Credit Lyonnais Cayman Island Branch (Exhibit 4.b.(vi) to A&B's Form 10-K for the year ended December 31, 1991).
(vi) Fifth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 29, 1992, among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and First Hawaiian Bank, Bank of America National Trust & Savings Association, Bank of Hawaii, The Bank of California, N.A., Credit Lyonnais San Francisco Branch and Credit Lyonnais Cayman Island Branch (Exhibit 4.b.(vii) to A&B's Form 10-K for the year ended December 31, 1992).
(vii) Sixth Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of December 30, 1993, among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and First Hawaiian Bank, Bank of America National Trust & Savings Association, Bank of Hawaii, The Bank of California, N.A., Credit Lyonnais Los Angeles Branch and Credit Lyonnais Cayman Island Branch (Exhibit 4.b.(vii) to A&B's Form 10-K for the year ended December 31, 1993).
(viii) Seventh Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 30, 1994, among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and First Hawaiian Bank, Bank of America National Trust & Savings Association, Bank of Hawaii, The Bank of California, N.A., Credit Lyonnais Los Angeles Branch and Credit Lyonnais Cayman Island Branch.
10. Material contracts.
10.a. (i) Agreement, by and between Alexander & Baldwin, Inc. and The Harry and Jeanette Weinberg Foundation, dated January 26, 1989; Agreement, by and among Alexander & Baldwin, Inc., Mr. Harry Weinberg, 3900 Corp., 300 Corporation and HRT, Ltd., dated January 26, 1989; and Press Release of Alexander & Baldwin, Inc., dated January 27, 1989 (Exhibits 28.1, 28.2 and 28.3 to A&B's Form 8-K dated January 31, 1989).
(ii) Purchase and Exchange Agreement, by and between Wailea Development Company, Inc. and Wailea Resort Company, Ltd., dated as of January 15, 1989; Letters of Guaranty of Alexander & Baldwin, Inc. and Shinwa Golf Kabushiki Kaisha, respectively, dated as of January 15, 1989; Press Release of Alexander & Baldwin, Inc., dated February 10, 1989; and Pro Forma Financial Information relative to the transaction (Ex- hibits 10.b.(vii)(a) through 10.b.(vii)(e) to A&B's Form 8-K dated February 10, 1989).
(iii) Contract for the Construction of One Containership by and between Matson Navigation Company, Inc. and National Steel and Shipbuilding Company, dated January 31, 1990 (Exhibit 10.b.(vii) to A&B's Form 10-K for the year ended December 31, 1989).
(iv) Note Agreement between Matson Leasing Company, Inc. and The Prudential Insurance Company of America, dated as of June 28, 1991 (Exhibit 10.b.(x) to A&B's Form 10-Q for the quarter ended June 30, 1991).
(v) Amendment dated March 11, 1992 to the Note Agreement between Matson Leasing Company, Inc. and The Prudential Insurance Company of America, dated as of June 28, 1991 (Exhibit 10.a.(vii) to A&B's Form 10-K for the year ended December 31, 1992).
(vi) Second Amendment dated as of August 31, 1993 to the Note Agreement between Matson Leasing Company, Inc. and The Prudential Insurance Company of America, dated as of June 28, 1991 (Exhibit 10.a.(viii) to A&B's Form 10-K for the year ended December 31, 1993).
(vii) Note Agreement between Matson Leasing Company, Inc. and The Prudential Insurance Company of America, dated as of March 11, 1992 (Exhibit 10.a.(x) to A&B's Form 10-Q for the quarter ended March 31, 1992).
(viii) First Amendment dated as of August 1, 1993 to the Note Agreement between Matson Leasing Company, Inc. and The Prudential Insurance Company of America, dated as of March 11, 1992 (Exhibit 10.a.(xi) to A&B's Form 10-K for the year ended December 31, 1993).
(ix) Issuing and Paying Agent Agreement between Matson Navigation Company, Inc. and Security Pacific National Trust (New York), with respect to Matson Navigation Company, Inc.'s $150 million commercial paper program dated September 18, 1992 (Exhibit 10.b.1.(xxviii) to A&B's Form 10-Q for the quarter ended September 30, 1992).
(x) Issuing and Paying Agent Agreement among Matson Leasing Company, Inc., Matson Navigation Company, Inc. and Security Pacific National Trust (New York), with respect to Matson Leasing Company, Inc.'s $115 million commercial paper program dated September 18, 1992 (Exhibit 10.b.1.(xxix) to A&B's Form 10-Q for the quarter ended September 30, 1992).
(xi)(a) Purchase Agreement, by and between A&B-Hawaii, Inc., California and Hawaiian Sugar Company, Kekaha Sugar Company, Limited, The Lihue Plantation Company, Limited, Oahu Sugar Company, Limited, Pioneer Mill Company, Limited, Amfac/JMB Hawaii, Inc., Ka'u Agribusiness Co., Inc., Mauna Kea Agribusiness Co., Inc., Olokele Sugar Company, Ltd., C. Brewer and Company, Limited, Waialua Sugar Company, Inc., Dole Food Company, Inc. and Gay & Robinson, Inc., dated as of May 30, 1993 (Exhibit 10.a.(xii)(a) to A&B's Form 8-K dated June 4, 1993).
(xi)(b) Purchase Agreement, by and between A&B-Hawaii, Inc., California and Hawaiian Sugar Company, and John Goss, as Trustee in Bankruptcy for Hamakua Sugar Company, Inc., dated as of June 1, 1993 (Exhibit 10.a.(xii)(b) to A&B's Form 8-K dated June 4, 1993).
(xii) Revolving Credit Agreement between Alexander & Baldwin, Inc., A&B-Hawaii, Inc. and First Hawaiian Bank, dated July 9, 1991 (Exhibit 10.b.(xi) to A&B's Form 10-Q for the quarter ended September 30, 1991).
(xiii) Note Agreement among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and The Prudential Insurance Company of America, effective as of December 20, 1990 (Exhibit 10.b.(ix) to A&B's Form 10-K for the year ended December 31, 1990).
(xiv) Note Agreement among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and The Prudential Insurance Company of America, dated as of June 4, 1993 (Exhibit 10.a.(xiii) to A&B's Form 8-K dated June 4, 1993).
(xv) Amendment dated as of May 20, 1994 to the Note Agreements among Alexander & Baldwin, Inc., A&B-Hawaii, Inc. and The Prudential Insurance Company of America, dated as of December 20, 1990 and June 4, 1993 (Exhibit 10.a.(xviv) to A&B's Form 10-Q for the quarter ended June 30, 1994).
(xvi) Amendment dated January 23, 1995 to the Note Agreement among Alexander & Baldwin, Inc. and A&B-Hawaii, Inc. and The Prudential Insurance Company of America, effective as of December 20, 1990.
(xvii) General Lease between the State of California and California and Hawaiian Sugar Company, dated September 24, 1992 (Exhibit 10.a.(xiv) to A&B's Form 10-Q for the quarter ended June 30, 1993).
(xviii) Amendment to Lease and Reservation of Easements, between the State of California and California and Hawaiian Sugar Company, dated as of July 29, 1993 (Exhibit 10.a.(xv) to A&B's Form 10-Q for the quarter ended September 30, 1993).
(xix)(a) Commercial Paper Dealer Agreement between California and Hawaiian Sugar Company and First Chicago Capital Markets, Inc., dated April 22, 1991, with respect to California and Hawaiian Sugar Company's $100 million revolving credit facility (Ex-hibit 10.a.(xviii) to A&B's Form 10-K for the year ended December 31, 1993).
(xix)(b) Depositary Agreement between California and Hawaiian Sugar Company and the First National Bank of Chicago, dated as of April 6, 1989.
(xx) Amendment dated as of February 10, 1995, to Depositary Agreement between California and Hawaiian Sugar Company and The First National Bank of Chicago, dated as of April 6, 1989.
(xxi) Revolving Credit Agreement between Alexander & Baldwin, Inc., A&B-Hawaii, Inc., and First Hawaiian Bank, dated December 30, 1993 (Ex- hibit 10.a.(xx) to A&B's Form 10-Q for the quarter ended September 30, 1994).
(xxii) Amendment dated August 31, 1994 to the Revolving Credit Agreement between Alexander & Baldwin, Inc., A&B-Hawaii, Inc., and First Hawaiian Bank dated December 30, 1993 (Exhibit 10.a.(xxi) to A&B's Form 10-Q for the quarter ended September 30, 1994).
*10.b.1.(i) Alexander & Baldwin, Inc. Restricted Stock Bonus Plan, as restated effective April 28, 1988 (Exhibit 10.c.1.(xi) to A&B's Form 10-Q for the quarter ended June 30, 1988). _______________
* All exhibits listed under 10.b.1. are management contracts or compensatory plans or arrangements. ________________
(ii) Alexander & Baldwin, Inc. 1983 Stock Option Plan (Exhibit 10.c.1.(vii) to A&B's Form 10-K for the year ended December 31, 1982).
(iii) Amendment No. 1 to Alexander & Baldwin, Inc. 1983 Stock Option Plan, effective December 14, 1983 (Exhibit 10.c.1.(viii) to A&B's Form 10-K for the year ended December 31, 1983).
(iv) Amendment No. 2 to Alexander & Baldwin, Inc. 1983 Stock Option Plan, effective January 1, 1987 (Exhibit 10.c.1.(xii) to A&B's Form 10-K for the year ended December 31, 1986).
(v) Amendment No. 3 to the Alexander & Baldwin, Inc. 1983 Stock Option Plan (Exhibit 10.b.1.(xxv) to A&B's Form 10-Q for the quarter ended June 30, 1992).
(vi) Alexander & Baldwin, Inc. 1989 Stock Option/ Stock Incentive Plan (Exhibit 10.c.1.(ix) to A&B's Form 10-K for the year ended December 31, 1988).
(vii) Amendment No. 1 to the Alexander & Baldwin, Inc. 1989 Stock Option/Stock Incentive Plan (Exhibit 10.b.1.(xxvi) to A&B's Form 10-Q for the quarter ended June 30, 1992).
(viii) Amendment No. 2 to the Alexander & Baldwin, Inc. 1989 Stock Option/Stock Incentive Plan, effective as of January 27, 1994 (Exhibit 10.b.1.(iv) to A&B's Form 10-Q for the quarter ended March 31, 1994).
(ix) Amendment No. 3 to the Alexander & Baldwin, Inc. 1989 Stock Option/Stock Incentive Plan, effective as of October 27, 1994.
(x) Alexander & Baldwin, Inc. 1989 Non-Employee Director Stock Option Plan (Exhibit 10.c.1.(x) to A&B's Form 10-K for the year ended December 31, 1988).
(xi) Amendment No. 1 to the Alexander & Baldwin, Inc. 1989 Non-Employee Director Stock Option Plan (Exhibit 10.b.1.(xxiv) to A&B's Form 10-K for the year ended December 31, 1991).
(xii) Amendment No. 2 to the Alexander & Baldwin, Inc. 1989 Non- Employee Director Stock Option Plan (Exhibit 10.b.1.(xxvii) to A&B's Form 10-Q for the quarter ended June 30, 1992).
(xiii) Second Amended and Restated Employment Agreement between Alexander & Baldwin, Inc. and R. J. Pfeiffer, effective as of October 25, 1990 (Ex-hibit 10.c.1.(xiii) to A&B's Form 10-K for the year ended December 31, 1990).
(xiv) A&B Deferred Compensation Plan for Outside Directors (Exhibit 10.c.1.(xviii) to A&B's Form 10-K for the year ended December 31, 1985).
(xv) Amendment No. 1 to A&B Deferred Compensation Plan for Outside Directors, effective October 27, 1988 (Exhibit 10.c.1.(xxix) to A&B's Form 10-Q for the quarter ended September 30, 1988).
(xvi) A&B Life Insurance Plan for Outside Directors (Exhibit 10.c.1.(xix) to A&B's Form 10-K for the year ended December 31, 1985).
(xvii) A&B Excess Benefits Plan, Amended and Restated Effective July 1, 1991 (Exhibit 10.b.1.(xvi) to A&B's Form 10-K for the year ended December 31, 1992).
(xviii) Amendment No. 1 to the A&B Excess Benefits Plan, effective January 1, 1994 (Exhibit 10.b.1.(xvii) to A&B's Form 10-K for the year ended December 31, 1993).
(xix) Amendment No. 2 to the A&B Excess Benefits Plan, effective August 24, 1994.
(xx) Amendment No. 3 to and Restatement of the A&B Excess Benefits Plan, effective February 1, 1995.
(xxi) A&B Executive Survivor/Retirement Benefit Plan, Amended and Restated Effective July 1, 1991 (Exhibit 10.b.1.(xvii) to A&B's Form 10-K for the year ended December 31, 1992).
(xxii) Amendment No. 1 to and Restatement of the A&B Executive Survivor/Retirement Benefit Plan, effective February 1, 1995.
(xxiii) A&B 1985 Supplemental Executive Retirement Plan, Amended and Restated Effective July 1, 1991 (Exhibit 10.b.1.(xviii) to A&B's Form 10-K for the year ended December 31, 1992).
(xxiv) Amendment No. 1 to and Restatement of the A&B 1985 Supplemental Executive Retirement Plan, effective February 1, 1995.
(xxv) A&B Retirement Plan for Outside Directors, Amended and Restated Effective October 24, 1991 (Exhibit 10.b.1.(xix) to A&B's Form 10-K for the year ended December 31, 1992).
(xxvi) Amendment No. 1 to and Restatement of the A&B Retirement Plan for Outside Directors, effective February 1, 1995.
(xxvii) Form of Severance Agreement entered into with certain executive officers, as amended and restated effective August 22, 1991 (Exhibit 10.c.1.(xxiv) to A&B's Form 10-Q for the quarter ended September 30, 1991).
(xxviii) Alexander & Baldwin, Inc. One-Year Performance Improvement Incentive Plan, as restated effective October 22, 1992 (Exhibit 10.b.1.(xxi) to A&B's Form 10-K for the year ended December 31, 1992).
(xxix) Alexander & Baldwin, Inc. Three-Year Performance Improvement Incentive Plan, as restated effective October 22, 1992 (Exhibit 10.b.1.(xxii) to A&B's Form 10-K for the year ended December 31, 1992).
(xxx) Alexander & Baldwin, Inc. Deferred Compensation Plan effective August 25, 1994 (Exhi-bit 10.b.1.(xxv) to A&B's Form 10-Q for the quarter ended September 30, 1994).
11. Statement re computation of per share earnings.
13. Annual report to security holders.
13. Alexander & Baldwin, Inc. 1994 Annual Report.
22. Subsidiaries.
22. Alexander & Baldwin, Inc. Subsidiaries as of February 28, 1995
24. Consent of Deloitte & Touche LLP dated March 27, 1995 (included as last page of A&B's Form 10-K for the year ended December 31, 1994).
D. REPORTS ON FORM 8-K
No Reports on Form 8-K were filed during the quarter ended December 31, 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALEXANDER & BALDWIN, INC. (Registrant)
Date: March 27, 1995 By /s/ John C. Couch John C. Couch President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ John C. Couch President and March 27, 1995 John C. Couch Chief Executive Officer and Director
/s/ Glenn R. Rogers Vice President, March 27, 1995 Glenn R. Rogers Chief Financial Officer and Treasurer
/s/ G. Stephen Holaday Vice President March 27, 1995 G. Stephen Holaday and Controller
/s/ R. J. Pfeiffer Chairman of March 27, 1995 R. J. Pfeiffer the Board and Director
/s/ Michael J. Chun Director March 27, 1995 Michael J. Chun
Leo E. Denlea, Jr.* Director March 27, 1995 Leo E. Denlea, Jr.
/s/ Walter A. Dods, Jr. Director March 27, 1995 Walter A. Dods, Jr.
/s/ Charles G. King Director March 27, 1995 Charles G. King
/s/ Carson R. McKissick Director March 27, 1995 Carson R. McKissick
/s/ C. Bradley Mulholland Director March 27, 1995 C. Bradley Mulholland
/s/ Robert G. Reed III Director March 27, 1995 Robert G. Reed III
/s/ Maryanna G. Shaw Director March 27, 1995 Maryanna G. Shaw
/s/ Charles M. Stockholm Director March 27, 1995 Charles M. Stockholm
*By /s/ John C. Couch John C. Couch Attorney-in-Fact
INDEPENDENT AUDITORS' REPORT
Alexander & Baldwin, Inc.:
We have audited the financial statements of Alexander & Baldwin, Inc. and its subsidiaries as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, and have issued our report thereon dated January 27, 1995; such financial statements and report are included in your 1994 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedules of Alexander & Baldwin, Inc. and its subsidiaries, listed in Item 14.B. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information shown therein.
/s/ Deloitte & Touche LLP
January 27, 1995
SCHEDULE I Page 1 of 4
SCHEDULE III Page 2 of 4
SCHEDULE III Page 3 of 4
ALEXANDER & BALDWIN, INC. (Parent Company) NOTES TO CONDENSED FINANCIAL STATEMENTS
(a) ORGANIZATION AND OPERATIONS OAlexander & Baldwin, Inc. is the parent company of A&B-Hawaii, Inc. (ABHI) and Matson Navigation Company, Inc. (Matson). ABHI has principal business oper- ations of Food Products and Property Development and Management. Matson has principal business operations of Ocean Transportation and Marine Container Leasing.
(b) LONG-TERM LIABILITIES
At December 31, 1994 and 1993, long-term liabilities consisted of the following:
At December 31, 1994, maturities of long-term debt during the next two years (1995 and 1996) totalled $6,657,000 and $892,000, respectively.
(c) COMMITMENTS AND CONTINGENCIES The Company and certain subsidiaries are parties to various legal actions and are contingently liable in connection with claims and contracts arising in the normal course of business, the outcome of which, in the opinion of management after consultation with legal counsel, will not have a material adverse effect on the Company's financial position.
At December 31, 1994, the Company did not have any significant firm commitments.
(d) CASH DIVIDENDS FROM AFFILIATES Cash dividends from a consolidated subsidiary were $60,000,000 in 1994, $39,000, 1993 and $29,000,000 in 1992.