FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1998
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-565
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ALEXANDER & BALDWIN, INC.
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(Exact name of registrant as specified in its charter)
HAWAII 99-0032630
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. BOX 3440, HONOLULU, HAWAII 96801
822 BISHOP STREET, HONOLULU, HAWAII 96813
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(Address of principal executive (Zip Code)
offices)
(808) 525-6611
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former
fiscal year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/ No / /
Number of shares of common stock outstanding as of
September 30, 1998: 44,710,740
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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The condensed financial statements and notes for the third quarter and first
nine months of 1998 are presented below with comparative figures from the 1997
financial statements.
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Three Months Ended Nine Months Ended
September 30 September 30
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
Revenue:
Net sales, revenue from services and rentals $322,204 $321,869 $967,973 $905,861
Interest, dividends and other 4,158 4,137 15,621 34,325
-------- -------- -------- --------
Total revenue 326,362 326,006 983,594 940,186
-------- -------- -------- --------
Costs and Expenses:
Costs of goods sold, services and rentals 271,563 258,414 810,724 740,546
Selling, general and administrative 26,520 26,260 79,830 79,353
Interest 6,229 6,770 18,602 22,515
Income taxes 8,270 12,690 27,914 36,396
-------- -------- -------- --------
Total costs and expenses 312,582 304,134 937,070 878,810
-------- -------- -------- --------
Net Income $ 13,780 $ 21,872 $ 46,524 $ 61,376
======== ======== ======== ========
Basic Earnings Per Share $ 0.31 $ 0.48 $ 1.04 $ 1.36
Diluted Earnings Per Share $ 0.31 $ 0.48 $ 1.03 $ 1.35
Dividends Per Share $ 0.225 $ 0.220 $ 0.675 $ 0.660
Average Number of Shares Outstanding 44,842 45,135 44,851 45,227
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
INDUSTRY SEGMENT DATA
(In thousands)
Three Months Ended Nine Months Ended
September 30 September 30
1998 1997 1998 1997
---- ---- ---- ----
(unaudited) (unaudited)
Revenue:
Ocean Transportation $180,202 $179,106 $541,126 $535,231
Property Development and Management:
Leasing 9,576 9,320 28,009 28,045
Sales 6,246 4,080 74,819 22,671
Food Products 129,620 132,816 337,488 352,135
Other 718 684 2,152 2,104
-------- -------- -------- --------
Total $326,362 $326,006 $983,594 $940,186
======== ======== ======== ========
Operating Profit:(1)
Ocean Transportation $ 16,200 $ 24,405 $ 50,357 $ 81,262
Property Development and Management:
Leasing 5,786 6,105 17,274 18,772
Sales 1,633 1,257 20,269 5,917
Food Products 7,557 11,778 13,602 21,170
Other 642 652 2,005 1,986
-------- -------- -------- --------
Total $ 31,818 $ 44,197 $103,507 $129,107
======== ======== ======== ========
(1) Before interest expense, corporate expenses and income taxes
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
(In thousands)
SEPTEMBER 30 December 31
1998 1997
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(UNAUDITED) (audited)
ASSETS
Current Assets:
Cash and cash equivalents $ 7,966 $ 21,623
Accounts and notes receivable, net 176,526 176,165
Inventories 95,897 69,209
Real estate held for sale 10,485 12,563
Deferred income taxes 11,638 9,404
Prepaid expenses and other assets 12,918 9,977
Accrued deposits to Capital Construction Fund - (10,000)
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Total current assets 315,430 288,941
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Investments 83,894 102,813
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Real Estate Developments 68,532 68,056
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Property, at cost 1,929,087 1,975,023
Less accumulated depreciation and amortization 876,810 938,508
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Property - net 1,052,277 1,036,515
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Capital Construction Fund 141,410 148,610
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Other Assets 76,426 59,863
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Total $1,737,969 $1,704,798
========== ==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 52,944 $ 34,485
Short-term commercial paper borrowings 60,000 17,000
Accounts payable 49,348 46,835
Other 85,327 75,815
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Total current liabilities 247,619 174,135
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Long-term Liabilities:
Long-term debt 264,028 290,885
Capital lease obligations 1,500 2,000
Post-retirement benefit obligations 109,163 112,125
Other 44,707 46,311
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Total long-term liabilities 419,398 451,321
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Deferred Income Taxes 351,485 359,754
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Shareholders' Equity:
Capital stock 36,611 36,769
Additional capital 51,898 49,437
Unrealized holding gains on securities 42,612 55,144
Retained earnings 600,897 591,135
Cost of treasury stock (12,551) (12,897)
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Total shareholders' equity 719,467 719,588
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Total $1,737,969 $1,704,798
========== ==========
ALEXANDER & BALDWIN, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
Nine Months Ended
September 30
1998 1997
---- ----
(unaudited)
Cash Flows from Operating Activities $ 60,198 $103,908
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Cash Flows from Investing Activities:
Capital expenditures (73,083) (32,262)
Proceeds from disposal of property, investments
and other assets 3,620 475
Deposits into Capital Construction Fund (10,000) (10,000)
Withdrawals from Capital Construction Fund 7,200 50,000
Increase in investments (600) (2,221)
Reduction in investments 136 1,798
-------- --------
Net cash provided by (used in)
investing activities (72,727) 7,790
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Cash Flows from Financing Activities:
Proceeds from issuances of long-term debt 15,000 34,500
Payments of long-term debt (43,750) (119,680)
Proceeds from short-term borrowings, net 63,000 3,500
Proceeds from issuances of capital stock 1,575 1,645
Repurchases of capital stock (6,662) (10,721)
Dividends paid (30,291) (29,875)
-------- --------
Net cash used in financing activities (1,128) (120,631)
-------- --------
Net Decrease in Cash and Cash Equivalents $(13,657) $ (8,933)
======== ========
Other Cash Flow Information:
Interest paid, net of amounts capitalized $ 20,052 $ 23,961
Income taxes paid, net of refunds 24,006 11,731
Other Non-Cash Information:
Net accrued deposits to (withdrawals from)
Capital Construction Fund (10,000) 9,448
Depreciation 67,077 67,198
Tax-deferred property exchanges 64,349 9,589
Change in unrealized holding gains (12,532) 8,610
FINANCIAL NOTES
(Unaudited)
(a) The condensed balance sheet as of September 30, 1998, the condensed
statements of income for the three months and nine months ended September
30, 1998 and 1997, and the condensed statements of cash flows for the nine
months ended September 30, 1998 and 1997 are unaudited. Because of the
nature of the Company's operations, the results for interim periods are
not necessarily indicative of results to be expected for the year, but in
the opinion of management, all material adjustments necessary for the fair
presentation of interim period results have been included in the interim
financial statements.
(b) Estimated effective annual income tax rates differ from statutory rates,
primarily due to the dividends-received deduction and various tax credits.
(c) The Company's total non-owner changes in shareholders' equity consists of
net income plus unrealized holding gains on securities (comprehensive
income). On this basis, comprehensive income for the three months ended
September 30, 1998 and 1997 totaled $6 million and $31 million,
respectively. Comprehensive income for the nine months ended
September 30, 1998 and 1997 totaled $34 million and $71 million,
respectively.
(d) Results for the nine months ended September 30, 1997 for ocean
transportation include $20 million, pre-tax, from the settlement of a
lawsuit that involved insurance claims for earthquake damage to port
facilities in 1989.
(e) Certain amounts have been reclassified to conform with the current year's
presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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THIRD QUARTER EVENTS:
OPERATING RESULTS: Net income for the third quarter of 1998 was $13,780,000,
or $0.31 per share. Net income for the comparable period of 1997 was
$21,872,000, or $0.48 per share. Revenue for the third quarter of 1998 was
$326,362,000, nearly the same as $326,006,000 in the third quarter of 1997.
Net income for the first nine months of 1998 was $46,524,000, or $1.04 per
share, versus $61,376,000, or $1.36 per share, in the first nine months of
1997. Net income for the first nine months of 1997 included $12,478,000,
or $0.28 per share, resulting from the favorable settlement of long-standing
insurance litigation. Excluding that insurance settlement from the 1997
results, income for the first nine months of 1998 decreased $2,374,000, or
five percent. Revenue for the first nine months of 1998 was $983,594,000,
compared with revenue of $940,186,000 in the first nine months of 1997.
Excluding the insurance settlement, nine-month 1998 revenue increased seven
percent.
FINANCIAL CONDITION AND LIQUIDITY
The Company's principal liquid resources, comprising cash and cash equivalents,
receivables, sugar and coffee inventories and unused lines of credit, less
accrued deposits to the Capital Construction Fund (CCF), totaled $424,475,000
at September 30, 1998, a decrease of $59,201,000 from December 31, 1997. This
decrease was due primarily to lower amounts available under lines of credit and
to a lower cash balance, partially offset by increased sugar and coffee
inventories and a decrease in accrued deposits to the CCF. Amounts available
under lines of credit decreased $85,500,000, primarily due to a decrease in
credit facilities and increased borrowing for the purchase of raw sugar and
container equipment. Cash decreased by $13,657,000, due primarily to normal
expenditures for container equipment, debt repayments and operating cash
requirements. Sugar and coffee inventories increased $29,595,000, due
principally to higher levels of raw sugar inventory.
Working capital was $67,811,000 at September 30, 1998, a decrease of
$46,995,000 from the amount at the end of 1997. This decrease was due
primarily to increases in short-term debt, commercial paper borrowings and
accounts payable, and lower cash balances, partially offset by an increase in
inventories and a decrease in accrued deposits to the CCF.
In August 1998, Matson Navigation Company, Inc. ("Matson") purchased a vessel
for $7,200,000. The vessel, built in 1973, has been leased by Matson for all
of its 25-year life.
RESULTS OF SEGMENT OPERATIONS -
THIRD QUARTER 1998 COMPARED WITH THE THIRD QUARTER 1997
OCEAN TRANSPORTATION revenue of $180,202,000 for the third quarter of 1998 was
one-percent higher than the 1997 third-quarter revenue. Operating profit of
$16,200,000, however, decreased 34 percent compared with the third quarter of
1997, primarily the result of lower cargo revenue in the Hawaii service because
of both lower volume and rates. The decline in cargo volume resulted primarily
from continued contraction in the Hawaii market and a barge competitor which
temporarily served Hawaii during the peak summer period of household-goods
movements. These factors more than offset the benefits of a revised operating
alliance with American President Lines, Ltd. Third quarter 1998 Hawaii service
container volume was eight-percent lower than in the 1997 third quarter, and
automobile volume was 13-percent lower.
In response to the continuing weakness in the Hawaii economy, Matson
implemented a new schedule in its service between Hawaii and the U.S. mainland
in mid-September. The new schedule, which utilizes six (rather than eight)
ships, is projected to reduce operating expenses by up to $10,000,000 annually,
while still maintaining a high level of service. Separately, negotiations were
completed in late-September to charter two idle Matson vessels to an ocean
carrier which will provide service between Florida and Puerto Rico.
PROPERTY DEVELOPMENT AND MANAGEMENT - LEASING revenue of $9,576,000 for the
third quarter of 1998 was three-percent higher than in the third quarter of
1997. However, operating profit of $5,786,000 was five-percent lower than in
the comparable period of 1997. The decrease was due primarily to lower
occupancy levels, which resulted, in turn, from both the relatively weak Hawaii
lease market and the timing of property sales and acquisitions on the Mainland.
PROPERTY DEVELOPMENT AND MANAGEMENT - SALES revenue of $6,246,000 for the third
quarter of 1998 was 53-percent higher than the $4,080,000 recorded in the third
quarter of 1997. Operating profit from property sales this quarter was
$1,633,000, versus $1,257,000 a year earlier. Sales in the third quarter of
1998 included a total of 30 lower-margin residential properties in several
developments on the island of Maui. Sales in the third quarter of 1997
included an undeveloped parcel, one developed business lot and 13 residential
properties on Maui.
The mix of property sales in any year can be diverse. Sales can include
property sold under threat of condemnation, developed residential real estate,
commercial properties, developable subdivision lots and undeveloped land. The
sale of undeveloped land generally provides a greater contribution margin than
does the sale of developed and commercial property, due to the low historical-
cost basis of the Company's Hawaii land, which averages approximately $150 per
acre. Consequently, property sales revenue trends and the amount of real
estate held for sale on the condensed balance sheets are not necessarily
indicative of future profitability for this segment.
FOOD PRODUCTS revenue of $129,620,000 for the third quarter of 1998 was two-
percent lower than the revenue reported for the comparable period of 1997.
Operating profit of $7,557,000 for the third quarter of 1998 decreased 36
percent, from $11,778,000 in the same period in 1997. The decrease was due
primarily to lower refined sugar prices, offset, in part, by greater volume and
lower costs of raw sugar production.
RESULTS OF SEGMENT OPERATIONS -
FIRST NINE MONTHS OF 1998 COMPARED WITH THE FIRST NINE MONTHS OF 1997
OCEAN TRANSPORTATION revenue of $541,126,000, for the first nine months of
1998, rose one percent and operating profit of $50,357,000 decreased 38
percent. One reason for the decrease was the favorable insurance settlement
in 1997. Excluding that factor ($19,965,000, pretax), 1998 first nine-months
operating profit was 18-percent lower than in 1997. This decrease was due to
the same reasons cited for the third quarter decline. Matson's Hawaii service
container volume in the first nine months of 1998 was four-percent lower than
in the first nine months of 1997, and automobile volume was five-percent lower.
PROPERTY DEVELOPMENT AND MANAGEMENT - LEASING revenue of $28,009,000, for the
first nine months of 1998, was virtually the same as in the comparable 1997
period. However, nine-months 1998 property leasing operating profit of
$17,274,000 was eight-percent lower than in the nine months of 1997. This
decrease was due to the same reasons cited for the third quarter decline. The
additional leased properties in the first nine months of 1998 included four
income properties on the U.S. Mainland, two in San Antonio, Texas and two in
Sacramento, California. The new properties were acquired using tax-deferred
funds from previous property sales. Year-to-date 1998 occupancy levels for
Mainland properties averaged 92 percent, versus 98 percent in the first nine
months of 1997. Occupancy levels for Hawaii properties averaged 68 percent,
versus 78 percent in the comparable period of 1997. The decreases were due
primarily to both the relatively weak Hawaii lease market and the timing of
property sales and acquisitions on the U.S. Mainland.
PROPERTY DEVELOPMENT AND MANAGEMENT - SALES revenue was $74,819,000 for the
first nine months of 1998, compared with $22,671,000 in sales recorded in the
first nine months of 1997. Operating profit of $20,269,000, from property
sales in the first nine months of 1998, was $14,352,000 higher than in the
comparable period of 1997. This large increase resulted from sales in the
second quarter of 1998, which included a large R&D and office complex in
Cupertino, Calif., and the Company's remaining interest in a 14-acre parcel
at Maui Business Park. Other sales in the first nine months of 1998 included
one business parcel and 44 residential properties. Sales in the comparable
period of 1997 included an undeveloped 29-acre parcel, a one-acre developed
lot, an industrial warehouse in California, and 40 residential and four
developed business lots.
FOOD PRODUCTS revenue of $337,488,000, for the first nine months of 1998, was
four-percent lower than the revenue reported for the comparable period of 1997.
For the first nine months of 1998, operating profit of $13,602,000 was 36-
percent lower than the $21,170,000 earned in the same period last year. This
decrease was due to the same reasons cited for the third quarter decline.
OTHER
INSURANCE LITIGATION: Matson received a favorable cash settlement of
$33,650,000 on February 13, 1997 for a contested insurance claim in connection
with repairing port facilities damaged by a 1989 earthquake. As noted
previously, this settlement resulted in additional net income of $12,478,000 in
the first nine months of 1997.
LEGISLATION: In 1997, the Secretary of Agriculture established, under the
Federal Agriculture Improvement and Reform Act and in accordance with the
Harmonized Tariff Schedule, the aggregate quantity of sugars and syrups that
can be imported into the United States. The maximum import quantity for fiscal
year 1998 is 1,600,000 metric tons raw value (mtrv). The maximum import
quantity for fiscal year 1999 was set at 1,614,937 mtrv, with an initial
release of 1,164,937 mtrv.
C&H RECAPITALIZATION AND PARTIAL SALE: In August 1998, the Company announced
plans to recapitalize its sugar refining and marketing unit, California and
Hawaiian Sugar Company, Inc. (C&H), and to sell a majority of its equity in
that company to an investor group led by Citicorp Venture Capital, Ltd.
Because of the current unsettled conditions in the financial markets, the
timing for closing of this transaction is uncertain.
TAX-DEFERRED REAL ESTATE EXCHANGES: In the first nine months of 1998, the
Company sold five parcels of land for $64,349,000. The proceeds from these
sales are reflected in the Condensed Statements of Cash Flows under the caption
"Other Non-Cash Information." During the first nine months of 1998, the
Company reinvested proceeds of $57,100,000 on a tax-deferred basis from sales
completed in 1998 and 1997.
SHARE REPURCHASES: During the first nine months of 1998, the Company
repurchased 284,200 shares of its common stock for an aggregate of $6,662,000
(average of $23.44 per share).
ENVIRONMENTAL MATTERS: As with most industrial and land-development companies
of its size, the Company's operations have certain risks, which could result in
expenditures for environmental remediation. The Company believes that it is in
compliance, in all material respects, with applicable environmental laws and
regulations, and works proactively to identify potential environmental
concerns. Management believes that appropriate liabilities have been accrued
for environmental matters.
ECONOMIC CONDITIONS: Despite the well-publicized and widespread turmoil in
financial markets worldwide, and especially in the Far East, the economic
outlook for Hawaii remains largely unchanged. Real Gross State Product is
expected to grow less than one percent this year. The state's prominent
visitor industry continues to affect various areas in the state in different
ways. Neighbor island destinations, which are favored by U.S. travelers, have
done relatively better than Oahu, which attracts greater numbers of eastbound
visitors. Year-to-date through August, westbound visitors number 2.9 million,
up 3.6 percent from 1997. On the other hand, eastbound tourism, with 1.7
million visitors year-to-date, is down 8.8 percent. Spending by Asian visitors
also is down, because of exchange rates, which were highly unfavorable for
Japanese visitors until October, when U.S. interest rates were lowered and
legislative relief was approved for Japan's banking industry. In August,
retail revenue at major shopping areas in or close to Oahu's major visitor
destination, Waikiki, was down 25-30 percent, whereas statewide retail revenue
year-to-date was up about eight percent. Any beneficial effects of the
subsequent strengthening of the yen on Hawaii's retail markets have yet to be
reported. The outlook for construction remains poor. For the eight months
through August, total reported contracts for future Hawaii construction of
$1.03 billion were down 20 percent from the same period in 1997.
SUBSEQUENT EVENT: On October 22, 1998, the Board of Directors appointed W.
Allen Doane, president and CEO of A&B-Hawaii, Inc. (ABHI), to the additional
positions of president and CEO of Alexander & Baldwin, Inc. and elected him to
the Boards of Directors of A&B and Matson. R. J. Pfeiffer will continue as
Chairman of the Boards of A&B, Matson and ABHI.
YEAR 2000 INFORMATION AND READINESS DISCLOSURE ACT OF 1998
In 1995, the Company commenced an evaluation of its computer
systems and applications to prepare for the Year 2000. Following this
evaluation, implementation plans for all business segments were prepared and
are currently being executed. Programs that recognize "00" as a date other
than "2000" might result in data errors or system problems if not corrected
before December 31, 1999. Not all systems used by the Company are sensitive to
this issue. The work related to primary systems and applications, which have
the greatest risk of adversely affecting operations, should be substantially
complete by 1998 year-end. The Company is currently testing the corrected
systems for undetected program errors. In addition, the Company is continuing
work on correcting secondary support applications and applications in its
smaller business units to ensure that they will be Year 2000 compliant before
the end of 1999. The Company is working with primary vendors, customers,
lenders, suppliers and other appropriate third-parties to assess their
compliance efforts and the potential risks to the Company in the event that
they are not Year 2000 compliant. Staffing for the Year 2000 work is expected
to be adequate. Work on this project has not affected other systems-related
activities adversely. The implementation plans, which consist of upgrading,
modifying or replacing various systems, are expected to cost approximately
$6,000,000 to $8,000,000. During the first nine months of 1998, the Company
had expended approximately $3,000,000 for this work. The costs incurred in
connection with the Year 2000 compliance are being treated as an operating
expense, unless a system is being replaced for operating reasons as well as for
Year 2000 compliance, in which case costs are being capitalized. While the
Company believes that its systems and applications necessary to operate and
manage its businesses will be replaced, modified or upgraded in advance of
the Year 2000 and that the related costs will not have a material impact on
the operations, cash flows, financial condition or segment results of future
periods, it will not have certain knowledge of full compliance or adequacy of
contingency plans until the Year 2000.
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Company, from time to time, may make or may have made certain forward-
looking statements, whether orally or in writing, such as forecasts and
projections of the Company's future performance or statements of management's
plans and objectives. Such forward-looking statements may be contained in,
among other things, Securities and Exchange Commission (SEC) filings, such as
the Forms 10-Q, press releases made by the Company and oral statements made by
the officers of the Company. Except for historical information contained in
these written or oral communications, such communications contain forward-
looking statements. These forward-looking statements involve a number of risks
and uncertainties that could cause actual results to differ materially from
those projected in the statements, including, but not limited to: (1) economic
conditions in Hawaii and elsewhere; (2) market demand; (3) competitive factors
and pricing pressures in the Company's primary markets; (4) legislative and
regulatory environment at the federal, state and local levels, such as
government rate regulations, land-use regulations, government administration of
the U.S. sugar program, and retention of cabotage laws; (5) dependence on raw
sugar suppliers and other third-party suppliers; (6) fuel prices; (7) labor
relations; (8) the ability to locate and correct, on a timely basis, all
relevant computer codes prior to the Year 2000; and (9) other risk factors
described elsewhere in these communications and from time to time in the
Company's filings with the SEC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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Matson Navigation Company, Inc. ("Matson") is subject to the jurisdiction
of the Surface Transportation Board ("Board"), an agency within the U.S.
Department of Transportation, with respect to its domestic rates. On
September 10, 1998, the government of the Territory of Guam filed a complaint
with the Board against Matson, Sea-Land Service, Inc. and American President
Lines, Ltd., alleging that the carriers charged unreasonable rates in the trade
between the U.S. mainland and Guam between January 1, 1991 and the present.
The complaint seeks in excess of $50 million in damages from the three
carriers. Matson did not enter the Guam trade until February of 1996 and, in
the two and a half years that it has served the trade, it has not filed a
general rate increase and has lowered many rates. All of Matson's rate
adjustments have been within the zone of reasonableness established by the
Interstate Commerce Commission Termination Act of 1995 and, therefore, are
deemed reasonable. Management believes that the ultimate outcome of this
litigation will not have a material adverse impact on A&B's financial
condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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(a) Exhibits
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10. Material contracts.
10.b.1.(xli) Employment Agreement between Alexander & Baldwin,
Inc. and Robert J. Pfeiffer, dated as of July 27, 1998.
10.b.1.(xlii) Amendment No. 1 to the A&B Retirement Plan for
Outside Directors, dated August 27, 1998.
10.b.1.(xliii) Amendment No. 1 to the A&B 1985 Supplemental
Executive Retirement Plan, dated August 27, 1998.
10.b.1.(xliv) Amendment No. 5 to the A&B Excess Benefits Plan,
dated August 27, 1998.
11. Statement re computation of per share earnings.
27. Financial Data Schedule.
(b) Reports on Form 8-K
-------------------
A report on Form 8-K was filed on August 24, 1998 to report,
under Item 5 thereof, the execution by California and Hawaiian Sugar
Company, Inc. ("C&H"), A&B-Hawaii, Inc., and McBryde Sugar Company,
Limited, all wholly-owned direct or indirect subsidiaries of
Alexander & Baldwin, Inc. ("A&B"), of definitive agreements dated as
of August 5, 1998, which provide for a recapitalization of C&H
involving the participation of an investor group that includes
Citicorp Venture Capital, Ltd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALEXANDER & BALDWIN, INC.
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(Registrant)
Date: November 13, 1998 /s/ Glenn R. Rogers
-------------------------
Glenn R. Rogers
Executive Vice President and
Chief Financial Officer
Date: November 13, 1998 /s/ Thomas A. Wellman
-------------------------
Thomas A. Wellman
Controller
EXHIBIT INDEX
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10. Material contracts.
10.b.1.(xli) Employment Agreement between Alexander & Baldwin, Inc. and
Robert J. Pfeiffer, dated as of July 27, 1998.
10.b.1.(xlii) Amendment No. 1 to the A&B Retirement Plan for Outside
Directors, dated August 27, 1998.
10.b.1.(xliii) Amendment No. 1 to the A&B 1985 Supplemental Executive
Retirement Plan, dated August 27, 1998.
10.b.1.(xliv) Amendment No. 5 to the A&B Excess Benefits Plan, dated
August 27, 1998.
11. Statement re computation of per share earnings.
27. Financial Data Schedule.