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):
DECEMBER 24, 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 2. Acquisition or Disposition of Assets
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On December 24, 1998, California and Hawaiian Sugar Company, Inc.
("C&H"), a wholly owned indirect subsidiary of Alexander & Baldwin, Inc.
(the "Company"), consummated a recapitalization transaction involving the
participation of an investor group that included Citicorp Venture Capital, Ltd.
C&H owns a sugar refinery at Crockett, California that is the primary raw cane
sugar refinery in the western United States.
The recapitalization was consummated by way of (i) the sale by C&H,
pursuant to an Amended and Restated Asset Purchase Agreement dated as of
December 24, 1998, of substantially all of its assets to Sugar Acquisition
Corporation ("SAC"), a newly formed Delaware corporation, in return for a
combination of cash, preferred stock and common stock in SAC, followed by
(ii) the sale by C&H, pursuant to an Amended and Restated Stock Sale Agreement
dated as of December 24, 1998, of a majority of its equity interests in SAC to
the investor group. SAC, as the recapitalized entity, will change its name to
"C&H Sugar Company, Inc."
As a result of the recapitalization, the Company, through C&H, received
approximately $70 million in net proceeds, consisting of approximately
$45 million in cash, after the repayment of certain C&H indebtedness as set
forth in Note A to the Pro Forma Condensed Financial Statements filed herewith
as Exhibit 10.a.1.(xxxviii), and $25 million in senior preferred stock. The
Company, through C&H, also retained approximately a 40-percent equity interest
in C&H Sugar Company, Inc., the recapitalized entity.
Copies of the Amended and Restated Asset Purchase Agreement and Amended
and Restated Stock Sale Agreement are attached hereto as Exhibits
10.a.1.(xxxvi) and 10.a.1.(xxxvii), respectively, and are incorporated herein
by reference. The foregoing descriptions do not purport to be complete and are
qualified in their entirety by reference to such Exhibits.
Item 7. Financial Statements and Exhibits
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7(b). Pro forma financial information.
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Filed as part of this report as Exhibit 10.a.1.(xxxviii) is the
required pro forma financial information relative to the disposition of assets.
7(c). Exhibits.
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Exhibit 10.a.1.(xxxvi) Amended and Restated Asset Purchase Agreement, dated
as of December 24, 1998, by and among California and
Hawaiian Sugar Company, Inc., A&B-Hawaii, Inc.,
McBryde Sugar Company, Limited and Sugar Acquisition
Corporation (without exhibits or schedules).
Exhibit 10.a.1.(xxxvii) Amended and Restated Stock Sale Agreement, dated as of
December 24, 1998, by and between California and
Hawaiian Sugar Company, Inc. and Citicorp Venture
Capital, Ltd. (without exhibits or schedules).
Exhibit 10.a.1.(xxxviii) Pro forma financial information relative to the
transactions.
Exhibit 99 Press Release dated December 24, 1998 issued by the
Company.
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: January 8, 1999
ALEXANDER & BALDWIN, INC.
By /s/ Glenn R. Rogers
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Glenn R. Rogers
Executive Vice President,
Chief Financial Officer
and Treasurer
EXHIBIT INDEX
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10.a.1.(xxxvi) Amended and Restated Asset Purchase Agreement, dated as of
December 24, 1998, by and among California and Hawaiian Sugar
Company, Inc., A&B-Hawaii, Inc., McBryde Sugar Company,
Limited and Sugar Acquisition Corporation (without exhibits or
schedules).
10.a.1.(xxxvii) Amended and Restated Stock Sale Agreement, dated as of
December 24, 1998, by and between California and Hawaiian
Sugar Company, Inc. and Citicorp Venture Capital, Ltd.
(without exhibits or schedules).
10.a.1.(xxxviii) Pro forma financial information relative to the transactions.
99 Press Release dated December 24, 1998 issued by the Company.