-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SGhdunR+0NYYJa68C7+RhJ8hp61dvP8dF5ChxbGz74GmbVzoTk/FkhQSi+icoFZP +ph6msfv4xw2dLSDgcWYsA== 0000063330-96-000001.txt : 19960112 0000063330-96-000001.hdr.sgml : 19960111 ACCESSION NUMBER: 0000063330-96-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960110 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAUI LAND & PINEAPPLE CO INC CENTRAL INDEX KEY: 0000063330 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 990107542 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06117 FILM NUMBER: 96502353 BUSINESS ADDRESS: STREET 1: PO BOX 187 STREET 2: 120 KANE ST CITY: KAHULUI MAUI STATE: HI ZIP: 96732 BUSINESS PHONE: 8088773351 MAIL ADDRESS: STREET 1: PO BOX 187 CITY: KAHULUI STATE: HI ZIP: 96732 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAUI LAND & PINEAPPLE CO INC CENTRAL INDEX KEY: 0000063330 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 990107542 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: PO BOX 187 STREET 2: 120 KANE ST CITY: KAHULUI MAUI STATE: HI ZIP: 96732 BUSINESS PHONE: 8088773351 MAIL ADDRESS: STREET 1: PO BOX 187 CITY: KAHULUI STATE: HI ZIP: 96732 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* MAUI LAND & PINEAPPLE COMPANY, INC. (Name of Issuer) COMMON (Title of Class of Securities) 577345-10-1 (CUSIP Number) Check the following box if a fee is being paid with this statement: [ ] A fee is not required only if the filing person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class. See Rule 13d-7. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). (continued on following pages) Page 1 of 5 CUSIP No. 577345-10-1 13G 1. Name of Reporting Person: FRANCES BALDWIN CAMERON Social Security Number: ###-##-#### 2. Check appropriate box if a member of a group* (a) [X] THE J. WALTER CAMERON FAMILY GROUP (b) [ ] 3. SEC Use Only 4. Citizenship: UNITED STATES OF AMERICA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. Sole voting power: -0- 6. Shared voting power: 286,026 7. Sole dispositive power: -0- 8. Shared dispositive power: 286,026 9. Aggregate amount beneficially owned by each reporting person: 286,026 (The J. Walter Cameron Family Group beneficially owns in the aggregate 719,153 shares.) 10. Check box if aggregate amount in 9. above excludes certain shares*: [ ] 11. Percent of class represented by amount in 9. above: 15.9% (The J. Walter Cameron Family Group beneficially owns in the aggregate 40% of the class) 12. Type of reporting person*: IN Page 2 of 5 Item 1(a) Name of Issuer: MAUI LAND & PINEAPPLE COMPANY, INC. Item 1(b) Address of Issuer's Principal Executive Offices: 120 KANE STREET, KAHULUI, MAUI, HAWAII Item 2(a) Name of Person Filing: FRANCES BALDWIN CAMERON Item 2(b) Address of Principal Business Office or Residence: 3015 BALDWIN AVENUE, MAKAWAO, HI 96768 Item 2(c) Citizenship: USA Item 2(d) Title of Class of Securities: COMMON Item 2(e) CUSIP Number: 577345-10-1 Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of this Act; (d) [ ] Investment company registered under Section 3 of the Investment Company Act; (e) [ ] Investment adviser registered under Section 203 of the Investment Advisers Act of 1940; (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d- 1(b)(1)(ii)(F); (g) [ ] Parent holding company, in accordance with 13d- 1(b)(ii)(G); (note: see item 7) (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H); Inapplicable. Page 3 of 5 Item 4 Ownership: (a) Amount beneficially owned: 286,026 (b) Percent of class: 15.9% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: -0- (ii) Shared power to vote or to direct the vote: 286,026 (iii) Sole power to dispose or to direct the disposition of: -0- (iv) Shared power to dispose or to direct the disposition of: 286,026 The foregoing beneficial ownership figures concerning shared dispositive and voting power, and aggregate beneficial ownership, include the full number of shares held by each entity listed in Part B of Exhibit A as to which the undersigned serves as one of multiple trustees, general partners, or directors. Inclusion of such shares in response to Item 4 does not constitute an admission that the undersigned is a beneficial owner of shares held by such entities. Item 5 Ownership of five percent or less of a class: Inapplicable. Item 6 Ownership of more than five percent on behalf of another person: See Exhibit A. Item 7. Identification and classification of the subsidiary which acquired the security being reported on by the parent holding company: Inapplicable. Item 8 Identification and classification of members of the group: See Exhibit A. Item 9 Notice of dissolution of group: See Note A to Exhibit A. Page 4 of 5 Item 10 Certification: Inapplicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. /S/ FRANCES BALDWIN CAMERON Signature:___________________________________ JANUARY 8, 1996 Date:_____________________________ Name/Title: FRANCES BALDWIN CAMERON Page 5 of 5 EXHIBIT A THE J. WALTER CAMERON FAMILY GROUP PREAMBLE The J. Walter Cameron Family Group (the "Group") consists of Frances B. Cameron, Mary C. Sanford, Claire C. Sanford, Jared B. H. Sanford, Richard H. Cameron, Douglas B. Cameron and Joseph W. Hartley Jr. Part A of this exhibit identifies shares of Maui Land & Pineapple Company, Inc. ("ML&P") owned individually by each member of the Group. Part B identifies ML&P shares owned by entities for which members of the Group serve as trustees, general partners or directors. Such entities are listed because group members holding such positions and/or the Group may, due to such positions, be deemed under Section 13 to share beneficial ownership of shares held by such entities. Inclusion in this exhibit of such entities does not mean or imply that such entities themselves constitute Group members. The total number of ML&P shares beneficially owned by members of the Group, including shares held by the entities listed in Part B, is 719,153 shares, or 40% of ML&P's outstanding stock. A. GROUP MEMBERS (Note A) Shares Held The following individuals hold sole voting and dispositive power with respect to shares listed below, except as indicated in Notes B and C. (1) Frances B. Cameron -0- (mother of Mary C. Sanford and of Colin C. Cameron, deceased) (2) Mary C. Sanford (including shares 60,297 held as Trustee of the Mary C. Sanford Trust) (3) Claire C. Sanford 43,051 (daughter of Mary C. Sanford) (4) Jared B. H. Sanford 43,050 (son of Mary C. Sanford) page 1 of 4 (5) Richard H. Cameron 34,369 (son of Colin C. Cameron) (Note B) (a) Jyl D. S. Cameron 500 (wife; not a group member) (Note C) (b) Jyl D. S. Cameron as Custodian 100 for Summer Cameron (daughter) (Note C) (c) Richard H. Cameron as Custodian 400 for Summer Cameron (daughter) (d) Richard H. Cameron as Custodian 400 for Julia Cameron (daughter) (e) Richard H. Cameron as Custodian 400 for Mara Cameron (daughter) (6) Douglas B. Cameron 35,789 (son of Colin C. Cameron) (7) Joseph W. Hartley Jr. 4,496 B. RELATED ENTITIES Shares Held The following entities are record holders of the shares listed below. (8) Ethel S. Baldwin Trust 180,087 Trustees are Frances B. Cameron (1) and Hawaiian Trust Co., Ltd. Trust beneficiaries are Frances B. Cameron and Mary C. Sanford (2). (9) J. Walter Cameron Trust 20,360 Trustees are Mary C. Sanford (2), Claire C. Sanford (3), Richard H. Cameron (5), Margaret A. C. Alvidrez (Note A) and Hawaiian Trust Co., Ltd. Trust beneficiary is Frances B. Cameron (1). (10) Colin C. Cameron Trust 51,110 Trustees are Richard H. Cameron (5), Douglas B. Cameron (6), page 2 of 4 Francis C. Ort (Note A), Margaret A. C. Alvidrez (Note A), and Hawaiian Trust Co., Ltd. Trust beneficiaries are Richard H. Cameron, Douglas B. Cameron, Margaret A. C. Alvidrez, Frances C. Ort and Pamela A. Cameron (widow of Colin C. Cameron). (11) Cameron Family Partnership, 99,776 a limited partnership of which Mary C. Sanford (2), Claire C. Sanford (3), Richard H. Cameron (5), and Frances C. Ort (Note A) are the general partners. (12) Allan G. Sanford Trust 39,029 Trustee is Mary C. Sanford (2). Beneficiaries are Claire C. Sanford (3), and Jared B. H. Sanford (4). (13) Maui Publishing Company, Ltd. 105,939 Frances B. Cameron (1), Mary C. Sanford (2), Claire C. Sanford (3), Jared B. Sanford (4), Richard H. Cameron (5), Frances C. Ort (Note A) and Margaret A. C. Alvidrez (Note A) serve on the 10-member board of directors of Maui Publishing Company, Ltd. Mary C. Sanford is the chairman and president, and Richard H. Cameron is the publisher and vice president, of that company. Members of The Cameron Family Group are controlling shareholders of Maui Publishing Company, Ltd. page 3 of 4 NOTES: A. In 1995, Margaret A. C. Alvidrez and Frances C. Ort (daughters of Colin C. Cameron) each filed Schedule 13G with the Securities and Exchange Commission, which stated that they are no longer members of the Group. Accordingly, this exhibit does not include shares held by those individuals. B. The amount listed for Richard H. Cameron includes 1,358 shares allocated as of December 31, 1994 to his account in the Maui Land & Pineapple Company, Inc. Employee Stock Ownership Plan (the "ESOP"), which holds 144,124 shares of ML&P's common stock. Mr. Cameron holds shared voting power with respect to shares allocated to his ESOP account. The ESOP administrative committee holds dispositive power with respect to shares held by the ESOP. C. Richard H. Cameron may be deemed to share voting and dispositive power with respect to the shares held by Jyl D. S. Cameron. page 4 of 4 -----END PRIVACY-ENHANCED MESSAGE-----