Hawaii | 001-35492 | 45-4849780 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
• | Grace Acquisition: As previously announced, the Company acquired GPC Holdings, Inc. ("Grace") as of October 1, 2013 under an Agreement and Plan of Merger between the Company, A&B II, LLC, Grace, Grace Pacific LLC and Mr. Hulihee ("Merger Agreement"). Mr. Hulihee (both individually and through affiliated entities or immediate family members) owned 38.7% of Grace and, as a result of the acquisition, received 38.7% of the $235 million acquisition price, which was paid in a combination of cash and Company stock. Mr. Hulihee also has entered into a lock-up agreement with the Company and generally may not offer to sell, pledge, or otherwise transfer or dispose of the Company stock acquired in the acquisition for six months following the acquisition. These relationships were described in a Form S-4 filed with the Securities and Exchange Commission, effective on August 21, 2013 ("S-4"). |
• | Koko'oha Investments, Inc. Matters: Prior to the closing of the Grace acquisition, Koko'oha Investments, Inc. ("Koko'oha"), a wholly-owned Grace subsidiary engaged in the petroleum and retail gasoline businesses, was spun-off from Grace and was not acquired by A&B. Mr. Hulihee owns (both individually and through affiliated entities or immediate family members) approximately 38.7% of Koko'oha. Certain continuing obligations exist between the Company or Grace and Koko'oha that were described previously in the S-4, including tax-related obligations under a tax matters agreement entered into in connection with the spin-off. In addition, a subsidiary of Koko'oha has a commercial lease with a subsidiary of A&B. Gross rent paid year to date is $240,189 and the remaining aggregate net rent obligation under the lease, which term expires in October 2017, is $556,320. |
(d) | Exhibits |
99.1 | Press release dated November 1, 2013, announcing the election of David C. Hulihee to the Board of Directors of Alexander & Baldwin, Inc. |
Contact: Suzy Hollinger 808.525.8422 shollinger@abinc.com |
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