A&B
ALEXANDER & BALDWIN, INC.
P. O. BOX 3440 - HONOLULU, HAWAII 96801-3440
March 6, 1995
To the Shareholders of Alexander & Baldwin, Inc.:
The 1995 Annual Meeting of Shareholders of Alexander & Baldwin, Inc. will
be held in the Plaza Meeting Room on the ground floor of Amfac Center, 745 Fort
Street, Honolulu, Hawaii, on Thursday, April 27, 1995 at 10:00 a.m. You are
invited to attend, and we hope you will be able to do so. At the meeting, we
will have the opportunity to discuss the Company's financial performance during
1994, and our future plans and expectations.
As you probably already are aware, Robert J. Pfeiffer, the Chairman of the
Board of the Company since 1980, has informed the Board that he wishes to retire
and will not stand for re-election to the Board at the Annual Meeting. He will
step down as Chairman effective March 31, 1995. On behalf of the Company and
its Board, officers and employees, as well as personally, I wish to express
appreciation for Mr. Pfeiffer's extraordinary record of leadership and
contributions over his 37 1/2-year career with the Company. His career with the
Company included longer service as Chief Executive Officer than any other
individual in the Company's 124-year history except John Waterhouse, the son-in-
law of A&B co-founder, Samuel T. Alexander.
Whether or not you now plan to attend the Annual Meeting, you are urged to
sign, date and mail the enclosed proxy and return it in the enclosed envelope at
your earliest convenience. Regardless of the size of your holding, it is
important that your shares be represented. If you attend the Annual Meeting,
you may withdraw your proxy and vote in person.
Sincerely,
/s/John C. Couch
President and Chief Executive Officer
<PAGE>
A&B
ALEXANDER & BALDWIN, INC.
P. O. BOX 3440 - HONOLULU, HAWAII 96801-3440
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of
Alexander & Baldwin, Inc. ("A&B") will be held in the Plaza Meeting Room on the
ground floor of Amfac Center, 745 Fort Street, Honolulu, Hawaii, on Thursday,
April 27, 1995, at 10:00 a.m., Honolulu time, for the following purposes:
1. To elect ten directors to serve until the next Annual Meeting of
Shareholders and until their successors are duly elected and
qualified;
2. To elect auditors for the ensuing year; and
3. To transact such other business as properly may be brought before the
meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on February 17, 1995
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
PLEASE SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE
PROVIDED.
By Order of the Board of Directors
/s/Michael J. Marks
Vice President, General
Counsel and Secretary
March 6, 1995
<PAGE>
A&B
ALEXANDER & BALDWIN, INC.
P. O. BOX 3440 - HONOLULU, HAWAII 96801-3440
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Alexander & Baldwin, Inc. ("A&B") for use
at the Annual Meeting of Shareholders to be held on April 27, 1995 and at any
adjournment or postponement thereof (the "Annual Meeting"). A proxy may be
revoked at any time prior to its exercise by a written revocation bearing a
later date than the proxy and filed with the Secretary of A&B, by submission of
a later-dated proxy, or by voting in person at the Annual Meeting.
Only shareholders of record at the close of business on February 17, 1995
are entitled to notice of and to vote at the Annual Meeting. On that date, A&B
had outstanding 45,663,160 shares of common stock without par value, each of
which is entitled to one vote. Provided a quorum is present, the affirmative
vote of a majority of the shares of A&B common stock represented at the Annual
Meeting, in person or by proxy, and entitled to vote will be necessary for the
election of directors and election of auditors. Abstentions and broker non-
votes will be included for purposes of determining a quorum at the Annual
Meeting. Broker non-votes will have the same effect as a vote to withhold
authority in the election of directors, and abstentions and broker non-votes
will have the same effect as a vote against the election of auditors.
Following the original mailing of proxy soliciting material, officers,
employees and directors of A&B and its subsidiaries may, without additional
compensation, solicit proxies by appropriate means, including by mail,
telephone, telecopy and personal interview. Arrangements also will be made with
brokerage houses and other custodians, nominees and fiduciaries which are record
holders of A&B's common stock to forward proxy soliciting material to the
beneficial owners of such stock, and A&B will reimburse such record holders for
their reasonable expenses. A&B has retained the firms of Morrow & Co., Inc.,
New York, New York, and Skinner & Co., San Francisco, California, to assist in
the solicitation of proxies at a combined cost of $14,000, plus reasonable
out-of-pocket expenses.
This proxy statement and the enclosed proxy are being mailed to
shareholders on or about March 6, 1995.
ELECTION OF DIRECTORS
Directors will be elected at the Annual Meeting to serve until the next
Annual Meeting of Shareholders and until their successors are duly elected and
qualified. There is no cumulative voting in the election of directors.
The Bylaws of A&B provide that no person (other than a person nominated by
or on behalf of the Board) will be eligible to be elected a director at an
annual meeting of shareholders unless a written notice that the person's name be
placed in nomination is received by the Chairman of the Board, the President, or
the Secretary of A&B not less than 60 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual shareholders' meeting. If
the annual meeting is not called for a date which is within 30 days of the
anniversary date of the preceding annual meeting, a shareholder's notice must be
given not later than 10 days after the date on which notice of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs. In connection with a special meeting of
shareholders called for the purpose of electing directors, the Bylaws require a
shareholder's nomination notice to be given not later than 10 days after the
date on which notice of the special meeting was mailed or public disclosure of
the date of the special meeting was made, whichever first occurs. To be in
proper written form, a shareholder's notice must set forth specified information
about each nominee and the shareholder making the nomination. Such notice must
be accompanied by a written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected. The Bylaws also provide that no
person shall be elected a director after reaching age 72, except that this
provision is not applicable to any person who has served as Chief Executive
Officer of A&B for a period of not less than five years.
NOMINEES. The nominees of the Board of Directors are the ten persons named
below, all of whom are currently members of the Board of Directors. The Board
of Directors has no reason to believe that any nominee will be unable to serve.
However, if any nominee or nominees should decline or become unable to serve for
any reason, shares represented by the accompanying proxy will be voted for such
other person or persons as the Board of Directors may nominate.
The following table sets forth the name, age and principal occupation of
each person nominated by the A&B Board, their positions with A&B and business
experience during the last five years, and the year each first was elected or
appointed a director.
Nominee, year Principal occupation, information as to
nominee first other positions with A&B, and other
became a directorships
director, and age
_________________ _____________________________________________________________
Michael J. Chun President, The Kamehameha Schools,
1990 Honolulu, Hawaii (educational institution)
51 since June 1988; Vice President and
Secretary, ParEn, Inc., Honolulu, Hawaii
(environmental engineering services) from
January 1985 until June 1988; Director of
Bank of Hawaii.
<PAGE>
Nominee, year Principal occupation, information as to
nominee first other positions with A&B, and other
became a director, directorships
and age
_________________ _____________________________________________________________
John C. Couch Chief Executive Officer of A&B since April
1985 1992 and, effective April 1, 1995, Chairman
55 of the Board of A&B; President of A&B from
October 1985 until April 1989 and since
April 1991; Chief Operating Officer of A&B
from October 1985 until April 1989 and from
April 1991 until April 1992; President and
Chief Executive Officer of A&B's
subsidiary, A&B-Hawaii, Inc. ("ABHI"),
since April 1989 and, effective April 1,
1995, Chairman of the Board of ABHI;
effective April 1, 1995, Chairman of the
Board of A&B's subsidiary, Matson
Navigation Company, Inc. ("Matson"); prior
to October 1985 held various executive
officer positions with A&B, Matson and
Matson's subsidiaries; Director of First
Hawaiian, Inc. and First Hawaiian Bank.
Leo E. Denlea, Chairman of the Board, President and Chief
Jr. Executive Officer, Farmers Group, Inc., Los
1987 Angeles, California (insurance) since
63 September 1986; Director of B.A.T.
Industries, p.l.c.
Walter A. Dods, Chairman of the Board and Chief Executive
Jr. Officer of First Hawaiian, Inc., Honolulu,
1989 Hawaii (banking) since September 1989;
53 President of First Hawaiian, Inc. from
March 1989 until March 1991; Chairman of
the Board and Chief Executive Officer,
First Hawaiian Bank since September 1989
and President from November 1984 until
October 1989.
Charles G. King Vice President, Kuhio Motors, Inc., Lihue,
1989 Kauai, Hawaii (automobile dealership) since
49 December 1983.
Carson R. Managing Director, The Corporate
McKissick Development Company, Los Angeles,
1971 California (financial advisory services)
62 since July 1991; Vice President, Citibank,
Los Angeles, California (banking and
financial services) from December 1987
until June 1991; Director of Triangle
Pacific Corp.
C. Bradley Chief Executive Officer of Matson since
Mulholland April 1992; President of Matson since
1991 May 1990; Chief Operating Officer of Matson
53 from July 1989 until April 1992; Executive
Vice President of Matson from September 1987
until May 1990; prior to September 1987 held
various executive officer positions with
Matson.
<PAGE>
Nominee, year Principal occupation, information as to
nominee first other positions with A&B, and other
became a director, directorships
and age
_______________ _____________________________________________________________
Robert G. Reed Business consultant; Director of BHP
III Petroleum (oil exploration and production)
1986 from November 1992 until August 1994;
67 President, Chief Executive Officer and
Director of Pacific Resources, Inc.,
Honolulu, Hawaii (petroleum refining and gas
service) from May 1985 until November 1992
and Chairman of the Board of Pacific
Resources, Inc. from January 1986 until
November 1992; Director of First Hawaiian
Bank.
Maryanna G. Shaw Private investor.
1980
56
Charles M. Managing Director, Trust Company of the
Stockholm West, San Francisco, California (investment
1972 management services) since June 1986.
62
CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS
COMMITTEES. The Board of Directors, which held seven meetings during 1994,
has an Audit Committee and a Compensation and Stock Option Committee. A&B has
no nominating or similar committee; the full Board of Directors performs that
function.
The current members of the Audit Committee, which held three meetings
during 1994, are Mr. McKissick, Chairman, Mrs. Shaw, and Messrs. Chun, Denlea,
Dods and Pfeiffer. The Audit Committee meets from time to time with A&B's
independent auditors and has general responsibility for reviewing the accounting
and auditing affairs of A&B.
The current members of the Compensation and Stock Option Committee, which
held six meetings during 1994, are Mr. Stockholm, Chairman, and Messrs. King and
Reed. The Compensation and Stock Option Committee has general responsibility
for management and other salaried employee compensation, including incentive com
pensation and stock option plans.
COMPENSATION OF DIRECTORS. Directors who are not employees of A&B receive
an annual retainer of $16,000 and an additional $3,000 if also serving as
Chairman of a Board committee. All directors receive an attendance fee of $700
per meeting. In addition, attendance fees of $700 and $600 per meeting are paid
to A&B directors serving as chairmen and members, respectively, of Board commit
tees. All A&B directors serve as directors of A&B's ABHI and Matson
subsidiaries. Directors of ABHI and Matson receive attendance fees of $700 per
ABHI or Matson Board meeting. Outside directors may defer up to 100 percent of
their annual retainer and meeting fees until retirement or until such earlier
date as they may select. No directors have deferred such fees.
Under A&B's Non-Employee Director Stock Option Plan ("Director Plan"),
approved by the shareholders at the 1989 Annual Meeting, a non-qualified stock
option to purchase 3,000 shares of A&B common stock automatically will be
granted at each Annual Meeting of Shareholders to each individual who is at such
meeting elected or re-elected as a non-employee director of A&B. The option
price per share is the average mean between the highest and lowest sale price
per share of common stock for the five consecutive trading days prior to the
grant date, and the term of the option may not exceed 10 years. Options become
exercisable 6 months after the grant date. At the 1994 Annual Meeting held on
April 28, 1994, options to purchase 3,000 shares of A&B common stock at an
exercise price of $24.70 per share were granted to each of the nine non-employee
directors. As of February 17, 1995, all unexpired options granted under the
Director Plan remained outstanding.
A&B maintains life insurance, retirement and deferred compensation plans,
and provides medical and dental benefits, for its directors who are not A&B
employees. The life insurance program affords coverage of $50,000 for
directors, as well as accidental death and dismemberment coverage of $200,000
for directors and $50,000 for their spouses while accompanying directors on A&B
business. Under the retirement plan, a director who has 5 or more years of
service will receive, in addition to certain post-retirement health care
insurance benefits, a lump sum payment upon retirement or attainment of age 65,
whichever is later, that is actuarially equivalent to a payment stream for the
life of the director consisting of 50 percent of the amount of the annual
retainer fee in effect at the time of his or her retirement or other
termination, plus 10 percent of that amount, up to an additional 50 percent, for
each year of service as a director over 5 years.
Since April 1, 1992, Mr. R. J. Pfeiffer has served as Chairman of the
Boards of, and consultant to, each of A&B, Matson and ABHI, pursuant to a
consulting agreement which, as amended, provides that he will continue to serve
in such capacities until March 31, 1995. Consistent with Mr. Pfeiffer's
decision not to stand for re-election to the Board, and to step down as Chairman
of the Boards of A&B, Matson and ABHI effective March 31, 1995, Mr. Pfeiffer's
consulting agreement will not be extended or renewed. During the term of such
consulting agreement, Mr. Pfeiffer's annual base consulting fee was $450,000 and
he received certain other benefits and amounts under various A&B plans in
addition to the retirement and pension benefits to which he may be entitled. If
Mr. Pfeiffer's consulting services were to be terminated by A&B without "cause"
or by Mr. Pfeiffer for "good reason" (as defined in the agreement), Mr. Pfeiffer
would receive his full consulting fee through the date of termination at the
rate then in effect, plus a lump sum payment equal to two times his then current
annual consulting fee. Upon termination of Mr. Pfeiffer's consulting services
by A&B without cause or by Mr. Pfeiffer for good reason following a "change in
control" of A&B (as defined in the agreement), Mr. Pfeiffer also would receive
in one lump sum certain accrued but unpaid awards and amounts under various A&B
incentive and deferred compensation plans, and an amount in lieu of outstanding
options then held by Mr. Pfeiffer, calculated in the same manner as under the
severance agreements described under the caption "Severance Agreements" below.
Mr. Pfeiffer's agreement provides for reimbursement for moving expenses in
the event Mr. Pfeiffer moves to the U.S. mainland within one year after the date
that he no longer is serving as a consultant under the agreement. The agreement
also provides for a tax gross-up payment to offset any excise taxes that may
become payable by Mr. Pfeiffer by reason of Sections 280G and 4999 of the
Internal Revenue Code if his consulting services were to be terminated without
cause or for good reason following a change in control of A&B. A&B's current
estimate is that Mr. Pfeiffer would not be subject to such excise taxes if his
consulting services were terminated under the circumstances described in the
preceding sentence and, accordingly, the tax gross-up payment would not be
necessary. The foregoing obligations of A&B to Mr. Pfeiffer under
Mr. Pfeiffer's agreement are guaranteed by Matson and ABHI.
SECURITY OWNERSHIP OF CERTAIN SHAREHOLDERS
The following table lists the names and addresses of the only shareholders
known by A&B to have owned beneficially more than 5 percent of A&B's common
stock outstanding on February 17, 1995, the number of shares they beneficially
own, and the percentage of outstanding shares such ownership represents. Except
as indicated in the footnotes, such shareholders have sole voting and
dispositive power over shares they beneficially own.
<TABLE>
<CAPTION>
Name and Address Amount of Percent of
of Beneficial Owner Beneficial Ownership Class
- ------------------- -------------------- ---------
<S> <C> <C>
Southeastern Asset 4,526,500 (b) 9.9
Management, Inc.
6075 Poplar Avenue
Suite 900
Memphis, Tennessee
38119
First Hawaiian Bank (a) 2,717,824 (c) 6.0
P. O. Box 3200
Honolulu, Hawaii 96847
</TABLE>
(a) For additional information concerning relationships and transactions
between A&B and First Hawaiian Bank, please see "Security Ownership of
Directors and Executive Officers" and "Certain Relationships and
Transactions" below.
(b) As reported in Amendment No. 3 to Schedule 13G dated February 8, 1995 (the
"13G Amendment") filed with the Securities and Exchange Commission.
According to the 13G Amendment, such shares are owned legally by investment
advisory clients of Southeastern Asset Management, Inc. ("Southeastern"),
and are held in discretionary accounts, with Southeastern having sole
dispositive power over all such shares and sole voting power over 4,329,100
of such shares. In addition, according to the 13G Amendment,
(i) investment advisory clients of Southeastern own an aggregate of
1,141,800 shares (2.5% of A&B's outstanding common stock) in non-
discretionary accounts over which Southeastern has no dispositive or voting
power and (ii) Longleaf Partners Fund ("Longleaf"), an investment company,
owns 1,565,000 shares (3.4% of A&B's outstanding common stock) over which
Longleaf has sole dispositive and voting power. Southeastern is Longleaf's
investment counsel.
(c) Shares are beneficially owned in a fiduciary capacity by the trust
department of First Hawaiian Bank, as follows: shared voting and disposi
tive power - 1,949,696 shares, sole voting and dispositive power - 622,104
shares, sole voting and shared dispositive power - 6,288 shares, sole
dispositive power only - 3,100 shares, and shared dispositive power only -
6,400 shares. In addition, First Hawaiian Bank's trust department holds
130,236 shares over which it has neither voting nor dispositive power.
<PAGE>
CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS. The following
table shows the number of shares of A&B common stock beneficially owned as of
February 17, 1995 by each director and nominee, by each executive officer named
in the "Summary Compensation Table" below, and by directors, nominees and
executive officers as a group (including one advisory director) and, if at least
one-tenth of one percent, the percentage of outstanding shares such ownership
represents. Except as indicated in the footnotes, directors, nominees and
executive officers have sole voting and dispositive power over shares they
beneficially own.
<TABLE>
<CAPTION>
Name or Number Amount of Beneficial Percent of
in Group Ownership(a)(b)(c) Class
- ------------- -------------------- ---------
<S> <C> <C>
Michael J. Chun 15,391 --
John C. Couch 511,208 1.1
Leo E. Denlea, Jr. 19,600 --
Walter A. Dods, Jr. 16,009 --
Charles G. King 20,685 --
Carson R. McKissick 23,000 --
C. Bradley Mulholland 291,572 0.6
R. J. Pfeiffer 513,434 1.1
Robert G. Reed III 20,000 --
Maryanna G. Shaw 943,543 2.1
Charles M. Stockholm 20,000 --
W. Allen Doane 82,405 0.2
David G. Koncelik 13,892 --
Glenn R. Rogers 127,957 0.3
24 Directors, Nominees
and Executive Officers 5,519,480 11.7
Officers as a Group (d)
</TABLE>
(a) Amounts do not include shares owned by spouses of those directors and
executive officers who disclaim beneficial ownership thereof, as follows:
Mr. McKissick - 600, and directors, nominees and executive officers as a
group - 42,200. In addition, Mr. Stockholm and Mrs. Shaw, who are husband
and wife, each disclaim beneficial ownership of all shares beneficially
owned by the other. Except as noted in footnote (d) below, amounts do not
include shares beneficially owned in a fiduciary capacity by trust com
panies or the trust departments of banks of which A&B directors are
directors or officers, or both, and shares held by foundations or trusts of
which A&B directors are trustees or directors, as follows: First Hawaiian
Bank - 2,717,824 shares, The Wallace Alexander Gerbode Foundation, of which
Mrs. Shaw and Mr. Stockholm are trustees - 40,000 shares, and the William
Garfield King Educational Trust, of which Mr. King is a trustee - 1,000
shares.
(b) Amounts include shares as to which directors, nominees and executive
officers have (i) shared voting and dispositive power, as follows:
Mr. Chun - 390 shares, Mr. Denlea - 1,600 shares, Mr. King - 685 shares
(held by a living trust of which Mr. King is a co-trustee), Mr. Mulholland-
37,678 shares, Mr. Pfeiffer - 261,434 shares (held by a family trust of
which Mr. Pfeiffer serves as a trustee), Mrs. Shaw - 79,613 shares,
Mr. Rogers - 1,000 shares, and directors, nominees and executive officers
as a group - 1,966,302 shares, and (ii) sole voting power only, as follows:
Mr. Couch - 1,655 shares, Mr. Mulholland - 1,993 shares, Mr. Rogers - 1,582
shares, and directors, nominees and executive officers as a group - 10,992
shares.
(c) Amounts include shares deemed to be owned beneficially by directors,
nominees and executive officers because they may be acquired prior to
May 5, 1995 through the exercise of stock options, as follows:
Mr. Pfeiffer - 252,000, Mr. Couch - 363,800, Mr. Mulholland - 226,000,
Mr. Rogers - 114,000, Mr. Doane - 70,000, Mrs. Shaw and Messrs. Denlea,
King, McKissick, Reed and Stockholm - 18,000 each, Messrs. Chun and Dods -
15,000 each, Mr. Koncelik - 12,000, and directors, nominees and executive
officers as a group - 1,683,012.
(d) Includes 2,264,696 shares beneficially owned by Alexander C. Waterhouse, an
advisory director of A&B, of which 1,545,102 shares also are beneficially
owned by First Hawaiian Bank in a fiduciary capacity. Mr. Waterhouse
served as a director of A&B from 1974 to 1984. He did not stand for
election as a director at the end of that period because he had reached the
mandatory retirement age under A&B's Bylaws. The Board of Directors has
elected Mr. Waterhouse as an advisory director and, as such, he is entitled
to attend and participate in meetings of the Board and to receive
director's compensation, but he has no vote.
Section 16(a) of the Securities Exchange Act of 1934 requires A&B's
directors and executive officers, and persons who own more than 10 percent of
its common stock, to file reports of ownership and changes in ownership on
Forms 3, 4 and 5 with the Securities and Exchange Commission. The Company
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).
CERTAIN RELATIONSHIPS AND TRANSACTIONS. Walter A. Dods, Jr., an A&B
director, is Chairman of the Board and Chief Executive Officer of First
Hawaiian, Inc., a bank holding company, and is Chairman of the Board and Chief
Executive Officer of its banking subsidiary, First Hawaiian Bank. A&B holds a
5.2 percent interest in First Hawaiian, Inc.
First Hawaiian Bank has (i) a 29 percent participation in and is agent for
a $155,000,000 revolving credit and term loan agreement with A&B and ABHI, under
which $30,000,000 was outstanding at February 17, 1995, (ii) a revolving credit
agreement with A&B under which the amount outstanding ($11,500,000 at
February 17, 1995), when combined with First Hawaiian Bank's share of amounts
drawn under the previously-described $155,000,000 revolving credit and term loan
agreement, may not exceed $65,000,000, (iii) 16.34 percent and 16.08 percent
beneficial interests in trusts that hold 20 percent equity investments in the
original hull and midbody improvements, respectively, of the S.S. Lurline, a
vessel chartered to Matson for 25 years subject to an option to renew the
charter for up to five years, which interests were received in consideration of
an aggregate equity investment participation commitment of $2,040,500, (iv) a
22.9 percent beneficial interest in a leveraged lease to lease containers to
Matson, which interest was received in consideration of an aggregate equity
investment participation commitment of $7,200,000, (v) issued a $12,800,000
letter of credit on behalf of Matson for insurance security purposes, (vi) a
$25,000,000 line of credit with Matson Leasing to support the issuance of
letters of credit for container purchase purposes, under which no amount was
outstanding at February 17, 1995, (vii) a 30% participation in a $100,000,000
revolving credit facility with Matson Leasing, under which no amount was
outstanding at February 17, 1995, (viii) a 40 percent participation in a
$100,000,000 revolving credit facility with California and Hawaiian Sugar
Company, Inc. ("C&H"), under which no amount was outstanding at February 17,
1995, and (ix) a $9,000,000 line of credit with C&H to support the issuance of
letters of credit, under which $8,733,649 was outstanding at February 17, 1995.
On March 3, 1994 and June 16, 1994, A&B purchased 300,000 and 110,000
shares, respectively, of its common stock from The Wallace Alexander Gerbode
Foundation, of which Mrs. Shaw and Mr. Stockholm are trustees. The purchases,
for a total cash price of $10,277,500, were made pursuant to the stock
repurchase program authorized by the Board in December 1993.
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND OTHER COMPENSATION. The following table summarizes the
cash and noncash compensation paid by A&B for services rendered, during each of
the last three completed fiscal years, by A&B's Chief Executive Officer and the
four other most highly compensated executive officers (collectively, the "named
executive officers"). The
amounts shown in the Summary Compensation Table include only compensation earned
during the years in which the named executive officers served as executive
officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-----------------------------
Annual Compensation Awards Payouts
------------------- ------------ ---------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Res- All
Annual tricted Securities Other
Compen- Stock Underlying LTIP Compen-
Name and sation Awards Options/SARs Payouts sation
Principal Position Year Salary($) Bonus($)(4) ($)(6) ($)(7) (#) ($)(8) ($)(10)
- ------------------ ---- -------- ---------- ------ ------- ------------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John C. Couch (1) 1994 540,000 267,000(5) 4,145 356,100 70,000 89,100(9) 82,067
President and Chief 1993 490,000 220,027(5) 1,809 375,300 70,000 85,814(9) 75,297
Executive Officer of A&B 1992 437,500 137,500(5) 1,319 361,500 60,000 103,500(9) 77,348
C. Bradley Mulholland 1994 392,500 128,000(5) 3,496 266,250 40,000 49,500(9) 55,982
President and Chief 1993 367,606 102,528(5) 1,764 253,875 45,000 66,786(9) 51,973
Executive Officer of Matson 1992 343,272 172,000 1,506 75,900 50,000 75,900(9) 50,494
W. Allen Doane 1994 259,000 68,750(5) 2,859 144,975 25,000 27,900(9) 18,389
Executive Vice President 1993 238,500 68,791(5) 2,984 140,250 30,000 24,750(9) 15,026
and Chief Operating 1992 221,250 115,000 2,167 0 15,000 0 13,078
Officer of ABHI
David G. Koncelik (2) 1994 235,000 82,160(5) 0 30,810 12,000 0 16,685
President and Chief Executive 1993 --- --- --- --- --- --- ---
Officer of California and 1992 --- --- --- --- --- --- ---
Hawaiian Sugar Company, Inc.
Glenn R. Rogers (3) 1994 205,000 64,950(5) 3,346 129,225 25,000 21,200(9) 37,760
Vice President, Chief Financial 1993 189,038 57,876(5) 1,968 131,625 17,000 29,903(9) 35,114
Officer and Treasurer of A&B 1992 --- --- --- --- --- --- ---
</TABLE>
(1)Mr. Couch was appointed Chief Executive Officer effective April 1992. In
accordance with applicable requirements, this table includes information
with respect to Mr. Couch's compensation as an executive officer during 1992
prior to the time he became Chief Executive Officer.
(2)Mr. David G. Koncelik became an executive officer effective January 1994.
In accordance with applicable requirements, this table does not include
information with respect to Mr. Koncelik's compensation prior to 1994.
(3)Mr. Rogers became an executive officer effective April 1993. In accordance
with applicable requirements, this table does not include information with
respect to Mr. Rogers' compensation prior to 1993, but does include
information with respect to Mr. Rogers' compensation during 1993 prior to
the time he became an executive officer.
(4)"Bonus" consists of cash amounts earned for the fiscal year identified in
column (b) under A&B's One-Year Performance Improvement Incentive Plan ("One-
Year Plan").
(5)Represents a portion of the named executive officers' award under the One-
Year Plan. The named executive officers elected to receive the balance of
their One-Year Plan award in restricted stock, the value of which is
included in column (f).
(6)"Other Annual Compensation" consists of amounts reimbursed to the named
executive officers for their estimated income tax liability by reason of
(i) A&B's payments for the cost of personal excess liability insurance, and
(ii) personal use of company automobiles. It does not include the aggregate
amount of perquisites received by each named executive officer, which for
each fiscal year in question was less than the lesser of $50,000 or 10% of
reported salary and bonus.
(7) Represents (i) amount of One-Year Plan award elected to be received in
stock in respect of awards earned for the fiscal year identified in
column (b), (ii) amount of award under A&B's Three-Year Performance
Improvement Incentive Plan ("Three-Year Plan") elected to be received in
stock in respect of awards earned for the three-year plan cycle ending with
and including the fiscal year identified in column (b), and (iii) additional
stock awarded in the discretion of the Compensation and Stock Option
Committee ("Committee") in respect of the foregoing stock elections, valued
at 50% of the amount of the One-Year Plan and/or Three-Year Plan award that
the named executive officer has elected to take in stock. All shares are
subject to the A&B Restricted Stock Bonus Plan, which provides that if the
named executive officer leaves A&B's employ (for any reason other than
retirement, death or disability) within three years after the award, the
shares are subject to repurchase by A&B at the lesser of their fair market
value at the time of repurchase or the amount of the award originally
applied to their purchase. Shares subject to such repurchase right may not
be sold or transferred until such right lapses. As of December 31, 1994,
the number and value (based upon a $22.25 per share closing price of A&B's
common stock) of shares of restricted stock held by the named executive
officers are as follows: Mr. Couch - 39,187 shares ($871,911);
Mr. Mulholland - 13,519 shares ($300,798); Mr. Doane - 5,665 shares
($126,046); Mr. Koncelik - 0 shares ($0); and Mr. Rogers - 5,317 shares
($118,303). Dividends are payable on the restricted shares if and to the
extent payable on A&B's common stock generally.
(8) "LTIP Payouts" consist of cash amounts earned under the Three-Year Plan for
the three-year plan cycle ending with and including the fiscal year
identified in column (b).
(9) Represents a portion of the named executive officers' award under the
Three-Year Plan. The named executive officers elected to receive the
balance of their Three-Year Plan award in restricted stock, the value of
which is included in column (f).
(10) "All Other Compensation" for 1994 includes: (i) amounts contributed by A&B
to the A&B Profit Sharing Retirement Plan (Mr. Couch - $10,650,
Mr. Mulholland - $10,650, Mr. Doane - $10,650, Mr. Koncelik - $10,650, and
Mr. Rogers - $10,650); (ii) amounts accrued for profit sharing under the A&B
Excess Benefits Plan, pursuant to which executives chosen by the Committee
receive additional credits and payments equal to the difference between the
maximum benefit permitted under federal tax laws and the benefit the
executives otherwise would receive under A&B's qualified plans (Mr. Couch -
$27,690, Mr. Mulholland - $17,218, Mr. Doane - $7,739, Mr. Koncelik -
$6,035, and Mr. Rogers - $3,905); (iii) amounts contributed by A&B for the
accounts of the named executive officers under the A&B Executive
Survivor/Retirement Benefit Plan, pursuant to which executives selected by
the Chief Executive Officer of A&B receive benefits in lieu of coverage over
$50,000 which otherwise would be provided under A&B's group life insurance
program (Mr. Couch - $26,227, Mr. Mulholland - $10,614, and Mr. Rogers -
$23,205); and (iv) director fees (Mr. Couch - $17,500 and Mr. Mulholland -
$17,500).
OPTION GRANTS. The following table contains information concerning the grant of
stock options under A&B's 1989 Stock Option/Stock Incentive Plan during 1994 to
the named executive officers.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------
Number of Percent of Total
Securities Options/SARs Exercise
Underlying Granted to or Base Grant Date
Options/SARs Employees Price Expiration Present Value
Name Granted(#) in Fiscal Year ($/share) Date ($)(b)
------ ------------ -------------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
John C. Couch 70,000(a) 15.6% 27.00 January 26,2004 544,985
C. Bradley Mulholland 40,000(a) 8.9% 27.00 January 26,2004 311,420
W. Allen Doane 25,000(a) 5.6% 27.00 January 26,2004 194,638
David G. Koncelik 12,000(a) 2.7% 27.00 January 26,2004 93,426
Glenn R. Rogers 25,000(a) 5.6% 27.00 January 26,2004 194,638
</TABLE>
(a) Options granted on January 27, 1994 under the 1989 Stock Option/Stock
Incentive Plan ("1989 Plan") with an exercise price per share equal to the
fair market value of the underlying shares of A&B common stock on the grant
date. These options became exercisable one year after the date of grant. No
stock appreciation rights were granted with these options. In certain
merger, reorganization or change in control situations involving A&B, the
exercisability of options under the 1989 Plan will be accelerated in
accordance with the terms of the grant, and options may be surrendered for a
cash distribution per share equal to the difference between the fair market
value of the option share (or, if greater, the change in control
consideration paid per share) and the exercise price.
(b) Based on an option pricing model proposed by A&B's independent
compensation consultant that projects future gains from stock options. This
option pricing model modifies the Black-Scholes model by using the average
stock price volatility for a broad range of stocks and converting the results
into explicit price growth assumptions consistent with the Capital Asset
Pricing Model (CAP-M). The assumptions used in this pricing model are as
follows: (i) the market value of A&B stock increases at a uniform rate of
10% compounded annually, (ii) stock options will be exercised five years from
the date of grant, (iii) projected future gains are discounted back to the
date of grant using a 15% discount rate, and (iv) the resulting current
dollar values are further discounted by 5% to take into account the
probability the stock options will be forfeited as a result of executives'
termination of employment within one year of the grant date. This option
pricing model makes no explicit assumptions about A&B's future dividend
yields, but the CAP-M price growth and discount factors implicitly assume an
average dividend yield of between 2% and 3% for the broad market. There is
no assurance the value realized by an executive officer will be at or near
the value estimated by this option pricing model. The actual value, if any,
an executive officer may realize will depend upon how much the stock price
has increased over the exercise price on the date the option is exercised.
<PAGE>
OPTION EXERCISES AND FISCAL YEAR-END HOLDINGS. The following table
provides information, with respect to the named executive officers, concerning
the number and value of unexercised options held as of December 31, 1994. No
options were exercised during 1994 by the named executive officers.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs At Options/SARs
FY-End (#) At FY-End ($)(b)
--------------------- --------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John C. Couch 293,800 (a) 70,000 21,756 0
C. Bradley Mulholland 186,000 40,000 0 0
W. Allen Doane 45,000 25,000 0 0
David G. Koncelik 0 12,000 0 0
Glenn R. Rogers 89,000 25,000 0 0
</TABLE>
(a)Of this number, an option representing 56,317 shares was granted with tandem
stock appreciation rights ("SARs") entitling the option holder, subject to
the approval of the Compensation and Stock Option Committee, to surrender
the portion of the option having tandem SARs for a distribution, in cash or
in shares of A&B common stock, equal to the difference between (i) the fair
market value of the shares at the time the option is exercised and (ii) the
aggregate option price payable for such shares.
(b)Based on closing market price of A&B common stock on December 31, 1994 minus
the exercise price.
LONG-TERM INCENTIVE PLANS. The following table provides information, with
respect to the named executive officers, concerning threshold, target and
maximum award levels determined in 1994 under A&B's Three-Year Performance
Improvement Incentive Plan ("Three-Year Plan") for the three-year performance
cycle beginning 1995 and ending 1997. Under the Three-Year Plan, neither
shares, units nor other quantifiable rights are awarded to participants at the
outset of the three-year cycle. Instead, at the beginning of the plan cycle,
the Compensation and Stock Option Committee ("Committee"), with the advice and
recommendations of management, identifies the participants for the Three-Year
Plan and formulates the performance goals to be achieved for the plan cycle.
Goals are established for A&B as a whole, for each operating unit, and for each
individual participant. At the end of each plan cycle, results are compared
with goals, and awards are made accordingly. Aggregate awards for all
participants under the Three-Year Plan generally are limited by minimum pre-tax
income levels for A&B set by the Committee in advance of each plan cycle, and if
such minimum levels are not reached, the award of each participant is reduced
proportionately. Participants may elect to receive awards earned under the
Three-Year Plan entirely in cash or up to 50 percent in shares of A&B stock and
the remainder in cash. The shares of A&B stock are subject to the A&B
Restricted Stock Bonus Plan, which provides that if the named executive officer
leaves A&B's employ (for any reason other than retirement, death or disability)
within three years after the award, the shares are subject to repurchase by A&B
at the lesser of their fair market value at the time of repurchase or the amount
of the award originally applied to their purchase. A participant who elects to
take stock may be awarded, in the Committee's discretion, additional shares of
common stock under the Restricted Stock Bonus Plan, valued at up to 50 percent
of the amount of the award the participant has elected to take in stock. Cash
payments made under the Three-Year Plan are reported in the "Summary
Compensation Table" above for the year of payout, under column (h).
<TABLE>
<CAPTION>
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
Estimated Future Payouts Under
Performance or Other Non-Stock Price-Based Plans (2)
Period Until Matura- ----------------------------------------
Name tion or Payout (1) Threshold ($) Target ($) Maximum ($)
---- -------------------- ------------- ---------- -----------
<S> <C> <C> <C> <C>
John C. Couch December 31, 1997 147,000 294,000 588,000
C. Bradley Mulholland December 31, 1997 87,282 174,563 349,126
W. Allen Doane December 31, 1997 47,749 95,498 190,996
David G. Koncelik December 31, 1997 52,500 105,000 210,000
Glenn R. Rogers December 31, 1997 42,000 84,000 168,000
</TABLE>
(1) Performance period beginning January 1, 1995 and ending December 31, 1997.
(2) In addition to the amounts shown, if the executive officers elect to
receive any portion of their awards, up to a maximum of 50 percent, in
restricted shares of A&B common stock, the Compensation and Stock Option
Committee may, in its sole discretion, award additional restricted shares
of A&B common stock valued at up to 50 percent of the amount of the awards
elected to be taken in stock. See footnote (7) of the "Summary Compensa-
tion Table" above for additional information.
RETIREMENT PLAN. The A&B Retirement Plan for Salaried Employees, a
non-contributory defined benefit pension plan, provides retirement benefits to
A&B's salaried employees who are not subject to collective bargaining
agreements. The table below shows estimated monthly retirement benefits to
covered participants at normal retirement age (age 65) under this plan,
including amounts payable under A&B's Excess Benefits Plan, pursuant to which
executives chosen by the Committee will receive additional credits and payments
equal to the difference between the maximum benefit permitted under federal tax
laws and the benefit the executives otherwise would receive under A&B plans.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Service
----------------
Remuneration 15 20 25 30 35
------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 2,761 $ 3,681 $ 4,602 $ 5,062 $ 5,522
150,000 3,339 4,452 5,565 6,122 6,678
175,000 3,917 5,223 6,529 7,182 7,835
200,000 4,495 5,994 7,492 8,241 8,990
250,000 5,652 7,536 9,419 10,361 11,303
300,000 6,808 9,077 11,347 12,482 13,616
400,000 9,120 12,161 15,201 16,721 18,241
500,000 11,433 15,244 19,055 20,960 22,866
600,000 13,745 18,327 22,909 25,200 27,491
700,000 16,058 21,411 26,763 29,439 32,116
800,000 18,370 24,494 30,617 33,679 36,740
900,000 20,683 27,577 34,472 37,919 41,366
1,000,000 22,995 30,661 38,326 42,159 45,991
</TABLE>
Retirement benefits are based on participants' average monthly compensation
in the 5 highest consecutive years of their final 10 years of service.
Compensation includes base salary, overtime pay, certain commissions and fees,
shift differentials and one-year bonuses. Credited years of service as of
March 1, 1995 for the persons named in the cash compensation table are:
Mr. Couch - 18.5, Mr. Mulholland - 29.6, Mr. Doane - 3.9, Mr. Koncelik - 6.3,
and Mr. Rogers - 19.6. The amounts are based on an ordinary straight life
annuity payable at normal retirement age, and do not give effect to social
security offsets.
SEVERANCE AGREEMENTS. A&B has entered into severance agreements (the
"Severance Agreements") with Messrs. Couch, Mulholland, Doane and Rogers in
order to encourage their continued employment with A&B and Matson by providing
them with greater security in the event of termination of their employment
following a change in control of A&B. A&B also has entered into Severance
Agreements with eight other employees, including five other executive officers.
Each Severance Agreement has an initial two-year term and is automatically ex
tended at the end of each term for a successive one-year period unless termi
nated by A&B. The Severance Agreements provide for certain severance benefits
if the executive's employment is terminated by A&B without "cause" or by the
executive for "good reason" following a "change in control" of A&B (as those
terms are defined in the Severance Agreements). Upon such termination of employ
ment, the executive will be entitled to receive a lump sum severance payment
equal to two times the sum of the executive's base salary plus certain awards
and amounts under various A&B incentive and deferred compensation plans, and an
amount equal to the spread between the exercise price of outstanding options
held by the executive and the higher of the then current market price of A&B
common stock or the highest price paid in connection with a change in control of
A&B. In addition, A&B will maintain all (or provide similar) employee benefit
plans for the executive's continued benefit for a period of two years after
termination. Each Severance Agreement provides for a tax gross-up payment to
offset any excise taxes that may become payable by an executive by reason of
Sections 280G and 4999 of the Internal Revenue Code if the executive's
employment is terminated without cause or for good reason following a change in
control of A&B.
COMPENSATION AND STOCK OPTION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Stock Option Committee ("Committee") of the Board of
Directors directs the management of A&B's executive compensation program. The
Committee is composed entirely of independent, non-employee Board members, and
is assisted by an international management consultant firm that advises the
Committee on compensation matters.
Compensation Philosophy
The Committee has implemented an executive compensation philosophy,
approved by the Board, that seeks to relate executive compensation to corporate
performance, individual performance and creation of shareholder value. This
philosophy is achieved through a performance-based compensation system pursuant
to which a substantial portion of executive officers' compensation is based on
the short-term and long-term results achieved for A&B and A&B shareholders and
on the executive officers' individual performances. For 1994, approximately 65%
of the compensation of named executive officers in the above Summary
Compensation Table was in the form of non-salary, performance-based
compensation.
Consistent with this compensation philosophy, and to enhance the linkage
between the financial interests of executive officers and those of A&B
shareholders, the Board of Directors in 1994 approved stock ownership guidelines
that recommend specified minimum levels of ownership of A&B stock to be met by
executive officers within the next five years. These recommended minimum levels
range from ownership of A&B stock with a value of one times base salary to, in
the case of the Chief Executive Officer, ownership of A&B stock with a value of
five times base salary.
An objective of the executive compensation philosophy is to enable
executive officers to receive above-average compensation, compared with
compensation of executive officers with comparable job responsibilities at other
companies, in order that A&B be able to attract, retain and motivate executive
officers. Achievement of above-average compensation is tied to corporate and
individual results and the performance of A&B stock, so there is no assurance
that this level of compensation will be achieved.
Comparative data is provided by the Committee's independent compensation
consultant and is based on national compensation survey data from nearly 500
industrial companies, controlled for size and complexity. This survey data
includes none of the three companies (other than A&B) included in the Dow Jones
Marine Transportation Index used in the Shareholder Return Performance Graph
which appears in this Proxy Statement. A&B competes for executive talent across
a broad group of industries, so survey data based on a broad group of industrial
companies is more appropriate than survey data based on just the companies in
the Dow Jones Marine Transportation Index.
Consistent with the foregoing compensation objectives, the Committee will
not necessarily limit executive compensation to that amount deductible by A&B
under Section 162(m) of the Internal Revenue Code of 1986, as amended. The
Committee nevertheless will consider the deductibility of executive compensation
as one factor in its consideration of compensation matters, and will consider
reasonable steps and alternatives to preserve the deductibility of compensation
payments.
In accordance with the Committee's executive compensation philosophy, the
major components of compensation under A&B's executive compensation program
consist of: (i) base salary, (ii) annual incentive compensation pursuant to the
One-Year Performance Improvement Incentive Plan ("One-Year Plan"), and
(iii) long-term incentive compensation pursuant to the Three-Year Performance
Improvement Incentive Plan ("Three-Year Plan") and the 1989 Stock Option/Stock
Incentive Plan.
Base Salary
Adjustments to base salary, if any, are considered annually by the
Committee. The Committee reviews the salary adjustments for the executive
officers (other than the Chief Executive Officer) with the Chief Executive
Officer and the senior human resources executive. In making a salary
adjustment, the Committee considers the executive officer's performance in the
past year, the previously-described survey data provided by its independent
compensation consultant pertaining to the salary level necessary for A&B to pay
competitively, and projected salary increases in the coming years for executive
officers in the diversified group of companies selected by its independent
compensation consultant, but does not consider any specific corporate
performance factor. For 1994, the base salaries of the Chief Executive Officer
and executive officers as a group were set to correspond to a range between the
average and the 75th percentile of salaries in such diversified group.
Annual Incentives
The One-Year Plan provides performance-based incentives to eligible
executive officers and other key employees who contribute materially to the
financial success of A&B. In determining the size of an incentive award to an
executive officer, the Committee considers both corporate performance and
individual performance (the latter includes the performance of the business unit
for which the executive officer is responsible) in the past year. Corporate
performance counts toward 10%-60% of the incentive awards, depending upon the
executive officer's corporate responsibilities. For incentive awards granted
for the 1994 plan cycle, the corporate performance factors, and their relative
weights, were as follows: corporate profit before income tax (60%), corporate
cash flow from operations (20%) and return on total capital (20%). The relevant
corporate performance factors and their relative weights are determined annually
by the Committee, and therefore are subject to change for future plan cycles.
At the beginning of each one-year plan cycle, the goals for these corporate
performance factors, as well as the goals for the specific business units for
which the executive officers are responsible and the goals for the individuals
themselves, are identified, and threshold, target and maximum award levels are
assigned. At the end of each plan cycle, the amounts of the incentive awards,
if any, are determined by comparing results with the performance goals.
Aggregate awards under the One-Year Plan are limited by minimum levels of
performance for each of the corporate performance measures set by the Committee
in advance of each plan cycle, with consideration given to the effects of
changes in accounting rules or other extraordinary events.
Long-Term Incentives
The Three-Year Plan is structured like the One-Year Plan, but provides
performance-based incentives to eligible executive officers and other key
employees who contribute materially to the financial success of A&B on the basis
of corporate performance and individual performance over a three-year
performance cycle. Corporate performance counts toward 10%-100% of the
incentive awards, depending upon the executive officer's corporate
responsibilities. For incentive awards granted for the 1992-1994 plan cycle,
the specific corporate performance factors, and their relative weights, were as
follows: corporate profit before income tax (75%) and corporate cash flow from
operations (25%). As with the One-Year Plan, the relevant corporate performance
factors and their relative weights are determined annually by the Committee, and
therefore are subject to change for future plan cycles. In addition, as with
the One-Year Plan, the specific business unit performance factors used in
assessing individual performance, and their relative weights, vary by business
unit and job position. These business unit performance factors include, but are
not limited to, profit before income tax, cash flow from operations, revenue,
cost reduction, cost of crops, and schedule integrity.
Stock option grants under the 1989 Stock Option/Stock Incentive Plan are
considered annually by the Committee. Stock option grants are viewed as a
desirable long-term compensation method because they link directly the financial
interests of executive officers with those of shareholders. Stock options are
granted in the discretion of the Committee. In determining the size of a stock
option award to an executive officer, the Committee considers the role of the
executive officer and corporate performance and individual performance in the
past year, without assigning specific weight to any particular factor. In
determining the size of stock option awards, the Committee does not consider
amounts of stock options outstanding, but does consider the size of previously-
granted stock options and the aggregate size of current awards.
Chief Executive Officer Compensation
In 1994, the Committee approved a base salary increase for the Chief
Executive Officer based on the Chief Executive Officer's performance in the past
year and the salaries of other executive officers with comparable job
responsibilities in the diversified group of companies selected by its
independent compensation consultant. In this regard, the Committee's objective
was to maintain a competitive base salary, which was set to correspond to a
level between the average and the 75th percentile of base salaries in the
selected diversified group of companies. Mr. Couch's award under the One-Year
Plan for 1994 was above target, reflecting above target corporate profit before
income tax and return on total capital, and below target corporate cash flow
from operations. Mr. Couch's award under the Three-Year Plan for the 1992-1994
performance cycle was below target, reflecting below target corporate profit
before income tax and corporate cash flow from operations over the three-year
period. Mr. Couch also received a stock option grant totaling 70,000 shares in
1994. That grant was based on an overall review of corporate performance in
1993, without focus on any specific corporate performance measure, and an
assessment of Mr. Couch's past and expected contributions.
The foregoing report is submitted by Mr. Stockholm (Chairman), and
Messrs. King and Reed.
SHAREHOLDER RETURN PERFORMANCE GRAPH
As in prior years, set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder return on A&B's common
stock against the cumulative total return of the S&P Composite - 500 Stock Index
and the Dow Jones Marine Transportation Index. The Dow Jones Marine
Transportation index is a published index consisting of four companies,
including A&B. This year, the Company has chosen also to include the Dow Jones
Real Estate Investment Index in the comparison.
<TABLE>
<CAPTION>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN *
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Alexander & Baldwin, Inc. 100 61 81 73 82 71
S&P Composite - 500 100 97 126 136 150 152
DJ Marine Transportation 100 64 90 79 102 93
DJ Real Estate Investment 100 66 74 67 78 74
</TABLE>
*$100 INVESTED ON DECEMBER 31, 1989 IN ALEXANDER & BALDWIN, INC. COMMON STOCK,
THE S&P 500 STOCK INDEX, THE DJ MARINE TRANSPORTATION INDEX AND THE DJ REAL
ESTATE INVESTMENT INDEX. TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS.
FISCAL YEARS ENDING DECEMBER 31.
ELECTION OF INDEPENDENT AUDITORS
The Board of Directors has nominated Deloitte & Touche LLP for election as
auditors of A&B for the ensuing year. Deloitte & Touche LLP and its
predecessors have served A&B as such since 1957. Representatives of Deloitte &
Touche LLP are expected to be present at the Annual Meeting, where they will
have the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions from shareholders.
OTHER BUSINESS
The Board of Directors of A&B knows of no other business to be presented
for shareholder action at the Annual Meeting. However, should matters other
than those set forth in this proxy statement properly come before the Annual
Meeting, the proxyholders named in the accompanying proxy will vote upon them in
accordance with their best judgment.
SHAREHOLDER PROPOSALS FOR 1996
Proposals of shareholders intended to be presented at the 1996 Annual
Meeting of A&B must be received at the headquarters of A&B on or before
November 7, 1995 in order to be considered for inclusion in the 1996 proxy
statement and proxy.
By Order of the Board of Directors
/s/Michael J. Marks
Vice President, General
Counsel and Secretary
March 6, 1995
<PAGE>
[FORM OF PROXY - Electronic form of proxy format differs slightly
from paper copy.]
A&B
ALEXANDER & BALDWIN, INC.
822 Bishop Street, Honolulu, Hawaii 96813
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, APRIL 27, 1995
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. C. Couch, W. A. Dods, Jr., and A. C.
Waterhouse, and each of them, proxies with full power of substitution, to vote
the shares of stock of Alexander & Baldwin, Inc., which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Corporation to be
held on Thursday, April 27, l995, and any adjournments thereof, on the matters
set forth in the Notice of Meeting and Proxy Statement, as follows:
(continued and to be signed on reverse side)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2 BELOW.
Please mark votes this way
X
___________
COMMON
1. ELECTION OF DIRECTORS (Check one box only):
/_/ FOR all nominees listed to the right: /_/ WITHOUT AUTHORITY
to vote for all nominees
listed to the right:
M. J. Chun, J. C. Couch, L. E. Denlea, Jr., W. A. Dods, Jr., C. G. King,
C. R. McKissick, C. B. Mulholland, R. G. Reed III, M. G. Shaw, C. M.
Stockholm.
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, CHECK THE "FOR ALL
NOMINEES" BOX TO THE LEFT AND WRITE THE NAME OF THE NOMINEE FOR WHOM YOU WISH
TO WITHHOLD AUTHORITY IN THE SPACE PROVIDED BELOW.)
_____________________________________________________________________________
2. PROPOSAL TO ELECT DELOITTE & TOUCHE LLP as the auditors of the
Corporation:
/_/ FOR /_/ AGAINST /_/ ABSTAIN
3. In their discretion on such other matters as may properly come before
the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1
AND 2 AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
DATED: ________________________________________________, 1995
PLEASE SIGN EXACTLY AS NAME(S) APPEARS AT LEFT:
_____________________________________________________________
Signature
_____________________________________________________________
Signature
IMPORTANT: WHEN STOCK IS IN TWO OR MORE NAMES, ALL MUST SIGN. WHEN SIGNING AS
EXECUTOR, TRUSTEE, GUARDIAN OR OFFICER OF A CORPORATION, GIVE TITLE AS SUCH.
PLEASE MARK, DATE, SIGN, AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED
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