SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
Alexander & Baldwin, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
014482103
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(CUSIP Number of Class of Securities)
* 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 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 page(s))
CUSIP No. 014482103 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(5) SOLE VOTING POWER
: (Discretionary Shares)
NUMBER OF SHARES BENEFICIALLY : 3,999,500 shares (8.9%)
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) NO VOTING POWER
(Clients Vote Shares)
2,791,900 Shares
: (Includes shares owned by
Longleaf Partners Fund)
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:(7) SOLE DISPOSITIVE POWER
: (Discretionary Shares)
: 4,196,900 shares (9.4%)
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:(8) NO DISPOSITIVE POWER
(Clients Determine)
2,594,500 shares (Includes
shares owned by Longleaf
Partners Fund)
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(All Discretionary Shares With Voting Power)
3,999,500 shares
(All Discretionary Shares With Dispositive Power)
4,196,900 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES /x/
Non-Discretionary Shares and Investment Company Shares -
See items 3 and 4 of text
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9% (All Discretionary Shares With Voting Power)
9.4% (All Discretionary Shares With Dispositive Power)
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 014482103 13G
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(1) NAMES OF REPORTING PERSONS
Longleaf Partners Fund I.D. No. 63-6147721
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts business trust
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:(5) SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY 1,565,000 shares
OWNED BY EACH REPORTING PERSON
WITH --------------------------------
:(6) SHARED VOTING POWER
: None
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:(7) SOLE DISPOSITIVE POWER
: 1,565,000 shares
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,565,000 shares
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.5%
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(12) TYPE OF REPORTING PERSON
IV
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CUSIP No. 014482103 13G
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(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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(12) TYPE OF REPORTING PERSON
IN
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Item 1.
(a). Name of Issuer: Alexander & Baldwin, Inc. ("Issuer")
(b). Address of Issuer's Principal Executive Offices:
822 Bishop Street
Honolulu, HI 96813
Item 2.
(a) and (b). Names and Principal Business Addresses of Persons
Filing:
(1). Southeastern Asset Management, Inc.
6410 Poplar Avenue; Suite 900
Memphis, TN 38119
(2). Longleaf Partners Fund
6410 Poplar Avenue; Suite 900
Memphis, TN 38119
(3). Mr. O. Mason Hawkins
Chairman of the Board and C.E.O.
Southeastern Asset Management, Inc.
6410 Poplar Avenue; Suite 900
Memphis, TN 38119
(c). Citizenship:
Southeastern Asset Management, Inc. - A Tennessee
corporation
Longleaf Partners Fund - a series of Longleaf Partners
Funds Trust, a Massachusetts business trust
Mr. O. Mason Hawkins - U.S. Citizen
(d). Title of Class of Securities: Common Stock (the
"Securities").
(e). Cusip Number: 014482103
Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or
13d-2 (b), check whether the person filing is a:
(d). Investment Company registered under Sec. 8 of the
Investment Company Act- Longleaf Partners Fund, a
series of Longleaf Partners Funds Trust, a Massachusetts
business trust
(e). Investment Advisor registered under Section 203 of the
Investment Advisers Act of 1940 - Southeastern Asset
Management, Inc.
The Securities covered by this report are owned legally
by the investment advisory clients of Southeastern Asset
Management, Inc. and by Longleaf Partners Fund; none are
legally owned directly or indirectly by Southeastern
Asset Management, Inc. and none are physically held by
or registered in the name of Southeastern Asset
Management, Inc. As permitted by Rule 13d-4, the filing
of this statement shall not be construed as an admission
that Southeastern Asset Management, Inc. is the
beneficial owner of any of the securities covered by this
statement.
(g). Parent Holding Company. This statement is also being
filed by Mr. O. Mason Hawkins, Chairman of the Board and
C.E.O. of Southeastern Asset Management, Inc. in the
event he could be deemed to be a controlling person of
that firm as the result of his official positions with or
ownership of its voting securities. The existence of such
control is expressly disclaimed. Mr. Hawkins does not
legally own directly or indirectly any securities covered
by this statement for his own account. As permitted by
Rule 13d-4, the filing of this statement shall not be
construed as an admission that Mr. Hawkins is the
beneficial owner of any of the securities covered by this
statement.
Item 4. Ownership:
(a). Amount Beneficially Owned: (At December 31, 1998)
(1). Discretionary Shares - Southeastern Asset
Management, Inc.
Sole Voting Power - 3,999,500 shares
Sole Dispositive Power - 4,196,900 shares
(2). Longleaf Partners Fund - 1,565,000 shares
(b). Percent of Class:
(1). Discretionary Shares - Southeastern Asset
Management, Inc.
Sole Voting Power - 8.9%
Sole Dispositive Power - 9.4%
(2). Longleaf Partners Fund - 3.5%
Above percentages based on 44,710,740 shares of Common
Stock outstanding.
(c). Number of shares as to which such person has:
(i). sole power to vote or to direct the vote:
(1). Southeastern Asset Management, Inc.
Discretionary Shares - 3,999,500 shares (8.9%)
(2). Longleaf Partners Fund -
1,565,000 shares (3.5%)
(ii). No power to vote or to direct the vote:
Southeastern Asset Management, Inc. -
Non-Discretionary Shares for which beneficial
ownership is expressly disclaimed -
2,791,900 shares
(iii). sole power to dispose or to direct the disposition
of:
(1). Southeastern Asset Management, Inc.
Discretionary Shares
4,196,900 shares (9.4%)
(2). Longleaf Partners Fund -
1,565,000 shares (3.5%)
(iv). No power to dispose or to direct the disposition
of:
Southeastern Asset Management, Inc. -
Non-Discretionary Shares for which beneficial
ownership is expressly disclaimed -
2,594,500 shares
Item 5. Ownership of Five Percent or Less of a Class: N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another
Person: N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company: N/A
Item 8. Identification and Classification of Members of the Group:
N/A Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification: By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were not
acquired for the purpose and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.
Dated: February 10, 1999
Southeastern Asset Longleaf Partners Fund
Management, Inc.
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
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Charles D. Reaves Charles D. Reaves
Vice President and Executive Vice President
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 10th day of February, 1999.
Southeastern Asset Longleaf Partners Fund
Management, Inc.
By /s/ Charles D. Reaves By /s/ Charles D. Reaves
- ------------------------------ ------------------------------
Charles D. Reaves Charles D. Reaves
Vice President and Executive Vice President
General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
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