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: RICHARD HARTLEY 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: 34,211
6. Shared voting power: 279,143
7. Sole dispositive power: 34,211
8. Shared dispositive power: 277,785
9. Aggregate amount beneficially owned by each reporting person: 313,354
(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: 17.44
(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: RICHARD HARTLEY CAMERON
Item 2(b) Address of Principal Business Office or Residence:
P. O. BOX 190, PUKALANI, HAWAII 96788
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: 313,354
(b) Percent of class: 17.4%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 34,211
(ii) Shared power to vote or to direct the vote: 279,143
(iii) Sole power to dispose or to direct the disposition of:
34,211
(iv) Shared power to dispose or to direct the disposition
of: 277,785
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/ RICHARD HARTLEY CAMERON
Signature:___________________________________
1/11/96
Date:_____________________________
Name/Title: RICHARD HARTLEY CAMERON
Page 5 of 5
<PAGE>
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
<PAGE>
(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<PAGE>
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
