SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Maui Land & Pineapple Company, Inc.
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(NAME OF ISSUER)
COMMON STOCK, NO PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
577345-10-1
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(CUSIP Number of Class of Securities)
Richard H. Cameron
P. O. Box 187
Kahului, HI 96732
(808) 877-3351
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(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
June 25, 1999
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and if filing this schedule because of Rule 13d-
1(e)(f) or (g), check the following box. / /
<PAGE>
1. NAME OF REPORTING PERSON
Richard H. Cameron
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) /X/ (B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00- (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(D) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-256,956-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-912,156-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-256,956-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-906,700-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-1,169,112-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3%
14. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
Claire Cameron Sanford
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) /X/ (B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00- (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(D) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-163,861-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-904,300-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-0-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-904,300-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-1,068,161-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
14. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
Jared Baldwin Hoapili Sanford
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) /X/ (B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00- (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(D) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-173,240-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-423,756-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-173,240-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-423,756-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-596,996-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
Douglas B. Cameron
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) /X/ (B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00- (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(D) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-266,261-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-423,756-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-266,261-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-423,756-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-690,017-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
Allan G. Sanford Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) /X/ (B) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS
00- (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS PURSUANT TO
ITEMS 2(D) OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE VOTING POWER
-156,116-
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED VOTING POWER
-156,116-
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SOLE DISPOSITIVE POWER
-156,116-
10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH SHARED DISPOSITIVE POWER
-156,116-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-156,116-
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14. TYPE OF REPORTING PERSON
00
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<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to
the shares of common stock, no par value ("Common Stock"), of Maui
Land & Pineapple Company, Inc., a Hawaii corporation (the
"Issuer"). The address of the Issuer's principal executive office
is 120 Kane Street, Kahului, Hawaii 96732.
Item 2. Identity and Background
a. This Schedule is filed on behalf of Richard H. Cameron, Claire
C. Cameron, Jared B.H. Sanford, Douglas B. Cameron and Mary C.
Sanford as Trustee of the Allan G. Sanford Trust (collectively,
"The Cameron Family Group").
b. The business address of each of the persons identified in
Item 1(a) is c/o Maui Land & Pineapple Company, Inc., 120 Kane
Street, Kahului, Hawaii 96732.
c. The principal occupation of Richard H. Cameron is
publisher of Maui Publishing Company, Ltd. Mr. Cameron has also
been a director of the Issuer since 1984. The principal
occupation of Claire C. Sanford is co-owner of Top Dog Studio, a
jewelry and metal sculpture business. Ms. Sanford has also been a
director of the Issuer since March of 1999. The principal
occupation of Jared B.H. Sanford is graduate student. The
principal occupation of Douglas B. Cameron is community volunteer.
Mary C. Sanford is retired and serves as a director emeritus of
the Issuer.
d. During the past five years, neither Richard H. Cameron,
Claire C. Cameron, Jared B.H. Sanford, Douglas B. Cameron, Mary C.
Sanford nor the Trust have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
e. During the past five years, neither Richard H. Cameron,
Claire C. Cameron, Jared B.H. Sanford, Douglas B. Cameron, Mary C.
Sanford nor the Trust have been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or a finding of any violation with respect to such laws.
f. Richard H. Cameron, Claire C. Cameron, Jared B. H.
Sanford, Douglas B. Cameron and Mary C. Sanford are citizens of
the United States.
Item 3. Source and Amount of Funds or Other Consideration
This Schedule 13D is being filed to report that the members of
the Cameron Family Group have entered into the Right of First
Refusal Agreement described more fully in Item 6 hereof and does
not relate to any acquisition of the Common Stock of the Issuer.
Item 4. Purpose of Transaction
The members of the Cameron Family Group acquired the Common
Stock of the Issuer reported herein for investment purposes. This
Schedule 13D is being filed to report that the members of the
Cameron Family Group have entered into the Right of First Refusal
Agreement described more fully in Item 6 hereof and does not
relate to any transaction by the members of the Cameron Family
Group in the Common Stock of the Issuer.
Apart from the foregoing, none of the members of the Cameron
Family Group currently have any plans or proposals which relate to
or would result in: (a) the acquisition by any person of
additional securities of the Issuer or the disposition of
securities of the Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board of Directors
or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present
capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer's business or corporate structure;
(g) changes in the Issuer's articles of incorporation,
constitution, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer
by any person; (h) causing a class of securities of the Issuer to
be deleted from a national securities exchange or to cease to be
authorized or quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.
In the future, members of the Cameron Family Group may
determine to purchase additional shares of the Issuer's Common
Stock (or other securities of the Issuer) or the members of the
Cameron Family Group may determine to sell shares of the Issuer's
Common Stock. Any such determination will depend on a number of
factors, including market prices, the Issuer's prospects and
alternative investments.
Item 5. Interest in Securities of the Issuer
(a) The Cameron Family Group (the "Group") consists of
Claire C. Sanford, Jared B. H. Sanford, Richard H. Cameron,
Douglas B. Cameron and Mary C. Sanford as Trustee of the Allan G.
Sanford Trust. Section A identifies shares of Common Stock of the
Issuer owned individually by each member of the Group. Section B
identifies shares owned by Mary C. Sanford in her individual
capacity or 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
herein of such entities does not mean or imply that such entities
themselves constitute Group members.
The total number of shares beneficially owned by members
of the Group, including shares held by the persons and entities
listed in Part B, is 2,527,870 shares, or 35.1% of the Issuer's
outstanding common stock.
A. GROUP MEMBERS Shares Held
The following individuals hold sole voting and dispositive power
with respect to shares listed below, except as indicated below.
Claire C. Sanford 163,861
(daughter of Mary C. Sanford)
Jared B. H. Sanford 173,240
(son of Mary C. Sanford)
Richard H. Cameron(1)(2) 257,612
(a) Jyl D. S. Cameron 2,000
(wife; not a Cameron Family Group member)(Note B)
(b) Jyl D. S. Cameron as Custodian 400
for Summer Cameron (daughter) (Note B)
(c) Richard H. Cameron as Custodian 1,600
for Summer Cameron (daughter)
(d) Richard H. Cameron as Custodian 1,600
for Julia Cameron (daughter)
(e) Richard H. Cameron as Custodian 1,600
for Mara Cameron (daughter)
Douglas B. Cameron 266,261
Allan G. Sanford Trust 156,116
Trustee is Mary C. Sanford.
Trust beneficiaries are Claire C. Sanford,
and Jared B. H. Sanford.
B. RELATED PERSONS AND ENTITIES Shares Held
The following persons or entities are record holders of the shares
listed
below but are not parties to the Right of First Refusal Agreement
described more fully in Item 6 below and therefore are not deemed
part of the Cameron Family Group for purposes of this filing.
Mary C. Sanford (including shares 599,280
held as Trustee of the Mary C.
Sanford Trust and excluding
shares held as Trustee of the
Allan G. Sanford Trust)
J. Walter Cameron Trust 81,440
Mary C. Sanford, Claire C. Sanford,
Richard H. Cameron and Pacific Century
Trust are 4 of 5 trustees.
Mary C. Sanford, Richard H. Cameron and
Douglas B. Cameron are 3 of 5
beneficiaries.
Cameron Family Partnership 399,104
A limited partnership of which Mary C.
Sanford, Claire C. Sanford and Richard H.
Cameron are 3 of 4 general partners.
Maui Publishing Company, Ltd. 423,756
Mary C. Sanford, Claire C. Sanford, Jared
B. Sanford, Richard H. Cameron and Douglas
B. Cameron (5) 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.
(1) The amount listed for Richard H. Cameron
includes 5,456 shares allocated to his account
in the Maui Land & Pineapple Company, Inc.
Employee Stock ownership Plan (the "ESOP"),
which holds 523,288 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.
(2) Richard H. Cameron may be deemed to share
voting and dispositive power with respect to
the shares held by Jyl D. S. Cameron.
c. None of the members of the Cameron Family Group has
effected any transactions in the Issuer's Common Stock within the
past 60 days.
d. Except as set forth above, no person or entity other than
the member of the Cameron Family Group has the right to receive or
the power to direct the receipt of, dividends from, or the
proceeds from the sale of the shares of the Issuer's Common Stock
beneficially owned by the members of the Cameron Family Group.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Richard H. Cameron, Claire C. Sanford, Jared B.H. Sanford,
Douglas B. Cameron and Mary C. Sanford as Trustee of the Allan G.
Sanford Trust (collectively, the "Cameron Family Group") entered
into a Right of First Refusal Agreement with Stephen M. Case on
June 25, 1999. Pursuant to this agreement, shares of Common Stock
of the Issuer which are owned and hereafter acquired by the
Cameron Family Group, which now totals 1,011,624 shares, will be
subject to a right of first refusal by Stephen M. Case in certain
instances. An equal number of shares of Common Stock hereafter
acquired by Stephen M. Case will be subject to a right of first
refusal by the Cameron Family Group in certain instances.
The agreement provides that before selling any shares to a
third party in a privately negotiated transaction or through the
open market, the person desiring to sell the shares shall first
offer to sell the shares to the other party at the price and upon
the terms offered by the third party or, in the case of an open
market sale, at a price equal to the volume-weighted average sales
price of the Corporation's common stock over the preceding 180
days.
The Cameron Family Group entered into the Right of First
Refusal Agreement in order to accommodate the request made by
Stephen M. Case for a mutual right of first refusal in connection
with Mr. Case's proposal to acquire 2,962,036 shares of the Common
Stock of the Issuer owned by the Harry Weinberg Family Foundation,
Inc. and certain related parties, which shares constitute
approximately 41.2% of the outstanding Common Stock of the Issuer.
The agreement does not grant either party any voting or investment
power over the other party's shares. Each party retains all
voting rights and rights to distributions and dividends as to all
of the shares that they own respectively, unless and until the
shares are tendered and sold to the other party pursuant to the
agreement. Each party retains full beneficial ownership of his or
her shares and no beneficial ownership rights are being
transferred or granted to the other party.
As of the date of this Schedule, no member of the Cameron
Family Group is a party to any other contract, arrangement,
understanding or relationship with any person with respect to any
securities of the Issuer, including but not limited to transfer or
voting of any of the Common Stock, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, the giving or withholding of proxies,
or otherwise subject to a contingency the occurrence of which
would give another person voting or investment power over the
Common Stock.
Item 7. Material to be Filed as Exhibits
Right of First Refusal Agreement dated June 25, 1999 between
Richard H. Cameron, Claire C. Sanford, Jared B. H. Sanford,
Douglas B. Sanford and Mary C. Sanford as Trustee of the Allan G.
Sanford Trust and Stephen M. Case.
<PAGE>
EXHIBIT INDEX
Exhibit 1
Right of First Refusal Agreement dated June 25, 1999
between Richard H. Cameron, Claire C. Sanford, Jared B.
H. Sanford and Mary C. Sanford as Trustee of the Allan
G. Sanford Trust and Stephen M. Case.
<PAGE>
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.
July 6,1999
(Date)
/S/ RICHARD H.CAMERON
(Signature)
Richard H.Cameron
(Name)
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.
July 6,1999
(Date)
/S/ CLAIRE CAMERON SANFORD
(Signature)
Claire Cameron Sanford
(Name)
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.
July 6,1999
(Date)
/S/ JARED B. H.SANFORD
(Signature)
Jared Baldwin Hoapili Sanford
(Name)
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.
July 6TH,1999
(Date)
/S/ DOUGLAS B.CAMERON
(Signature)
Douglas B. Cameron
(Name)
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.
July 6, 1999
(Date)
Allan G.Sanford Trust
--------------------------
(Name of Trust)
/S/ MARY C.SANFORD
--------------------------
(Signature)
Mary C.Sanford
--------------------------
(Name)
Trustee
--------------------------
(Title)
<PAGE>
EXHBIBIT 1
RIGHT OF FIRST REFUSAL AGREEMENT
THIS AGREEMENT is made this 25th day of June, 1999, between
Richard H. Cameron, Claire C. Sanford, Jared B. H. Sanford,
Douglas B. Cameron, and Mary C. Sanford, as Trustee of the Allan
G. Sanford Trust (collectively, the "Cameron Family
Stockholders"), and Stephen M. Case.
R E C I T A L S:
A. The Cameron Family Stockholders own certain shares of
common stock of Maui Land & Pineapple Company, Inc., a Hawaii
corporation (the "Corporation"), as set forth in Exhibit A
attached hereto.
B. Stephen M. Case ("SMC") intends to make an offer to
purchase all or a substantial portion of the shares of common
stock of the Corporation owned by the Harry Weinberg Family
Foundation, Inc. ("HWFF"), which represents approximately 37% of
the common stock of the Corporation.
C. SMC has requested that the Cameron Family Stockholders
enter into this Agreement, providing for a mutual right of first
refusal as to the shares of the Corporation's common stock now
owned or hereafter acquired by the Cameron Family Stockholders and
an equal number of the shares of the Corporation's common stock
hereafter acquired by SMC (the "Shares").
D. The Cameron Family Stockholders and SMC are willing to
grant each other a right of first refusal as to an equal number of
their respective shareholdings on the terms set forth below.
NOW, THEREFORE, the Cameron Family Stockholders and SMC
(collectively, the "Stockholders") agree as follows:
ARTICLE I
RESTRICTIONS ON STOCK
1.1 Transfer Restrictions. No Stockholder shall sell,
assign, encumber, pledge, transfer or otherwise dispose of any of
the Shares now owned or hereafter acquired by the Stockholder
without first complying with the provisions of this Agreement.
Any transfer or purported transfer in contravention of this
Agreement shall be null and void. The purported transferee shall
have no rights or standing as a stockholder of the Corporation and
shall not be entitled to receive a new stock certificate or any
dividends or other distributions on or with respect to the Shares.
1.2 Legend. Within ten (10) days after the receipt of
notice from SMC that he has purchased all or a substantial portion
of the shares of common stock held by HWFF (the "Closing"), the
Stockholders shall surrender their certificates to the Secretary
of the Corporation, who shall inscribe the following legend
thereon (in addition to the legend required under applicable state
and federal securities laws) and on all certificates issued
hereafter:
The shares of stock represented by this certificate are
transferable only upon compliance with the provisions of
that certain Right of First Refusal Agreement dated June
25, 1999, among certain stockholders, a copy of which
may be inspected at the principal office of the
Corporation, and all provisions of that agreement are
incorporated by reference in this certificate.
A copy of this Agreement shall be delivered to the Secretary
of the Corporation and shall be made available to any person
making inquiry about this Agreement. For purposes of this
Agreement, the term "substantial portion of the shares held by
HWFF" shall mean not less than 25% of the outstanding shares of
common stock of the Corporation.
1.3 Selling Window. No Stockholder shall sell any Shares
through the open market ("Open Market Sale) except during a
Selling Window in a Brokers Transaction and only after first
complying with the terms of this Agreement. For purposes of this
Agreement, the term "Selling Window" shall mean a period of twenty
one (21) days commencing on the next business day in which the
major stock exchanges are open for trading after the Corporation
publicly announces its quarterly or annual earnings. The term
"Brokers Transaction" shall mean "brokers transactions" within the
meaning of section 4(4) of the Securities Act of 1933, and Rule
144(g) promulgated by the Securities and Exchange Commission, as
amended, and transactions directly with a "market maker" as that
term is defined in section 3(a)(38) of the Securities Act of 1934,
as amended.
ARTICLE II
RIGHT OF FIRST REFUSAL
2.1 Right of First Refusal as to Cameron Family Stockholder
Shares.
(a) Except as expressly permitted herein, each Cameron
Family Stockholder agrees not to sell, transfer or otherwise
dispose of any Shares, including an involuntary transfer or
transfer by operation of law or court decree, without first
offering such Shares to Stephen M. Case ("SMC") under the terms
and procedures set forth below.
(b) Any Cameron Family Stockholder desiring to sell or
dispose of any Shares (the "Offering Stockholder") shall give
written notice to SMC (the "Offer Notice") of his, her or their
intention to sell or otherwise dispose of such Shares (the
"Offered Shares"). The Offer Notice shall state the name of the
Offering Stockholder, the number of Offered Shares and the
proposed manner of sale.
If the Offering Stockholder intends to sell the Offered
Shares through an Open Market Sale in an upcoming Selling Window
(the "Next Selling Window"), the Offer Notice shall set forth the
weighted average sale price of all shares of the Corporation's
common stock sold during the one hundred and eighty (180) days
immediately preceding the date of the Offer Notice (the "Offer
Price"), and shall be delivered to SMC not less than thirty (30)
days and not more than sixty (60) days prior to the Next Selling
Window. For purposes of this Agreement, the "weighted average sale
price" shall be based upon the average of the high and the low
sale price on each day multiplied by the volume of shares traded
on such day.
If the Offering Stockholder intends to sell or otherwise
dispose of the Offered Shares in a transaction other than an Open
Market Sale (a "Private Sale"), the Offer Notice shall state the
bona fide price or other consideration per share, the terms upon
which the disposition shall be made, and the name of the person to
whom such disposition is to be made. The Offer Notice shall be
accompanied by copies of any documents relating to the proposed
Private Sale.
(c) The Offer Notice, when delivered to SMC, shall
constitute an offer by the Offering Stockholder to sell all (but
not less than all) of the Offered Shares to SMC (i) in the case of
a proposed Open Market Sale, at the Offer Price, with the purchase
price to be paid in cash within fifteen (15) days of the date of
acceptance of the offer, or (ii) in the case of a proposed Private
Sale, at the price and upon terms stated in the Offer Notice,
provided that the closing of the sale shall occur no earlier than
sixty (60) days after the date of acceptance of the offer unless
otherwise agreed by the parties.
(d) SMC shall have thirty (30) days from the date of
delivery of the Offer Notice (the" Offer Period") to accept or
reject the offer to purchase all (and not less than all) of the
Offered Shares by delivering written notice of such acceptance or
rejection to the Offering Stockholder within the Offer Period.
(e) If SMC rejects or fails to deliver to the Offering
Stockholder written notice of acceptance of the offer to purchase
all (and not less than all) of the Offered Shares within the Offer
Period, the Offering Stockholder shall be authorized to:
(i) in the case of an Open Market Sale, sell the
Offered Shares through the open market in one or more brokers
or market maker transactions during the Next Selling Window,
or
(ii) in the case of a Private Sale, transfer
such Shares to the transferee named in the Offer Notice at
the price and upon terms no more favorable to the transferee
than those described in the Offer Notice, within one hundred
twenty (120) days from the date of delivery of the Offer
Notice.
Upon completion of such sale or transfer, the transferee shall own
the Offered Shares free and clear of this Agreement and shall not
be entitled to any of the rights provided under, and shall not be
bound by any of the obligations imposed by, this Agreement.
If such sale or transfer is not completed within the
Next Selling Window or said 120-day period, as the case may be, a
new Offer Notice must be given in accordance with Section 2.1(b)
before the Offering Stockholder may sell or otherwise dispose of
the Offered Shares.
(f) If SMC accepts the offer to purchase all (and not
less than all) of the Offered Shares within the Offer Period, and
the purchase of the Offered Shares would trigger the shareholder
approval requirement of the Hawaii Control Share Acquisition Act,
Hawaii Revised Statutes 415-171 and 15-172 (the "CSA"), the
closing of the purchase of the Offered Shares shall be subject to
and conditioned upon compliance with the CSA and obtaining the
requisite shareholder approval, if required by law.
(g) Notwithstanding anything herein to the contrary,
SMC's right of first refusal shall only apply to that number of
Shares held by the Cameron Family Stockholders which is equal to
the number of Shares held by SMC as of the date of the Offer
Notice. For example, if SMC holds 1,000,000 Shares as of the date
of the Offer Notice, only the first 1,000,000 Shares to be sold by
the Cameron Family Stockholders shall be subject to SMC's right of
first refusal, and the Cameron Family Stockholders shall be
authorized to transfer any Shares in excess of that amount without
complying with the terms of this Agreement.
2.2 Right of First Refusal as to SMC Shares.
(a) Except as expressly permitted herein, SMC agrees
not to sell, transfer or otherwise dispose of any Shares,
including an involuntary transfer or transfer by operation of law
or court decree, without first offering such Shares to the Cameron
Family Stockholders under the terms and procedures set forth
below.
(b) If SMC desires to sell or dispose of any Shares,
SMC shall give written notice to the Cameron Family Stockholders
(the "SMC Offer Notice") of his intention to sell or otherwise
dispose of such Shares (the "SMC Offered Shares"). The SMC Offer
Notice shall state the number of SMC Offered Shares and the
proposed manner of sale.
If SMC intends to sell the SMC Offered Shares through an
Open Market Sale during the Next Selling Window, the SMC Offer
Notice shall set forth the weighted average sale price of all
shares of the Corporation's common stock sold during the one
hundred and eighty (180) days immediately preceding the date of
the SMC Offer Notice (the "SMC Offer Price") and shall be
delivered to the Cameron Family Stockholders not less than thirty
(30) days and not more than sixty (60) days prior to the Next
Selling Window.
If SMC intends to sell or otherwise dispose of the
Offered Shares through a Private Sale, the SMC Offer Notice shall
state the bona fide price or other consideration per share, the
terms upon which the disposition shall be made, and the name of
the person to whom such disposition is to be made. The SMC Offer
Notice shall be accompanied by copies of any documents relating to
the proposed Private Sale.
(c) The SMC Offer Notice, when delivered to the Cameron
Family Stockholders, shall constitute an offer by SMC to sell all
(but not less than all) of the SMC Offered Shares to the Cameron
Family Stockholders (i) in the case of a proposed Open Market
Sale, at the SMC Offer Price, with the purchase price to be paid
in cash within fifteen (15) days of the date of acceptance of the
offer, (ii) in the case of a proposed Private Sale, at the price
and upon terms stated in the SMC Offer Notice, provided that the
closing of the sale shall occur no earlier than sixty (60) days
after the date of acceptance of the offer unless otherwise agreed
by the parties.
(d) The Cameron Family Stockholders shall have thirty
(30) days from the date of delivery of the SMC Offer Notice (the"
SMC Offer Period") to accept or reject the offer to purchase all
(and not less than all) of the SMC Offered Shares by delivering
written notice of such acceptance or rejection to SMC within the
SMC Offer Period.
As between the Cameron Family Stockholders, each Cameron
Family Stockholder shall be entitled to purchase a pro rata
portion of the SMC Offered Shares based on the ratio of the number
of Shares he or she then owns to the total number of Shares then
owned by all of the Cameron Family Stockholders. If any of the
Cameron Family Stockholders does not elect to purchase his or her
pro rata portion of the SMC Offered Shares within fifteen (15)
days of the date of delivery of the SMC Offer Notice, such portion
shall then be available for purchase by the other Cameron Family
Stockholders so electing on a pro rata basis.
(e) If the Cameron Family Stockholders reject or fail
to deliver to SMC written notice of acceptance of the offer to
purchase all (and not less than all) of the SMC Offered Shares
within the SMC Offer Period, SMC shall be authorized to:
(i) in the case of an Open Market Sale, sell the
SMC Offered Shares through the open market in one or more
brokers or market maker transactions during the next Selling
Window, or
(ii) in the case of a Private Sale, transfer the
SMC Offered Shares to the transferee named in the SMC Offer
Notice at the price and upon terms no more favorable to the
transferee than those described in the SMC Offer Notice,
within one hundred twenty (120) days from the date of
delivery of the SMC Offer Notice.
Upon completion of such sale or transfer, the transferee shall own
the Offered Shares free and clear of this Agreement and shall not
be entitled to any of the rights provided under, and shall not be
bound by any of the obligations imposed by, this Agreement.
If such sale or transfer is not completed within the
Next Selling Window or said 120-day period, as provided above, a
new SMC Offer Notice must be given in accordance with Section
2.1(b) before SMC may sell or otherwise dispose of the SMC Offered
Shares.
(f) If the Cameron Family Stockholders accept the offer
to purchase all (and not less than all) of the SMC Offered Shares
within the SMC Offer Period, and the purchase of the SMC Offered
Shares would trigger the shareholder approval requirement of the
Hawaii Control Share Acquisition Act, Hawaii Revised Statutes
415-171 and 415-172 (the "CSA"), the closing of the purchase of
the SMC Offered Shares shall be subject to and conditioned upon
compliance with the CSA and obtaining the requisite shareholder
approval, if required by law.
(g) Notwithstanding anything herein to the contrary,
the Cameron Family Stockholders' right of first refusal shall only
apply to that number of Shares held by SMC which is equal to the
number of Shares held by the Cameron Family Stockholders as of the
date of the SMC Offer Notice. For example, if the Cameron Family
Stockholders hold 1,000,000 Shares as of the date of the SMC Offer
Notice, only the first 1,000,000 Shares to be sold by SMC shall be
subject to the Cameron Family Stockholder's right of first
refusal, and SMC shall be authorized to transfer any Shares in
excess of that amount without complying with the terms of this
Agreement.
2.3 Enforcement. Time shall be of the essence in
consummating the transfer of Shares pursuant to this Article II.
The Cameron Family Stockholders and SMC shall each have the right
to seek specific performance to enforce the provisions of this
Article II, in addition to such rights and remedies as they may
have in law or equity.
2.4 Indirect Transfers. Any indirect transfers of Shares,
including without limitation, the sale or transfer of a majority
of the shares of a corporation holding Shares or the sale of a
majority of the interests of a partnership or limited liability
company holding Shares, merger or consolidation of an entity
holding shares, shall be deemed a transfer of Shares for purposes
of this Article II.
2.5 Stock Dividends, Splits and Recapitalizations. This
Agreement shall apply to any shares issued or received by the
Stockholders from the Corporation through a stock dividend, stock
split, recapitalization or similar transaction.
ARTICLE III
PERMITTED TRANSFERS
3.1 Permitted Transfers. The following transfers
(collectively, "Permitted Transfers") shall be exempt from the
restrictions described in Sections 2.1 and 2.2, provided that the
transferee shall first agree in writing to be bound by the terms
of this Agreement:
(a) Any transfer of Shares by a Stockholder to that
Stockholder's revocable intervivos trust ("Living Trust");
provided that (a) the Stockholder retains the right to revoke the
Living Trust, is the sole trustee or cotrustee of the Living Trust
(or retains the right to direct the trustee), and is a lifetime
beneficiary of the Living Trust, (b) the trustee of the Living
Trust agrees in writing to be bound by the terms of this
Agreement, and (c) the beneficiaries of the Living Trust following
the death of the Stockholder are all members of the Stockholder's
immediate family and their respective spouses or lineal
descendants.
(b) Any transfer of Shares between the Stockholders,
the members of their immediate family and their respective
estates, personal representatives, spouses and lineal descendants.
(c) Any transfer of Shares approved by all of the
Stockholders.
(d) Any transfer of Shares between members of the
Cameron Family or between members of the Cameron Family and any
corporation, partnership, trust, or limited liability company
which is majority owned and controlled by members of the Cameron
Family, including without limitation the Allan G. Sanford Trust,
of which Mary C. Sanford is the trustee; the Cameron Family
Partnership, whose general partners are Mary C. Sanford, Richard
H. Cameron, Claire C. Sanford and Frances E.C. Ort; the J. Walter
Cameron Trust, of which Mary C. Sanford, Richard H. Cameron,
Margaret A.C. Alvidrez, Claire C. Sanford and Pacific Century
Trust are co-trustees; and Maui Publishing Company, Ltd.
(e) Any transfer of Shares between members of the Case
Family or between members of the Case Family and any corporation,
partnership, trust, or limited liability company which is majority
owned and controlled by members of the Case Family.
(f) Any pledge of Shares to Bank of Hawaii or First
Hawaiian Bank (the "Lender") to secure a loan to one or more
Cameron Family Stockholders or to SMC, and any sale of the pledged
Shares by the Lender pursuant to its power of sale under the
pledge agreement.
3.2 Cameron Family. For purposes of this Agreement, the
term "Cameron Family" shall include Mary C. Sanford, Richard H.
Cameron, Claire C. Sanford, Jared B. H. Sanford, Douglas B.
Cameron, Margaret A.C. Alvidrez, Frances E.C. Ort, the members of
their immediate families, and their respective spouses and lineal
descendants.
3.3 Case Family. For purposes of this Agreement, the term
"Case Family" shall include Stephen M. Case, the members of his
immediate family, and their respective spouses and lineal
descendants.
3.4 Permitted Transferees Subject To Terms Of This
Agreement. Any Shares transferred through a Permitted Transfer
pursuant to this Article III shall remain subject to the terms of
this Agreement, and no transfer of Shares pursuant to this Article
III shall be effective unless the transferee agrees in writing to
be bound by the terms of this Agreement as to the Shares
transferred through the Permitted Transfer.
ARTICLE IV
TERMINATION
4.1 Termination of Agreement. This Agreement shall
terminate on the occurrence of any of the following events:
(a) Cessation of the Corporation's business;
(b) Bankruptcy, receivership, or dissolution of the Corporation;
or
(c) The voluntary agreement in writing of all Stockholders who
are then bound by the terms hereof.
(d) SMC elects to terminate his negotiations for the purchase of
the shares held by HWFF by delivery of written notice of such
termination to the Cameron Family Stockholders.
(e) If SMC does not enter into a binding agreement within sixty
(60) days of the date hereof to purchase all or a substantial
portion of the shares of common stock of the Corporation owned by
HWFF, or SMC does not purchase all or a substantial portion of the
shares of common stock of the Corporation owned by HWFF within one
hundred eighty (180) days of the date hereof, the Cameron Family
Stockholders elect to terminate this Agreement by delivery of
written notice of such termination to SMC.
(f) The proposed acquisition by SMC of all or a substantial
portion of the shares of common stock of the Corporation owned by
HWFF is not approved by the Corporation's shareholders in
accordance with the CSA at a meeting called for such purpose.
ARTICLE V
MISCELLANEOUS
5.1 Amendment of Agreement. This Agreement shall not be
modified or amended except by a writing signed by each Stockholder
and by an officer duly authorized to act upon behalf of the
Corporation.
5.2 Notices. All notices, requests, demands and other
communications permitted or required hereunder shall be in
writing, and either (i) delivered in person, (ii) sent by express
mail or other overnight delivery service providing receipt of
delivery, (iii) mailed by certified or registered mail, postage
prepaid, return receipt requested or (iv) sent by telex, telegraph
or other facsimile transmission; and such notices shall be
addressed: (i) if to the Corporation, to the principal office of
the Corporation; and (ii) if to a Stockholder, to the address of
the Stockholder as reflected in the stock records of the
Corporation. Any such notice or communication, if given or made
by prepaid, registered or certified mail or by recorded express
delivery, shall be deemed to have been made when actually
received, but not later than five (5) business days after the same
was posted or given to such express delivery service, and if made
properly by telex, telecopy or other facsimile transmission such
notice or communication shall be deemed to have been made at the
time of dispatch.
5.3 Severability. If any provision of this Agreement is
held invalid or unenforceable, the validity and enforceability of
the other provisions of this Agreement will remain unaffected.
5.4 Integration. This writing is intended by the parties as
a final expression of their agreement and is intended also as a
complete and exclusive statement of the terms of their agreement.
5.5 Incorporation by Reference. All exhibits and documents
referred to in this Agreement shall be deemed incorporated herein
by any reference thereto as if fully set forth herein.
5.6 Headings and Captions. Subject headings and captions
are included for convenience purposes only and shall not affect
the interpretation of this Agreement.
5.7 Gender and Pronouns. Throughout this Agreement, the
masculine shall include the feminine and neuter and the singular
shall include the plural and vice versa as the context requires.
5.8 Waiver. No waiver of a breach or violation of any
provision of this Agreement shall operate or be construed as a
waiver of any subsequent breach or limit or restrict any right or
remedy otherwise available.
5.9 Counterparts. This Agreement may be executed in two or
more counterparts each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
5.10 Legal Fees. In the event any party to this Agreement
shall employ legal counsel to protect its rights hereunder or to
enforce any term or provision hereof, the party prevailing in any
such action shall have the right to recover from the other party
all of its reasonable attorneys' fees and expenses incurred in
relation to such claims.
5.11 Governing Law. This Agreement is governed by and shall
be construed in accordance with the laws of the State of Hawaii.
5.12 Mediation and Arbitration. In the event a dispute arises
between the parties hereto regarding the application,
interpretation or enforcement of any provision of this Agreement,
the dispute may, at the option of any party, be submitted for
mediation between the parties involved in the dispute with a
mutually acceptable third party to act as mediator. If the
dispute cannot be resolved within ten (10) business days after
commencement of the mediation process or if no party desires to
submit the matter to mediation, the dispute may, at the option of
any party, be resolved by arbitration pursuant to the rules of
arbitration of the American Arbitration Association then in
effect. The request for arbitration shall be in writing and
delivered to the other parties hereto, and shall set forth in
detail the claims to be arbitrated, the amount involved, if any,
and the remedy sought. At the request of any party, such
arbitration shall be conducted in an expedited manner so that a
final decision shall be made by the arbitrators as quickly as
possible and in any event not more than sixty (60) days after the
request for arbitration was first made. Except as otherwise
agreed by the parties involved, a single arbitrator shall be
designated by the American Arbitration Association. The decision
of the arbitrator shall be final and binding and may be enforced
in any court of competent jurisdiction. All proceedings before
the arbitrator shall be held in Honolulu, Hawaii. The non-
prevailing party as determined by the arbitrator shall pay the
costs and expenses of the prevailing party or parties, including
reasonable attorney's fees and the arbitrator's costs and fees;
provided, however, if the arbitrator decides that neither party is
the prevailing party, each party involved in the dispute shall
bear his or her own costs and expenses and prorata share of the
arbitrator's costs and fees.
5.13 Binding on Successors and Assigns. This Agreement shall
be binding on the parties to this Agreement and their respective
heirs, legal representatives, successors and permitted assigns.
5.14 No Assignment. The rights provided under this Agreement
may not be assigned by any party to any person, except in
connection with a Permitted Transfer, and only if the transferee
shall first agree in writing to be bound by the terms of this
Agreement. Any assignment or purported assignment in contravention
of this Agreement shall be null and void. The purported assignee
shall have no rights under this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Right
of First Refusal Agreement this 25th day of June, 1999.
/s/ Stephen M. Case
STEPHEN M. CASE
/s/ Richard H. Cameron
RICHARD H. CAMERO
/s/ Claire C. Sanford
CLAIRE C. SANFORD
/s/ Jared B. H. Sanford
JARED B. H. SANFORD
/s/ Douglas B. Cameron
DOUGLAS B. CAMERON
/s/ Mary C. Sanford
MARY C. SANFORD, TRUSTEE OF THE
ALLAN G. SANFORD TRUST
EXHIBIT A
STOCKHOLDERS OF
MAUI LAND & PINEAPPLE COMPANY, INC.
Name of Stockholder No. of Shares
Claire C. Sanford 163,861
Jared B. H. Sanford 173,240
Richard H. Cameron 252,156
Douglas B. Cameron 266,262
Allan G. Sanford Trust 156,116
Total 1,011,635
