<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
C. BREWER HOMES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
[LOGO]
C. BREWER HOMES, INC.
----------------
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 14, 1998
------------------------
To our Stockholders:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of C. BREWER HOMES, INC. (the "Company"), which will be held at C. Brewer and
Company, Limited, 26-238 Hawaii Belt Road, Hilo, Hawaii 96781 at 10:00 a.m. on
October 14, 1998 for the following purposes:
(1) To elect six directors to the Board of Directors;
(2) To consider and vote upon a proposal to ratify the selection of
PricewaterhouseCoopers LLP as independent public accountants for the
Company for the fiscal year ending March 31, 1999;
(3) To consider and vote upon a proposal to amend the Company's Certificate
of Incorporation to change the name of the Company to Hawaii Land &
Farming Company, Inc.; and
(4) To act upon such other business as may properly come before the meeting
or any adjournment or postponement thereof.
These matters are more fully described in the Proxy Statement accompanying
this Notice.
The Board of Directors has fixed the close of business on August 21, 1998 as
the record date for determining those stockholders who will be entitled to vote
at the meeting. The stock transfer books will not be closed between the record
date and the date of the meeting.
Representation of at least a majority of all outstanding shares of Class A
Common Stock and Class B Common Stock of C. Brewer Homes, Inc., considered as a
single class is required to constitute a quorum. Accordingly, it is important
that your shares be represented at the meeting. WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENCLOSED ENVELOPE. Your proxy may be revoked at any time prior
to the time it is voted.
Please read the proxy material carefully. Your vote is important and the
Company appreciates your cooperation in considering and acting on the matters
presented.
Sincerely yours,
[SIGNATURE]
John W. A. Buyers
CHAIRMAN OF THE BOARD
September 4, 1998
Hilo, Hawaii
<PAGE>
STOCKHOLDERS SHOULD READ THE ENTIRE PROXY STATEMENT
CAREFULLY PRIOR TO RETURNING THEIR PROXIES
PROXY STATEMENT
FOR
1998 ANNUAL MEETING OF STOCKHOLDERS
OF
C. BREWER HOMES, INC.
TO BE HELD ON OCTOBER 14, 1998
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of C. BREWER HOMES, INC. ("C. Brewer Homes" or the "Company")
of proxies to be voted at the 1998 Annual Meeting of Stockholders, which will be
held at 10:00 a.m. on October 14, 1998 at C. Brewer and Company Limited, 26-238
Hawaii Belt Road, Hilo, Hawaii 96781, or at any adjournments or postponements
thereof, for the purposes set forth in the accompanying Notice of 1998 Annual
Meeting of Stockholders. This Proxy Statement and the proxy card were first
mailed to stockholders on or about September 4, 1998. The Company's 1998 Annual
Report is being mailed to stockholders concurrently with this Proxy Statement.
The 1998 Annual Report is not to be regarded as proxy soliciting material or as
a communication by means of which any solicitation of proxies is to be made.
VOTING RIGHTS AND SOLICITATION
The close of business on August 21, 1998 was the record date for
stockholders entitled to notice of and to vote at the 1998 Annual Meeting of
Stockholders. As of that date, C. Brewer Homes had 4,028,158 shares of Class A
Common Stock, $.01 par value per share, and 4,303,507 shares of Class B Common
Stock, $.01 par value per share (collectively, the "Common Stock"), issued and
outstanding. All of the shares of the Company's Common Stock outstanding on the
record date are entitled to vote at the 1998 Annual Meeting of Stockholders, and
stockholders of record entitled to vote at the meeting will have one vote for
each share of Class A Common Stock and three votes for each share of Class B
Common Stock so held with regard to each matter to be voted upon.
Shares of the Company's Common Stock represented by proxies in the
accompanying form which are properly executed and returned to C. Brewer Homes
will be voted at the 1998 Annual Meeting of Stockholders in accordance with the
stockholders' instructions contained therein. In the absence of contrary
instructions, shares represented by such proxies will be voted for the election
of each of the directors as described herein under "Proposal 1--Election of
Directors," for ratification of the selection of accountants as described herein
under "Proposal 2--Ratification of Selection of Independent Public Accountants,"
and for approval of the proposal to amend the Company's Certificate of
Incorporation to change the Company's name to Hawaii Land & Farming Company,
Inc. as described herein under "Proposal 3--Amendment of the Company's
Certificate of Incorporation to Change the Name of the Company to Hawaii Land &
Farming Company, Inc." Management does not know of any matters to be presented
at this Annual Meeting other than those set forth in this Proxy Statement and in
the Notice accompanying this Proxy Statement. If other matters should properly
come before the meeting, the proxy holders will vote on such matters in
accordance with their best judgment. Any stockholder has the right to revoke his
or her proxy at any time before it is voted at the meeting. Election of
directors by stockholders shall be determined by a plurality of the votes cast
by the stockholders entitled to vote at the election present in person or
represented by proxy. The ratification of the selection of the accountants for
the Company will require the affirmative vote of a majority of the votes cast by
the stockholders entitled to vote at the 1998 Annual Meeting of Stockholders
present in person or represented by proxy. The amendment of the Company's
Certificate of Incorporation to change the Company's name to Hawaii Land &
Farming Company, Inc. will require the affirmative vote of a majority of the
voting power of the
1
<PAGE>
shares of the Company's outstanding Common Stock. Abstentions and broker
non-votes are each included in the determination of the number of shares present
for quorum purposes. Abstentions are counted in tabulations of the votes cast on
proposals presented to stockholders, whereas broker non-votes are not counted
for purposes of determining whether a proposal has been approved.
The entire cost of soliciting proxies will be borne by C. Brewer Homes.
Proxies will be solicited principally through the use of the mails, but, if
deemed desirable, may be solicited personally or by telephone, telegraph or
special letter by officers and regular C. Brewer Homes employees for no
additional compensation. Arrangements may be made with brokerage houses and
other custodians, nominees and fiduciaries to send proxies and proxy material to
the beneficial owners of the Company's Common Stock, and such persons may be
reimbursed for their expenses.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
A board of six directors will be elected at the 1998 Annual Meeting of
Stockholders. The nominees for the Board of Directors are set forth below. The
proxy holders intend to vote all proxies received by them in the accompanying
form for the nominees for director listed below, unless instructions to the
contrary are marked on the proxy. In the event that a nominee is unable or
declines to serve as a director at the time of the 1998 Annual Meeting of
Stockholders, the proxies will be voted for any nominee who shall be designated
by the present Board of Directors to fill the vacancy. In the event that
additional persons are nominated for election as directors, the proxy holders
intend to vote all proxies received by them for the nominees listed below. As of
the date of this Proxy Statement, the Board of Directors is not aware of any
nominee who is unable or will decline to serve as a director. The term of office
of each person elected as a director will continue until the next Annual Meeting
of Stockholders or until the director's successor has been elected.
NOMINEES TO BOARD OF DIRECTORS
<TABLE>
<CAPTION>
DIRECTOR
NAME PRINCIPAL OCCUPATION SINCE AGE
- ------------------------------------------ ----------------------------------------------------- ----------- ---
<S> <C> <C> <C>
John W.A. Buyers.......................... Chairman of the Board of C. Brewer Homes, Inc.; 1992 70
Chairman and Chief Executive Officer of C. Brewer and
Company, Limited.
Seth A. Bakes............................. President and Chief Executive Officer of C. Brewer 1997 45
Homes, Inc.
Clinton R. Churchill...................... Trustee for the Estate of James Campbell 1993 54
David A. Heenan........................... Trustee for the Estate of James Campbell 1993 58
Paul C.T. Loo............................. Senior Vice President of Morgan Stanley Dean Witter 1997 67
Kent T. Lucien............................ Executive Vice President and Chief Financial Officer 1989 44
of C. Brewer and Company, Limited
</TABLE>
John W.A. Buyers has been Chairman of the Board of the Company since May
1992. Mr. Buyers was appointed President and Chief Executive Officer of C.
Brewer and Company, Limited ("CBCL") in 1975, and was the Chairman, President
and Chief Executive Officer of CBCL from 1982 to 1992. Mr. Buyers has been the
Chairman and President of Buyco, Inc. ("Buyco"), the parent company of CBCL,
since 1986. Mr. Buyers is a director of First Hawaiian Bank, Mauna Loa
Resources, Inc. and John B. San Filippo & Sons, Inc., a commercial nut company.
Seth A. Bakes has been President and Chief Executive Officer and a Director
of the Company since January 1997. From August 1995 to January 1997, he was
Managing Director of Del Amo Financial Center in California. From March 1986 to
August 1995, he was Vice President-Finance and then a development partner with
Winger Development Company, a California real estate developer. Mr. Bakes has a
masters degree in Business Administration from the Amos Tuck School of Business
Administration at Dartmouth College.
Clinton R. Churchill has been a Trustee for the Estate of James Campbell
since July 1992. From July 1988 through July 1992, Mr. Churchill was the
Estate's Chief Executive Officer, and from October 1984 to June 1988, he served
as its Chief Operating Officer. From 1981 to 1984, Mr. Churchill was the
President and Chief Executive Officer of Gaspro, Inc. Mr. Churchill is also a
director of Bank of Hawaii.
David A. Heenan has been a Trustee for the Estate of James Campbell since
January 1995. From May 1982 to December 1994, Mr. Heenan was Chairman, President
and Chief Executive Officer of Theo. H. Davies & Co., Ltd., the North American
holding company for the Hong Kong-based Jardine
3
<PAGE>
Matheson. Mr. Heenan joined Theo. H. Davies & Co., Ltd. in May 1982. From April
1975 to April 1982, Mr. Heenan served as vice president for academic affairs at
the University of Hawaii and, before that, as dean of its business school. Mr.
Heenan is also a director of Bank of Hawaii, Pacific Century Financial
Corporation (a holding company for Bank of Hawaii), and Aloha Airlines, Inc.
Paul C.T. Loo has held various positions with Dean Witter Reynolds, Inc.
since 1960 and has been a senior vice president since 1985. Dean Witter
Reynolds, Inc. merged with Morgan Stanley in 1997. Mr. Loo has also been a
director of CBCL and Buyco since 1986 and serves on the three-member executive
committee of CBCL.
Kent T. Lucien was the Executive Vice President and Chief Financial Officer
of the Company from April 1993 to April 1994. Mr. Lucien has been the Executive
Vice President and Chief Financial Officer of CBCL since June 1991. From January
1989 to May 1991, Mr. Lucien was Senior Vice President and Chief Financial
Officer of CBCL, and from January 1987 to December 1988, he was Vice President,
Chief Financial Officer and Treasurer of CBCL. Mr. Lucien has been the President
of Mauna Loa Resources, Inc. since September 1995.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of eight meetings during
the fiscal year ended March 31, 1998 (the "1998 fiscal year"). Each director
attended at least 75% of the aggregate of (i) the total number of meetings of
the Board (held during the period for which he served as a director) and (ii)
the total number of meetings held by all committees of the Board on which he
served (during the periods that he served).
The Company has an Audit Committee, a Compensation Committee and a Conflicts
Committee of the Board of Directors. There is no nominating committee or
committee performing the functions of such committee.
The Audit Committee meets with the Company's financial management and its
independent public accountants to review internal control conditions, audit
plans and results, and financial reporting procedures. This Committee, which
currently consists of Kent T. Lucien, Clinton R. Churchill and Paul C.T. Loo,
held one meeting during the 1998 fiscal year.
The Compensation Committee reviews and approves the Company's compensation
arrangements for executive officers and key employees and administers the
Company's 1993 Stock Option/Stock Issuance Plan (the "1993 Plan"). This
Committee, which currently consists of David A. Heenan, John W.A. Buyers and
Clinton R. Churchill, held two meetings during the 1998 fiscal year.
The Conflicts Committee resolves any conflicts of interest that may arise in
connection with the Company's ongoing relationship with Buyco, CBCL and their
affiliates, including the amendment of any of the agreements between the Company
and Buyco, CBCL and their affiliates. Prior to the initial public offering of
the Company's Class A Common Stock in December 1993 (the "Initial Public
Offering"), the Company was a wholly owned subsidiary of CBCL, which is a wholly
owned subsidiary of Buyco. Buyco is the common parent of an affiliated group of
corporations formed in connection with the acquisition of CBCL in 1986. This
Committee, which currently consists of Clinton R. Churchill, David A. Heenan and
Seth A. Bakes, held three meetings during the 1998 fiscal year.
DIRECTOR REMUNERATION
Non-employee members of the Board are each paid an annual retainer fee of
$15,000 and are reimbursed for all reasonable out-of-pocket costs incurred in
connection with their attendance at such meetings. They also receive $500 for
each meeting of the Board attended, $400 for each committee meeting attended on
a day on which no Board meeting is held, and $200 for each committee meeting
attended on the same day on which a Board meeting is held. Pursuant to the
automatic stock option grant
4
<PAGE>
program under the 1993 Plan, each individual who first becomes a non-employee
Board member after the effective date of the 1993 Plan is eligible to receive an
option grant for 5,000 shares of Class A Common Stock at an exercise price per
share equal to the fair market value on the date of grant. Each individual who
continues to serve as a non-employee Board member is also eligible to receive a
5,000-share option grant biennially on the date of every second Annual Meeting
of Stockholders since the 1995 Annual Meeting of Stockholders, provided such
individual has served as a non-employee Board member for at least six months. A
non-employee Board member may not receive options to purchase more than 25,000
shares of Class A Common Stock over his or her period of Board service.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Class A Common Stock and Class B Common Stock as of
July 31, 1998 by: (i) each person who is known to the Company to own
beneficially more than five percent of the outstanding shares of the Company's
Class A Common Stock or Class B Common Stock; (ii) each director; (iii) each
officer listed in the Summary Compensation Table; and (iv) all directors and
executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK(1)
------------------------------------------------------
CLASS A CLASS B
-------------------------- --------------------------
PERCENTAGE OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES CLASS(2) SHARES CLASS(3)
- --------------------------------------------------------------- --------- --------------- --------- ---------------
<S> <C> <C> <C> <C>
John W.A. Buyers(4)(5)(6)...................................... 7,222 * 673,549 15.6%
Fred H. Brenner and Annette J. Brenner(7) ..................... 626,000 15.6% -- --
514 N. Wynnewood Ave.
Wynnewood, PA 19096
SC Fundamental Inc., .......................................... 492,600 12.3 -- --
The SC Fundamental Value Fund, L.P.,
SC Fundamental Value BVI, Inc., Gary N. Siegler and Peter M.
Collery(8)
10 East 50th Street, 21st Floor
New York, NY 10022
Richard W. Kazmaier Trust(9) .................................. -- -- 388,379 9.0
676 Elm Street
Concord, MA 01742
Marvin J. Tilker(10) .......................................... 25,000 * 372,050 8.6
415 South St. 14004
Honolulu, HI 96813
John J. F. Sherrerd(11) ....................................... -- -- 367,787 8.5
833 Miurfield Road
Bryn Mawr, PA 19010
Ing Family Partnership ........................................ -- -- 361,283 8.4
841 Bishop Street, Suite 860
Honolulu, HI 96813
Jean E. Rolles Trust UA Feb. 4, 1988(12) ...................... 34,500 * 282,434 6.5
3087 La Pietra Circle
Honolulu, HI 96815
John W.A. Buyers Generation ................................... -- -- 235,396 5.5
Skipping Trust UA July 20, 1989(13)
Jane B. Russo
126 W. 75th Street
New York, NY 10023
Clinton R. Churchill(5)........................................ 16,422 * -- --
David A. Heenan(5)(14)......................................... 13,022 * -- --
Paul C.T. Loo(5)............................................... 6,389 * 189,119 4.4
Kent T. Lucien(5).............................................. 12,222 * 112,901 2.6
Seth A. Bakes(15).............................................. 20,833 * -- --
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK(1)
------------------------------------------------------
CLASS A CLASS B
-------------------------- --------------------------
PERCENTAGE OF PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES CLASS(2) SHARES CLASS(3)
- --------------------------------------------------------------- --------- --------------- --------- ---------------
<S> <C> <C> <C> <C>
Edward T. Foley(15)............................................ 29,167 * -- --
All executive officers and directors as a group (8
persons)(16)................................................. 120,677 2.9 980,988 22.7
</TABLE>
- ------------------------
* Less than 1%
(1) Except as indicated in the footnotes to this table, the stockholders named
in the table are believed by the Company to have sole voting and investment
power with respect to all shares of Class A Common Stock and Class B Common
Stock shown as beneficially owned by them, subject to community property
laws where applicable.
(2) Based on 4,013,749 shares of the Company's Class A Common Stock outstanding
on July 31, 1998.
(3) Based on 4,317,916 shares of the Company's Class B Common Stock outstanding
on July 31, 1998.
(4) Mr. Buyer's address is 26-238 Hawaii Belt Road, Hilo HI 96781.
(5) Includes options exercisable within 60 days of July 31, 1998 to purchase
shares of Class A Common Stock as follows: Buyers 7,222; Churchill 12,222;
Heenan 12,222; Loo 6,389; and Lucien 12,222. These options were granted
pursuant to the Company's automatic stock option grant program for
non-employee Board members.
(6) These shares, other than the 7,222 option shares identified in Note 5, are
beneficially owned by the J.W.A. Buyers Revocable Living Trust dated
December 20, 1989, voting power over which is held by John W.A. Buyers.
(7) Includes 301,100 shares beneficially owned by Fred H. Brenner and 324,900
shares beneficially owned by Annette J. Brenner. Fred and Annette Brenner,
as husband and wife, beneficially own an aggregate of 626,000 shares, and
each of them disclaims beneficial ownership of the shares owned by the
other.
(8) Beneficial ownership is based in part on an amended Schedule 13D filed on
or about January 5, 1996, which states: (i) SC Fundamental Inc.
beneficially owns and shares voting and dispositive power over 322,950
shares of Class A Common Stock; (ii) SC Fundamental Value BVI, Inc.
beneficially owns 167,650 shares of Class A Common Stock which it purchased
as managing general partner of the investment manager of SC Fundamental
Value BVI, Ltd. and shares voting and dispositive power with respect to
such shares; and (iii) Gary N. Siegler and Peter M. Collery is each a
controlling stockholder, executive officer and director of SC Fundamental
Inc. and SC Fundamental Value BVI, Inc. and by virtue of such status may be
deemed to own beneficially such shares.
(9) Includes 27,096 shares beneficially owned by the 56-22 Irrevocable Trust UA
December 8, 1989, 252,898 shares beneficially owned by the Richard W.
Kazmaier 1988 Irrevocable Trust and 108,385 shares beneficially owned by
the KSG Trust. Voting power over the Richard W. Kazmaier 1988 Trust is
shared with Alexander A. Bernhard and Costas C. Rodis, who are also the
sole trustees and share voting power over the KSG Trust.
(10) Includes 39,646 shares beneficially owned by the Marvin J. Tilker Trust
dated November 21, 1989, 12,379 shares beneficially owned by the Marvin
Tilker Irrevocable Trust dated November 21, 1989, and 320,025 shares
beneficially owned by the Marvin J. Tilker Revocable Trust dated October
9, 1983.
7
<PAGE>
(11) Includes 81,289 shares beneficially owned by the John J.F. Sherrerd Deed
Trust dated June 9, 1989, over which Kathleen C. Sherrerd, wife of John
J.F. Sherrerd, has voting power, and 27,457 shares beneficially owned by
Kathleen C. Sherrerd.
(12) Includes 1,081 shares beneficially owned by the Cutter Scott Rolles Trust
UA December 26, 1985 and 1,081 shares beneficially owned by the Parker
Scott Rolles Trust UA October 12, 1988. The Company believes that voting
control over each of these trusts is held by Jean E. Rolles.
(13) Includes 28,908 shares owned by the John W.A. Buyers Educational Trust
dated July 20, 1989. Voting power over both trusts is shared by Jane
Buyers Russo, Rebecca H. Buyers-Basso and Elsie Buyers Viehman, all of
whom are adult daughters of John W.A. Buyers.
(14) Includes 800 shares of Class A Common Stock beneficially owned by the Nery
L. Heenan Revocable Living Trust. Nery L. Heenan is the wife of David A.
Heenan.
(15) Consists of options to purchase shares of Class A Common Stock exercisable
within 60 days of July 31, 1998.
(16) Includes options held by all executive officers and directors as a group
to purchase an aggregate of 112,277 shares of Class A Common Stock,
including options held by B. Eben Dale, the Company's Secretary, for
12,000 shares. The totals for the group also includes 3,400 shares of
Class A Common Stock and 5,419 shares of Class B Common Stock held by Mr.
Dale.
8
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning the
compensation earned by (i) the Company's Chief Executive Officer and (ii) the
other most highly compensated executive officer of the Company serving as such
as of the end of the last fiscal year whose total annual salary and bonus
exceeded $100,000, for services rendered in all capacities to the Company for
the fiscal years ended March 31, 1998, March 31, 1997 and March 31, 1996. Such
individuals will be hereafter referred to as the "Named Executive Officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
-----------------------------
ANNUAL COMPENSATION SECURITIES
---------------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY(1) BONUS OTHER OPTIONS COMPENSATION(2)
- -------------------------------------------- ----------- ---------- ----------- --------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
1998 $ 191,667 $ -- $ 25,000(4) -- $ 10,113
Seth A. Bakes .............................. 1997 47,115 -- 63,877(5) 50,000 --
President and Chief Executive Officer(3) 1996 -- -- -- -- --
Edward T. Foley ............................ 1998 135,000 -- -- 8,100
Executive Vice President and Chief 1997 120,000 -- 10,000 16,867(7)
Financial Officer(6) 1996 115,000 -- -- 4,777
</TABLE>
- ------------------------
(1) Includes employee contributions to CBCL's 401(k) Plan.
(2) The indicated amount for each Name Executive Officer includes contributions
made by the Company to CBCL's 401(k) Plan on behalf of each such officer
which match his or her salary deferral contributions to such plan as
follows:
<TABLE>
<CAPTION>
401(K) PLAN
NAME YEAR CONTRIBUTION
- ------------------------------------------------------------------------ --------- ------------
<S> <C> <C>
Seth A. Bakes........................................................... 1998 $ 10,113
1997 --
1996 --
Edward T. Foley......................................................... 1998 8,100
1997 8,638
1996 4,777
</TABLE>
(3) Mr. Bakes became an employee of the Company in January 1997.
(4) Represents rent paid by the Company of $25,000 to a CBCL affiliate for a
residence on Maui occupied by Mr. Bakes.
(5) Represents relocation expenses paid by the Company.
(6) Mr. Foley resigned from the Company in July 1998.
(7) The indicated amount also is comprised of a retroactive contribution made by
the Company to CBCL's 401(k) Plan on behalf of Mr. Foley.
9
<PAGE>
STOCK OPTIONS
No stock options or stock appreciation rights ("SARs") were granted by the
Company during the 1998 fiscal year to the Named Executive Officers.
STOCK OPTION EXERCISE AND HOLDINGS
The following table sets forth certain information with respect to the Named
Executive Officers concerning shares of the Company's Class A Common Stock
subject to exercisable and unexercisable stock options which the Named Executive
Officers held at the end of the 1998 fiscal year. No options or SARs were
exercised by any Named Executive Officer during the 1998 fiscal year. Except to
the extent of any limited stock appreciation rights awarded in connection with
outstanding options, none of the Named Executive Officers held any stock
appreciation rights at the end of that fiscal year.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE- MONEY OPTIONS AT
UNDERLYING UNEXERCISED FISCAL YEAR END LESS
OPTIONS AT FISCAL YEAR-END EXERCISE PRICE(1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Seth A. Bakes............................................. 14,583 35,417 $ -- $ --
Edward T. Foley........................................... 26,875 8,125 -- --
</TABLE>
- ------------------------
(1) The closing price of the Company's Class A Common Stock on March 31, 1998
was $2.00.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
In January 1997, the Company entered into a letter agreement (as amended)
with Seth A. Bakes, the Company's President and Chief Executive Officer.
Pursuant to the letter agreement, Mr. Bakes' annual base salary was increased to
$200,000 during fiscal year 1998 based on meeting certain performance
guidelines. The letter agreement also included (i) a provision entitling Mr.
Bakes to an option to purchase 50,000 shares of the Company's Class A Common
Stock at an exercise price of $2.125 per share, and (ii) the opportunity to
receive further stock option grants in the future based upon certain price
targets for the Company's Class A Common Stock.
In August 1997, the Company entered into a Release and Separation Agreement
(as amended) with the Company's Chief Financial Officer, Edward T. Foley. The
Release and Separation Agreement provided that Mr. Foley remain with the Company
at the discretion of the Board of Directors, but not beyond July 15, 1998. In
addition, the Release and Separation Agreement set forth conditions under which
Mr. Foley was eligible for bonuses and other lump sum payments. The Release and
Separation Agreement also provided that Mr. Foley be paid a Consulting Fee in
accordance with the provisions of a Consultant Agreement in lieu of any
severance benefits and set forth the terms and conditions of certain benefits
retained by Mr. Foley. In addition, the Release and Separation Agreement
provided for a mutual release of claims by both parties other than claims
arising out of any breach of the Release and Separation Agreement.
The Consultant Agreement set forth the terms and conditions upon which Mr.
Foley serves as a consultant to the Company in an independent capacity for the
shorter of a period of six continuous months from the Consultant Agreement's
Effective Date or until Mr. Foley should obtain other employment. For the
duration of the Consultant Agreement, Mr. Foley will receive $11,250 per month,
and if Mr. Foley spends more than ten hours providing consulting services in any
one month, he will be paid an hourly rate to be mutually agreed upon by the
Company and Mr. Foley.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Compensation
Committee") establishes and administers the Company's executive compensation
program. The Compensation Committee reviews compensation levels of persons
designated as executive officers ("Executive Officers") and key employees by the
Board of Directors and evaluates significant employee benefit programs,
executive management performance and related matters pertaining to Executive
Officers. The Compensation Committee also administers the 1993 Plan.
The following is a summary of policies of the Committee that affect the
compensation paid to Executive Officers, as reflected in the tables and text set
forth elsewhere in this Proxy Statement.
OVERALL EXECUTIVE COMPENSATION PHILOSOPHY
The Company's executive compensation programs are designed to allow the
Company to compete for, retain and motivate talented executives necessary for
the Company's success by creating a strong relationship between executive
compensation and the interests of stockholders, as reflected by the Company's
financial performance and long-term stock price appreciation.
The Company's executive compensation philosophy is based on the following
objectives:
- ATTRACT AND RETAIN HIGHLY QUALIFIED EXECUTIVE TALENT BY PROVIDING
COMPETITIVE TOTAL COMPENSATION. The Company relies on publicly-available
information, independent homebuilding industry compensation surveys and
the advice of independent compensation consultants to ensure that this
objective is achieved.
- MOTIVATE EXECUTIVE OFFICERS TO ACHIEVE HIGHEST LEVELS OF PERFORMANCE BY
PROVIDING A SIGNIFICANT PORTION OF TOTAL COMPENSATION THROUGH ANNUAL
INCENTIVES. All Executive Officers receive a significant portion of their
total compensation in annual incentives, and as levels of responsibility
increase, a greater proportion of total compensation is performance-based.
- ALIGN EXECUTIVE OFFICERS' INTERESTS WITH THE INTEREST OF STOCKHOLDERS BY
PROVIDING SIGNIFICANT INCENTIVES TO MANAGE THE COMPANY FROM THE
PERSPECTIVE OF AN OWNER. A significant portion of Executive Officers'
total compensation is provided in the form of stock options which reward
long-term Company performance and create a commonality of interests
between executives and stockholders.
STRIVE FOR FAIRNESS IN THE ADMINISTRATION OF COMPENSATION
The Company strives to fairly balance compensation for individuals within
the Company as well as between the Company and comparable companies.
The Company's executive compensation program consists of three primary
elements: base salaries, annual incentives, and stock options which are
described below. Executive Officers are also eligible to receive other benefits
which are generally available to all full-time employees of the Company.
BASE SALARY
In order to achieve the Company's objective to attract and retain a highly
qualified executive team, the base salaries of Executive Officers are
established at levels which are consistent with the average amounts paid by
competing public and private companies with comparable operations. Each
executive's base salary is then established after considering individual
performance, experience, and level of responsibility.
ANNUAL INCENTIVES
The Company's annual executive incentive program, which includes the Chief
Executive Officer, Executive Officers (including Named Executive Officers) and
other key management employees, is
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intended to motivate and reward participants for their contribution toward the
attainment of the Company's annual performance targets, typically including
pre-tax income, earnings per share, cash flow, and certain operational and
strategic goals which may vary from period to period such as land use approvals,
project financing, corporate financing, acquisitions/joint ventures and
organizational development. The aggregate amount of the Company's annual
incentive pool is based on a percentage of the Company's pre-tax income. This
amount is allocated to program participants based on the Company's performance
and the individual performance and contribution of participants. Participants in
the annual executive incentive program are also eligible for annual incentives
available to all Company employees through the Company's Performance Improvement
Incentive Plan, which provides for awards of up to a maximum of 15% of the
employee's base salary based on the Company's achievement of targeted
performance objectives. The Company did not meet its performance targets for the
1998 fiscal year. Accordingly, no individual annual incentives were awarded by
the Company in the 1998 fiscal year.
STOCK OPTIONS
Executive Officers are eligible to receive periodic grants of stock options
pursuant to the 1993 Plan. In addition, the Company entered into a letter
agreement with Seth A. Bakes, the Company's President and Chief Executive
Officer, pursuant to which Mr. Bakes will automatically receive certain options
to purchase the Company's Class A Common Stock if the Company's stock price
reaches certain pre-determined levels. These stock options closely align the
interests of executives and stockholders as the ultimate value received by
option holders is directly related to increases in the Company's stock price.
The Compensation Committee intends to evaluate additional grants annually
for the Named Executive Officers and other key personnel.
CHIEF EXECUTIVE OFFICER COMPENSATION
The annual base salary for Seth A. Bakes for fiscal year 1998 was based upon
certain salary and performance guidelines outlined in a January 1997 letter
agreement (as amended) with Mr. Bakes. In conjunction with the terms of this
agreement, Mr. Bakes' base salary for fiscal year 1998 was initially set at
$175,000 and subsequently increased to $200,000 in August 1997 for the remainder
of the fiscal year.
DEDUCTION LIMITED FOR EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code ("Section 162(m)") limits
federal income tax deductions for compensation paid to the Chief Executive
Officer and the four other most highly compensated officers of a public company
to $1 million per officer in any year, but contains an exception for
performance-based compensation that satisfies certain conditions.
The 1993 Plan is structured so that any compensation deemed paid to an
executive officer when he exercises an outstanding option under the 1993 Plan
will qualify as compensation which will not be subject to the $1 million
limitation exception to the deduction limit.
While it is unlikely that other compensation payable to any Executive
Officer would exceed the deduction limit in the near future, the Compensation
Committee has not yet considered whether it will seek to qualify compensation
other than options for the performance-based exception or will prohibit the
payment of compensation that would exceed the deduction limit. However, in
approving the amount and form of compensation for Executive Officers, the
Compensation Committee will continue to consider all elements of cost to the
Company of providing that compensation.
Submitted by the Compensation Committee of the Company's Board of Directors:
David A. Heenan, Chairman
John W.A. Buyers
Clinton R. Churchill
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PERFORMANCE GRAPH
The following performance graph shows the percentage change in cumulative
total return to a holder of the Company's Class A Common Stock, assuming
dividend reinvestment, compared with the cumulative total return, assuming
dividend reinvestment, of the Standard & Poor's 500 Stock Index and the peer
group indicated below, during the period from December 14, 1993 through March
31, 1998.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
C. BREWER HOMES, INC. S & P 500 STOCK INDEX PEER GROUP
<S> <C> <C> <C>
12/14/93 $100.00 $100.00 $100.00
3/31/94 $104.17 $97.55 $89.96
3/31/95 $50.00 $112.74 $64.91
3/31/96 $34.89 $148.93 $82.34
3/31/97 $20.83 $178.41 $80.81
3/31/98 $16.67 $264.03 $174.14
PEER GROUP COMPANIES
CENTEX CORP PULTE CORP
CONTINENTAL HOMES HOLDING CP RYLAND GROUP INC
D R HORTON INC SCHULER HOMES INC
ENGLE HOMES INC STANDARD PACIFIC CP
HOVNANIAN ENTRPRS INC CL A SUNDANCE HOMES INC
INCO HOMES CORP TOLL BROTHERS INC
KAUFMAN & BROAD HOME UDC HOMES INC LP
LENNAR CORP WASHINGTON HOMES INC
ORIOLE HOMES CORP CL B WEBB (DEL E) CORP
PRESLEY COMPANIES
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John W.A. Buyers was a member of the Compensation Committee of the Board of
Directors of the Company during the last fiscal year. Mr. Buyers is also the
Chairman of the Board of Directors of the Company, as well as the Chairman and
President of Buyco and Chairman and Chief Executive Officer of CBCL. Mr. Buyers
owns greater than ten percent of the outstanding shares of Buyco, of which CBCL
is a wholly owned subsidiary.
RELATIONSHIPS WITH C. BREWER AND COMPANY, LIMITED
C. Brewer Homes, Inc., a Delaware corporation, is a land developer and
homebuilder in the State of Hawaii with land holdings and operations on the
islands of Maui, Kauai, and Hawaii. The Company's executive offices are located
at 255-A East Waiko Road, Wailuku, Maui, Hawaii 96793, and its telephone number
is (808) 242-6833. The Company was initially incorporated in the State of Hawaii
in October 1970 and for more than 20 years operated as the wholly owned real
estate development and investment
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subsidiary of C. Brewer and Company, Limited. During this period, the Company
developed expertise in obtaining entitlements and in selling land, mainly to
developers for commercial projects, golf courses, residential developments and
agricultural subdivisions. Pursuant to a restructuring and distribution (the
"Restructuring"), effected immediately prior to the consummation of the
Company's initial public offering of Class A Common Stock in December 1993, all
of the 5,750,000 outstanding shares of the Class B Common Stock of the Company
were distributed by CBCL to Buyco, which in turn distributed such stock to its
then 74 stockholders. The Company changed its state of incorporation to Delaware
in 1994.
Initially a trading company, in 1876 CBCL's business became principally
focused on the operation of sugar plantations and, over the subsequent years,
CBCL increased its landholdings to support this business. In the late 1970s and
early 1980s, CBCL diversified into other businesses, including the growing,
packaging and marketing of macadamia nut, guava, and coffee products, as well as
the distribution of industrial products and services. CBCL was an independent,
publicly traded company listed on the New York Stock Exchange until 1978, when
it was acquired by International Utilities Corporation. In 1986, a group of
investors led by John W.A. Buyers, CBCL's Chairman and Chief Executive Officer,
formed Buyco, which completed a leveraged buyout of CBCL.
In connection with the Restructuring, the Company and CBCL entered into a
number of agreements for the purpose of defining their ongoing relationship,
including certain tax and other indemnification arrangements. These agreements
were not the result of negotiations between independent parties. There can be no
assurance that each of such agreements is, or all of them taken as a whole are,
on terms comparable to those that would have resulted from negotiations between
unaffiliated parties. The ongoing relationship between the Company and CBCL,
including the amendment of any of the agreements between the Company and CBCL,
could result in conflicts of interest between the Company and CBCL. Such
conflicts of interest will be resolved by a committee of the Board of Directors
of the Company comprised of two directors who are not officers or employees of
the Company or any of its affiliates, including CBCL ("Outside Directors"), and
one employee-director.
Set forth below are summaries of certain agreements, arrangements, and
transactions among the Company, CBCL, and certain of its affiliates. The
discussions with respect to such agreements are qualified in their entirety by
reference to the agreements as filed with the Securities and Exchange
Commission.
INTERCOMPANY AGREEMENT. The Intercompany Agreement between the Company,
CBCL, and certain of CBCL's affiliates provides:
(a) CBCL shall make available to the Company, at the Company's request,
various management services to the Company, including human resources and
risk management. The Company currently pays $2,500 per month to CBCL for
such services. In addition, CBCL shall be reimbursed for any
out-of-pocket expenses incurred in connection with providing the
services, as well as for extraordinary services. The provisions for such
services were formally extended through July 31, 1998 and are currently
continuing on a month to month basis. CBCL makes no representations or
warranties with respect to such services, except that CBCL agrees to
perform such services with the same degree of care, skill and prudence
customarily exercised in its own operations. CBCL is not liable for any
losses or damages suffered in respect to such services performed, other
than losses or damages arising from CBCL's intentional or negligent
failure to perform or its negligence in the performance of such services.
(b) CBCL and the Company grant each other access to certain records and
information in its possession. Each party was required to retain all such
information in its possession until December 1996, (other than tax
returns and related documents, which may be requested to be retained for
a longer period), and thereafter each party is required to give the other
party prior notice of any planned disposition of such information.
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(c) CBCL shall maintain insurance coverage for the Company under insurance
policies issued to CBCL, for which the Company shall pay a premium,
subject to renegotiation annually. The insurance includes property
damage, builders' risk, general and automobile liability, blanket crime
and fiduciary liability. Risks not covered under such policies or
programs are borne by the Company. Either party may terminate the
insurance coverage, in whole but not in part, on 120 days' prior written
notice. If the Company terminates the insurance coverage, the Company
will nonetheless be obligated to pay the then current annual premium. If
CBCL terminates the insurance coverage, the Company will receive a
pro-rata refund on the premium paid.
(d) CBCL grants to the Company in perpetuity (subject to the conditions
described below) an exclusive royalty-free right and license to use the
trade name, trademark, and service mark "C. Brewer" as the distinctive
portion of the Company's name and in connection with the development and
sale of real estate. The Company may sublicense the trademark and may
change the form and manner of the trademark, in each case subject to the
prior written approval of CBCL, which shall not be unreasonably withheld.
As a condition of the trademark license, the Company will establish and
maintain quality control standards, policies, and procedures acceptable
to CBCL. The trademark license may be terminated by CBCL only on an
uncured material breach of the provisions relating to the trademark
license or on the insolvency or liquidation of the Company.
(e) CBCL and their affiliated companies (other than the Company) will pay
all federal and state income taxes and other taxes accruing to the
affiliated group of corporations prior to the Restructuring and pay all
taxes arising from the Restructuring (including any taxes resulting from
the transfer of assets to CBCL and its affiliates pursuant to the
Restructuring); provided that the Company shall pay all taxes associated
with the Company's operations accruing after the Restructuring and
certain fees and conveyance taxes arising from the transfer of assets
from the Company to affiliates of CBCL as part of the Restructuring.
ASSET EXCHANGE AGREEMENT AND CONTRIBUTION AGREEMENT. The Company, CBCL, and
certain of CBCL's subsidiaries, in December 1993, entered into an Asset Exchange
Agreement (the "Asset Exchange Agreement") and a Contribution Agreement (the
"Contribution Agreement"), which together provided for the principal corporate
transactions required to effect the Restructuring, including the transfer to the
Company of CBCL's inventory of entitled land and certain unentitled land at
CBCL's historical cost basis, the transfer by the Company to CBCL of certain
unentitled, undeveloped land as well as the stock of Kilauea Irrigation Co.,
Inc., and the allocation between the Company and CBCL of certain liabilities.
The Asset Exchange Agreement contains representations by the parties thereto
regarding each company's ownership of the real property being transferred by it
in connection with the Restructuring. The Contribution Agreement contains
representations by CBCL and certain of its subsidiaries regarding their
ownership of the real property being contributed by them to the Company in
connection with the Restructuring.
Subject to certain exceptions, these agreements provide for assumptions of
obligations and liabilities and cross-indemnities designed to allocate financial
responsibility for general corporate liabilities and income taxes. The
liabilities assumed by the Company include certain liabilities specifically
assumed by the Company arising out of or in connection with the real property
transferred by the Company to CBCL. Liabilities assumed by CBCL include
liabilities primarily arising out of or in connection with real property
transferred to the Company by CBCL and to CBCL by the Company in the
Restructuring, including environmental liabilities and liabilities for any
deferred or rollback taxes with respect to such property. Both the Asset
Exchange Agreement and the Contribution Agreement include procedures for notice
and payment of indemnification claims and provide that a party required to
indemnify another party for a claim or suit brought by a third party may elect
to assume the defense of such claim. Any indemnification payments will be
adjusted to reflect the receipt of insurance proceeds and the effect of federal,
state and local taxes. In addition, to the extent that CBCL or any affiliate of
CBCL defaults in the making of any indemnification payments owed to the Company
and such default is not cured, the Company may offset
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<PAGE>
against such defaulted amounts any payments owed by it to CBCL pursuant to the
CBCL Land Option at a rate of $1.20 for every $1.00 of unpaid indemnification
obligation.
CBCL LAND OPTION. The Company, CBCL, and certain subsidiaries of CBCL are
parties to the CBCL Land Option which provides, among other things, that for 20
years from December 1993, the Company will have the option to purchase up to
approximately 1,982 acres of currently unentitled land in the State of Hawaii
from CBCL at its fair market value (less a discount of 3.5%, representing
customary selling costs avoided by CBCL) at the time of exercise of the option.
The Company will undertake an appraisal of such property at the time of exercise
of the option and will not be required to purchase any property at a price above
such appraisal (less a discount of 3.5%, representing customary selling costs
avoided by CBCL). In the event the Company and CBCL are unable to agree on a
fair market value, the fair market value will be determined by a three-party
appraisal procedure set forth in the CBCL Land Option.
If, prior to the Company' exercise of the CBCL Land Option, CBCL desires to
sell such property, the Company has a right of first offer and a right of first
refusal prior to the sale of such property to a third party upon the same terms
as those available to a third party. CBCL is restricted from developing or
causing to be developed any of its properties for residential use until December
15, 2003. However, CBCL retains the right (i) to subdivide its properties, (ii)
subject to the option and right of first refusal, to sell its properties, and
(iii) subject to the option and right of first refusal, to hold direct and
indirect interests in entities that are engaged in planning or construction of
such properties, provided that neither CBCL nor any of its subsidiaries controls
any such entity or is actively involved in the development of such residential
real estate.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Officers, directors and greater than ten percent stockholders are
required by Securities and Exchange Commission regulation to furnish the Company
with copies of all Section 16(a) reports they file.
Based solely on a review of the copies of such forms received by it, and on
written representations from certain reporting persons, the Company believes
that during the 1998 fiscal year all Section 16(a) filing requirements
applicable to its directors, officers, and ten percent stockholders were
complied with.
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PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The firm of PricewaterhouseCoopers LLP served as independent public
accountants for the Company for the fiscal year ended March 31, 1998. The Board
of Directors desires the firm to continue in this capacity for the current
fiscal year. Accordingly, a resolution will be presented to the meeting to
ratify the selection of PricewaterhouseCoopers LLP by the Board of Directors as
independent public accountants to audit the accounts and records of the Company
for the fiscal year ending March 31, 1999, and to perform other appropriate
services. In the event that stockholders fail to ratify the selection of
PricewaterhouseCoopers LLP, the Board of Directors would reconsider such
selection.
A representative of PricewaterhouseCoopers LLP will be present at the Annual
Meeting to respond to appropriate questions and to make a statement if such
representative desires to do so.
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PROPOSAL 3
AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY TO HAWAII LAND & FARMING COMPANY, INC.
The Board of Directors, in July 1998, adopted a resolution proposing that
the Company's Certificate of Incorporation be amended to change the name of the
Company to Hawaii Land & Farming Company, Inc. The proposed amendment would
restate Article First of the Company's Certificate of Incorporation as follows:
FIRST, the name of the corporation is Hawaii Land & Farming Company, Inc.
(the "Corporation").
The Board of Directors believes that it is in the Company's best interest to
change the Company's name to Hawaii Land & Farming Company, Inc. From late 1993
through early 1997, the Company's business strategy was focused primarily on the
construction and sale of homes. In early 1997, the Company expanded its business
strategy to include the development and sale of lots and parcels of land, which
had been the Company's primary business strategy prior to late 1993.
Accordingly, the change in the Company name is proposed to more appropriately
reflect the identity of the Company and the nature of its business.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered at the 1999 Annual Meeting
of Stockholders must be received by C. Brewer Homes, Inc. no later than April 3,
1999. The proposal must be mailed to the Company's principal executive offices,
255-A East Waiko Road, Wailuku, Hawaii 96793, Attention: Seth A. Bakes. Such
proposals may be included in next year's proxy statement if they comply with
certain rules and regulations promulgated by the Securities and Exchange
Commission. A stockholder proposal may also be considered at the 1999 Annual
Meeting, even if not included in next year's proxy statement, if the proposal is
delivered to or mailed and received at the Company's principal executive offices
prior to June 15, 1999. The Company's proxies shall have the discretionary
authority with respect to any matter for which the Company does not have notice
prior to June 15, 1999.
OTHER MATTERS
Management does not know of any matters to be presented at this Annual
Meeting other than those set forth herein and in the Notice accompanying this
Proxy Statement.
It is important that your shares be represented at the meeting, regardless
of the number of shares which you hold. YOU ARE, THEREFORE, URGED TO EXECUTE
PROMPTLY AND RETURN THE ACCOMPANYING PROXY IN THE ENVELOPE WHICH HAS BEEN
ENCLOSED FOR YOUR CONVENIENCE. Stockholders who are present at the meeting may
revoke their proxies and vote in person or, if they prefer, may abstain from
voting in person and allow their proxies to be voted.
By Order of the Board of Directors,
[SIGNATURE]
John W.A. Buyers
CHAIRMAN OF THE BOARD
September 4, 1998
Hilo, Hawaii
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C. BREWER HOMES, INC.
PROXY
1998 ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 14, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John W.A. Buyers and Seth A. Bakes, and
each or either of them as Proxies of the undersigned, with full power of
substitution, and hereby authorizes them to represent and to vote, as
designated below, all of the shares of Class A Common Stock and Class B
Common Stock of C. BREWER HOMES, INC. held of record by the undersigned on
August 21, 1998 at the 1998 Annual Meeting of Stockholders of C. Brewer
Homes, Inc. to be held on October 14, 1998, or at any adjournment thereof.
IMPORTANT: PLEASE DATE AND SIGN ON REVERSE SIDE
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/X/ PLEASE MARK
YOUR CHOICES
LIKE THIS.
FOR all nominees listed WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below
1. ELECTION OF
DIRECTORS / / / /
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
John W.A. Buyers David A. Heenan
Seth A. Bakes Paul C.T. Loo
Clinton R. Churchill Kent T. Lucien
FOR AGAINST ABSTAIN
2. To ratify the selection of
PricewaterhouseCoopers LLP
as independent auditors of
the Company. / / / / / /
3. To approve the adoption of an
amendment to the Company's Certificate
of Incorporation changing the name of the
Company to Hawaii Land & Farming
Company, Inc. / / / / / /
4. In their discretion, the Proxies are
authorized to vote upon such other matters
as may properly come before the meeting.
I plan to attend the meeting. / /
The Board of Directors recommends
a vote FOR Proposal Nos. 1, 2, and 3.
This Proxy, when properly executed, will
be voted as specified above. This Proxy
will be voted FOR Proposal Nos. 1, 2, and 3
if no specification is made.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature(s) Date
-------------------------------- ---------
Please sign exactly as your name(s) is (are) shown on the share certificate
to which the Proxy applies. When shares are held by joint tenants, both
should sign. When signing as an attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
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