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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 30, 1998
HAWAII LAND & FARMING COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22948 99-0145055
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State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
255-A EAST WAIKO ROAD, WAILUKU, HAWAII 96793
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(Address of Principal Executive Offices) (Zip Code)
808-242-6833
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Registrants telephone number, including area code
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Item 5. Other Events
On November 30, 1998, the Company changed its name to Hawaii Land & Farming
Company, Inc. The Company's stockholders approved this name change when they
approved the filing of an amendment to the Company's Certificate of
Incorporation at the Company's Annual Meeting of Stockholders on October 14,
1998. The Company filed the amendment on November 30th. In connection with the
name change, the Company's stock market symbol has been changed to HLCO.
On December 2, 1998, the Company's Class A Common Stock was delisted from
the Nasdaq National Market. The Company's Class A Common Stock now trades on
the OTC Bulletin Board.
The Company issued a press release with respect to the foregoing on
November 30, 1998. The full text of this press release is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit
Number Description
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99.1 Press Release dated November 30, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HAWAII LAND & FARMING COMPANY, INC.
(Registrant)
Date: 12/11/98 By /s/ Scott K. Okada
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SCOTT K. OKADA
Treasurer & Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT 99.1
CONTACT: Investor Relations
Telephone: 808/242-6833
FOR IMMEDIATE RELEASE
November 30, 1998
C. BREWER HOMES, INC. ANNOUNCES NAME CHANGE AND DELISTING FROM NASDAQ
Wailuku, Hawaii - C. Brewer Homes, Inc. announced that at its Annual
Stockholders Meeting the Company's stockholders approved the filing of an
amendment to its Certificate of Incorporation to change the Company's name to
Hawaii Land & Farming Company, Inc. The Company filed this amendment today, and
the name change has taken effect. In connection with the name change, the
Company has applied to change its stock market symbol to HLCO. This should take
effect this week. The Company's Board of Directors proposed the name change to
reflect the change in the Company's business focus from home-building to land
development and sales. The name change should also eliminate confusion between
the Company and C. Brewer and Company, Limited which was its former parent
company prior to the Company's initial public offering in 1993.
The Company also announced today it anticipates that its shares of Class A
Common Stock is likely to be delisted from the Nasdaq National Market some time
this week. The Company's total market value was too small to continue on the
Nasdaq National Market. Recently the Nasdaq National Market's holding company
announced a merger with the American Stock Exchange to form a combined stock
market which will challenge the NYSE. The Company also anticipates that its
Class A Common Stock will commence trading on the OTC Bulletin Board upon the
delisting by Nadsaq. Prospective purchasers or sellers of the Company's Class A
Common Stock should contact their stockbrokers for more information regarding
trading of Class A Shares.
This press release contains forward-looking statements regarding future
events and future performance of the Company that involve risks and
uncertainties that could cause actual results to differ materially. The Company
files from time to time with the Securities and Exchange Commission documents,
such as Form 10-K, Form 10-Q and Form 8-K reports, which contain a description
of certain factors that could cause actual results to differ from current
expectations and the forward-looking statements contained in this press release.
Hawaii Land & Farming Company, Inc. is a land developer with operations on
the islands of Maui, Kauai, and Hawaii.
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