Maui Land & Pineapple Co Inc – ‘SC 13D’ on 2/8/95 re: Maui Land & Pineapple Co Inc

As of:  Wednesday, 2/8/95   ·   Accession #:  63330-95-4   ·   File #:  5-06117

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8±    29K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION              
Washington, D.C.  20549               

SCHEDULE 13D                

Under the Securities Exchange Act of 1934               
(Amendment No.      )*                  

MAUI LAND & PINEAPPLE COMPANY, INC.                     
(Name of Issuer)                      

COMMON                  
(Title of Class of Securities)                

577345-10-1                   
(CUSIP Number)                    

JOSEPH W. HARTLEY JR.,          
P. O. BOX 187,  KAHULUI, HI 96732-0187            
808-877-3351        
(Name, Address and Telephone Number of Person           
Authorized to Receive Notices and Communications)   

January 30, 1995                
(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 is filing  
this schedule because of Rule 13d-1(b)(3) or (4), check here      .             

Check here if a fee is being paid with the statement   X  .  (A fee is not      
required only if the reporting person (1) has a previous statement on file      
reporting beneficial ownership of more than five percent of the class of        
securities described in Item 1, and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.   
See Rule 13d-7.)                                                                

Note:  Six copies of this statement, including all exhibits, should be filed    
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are    
to be sent.                                                                     

* The remainder of this cover page shall be filled out for a reporting          
person's initial filing on this form with respect to the subject class of       
securities and for any subsequent amendment containing information which would  
alter disclosures provided in a prior cover page.                               

The information required on the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act, but shall be subject to all other provisions of the Act (however, see  
the Notes).                                                                     

page 1 of 5                                                                     
CUSIP No.  577345-10-1                                                          
13D                                                                             

1.    Name of Reporting Person, SSN or IRS Identification No.:                  
JOSEPH W. HARTLEY JR.                                               
SSN:  307-32-2648                                                   

2.    Check appropriate box if a member of a group*:                            
  THE J. WALTER CAMERON FAMILY GROUP                          (a)    [X]
                                                              (b)    [ ]

3.    SEC use only                                                              

4.    Source of Funds*:  Not Applicable                                         

5.    Check box if disclosure of legal proceedings is required pursuant to      
  items 2(d) or 2(e)                                                 [ ]

6.    Citizenship or place of organization:  USA                                

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH               

7.    Sole voting power:  -0-                                                   

8.    Shared voting power:  4,481                                               

9.    Sole dispositive power:  -0-                                              

10.   Shared dispositive power:  -0-                                            

11.   Aggregate amount beneficially owned by each reporting person:  4,481      
 (The J. Walter Cameron Family Group beneficially own in the aggregate
718,851 shares)                                                     

12.   Check box if aggregate amount in row 11 excludes certain shares*   [X]    

13.   Percent of class represented by amount in row 11:  .3%                    

14.   Type of reporting person*:  IN                                            

page 2 of 5                                                                     

SCHEDULE 13D                                                                    

Item 1.     SECURITY AND ISSUER                                                 
Common Stock                                            
Maui Land & Pineapple Company, Inc.                     
120 Kane Street                                         
Kahului, Hawaii                                         

Item  2.    IDENTITY AND BACKGROUND                                             

a.    Joseph W. Hartley Jr.                                         
b.    P. O. Box 187, Kahului, Hawaii 96732-0187                     
c.    President of the issuer                                       
    d.    Mr. Hartley, during the past five years, has not been convicted in
a criminal proceeding                                   
e.    Mr. Hartley, during the past five years, was not a party to a 
          civil proceeding of a judicial or administrative body of competent
jurisdiction.                                           
f.    Citizenship:  USA                                             

Item 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS                  

Not applicable                                                      

Item 4.     PURPOSE OF TRANSACTION                                              

          The securities beneficially owned by Mr. Hartley consist of shares
  allocated to his account in the issuer's Employee Stock Ownership Plan
   (the "ESOP").  Mr. Hartley expects additional shares to be allocated to
that account pursuant to the normal operation of the ESOP, including
allocations that will occur as of December 31, 1994.                

       Mr.  Hartley expects to retire as president and chief executive
officer of the issuer on March 31, 1995.  He also expects to be     
nominated for election as a director at the issuer's 1995 annual    
  meeting.  In connection with a review of share ownership in the issuer
  by members of the J. Walter Cameron Family Group (the "Family Group"),
  Mr. Hartley has concluded that he should be considered a member of the
Family Group.  That conclusion reflects his view that members of the
  Cameron family have provided essential leadership to the issuer during
  his 37-year career with the issuer and its subsidiaries; his view that
    the issuer's interests will be furthered by the Family Group's continued
   ownership of substantial portions of the issuer's shares; Mr. Hartley's
 expectation that he will support and encourage continued ownership by
   the Family Group of a substantial block of the issuer's securities; Mr.
   Hartley's present intent in furtherance of those views to retain to the
  extent practicable after his retirement beneficial ownership of shares
  presently allocated to his ESOP account; and Mr. Hartley's expectation
that he will vote shares beneficially owned by him in support of    

page 3 of 5                                                                     

continued representation on the issuer's board of members or        
representatives of the Family Group.                                

       Except for the foregoing, and except for any plans or proposals
that may be presented to or formulated by the issuer's board of     
directors in the course of Mr. Hartley's responsibilities as the    
issuer's president and chief executive officer, or as a director if 
    elected to its board, Mr. Hartley has no plans or proposals which relate
to or would result in:  the acquisition by any person of additional 
   securities of the issuer or the disposition of the issuer's securities;
    an extraordinary corporate transaction, such as a merger, reorganization
   or liquidation, involving the issuer or any of its subsidiaries; a sale
  or transfer of a material amount of assets of the issuer or any of its
    subsidiaries; 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; any
   material change in the present capitalization or dividend policy of the
   issuer; any other material change in the issuer's business or corporate
   structure; changes in the issuer's charter or by laws, or other actions
    which may impede the acquisition or control of the issuer by any person;
   causing a class of the issuer's securities to cease to be authorized to
be quoted in an inter-dealer quotation system or registered national
securities association; a class of equity securities of the issuer  
 becoming eligible for termination of registration pursuant to Section
  12(g)(4) of the Securities Exchange Act of 1934; or any action similar
to any of those enumerated above.                                   

Item 5.     INTEREST IN SECURITIES OF THE ISSUER                                
a. & b. Beneficial Ownership of:                                    

The J. Walter Cameron Family Group                                  
Aggregate number of beneficially owned: 718,851         
Percent of Class: 40%                                   

   Beneficial ownership of the issuer's shares by members of the J. Walter
  Cameron Family Group, to the extent known to Mr. Hartley, is set forth
on Exhibit A hereto.                                                

Joseph W. Hartley Jr.                                               

Aggregate number of shares beneficially owned:  4,481               
Percent of Class:  .3%                                              

Number of shares as to which there is:                              

(i)   sole power to vote or to direct the vote:  -0-                
(ii)  shared power to vote or to direct the vote:   4,481           
(iii) sole power to dispose or direct that disposition: -0-         
(iv)  shared power to dispose or direct the disposition: -0-        

page 4 of 5                                                                     

 The foregoing figures do not include certain shares held by the ESOP,
    beneficial ownership of which is disclaimed by Mr. Hartley.  See Note B.
to Exhibit A.                                                       

c.  On January 24, 1995, Mary C. Sanford purchased 62 shares of the 
issuer's common stock in a private transaction at a price of $54 per
    share.  On January 26, 1995, Mary C. Sanford purchased 150 shares of the
   issuer's common stock at a price of $54 per share.  The transaction was
  effected through Monroe Securities Inc., a bulletin board market maker
of the issuer's common stock.                                       

Item 6.     CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH       
RESPECT TO SECURITIES OF ISSUER                         
See Item 4.                                                         

Item 7.     MATERIAL TO BE FILED AS EXHIBITS                                    

Exhibit A attached shows the members of the J. Walter Cameron Family
group, and share ownership information described therein.           

  After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,   
complete and correct.                                               

/s/ Joseph W. Hartley Jr.                   
Signature:____________________________                              

February 7, 1995                            
Date:_____________________________                                  

Name/Title:  JOSEPH W. HARTLEY JR.                                  

page 5 of 5                                                                     

EXHIBIT A 

THE J. WALTER CAMERON FAMILY GROUP  

PREAMBLE                                                                        

    The J. Walter Cameron Family Group (the "Group") consists of
Frances B. Cameron, Mary C. Sanford, Claire C. Sanford, Jared B. H. Sanford,    
Richard H. Cameron, Douglas B. Cameron and Joseph W. Hartley Jr.  Part A of     
this exhibit identifies shares of Maui Land & Pineapple Company, Inc. ("ML&P")  
owned individually by each member of the Group.  Part B identifies ML&P shares  
owned by entities for which members of the Group serve as trustees, general     
partners or directors.  Such entities are listed because group members holding  
such positions and/or the Group may, due to such positions, be deemed under     
Section 13 to share beneficial ownership of shares held by such entities.       
Inclusion in this exhibit of such entities does not mean or imply that such     
entities themselves constitute Group members.                                   

        The total number of ML&P shares beneficially owned by members of
the Group, including shares held by the entities listed in Part B, is 718,851   
shares, or 40% of ML&P's outstanding stock.                                     

A.    GROUP MEMBERS (Note A)                       Shares Held                  

        The following individuals hold sole voting and dispositive power
with respect to shares listed below, except as indicated in Notes B and C.      

(1)   Frances B. Cameron                                       -0-              
(mother of Mary C. Sanford and of                       
Colin C. Cameron, deceased)                             

(2)   Mary C. Sanford (including shares                     60,297              
held as Trustee of the                                  
Mary C. Sanford Trust)                                  

(3)   Claire C. Sanford                                     43,051              
(daughter of Mary C. Sanford)                           

(4)   Jared B. H. Sanford                                   43,050              
(son of Mary C. Sanford)                                

page 1 of 4                                                                     

(5)   Richard H. Cameron                                    34,360              
(son of Colin C. Cameron)                     (Note B)  

(a)   Jyl D. S. Cameron                                  500        
(wife; not a group member)                    (Note C)  

(b)   Jyl D. S. Cameron as Custodian                     100        
for Summer Cameron (daughter)                 (Note C)  

(c)   Richard H. Cameron as Custodian                    400        
for Summer Cameron (daughter)                           

(d)   Richard H. Cameron as Custodian                    400        
for Julia Cameron (daughter)                            

(e)   Richard H. Cameron as Custodian                    400        
for Mara Cameron (daughter)                             

(6)   Douglas B. Cameron                                    35,511              
(son of Colin C. Cameron)                               

(7)   Joseph W. Hartley Jr.                                  4,481              
                                            (Note B)

B.    RELATED ENTITIES                                 Shares Held              

      The following entities are record holders of the shares listed
below.                                                                          

(8)   Ethel S. Baldwin Trust                               180,087              
Trustees are Frances B. Cameron (1)                     
and Hawaiian Trust Co., Ltd.                            
Trust beneficiaries are Frances B.                      
Cameron and Mary C. Sanford (2).                          

(9)   J. Walter Cameron Trust                               20,360              
Trustees are Mary C. Sanford (2),                       
Claire C. Sanford (3),                                  
Richard H. Cameron (5),                                 
Margaret A. C. Alvidrez (Note A)                        
and Hawaiian Trust Co., Ltd.                            
Trust beneficiary is                                    
Frances B. Cameron (1).                                 

(10)  Colin C. Cameron Trust                                51,110              
Trustees are Richard H. Cameron (5),                    
Douglas B. Cameron (6),                                 

page 2 of 4                                                                     

Francis C. Ort (Note A),                                
Margaret A. C. Alvidrez (Note A),                       
and Hawaiian Trust Co., Ltd.                            
Trust beneficiaries are                                 
Richard H. Cameron, Douglas B. Cameron,                 
Margaret A. C. Alvidrez, Frances C. Ort                 
and Pamela A. Cameron (widow of                         
Colin C. Cameron).                                        

(11)  Cameron Family Partnership,                           99,776              
a limited partnership of which                          
Mary C. Sanford (2),                                    
Claire C. Sanford (3),                                  
Richard H. Cameron (5),                                 
and Frances C. Ort (Note A)                             
are the general partners.                               

(12)  Allan G. Sanford Trust                                39,029              
Trustee is Mary C. Sanford (2).                         
Beneficiaries are                                       
Claire C. Sanford (3), and                              
Jared B. H. Sanford (4).                                

(13)  Maui Publishing Company, Ltd.                        105,939              
Frances B. Cameron (1),                                 
Mary C. Sanford (2),                                    
Claire C. Sanford (3),                                  
Jared B. Sanford (4),                                   
Richard H. Cameron (5),                                 
Frances C. Ort (Note A) and                             
Margaret A. C. Alvidrez (Note A)                        
serve on the 10-member board of                         
directors of Maui Publishing Company, Ltd.              
Mary C. Sanford is the chairman, publisher              
and president, and Richard H. Cameron is the            
vice president, of that company.                        
Members of The Cameron Family Group are controlling     
shareholders of Maui Publishing Company, Ltd.           

NOTES:                                                                          

A.    As of the date of this filing, the reporting person's understanding is    
  that Margaret A. C. Alvidrez and Frances C. Ort (daughters of Colin C.
   Cameron) are no longer members of the Group.  Accordingly, this exhibit
does not include shares held by those individuals.                  

B.    The amounts listed for Richard H. Cameron and Joseph W. Hartley include   
    1,349 shares and 4,481 shares allocated as of December 31, 1993 to their
respective accounts                                                 

page 3 of 4                                                                     

    in the Maui Land & Pineapple Company, Inc. Employee Stock Ownership Plan
(the "ESOP"), which holds 150,788 shares of ML&P's common stock.    
Messrs. Cameron and Hartley hold shared voting power with respect to
    shares allocated to their respective ESOP accounts.  The ESOP Trustee is
required to vote shares allocated to a participant's account in     
    accordance with his or her instructions, and to vote shares for which no
    instructions are received and unallocated shares in the same proportions
as allocated shares are voted pursuant to instructions received.    
    Messrs. Cameron and Hartley comprise two of the five members of the ESOP
administrative committee.  The administrative committee holds       
 dispositive power with respect to shares held by the ESOP.  Committee
action requires the approval of a majority of its members, and the  
  committee is required to perform its duties solely in the interests of
plan participants.  Accordingly, Messrs. Cameron and Hartley each   
disclaim beneficial ownership of shares held by the ESOP (other than
    shares allocated to their respective ESOP accounts), and such shares are
not included in their ownership figures.  If beneficial ownership of
 such shares were attributed to Messrs. Cameron and Hartley and to the
  Group, the aggregate beneficial ownership of each of those individuals
and of the Group would be as follows:                               

Richard             Joseph      
     C. Cameron           W. Hartley       Group

Sole Voting             34,211              0                 0                 
Power                                                                       

Shared Voting          279,134             4,481             863,809            
Power                                                                       

Sole Dispositive        34,211              0                 0                 
Power                                                                       

Shared                 428,573           150,788             863,809            
Dispositive                                                                 
Power                                                                       

Aggregate Shares       428,573           150,788             863,809            
Beneficially                                                                
Owned                                                                       

Percentage of            23.8%               8.4%              48.1%            
Outstanding                                                                 
Shares                                                                      

C.    Richard H. Cameron may be deemed to share voting and dispositive power    
with respect to the shares held by Jyl D. S. Cameron.               

page 4 of 4                                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
		3/31/95		10-K,  10-Q,  ARS,  DEF 14A
Filed on:		2/8/95
		2/7/95
		1/30/95
		1/26/95
		1/24/95
		12/31/94		10-K,  ARS,  DEF 14A
		12/31/93
				List all Filings