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
ALEXANDER
& BALDWIN, INC.
(Exact
name of registrant as specified in its charter)
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Hawaii
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000-00565
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99-0032630
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification
No.)
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822
Bishop Street, P. O. Box 3440
Honolulu, Hawaii 96801
(Address
of principal executive office and zip code)
(808)
525-6611
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
2.02. Results of Operations and Financial
Condition.
Alexander & Baldwin, Inc.
issued a press release on February 4, 2009, announcing its 2008 fourth quarter
and full year consolidated earnings. This information, attached as
Exhibit 99.1, is being furnished to the SEC pursuant to Item 2.02 of
Form 8-K.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
On April 20, 2006, Alexander &
Baldwin, Inc. (“A&B”) entered into a three-year unsecured note purchase and
private shelf agreement, dated as of April 19, 2006, (“Agreement”) with
Prudential Investment Management, Inc., The Prudential Insurance Company of
America, Prudential Retirement Insurance and Annuity Company, Gibraltar Life
Insurance Co., Ltd., and The Prudential Insurance Company, Ltd. (individually
and collectively, “Prudential”) under which A&B may issue notes to
Prudential in an aggregate amount up to $400,000,000 less the sum of all
principal amounts then outstanding on any notes issued by A&B or any of its
subsidiaries to Prudential and the amount of any such notes then committed to be
purchased by Prudential. The Agreement is more fully described in an
8-K filed with the Securities and Exchange Commission on April 21,
2006.
On January 29, 2009, A&B
committed to a fourth series of senior promissory notes, Series D notes,
totaling $100 million. The funding date for the draw under the facility will be
at A&B’s discretion, but must occur by March 9, 2009. The notes carry
interest at an annual fixed rate of 6.9 percent with a final maturity on March
9, 2020. Interest will be paid semi-annually, commencing in September 2009, and
the principal under the note will be repaid in annual installments commencing in
March 2012 according to the following schedule (in millions):
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Principal
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Payments
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2012
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$
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10.00
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2013
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5.00
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2014
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5.00
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2015
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5.00
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2016
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10.00
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2017
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16.25
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2018
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16.25
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2019
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16.25
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2020
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16.25
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Total
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$
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100.00
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Item
9.01. Financial Statements and Exhibits.
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99.1
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Press
Release announcing 2008 fourth quarter and full year consolidated earnings
issued on February 4, 2009.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALEXANDER & BALDWIN,
INC.
/s/ Christopher J.
Benjamin
Chief Financial Officer and
Treasurer
