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): September 5, 2006
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
Hawaii 0-565 99-0032630
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
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of incorporation) Identification No.)
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822 Bishop Street, P. O. Box 3440
Honolulu, Hawaii 96801
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(Address of principal executive office and zip code)
(808) 525-6611
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(Registrant's telephone number, including area code)
Not Applicable
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(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. below):
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|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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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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|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
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The information set forth below in Item 2.03 is incorporated into this
Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
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Off-Balance Sheet Arrangement of a Registrant.
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On September 5, 2006, Alexander & Baldwin, Inc. ("A&B"), Kukui'ula
Development Company (Hawaii), LLC ("Kukui'ula"), and DMB Communities LLC
(collectively, the "Safeco Indemnitors") entered into a General Agreement of
Indemnity ("Safeco Indemnity") in favor of Safeco Insurance Company of America
("Safeco").
The Safeco Indemnity was entered into in connection with Safeco's
execution of an agreement with Kukui'ula for the delivery of one or more bonds.
Kukui'ula is a real-estate development joint venture that is developing
approximately 1,000 acres of land on the South Shore of Kauai. The joint venture
is more fully described in Note 6 of the Notes to Consolidated Financial
Statements in A&B's most recently filed Form 10-K. Final subdivision approvals
have been received, and the bonds are being issued to cover various construction
activities at Kukui'ula, such as project amenities, roads, utilities and other
infrastructure, and subdivision improvements.
Under the Safeco Indemnity, the Safeco Indemnitors agree to indemnify
Safeco from all loss and expense in connection with any bonds for which it
serves as surety for Kukui'ula.
In connection with the Safeco Indemnity, Kukui'ula, A&B, DMB
Communities LLC, and DMB Kukui'ula LLC have separately entered into a Mutual
Indemnification Agreement ("Safeco Agreement"). Under the Safeco Agreement, the
parties agree that they shall each be proportionately liable (60% for DMB-
related entities and 40% for A&B) for all payments required to be made under the
indemnity.
In its Form 8-K filed on June 14, 2006, A&B disclosed that bonds with a
maximum aggregate amount of $250 million were expected to be issued by Travelers
Casualty and Surety Company of America ("Travelers"). The maximum amount of
bonds to be issued by Travelers outstanding at any point in time has been
reduced to approximately $125 million, and the aggregate amount of bonds
outstanding at any point in time to be issued by Safeco is approximately $100
million.
Under the indemnities with Safeco and Travelers, the maximum potential
amount of aggregate future payments is a function of the amount covered by
outstanding bond(s) at the time of default, reduced by the amount of work
completed. Bonds with an aggregate value of approximately $300 million are
expected to be issued and retired over the construction period. However, the
total amount of bonds outstanding at any point in time is not expected to exceed
approximately $250 million. In other words, assuming an event of default where
the maximum amount of bonds are issued and no work is completed, the maximum
potential amount of aggregate future payments under the indemnities is
approximately $250 million. Including amounts recoverable from DMB-related
entities under the Mutual Indemnification Agreements, the maximum potential
amount of aggregate future payments for A&B under the indemnities is
approximately $100 million.
The foregoing description of the Safeco Indemnity and Safeco Agreement
is qualified in its entirety by the terms of the Safeco Indemnity and Safeco
Agreement, which are filed hereto as Exhibits 10.1 and 10.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 General Agreement of Indemnity, among Alexander &
Baldwin, Inc., Kukui'ula Development Company
(Hawaii), LLC, and DMB Communities LLC, in favor of
Safeco Insurance Company of America, dated August 30,
2006 and entered into September 5, 2006.
10.2 Mutual Indemnification Agreement, among Kukui'ula
Development Company (Hawaii), LLC, DMB Kukui'ula LLC,
DMB Communities LLC, and Alexander & Baldwin, Inc.,
dated August 30, 2006 and entered into September 5,
2006.
SIGNATURE
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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.
Date: September 8, 2006
ALEXANDER & BALDWIN, INC.
/s/ Christopher J. Benjamin
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Christopher J. Benjamin
Senior Vice President,
Chief Financial Officer and
Treasurer