Maui Land & Pineapple Company, Inc. Announces Completion of Repurchase of Senior Secured Convertible Notes


LAHAINA, Hawaii–(BUSINESS WIRE)–Maui Land & Pineapple Company, Inc. (NYSE:MLP – News) today announced that it has successfully retired all of its $40 million of senior secured convertible notes. The Company repurchased the notes at 90% of face value, inclusive of a 2% lock-up fee previously paid to the note holders, utilizing proceeds from its just completed, over-subscribed, $40 million shareholder rights offering.

The Company plans to use the remaining proceeds from the rights offering for general working capital purposes in its resort and real estate development operations.

“The rights offering and retirement of our convertible notes represent significant steps in our continuing efforts to strengthen our financial condition,” said Warren H. Haruki, Chairman and Interim Chief Executive Officer of MLP. “We are grateful for the confidence demonstrated by our shareholders in the long-term prospects of the Company,” he added.

Maui Land & Pineapple Company, Inc. Announces Completion of Repurchase of Senior Secured Convertible Notes – Yahoo! Finance

Steve Case’s ownership in ML&P now at 62.8 percent

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WAILUKU – AOL co-founder Steve Case has significantly expanded his stake in Maui Land & Pineapple Co., buying additional stock that increases his ownership to 62.8 percent of the company.

Case paid $15.6 million to acquire an additional 4 million shares, according to a report filed Monday with the federal Securities and Exchange Commission. The deal comes just days after Case paid $16.5 million to acquire 4.27 million shares July 28, under a rights offering by the company.

The back-to-back transactions more than triple Case’s holdings in Maui Land & Pineapple, to a total ownership of 11.8 million shares. Continue reading ‘Steve Case’s ownership in ML&P now at 62.8 percent’

Maui Land & Pine loses $4.6M in 2nd quarter


Maui Land & Pineapple Co. Inc. lost $4.6 million, or 57 cents per share, in the second quarter of 2010, the company said Monday.

The losses are significantly lower than the $54.2 million, or $6.75 per share, the company lost in the year-earlier period.

Maui Land recorded $8.3 million in revenue for the quarter, compared to $8.7 million in the second quarter of 2009.

In the first half of the year, the company’s net loss was $7.3 million, or 90 cents per share — an improvement from a loss of $67.4 million, or $8.40 per share, for the same period a year ago.

Revenue totaled $19 million from January through June, compared to $19.5 million for the first six months of 2009.

The net loss for the first half of the year includes a $3.4 million credit recognizing the termination of post-retirement benefits earlier this year and a profit before taxes of about $2.5 million from the sale of real estate and part of the company’s former administrative offices in Kahului on Maui.

Maui Land & Pine loses $4.6M in 2nd quarter – Hawaii News – Staradvertiser.com

Case boosts investment in ML&P

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AOL founder could have majority stake after stock sale done

By ILIMA LOOMIS, Staff Writer

WAILUKU – AOL co-founder Steve Case added to his investment in Maui Land & Pineapple Co. this week by purchasing an additional 4.27 million shares under a rights offering by the company.

Case acquired the stock at a price of $3.85 per share, to invest another $16.5 million into the struggling company, according to a report filed with the federal Securities and Exchange Commission on Wednesday.

The sale was made under a plan by ML&P to raise cash by selling 10.4 million new shares to existing stockholders.

The company made a separate announcement this week that it had completed the sale on the New York Stock Exchange.

The proceeds will be used to retire $40 million in convertible notes, giving the company some relief from its significant debt.

Under the offering, each stockholder was offered the right to purchase a limited number of the new shares, in proportion to the size of their previous stake in the company. Case purchased all of the shares that were offered to him.

But he could have access to as many as 6.1 million additional shares if the company’s other stockholders don’t sign up for the rights offering and shares set aside for them are left unsold. The company reported that Case indicated his interest in potentially acquiring all those shares if they were available.

In its report filed with the SEC, the company said Wednesday that it had not yet determined how the unsold stock would be allocated among the investors who wished to purchase it.

With the 7.75 million shares he now owns, Case currently holds a 41.2 percent stake in ML&P, a controlling interest in the company.

But the company said that, depending on how many of the additional shares are allocated to Case, an additional purchase could increase his stake in the company to more than 50 percent.

That could give him even more decision-making power than he already has. Continue reading ‘Case boosts investment in ML&P’

ML&P nears deal to pay off $40 million debt

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Maui Land & Pineapple Co. has completed definitive agreements with all holders of $40 million of its debt to repurchase the notes.

In a filing with the Securities and Exchange Commission Tuesday, the company said it had reached agreement with the last remaining noteholders on July 22. It had earlier stated that four-fifths of the creditors had agreed to the deal.

As a result, debt-laden ML&P hopes to retire a large chunk of its obligations that otherwise would have required it to go to financial markets to refinance the $40 million as early as next year. Considering the company’s money-losing status, refinancing would have been difficult and expensive.

Inability to replace the debt with new debt or retire it could have triggered incidents of default with other corporate loans.

In May, the board of directors authorized an additional 20 million shares to be offered to the creditors. Continue reading ‘ML&P nears deal to pay off $40 million debt’

Summary of MAUI LAND & PINEAPPLE CO INC | Form 8-K


Form 8-K for MAUI LAND & PINEAPPLE CO INC27-Jul-2010

Entry into a Material Definitive Agreement

Item 1.01 – Entry into a Material Definitive Agreement

Maui Land & Pineapple Company, Inc. (the “Company”) issued senior secured convertible notes in the aggregate principal amount of $40 million in July 2008 (the “Notes”). The Notes mature on July 15, 2013, bear interest at 5.875% per annum and are currently convertible into common stock of the Company at a conversion price of $30 per share.

As previously announced, the Company entered into Convertible Note Purchase Agreements, pursuant to which the Company has agreed to repurchase the Notes, with holders of Notes who hold, in the aggregate, $32.5 million of the principal amount of the Notes, or approximately 81% of all of the Notes currently outstanding.

On July 22, 2010, the Company entered into Convertible Note Purchase Agreements with the holders of the remaining outstanding Notes on the same terms. In total, the Company has entered into Convertible Note Purchase Agreements with the holders of Notes who hold, in the aggregate, 100% of all of the Notes currently outstanding.

Summary of MAUI LAND & PINEAPPLE CO INC – Yahoo! Finance

ML&P goes ahead with plan to raise $40M

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Maui Land & Pineapple Co. has filed registration documents to proceed with a previously announced plan to convert some of its debt into equity.

On Thursday, the company said it intends to pursue a rights offering for up to $40 million of its common stock. That means it will offer existing stockholders the right to purchase additional shares in the company, raising money that will be used to pay back lenders.

ML&P said shareholders have already subscribed to $27.5 million of the offering.

If the rights offering is sold out, ML&P will repurchase all of its outstanding senior secured convertible notes – a kind of debt that allows lenders to take what they’re owed in the form of stock, if they’re not paid off in cash.

Continue reading ‘ML&P goes ahead with plan to raise $40M’

Summary of MAUI LAND & PINEAPPLE CO INC – Yahoo! Finance


Form 8-K for MAUI LAND & PINEAPPLE CO INC

Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 13, 2010, Maui Land & Pineapple Company, Inc. (the "Company") held its 2010 annual meeting of shareholders, or the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The number of shares of the Company’s common stock, or the Common Stock that were outstanding as of March 12, 2010, which was the record date for the Annual Meeting, was approximately 8,518,033. The final results of the voting at the Annual Meeting are as follows:

Proposal 1: To amend the Company’s Restated Articles of Association to change the number of members of the Board of Directors to not less than five (5) nor more than nine (9), and to declassify the Board of Directors.

Shares voted for:       7,535,426
Shares voted against:      43,656
Shares abstained:          17,685
Broker Non-Votes:               0

Proposal 2: Election of Directors to serve for a one-year term or until their successors are elected and qualified if Proposal No. 1 is approved:

                      Shares Voted    Shares     Broker
                          For        Withheld   Non-Votes
Stephen M. Case          5,972,951     60,694   1,563,122
Warren H. Haruki         5,971,766     61,879   1,563,122
David A. Heenan          5,575,123    458,522   1,563,122
Kent T. Lucien           5,971,401     62,244   1,563,122
Duncan MacNaughton       5,972,571     66,154   1,563,122
Arthur C. Tokin          5,972,571     61,074   1,563,122
Fred E. Trotter III      5,967,637     66,008   1,563,122

Proposal 3: Election of Directors to serve for a three-year term or until their successors are elected and qualified if Proposal No. 1 is not approved:

                  Shares Voted    Shares     Broker
                      For        Withheld   Non-Votes
David A. Heenan      5,701,813    331,832   1,563,122
Kent T. Lucien       5,970,251     63,394   1,563,122
Arthur C. Tokin      5,966,446     67,199   1,563,122

Proposal 4: To amend the Company’s Restated Articles of Association to authorize an additional 20,000,000 shares of the Common Stock:

Shares voted for:       7,139,064
Shares voted against:     416,117
Shares abstained:          41,586
Broker Non-Votes:               0

Proposal 5: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2010:

Shares voted for:       7,543,956
Shares voted against:      47,624
Shares abstained:           5,187
Broker Non-Vote:                0

Summary of MAUI LAND & PINEAPPLE CO INC – Yahoo! Finance

Maui Land & Pineapple Reports 2010 1st Quarter Results – MarketWatch

KAHULUI, Hawaii, May 10, 2010 (BUSINESS WIRE) — Maui Land & Pineapple Company, Inc. reported a net loss of $2.7 million or $0.33 per share for the first quarter of 2010, compared to a net loss of $13.2 million or $1.65 per share for the first quarter of 2009. Consolidated revenues were $10.7 million for both the first quarter of 2010 and 2009. Better operating performance and overhead cost reductions, and $3.4 million of gains due to the termination of the Company’s post-retirement life insurance plan and the elimination of medical benefits for non-bargaining retirees resulted in improved financial performance in the first quarter of 2010. In addition, in December 2009, the Company ceased its Agriculture segment operations, which generated an operating loss of $2.5 million in the first quarter of 2009. The Company’s $50 million cash sale of the Plantation Golf Course in March 2009 was accounted for as a financing transaction and, accordingly, no gain was recognized in the first quarter of 2009 results. Continue reading ‘Maui Land & Pineapple Reports 2010 1st Quarter Results – MarketWatch’

SEC Filings for MLP – MAUI LAND & PINEAPPLE CO INC

Form 8-K for MAUI LAND & PINEAPPLE CO INC


19-Apr-2010

Change in Directors or Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e) On April 12, 2010, the Compensation Committee of the Board of Directors of Maui Land & Pineapple Company, Inc. (the "Company") approved an annual salary increase to $225,000 for Ryan L. Churchill. The compensation adjustment was made in recognition of Mr. Churchill’s February 8, 2010 appointment as the Company’s President and Chief Operating Officer.

Summary of MAUI LAND & PINEAPPLE CO INC – Yahoo! Finance

MLP: MAUI LD & PINEAPPLE INC SEC Filings | SCHEDULE 14A Proxy Statement

MAUI LAND & PINEAPPLE COMPANY, INC.

April 19, 2010

To Our Shareholders:

We are pleased to invite you to our 2010 Annual Meeting of Shareholders, which will be held on Thursday, May 13, 2010 at 8:30 a.m. at the Kapalua Village Center Conference Room in Lahaina, Maui, Hawaii.

At the meeting, we will (1) vote upon an amendment to the Restated Articles of Association to change the minimum and maximum number of members of our Board of Directors to not less than five (5), nor more than nine (9), and to declassify the Board of Directors; (2) if Proposal No. 1 is approved, elect seven (7) members to our Board of Directors for a one-year term; (3) only if Proposal No. 1 is not approved, elect three Class Two directors for a three-year term; (4) vote upon an amendment to the Restated Articles of Association to authorize an additional 20,000,000 shares of the Company’s Common Stock; (5) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 2010 fiscal year, and (6) transact such other business as may properly come before the meeting or any continuation, postponement or adjournment of the meeting. We know of no other matters to be brought up at the meeting.

This meeting is an opportunity to communicate with our shareholders and it is important that your shares be represented and voted whether or not you expect to attend the meeting in person. You may vote your shares by proxy using the Internet, by telephone, or by returning the enclosed proxy card or voting instruction form forwarded by your bank, broker or other holder of record. Please review the instructions on the enclosed proxy card or voting instruction form regarding each of these voting options. If you attend the meeting, you may withdraw your proxy and vote in person, if you wish.

We look forward to seeing you at the meeting should you be able to attend.

Sincerely,

WARREN H. HARUKI
Chairman


MAUI LAND & PINEAPPLE COMPANY, INC.
870 Haliimaile Road
Makawao, Maui, Hawaii 96768-9768
(808) 877-3351 begin_of_the_skype_highlighting              (808) 877-3351                 (808) 877-3351       (808) 877-3351 (808) 877-3351



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS



TO THE SHAREHOLDERS OF
    MAUI LAND & PINEAPPLE COMPANY, INC.:

Notice is hereby given that the Annual Meeting of Shareholders of Maui Land & Pineapple Company, Inc. will be held on Thursday, May 13, 2010 at 8:30 a.m., local time, at the Kapalua Village Center Conference Room in Lahaina, Maui, Hawaii for the following purposes: Continue reading ‘MLP: MAUI LD & PINEAPPLE INC SEC Filings | SCHEDULE 14A Proxy Statement’

Maui Land & Pineapple Company Inc. News – The New York Times


Latest Insider Trades

04/05/2010

CHURCHILL RYAN L
Payment of exercise price or tax liability by delivering/withholding secs incident to the receipt/exercise/vesting pursuant to Rule 16b-3

Shares sold: 966

Share price: $6.24

Trans. value: $6,027.84

04/05/2010

SUMIDA ADELE H
Payment of exercise price or tax liability by delivering/withholding secs incident to the receipt/exercise/vesting pursuant to Rule 16b-3

Shares sold: 644

Share price: $6.24

Trans. value: $4,018.56

04/05/2010

DURKIN JOHN P
Payment of exercise price or tax liability by delivering/withholding secs incident to the receipt/exercise/vesting pursuant to Rule 16b-3

Shares sold: 966

Share price: $6.24

Trans. value: $6,027.84

Maui Land & Pineapple Company Inc. News – The New York Times

Summary of MAUI LAND & PINEAPPLE CO INC – Yahoo! Finance

Form 8-K for MAUI LAND & PINEAPPLE CO INC


2-Apr-2010

Other Events

Item 8.01. Other Events

Maui Land & Pineapple Company, Inc. announced today that the New York Stock Exchange has accepted the Company’s plan for continued listing on the NYSE. As a result, the Company’s common stock will continue to be listed on the NYSE, subject to quarterly reviews by the NYSE to monitor the Company’s progress against the plan.

The NYSE notified the Company on January 11, 2010, that the Company had fallen below the NYSE’s continued listing standard requiring that it maintain an average market capitalization of at least $50 million over a consecutive 30 trading-day period. With the acceptance of the plan, the Company has 18 months from the original notification date in which to comply with the average market capitalization standard, subject to its compliance with the NYSE’s other continued listing requirements.

Summary of MAUI LAND & PINEAPPLE CO INC – Yahoo! Finance

Business Briefs – Hawaii Business – Star Bulletin

star

Maui Pine auction has good prices

KAHULUI » Maui Land & Pineapple Co. auctioned off a $23 million fresh fruit processing line for just $125,000.

Company President Ryan Churchill didn’t expect many bidders for the equipment because it is so specialized.

The auction held Tuesday at the Maui Beach Hotel drew more than 300 bargain hunters, with many more bidders online.

Maui Pine held the auction to sell off warehouses full of equipment after closing Maui’s last pineapple plantation late last year.

The company already has sold or leased some of its land and equipment to Haliimaile Pineapple Co. Haliimaile is trying to revive pineapple on a smaller scale.

Business Briefs – Hawaii Business – Starbulletin.com

Last pieces of Maui Pine sold at auction – The Maui News

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Going, going — now it’s gone

KAHULUI – The $23 million fresh fruit processing line that three years ago was supposed to represent the new future of Maui Pineapple Co. was auctioned Tuesday for $125,000.

"It’s so specialized," said Maui Land & Pineapple Co. President Ryan Churchill, noting that there weren’t likely to be a lot of buyers for the equipment.

More than 300 bargain hunters and looky-loos crowded the Elleaire Ballroom at the Maui Beach Hotel for an all-day extravaganza of hope that kept three auctioneers chattering in relays, as many more bidders were online, following the action from around the world.

ML&P closed down its Maui Pine subsidiary at the end of last year, selling or leasing some of its land and equipment to Haliimaile Pineapple Co. But the unwanted leftovers went on the block Monday, ranging from wrecked golf carts to never-used office equipment to a generating station that could power a city of 50,000.

It was a day when the complete newbie could go head to head with the experienced auction-goer and come away a winner.

Like Becky Woods, chief executive officer of Maui Economic Concerns of the Community, which runs Ka Hale A Ke Ola and other island homeless shelters. She noticed pictures of golf carts on the front page of The Maui News on Tuesday morning and decided to check it out.

Continue reading ‘Last pieces of Maui Pine sold at auction – The Maui News’

Great American Group(R)* Contracted to Manage Auction of Excess Assets of Maui Pineapple Company

WOODLAND HILLS, CA–(Marketwire – March 15, 2010) – Great American Group, Inc. (OTCBB: GAMR), a leading provider of asset disposition, valuation and appraisal services, announced they have been contracted to auction excess assets no longer required for the ongoing needs of Maui Pineapple Company.

The auction will take place on Tuesday, March 23rd, starting at 10:00 a.m. HT (Hawaii Time). Live simultaneous bidding will occur onsite and online. The sale will offer assets and equipment from three separate facilities and will include Processing & Cannery Equipment, Construction/Agriculture/Harvesting Machinery, Power Plant Generators, Trucks & Trailers, Facility Equipment, Machine Shop, Distribution and Warehouse Equipment, and much more! For detailed descriptions of all items available visit www.greatamerican.com or call 1-800-45GREAT.

Continue reading ‘Great American Group(R)* Contracted to Manage Auction of Excess Assets of Maui Pineapple Company’

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