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.

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.

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.

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