MLP » Topics » CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This excerpt taken from the MLP DEF 14A filed Mar 21, 2007.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In February 2007, the agreement to sell certain property to David C. Cole, our Chairman, President and Chief Executive Officer, closed escrow. In March 2006, the Company entered into an agreement to sell 190 acres of Upcountry Maui land and improvements thereon to Mr. Cole, for $4.9 million. The $4.9 million sales price represents a 3% discount from the average of the independent appraisals received by the Company, and the entire amount was paid in cash to the Company at the time of the closing. Subdivision of the land parcel was a condition precedent to the closing of the sale. As provided for in the purchase and sale agreement, in August 2006, the boundaries of the subject property were adjusted to accommodate natural topographic features based on completion of a survey map and, accordingly, an amendment to the agreement revised the sales price to $4.1 million for 157 acres. Prior to the closing of the sale, the Company leased the 3,500 square foot residence that is located on the property to Mr. Cole for $1,500 per month, which amount was at fair market value based on an estimate by a third party realtor. The property had been earmarked for sale in 2004 as part of the real estate that is considered non-core to the Company’s operations.

In August 2006, the Company entered into an agreement to sell approximately 89 acres of Upcountry Maui property for $3.6 million, to Director Duncan MacNaughton, who is also a member of the Compensation Committee. In November 2006, the agreement was cancelled at the request of Mr. MacNaughton and all deposits were returned.

In June 2005, the Company purchased a residential property in Upcountry Maui that includes a house and cottage on approximately 4 acres of land for $2.6 million. The purchase was made to provide housing for Thomas H. Juliano, an executive officer whom the Company hired in June 2005 and whose employment with the Company terminated in October 2006. The Company entered into a one-year rental agreement with Mr. Juliano at $4,000 per month, which amount was at fair market value. Mr. Juliano will vacate the property in June 2007 and the Company intends to enter into a rental agreement with Robert I. Webber, Chief Financial Officer & Senior Vice President/ Business Development of the Company. The rental fee for Mr. Webber will be no less than fair market value.

Review, Approval or Ratification of Transactions with Related Persons

The land sale transactions described above were structured in compliance with the Company’s policy for related party real estate sales. Such policy requires an independent appraisal of the property value, allows for a 3% discount to the sales price in lieu of broker’s commissions, and requires review and approval of the sales price by the Audit Committee of the Board of Directors. The Audit Committee reviewed the appraisals and the terms of the agreements with the other independent directors of the Board of Directors, and the sales were approved by all such independent directors.

The Company’s policy with regard to related party transactions is that all material transactions are to be reviewed by the Audit Committee for any possible conflicts of interest. The Committee will generally evaluate the transaction in terms of: (i) the benefits to the Company; (ii) the terms of the transaction; and (iii) the terms available to unrelated third parties or to employees generally. The Audit Committee will generally seek consensus of the transaction from the independent Directors.

This excerpt taken from the MLP DEF 14A filed Mar 27, 2006.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In March 2006, the Company entered into an agreement to sell 190 acres of Upcountry Maui land and improvements thereon to David C. Cole, our Chairman, President and Chief Executive Officer, for $4.9 million. The agreement was structured in compliance with the Company’s policy for related party real estate sales. Such policy requires two independent appraisals of the property value, allows for a 3% discount to the sales price in lieu of brokers commissions, and requires review and approval of the sales price by the Audit Committee of the Board of Directors. The $4.9 million sales price represents a 3% discount from the average of the independent appraisals received by the Company, and the entire amount is payable in cash to the Company at the time of the closing. Subdivision of the land parcel is a condition precedent to the closing of the sale. The Company estimates that the closing will occur in 2007. Prior to the closing of the sale, the Company will lease the 3,500 square foot residence that is located on the property to Mr. Cole for $1,500 per month, which amount is at fair market value based on an estimate by a third party realtor. The property had been earmarked for sale in 2004 as part of the real estate that is considered non-core to the Company’s operations.

The Company has also been engaged in initial discussions to potentially sell approximately 64 acres of Upcountry Maui land to Duncan MacNaughton, a director, for approximately $1.6 million. This potential sale is also being reviewed in accordance with the Company’s related party real estate sale policy referred to in the preceding paragraph.

In June 2005, the Company purchased a residential property in Upcountry Maui that includes a house and cottage on approximately 4 acres of land for $2.6 million. The purchase was made to provide housing for Thomas H. Juliano, a executive officer whom the Company hired in June 2005. The Company entered into a one-year rental agreement with Mr. Juliano at $4,000 per month, which amount is at fair market value.

This excerpt taken from the MLP DEF 14A filed Mar 29, 2005.

Certain Relationships and Related Transactions

        See information regarding Haleakala Ranch Company under "Executive Compensation—Compensation Committee Interlocks and Insider Participation."

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