Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
MLP > SEC Filings for MLP > Form 8-K on 18-Mar-2009All Recent SEC Filings

Show all filings for MAUI LAND & PINEAPPLE CO INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MAUI LAND & PINEAPPLE CO INC


18-Mar-2009

Entry into a Material Definitive Agreement, Regulation FD Disclosure


Item 1.01 - Entry into a Material Definitive Agreement.

Maui Land & Pineapple Company, Inc., a Hawaii corporation ("MLP" or the "Company"), owns that certain real property commonly referred to as the "Kapalua Plantation Golf Course" (the "Golf Course"). Kapalua Land Company, Ltd., a Hawaii corporation and a wholly-owned subsidiary of MLP ("KLC"), owns all improvements, structures and fixtures on the Golf Course.

On March 17, 2009, MLP, KLC and TY Management Corporation, a Hawaii corporation ("Buyer"), entered into that certain Sale, Purchase and Escrow Agreement (the "Purchase Agreement"), pursuant to which, among other things, MLP and KLC agree to sell the Golf Course and all improvements, structures and fixtures on the Golf Course to Buyer for $50 million in cash (the "Transaction"). The closing of the Transaction is contingent upon, among other things, the satisfaction of certain customary closing conditions. The Transaction is expected to close by March 27, 2009.

Pursuant to the Purchase Agreement and in connection with the closing of the Transaction, (i) an affiliate of MLP will enter into a lease agreement (the "Ground Lease") with Buyer, with an initial term of 2 years, pursuant to which, Buyer will lease the Golf Course to such MLP affiliate which will operate the Golf Course; (ii) such MLP affiliate will enter into a lease agreement for the retail area of the Golf Course pro shop upon expiration of the Ground Lease for an initial term of 5 years; and (iii) MLP and Buyer will enter into an agreement regarding the Kapalua Club, identifying the rights and privileges members of the Kapalua Club will be afforded with respect to the Golf Course after the closing of the Transaction. The Ground Lease requires the Company to repair and replace the irrigation system at the Golf Course at its own cost and expense, subject to a cap of $5,000,000.

The foregoing summary of the terms of the Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which will be filed as an exhibit to the Company's periodic report for the corresponding period.

Forward-Looking Statements. Any statements contained in this Current Report on Form 8-K that refer to events that may occur in the future or other non-historical matters are forward-looking statements. These statements generally are characterized by the use of terms such as "may," "will," "should," "plan," "anticipate," "estimate," "predict," "believe" and "expect" or the negative of these terms or other comparable terminology. These forward-looking statements are based on the Company's expectations as of the date of this report and are subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Actual results could differ materially from those projected in the forward-looking statements as a result of the following factors, among others: (1) conditions to the closing of the Transaction may not be satisfied; (2) the Transaction may involve unexpected costs, unexpected liabilities or unexpected delays; and (3) the failure of the Transaction to close for any other reason. Given these uncertainties, the Company cautions investors and potential investors not to place undue reliance on such statements. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.



Item 7.01 Regulation FD Disclosure.

The following information set forth in this Item 7.01 of this Current Report on Form 8-K, including the text of the press release, attached as Exhibit 99.1 hereto, is being furnished to, but not filed with, the Securities and Exchange Commission.

On March 17, 2009, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the Company's execution of the Purchase Agreement.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1 Press Release, dated March 17, 2009.


  Add MLP to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for MLP - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.