-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CNouBs9O9goxpFkvSOe6TFuK4Q5gNaoMIujt7KrMyniT8PgYHe6Mz26gUSCNON3f qP9Pqdzs98VVAfHTF8E3aQ== 0000807985-02-000035.txt : 20020414 0000807985-02-000035.hdr.sgml : 20020414 ACCESSION NUMBER: 0000807985-02-000035 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALEXANDER & BALDWIN INC CENTRAL INDEX KEY: 0000003453 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 990032630 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-08884 FILM NUMBER: 02549061 BUSINESS ADDRESS: STREET 1: 822 BISHOP STREET STREET 2: PO BOX 3440 CITY: HONOLULU STATE: HI ZIP: 96801 BUSINESS PHONE: 8085256611 MAIL ADDRESS: STREET 1: 822 BISHOP STREET STREET 2: PO BOX 3440 CITY: HONOLULU STATE: HI ZIP: 96801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC/TN/ CENTRAL INDEX KEY: 0000807985 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 620951781 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6410 POPLAR AVENUE STE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 9017612474 MAIL ADDRESS: STREET 1: 6410 POPLAR AVENUE STREET 2: SUITE 900 CITY: MEMPHIS STATE: TN ZIP: 38119 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEASTERN ASSET MANAGEMENT INC DATE OF NAME CHANGE: 19880622 FORMER COMPANY: FORMER CONFORMED NAME: PROFESSIONAL PORTFOLIO MANAGEMENT INC DATE OF NAME CHANGE: 19890314 SC 13G/A 1 alex13g10.txt ALEXANDER & BALDWIN 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10)* Alexander & Baldwin, Inc. ________________________________________________________ (Name of Issuer) Common Stock _______________________________________________________ (Title of Class and Securities) 014482103 _______________________________________________________ (CUSIP Number of Class of Securities) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /X/ Rule 13d-1(b) / / Rule 13d-1(c) / / Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) CUSIP No. 014482103 13G _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS Southeastern Asset Management, Inc. I.D. No. 62-0951781 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee _____________________________________________________________________________ :(5) SOLE VOTING POWER : (Discretionary Shares) NUMBER OF SHARES BENEFICIALLY : 1,557,069 shares (3.8%) OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(6) NO VOTING POWER (Clients Vote Shares) 404,900 shares __________________________________________ :(7) SOLE DISPOSITIVE POWER (Discretionary Shares) : 1,880,003 shares (4.6) __________________________________________ :(8) NO DISPOSITIVE POWER (Clients Determine) : 81,966 shares _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (All Discretionary Shares with Voting Power) 1,557,069 shares (All Discretionary Shares with Dispositive Power) 1,880,003 shares _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES -X- _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.8% (All Discretionary Shares with Voting Power) 4.6% (All Discretionary Shares with Dispositive Power) _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IA _____________________________________________________________________________ CUSIP No. 014482103 13G _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS Longleaf Partners Fund I.D. No. 63-6147721 _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts Business Trust _____________________________________________________________________________ :(5) SOLE VOTING POWER : NUMBER OF SHARES BENEFICIALLY : 0 OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(6) SHARED VOTING POWER None __________________________________________ :(7) SOLE DISPOSITIVE POWER : 0 __________________________________________ :(8) SHARED DISPOSITIVE POWER : None _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 shares _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0 % _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IV _____________________________________________________________________________ CUSIP No. 014482103 13G _____________________________________________________________________________ (1) NAMES OF REPORTING PERSONS O. Mason Hawkins I.D. No. ###-##-#### _____________________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X _____________________________________________________________________________ (3) SEC USE ONLY _____________________________________________________________________________ (4) CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of United States _____________________________________________________________________________ :(5) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON __________________________________________ WITH :(6) SHARED VOTING POWER : None __________________________________________ :(7) SOLE DISPOSITIVE POWER : None __________________________________________ :(8) SHARED DISPOSITIVE POWER : None _____________________________________________________________________________ (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None (See Item 3) _____________________________________________________________________________ (10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES _____________________________________________________________________________ (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% _____________________________________________________________________________ (12) TYPE OF REPORTING PERSON IN _____________________________________________________________________________ Item 1. (a). Name of Issuer: Alexander & Baldwin, Inc. ("Issuer") (b). Address of Issuer's Principal Executive Offices: 822 Bishop Street Honolulu, HI 96813 Item 2. (a) and (b). Names and Principal Business Addresses of Persons Filing: (1) Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119 (2) Longleaf Partners Fund c/o Southeastern Asset Management, Inc. 6410 Poplar Avenue, Suite 900 Memphis, TN, 38119 (3) Mr. O. Mason Hawkins Chairman of the Board and C.E.O. Southeastern Asset Management, Inc. 6410 Poplar Ave., Suite 900 Memphis, TN 38119 (c). Citizenship: Southeastern Asset Management, Inc. - A Tennessee corporation Longleaf Partners Fund, a series of Longleaf Partners Funds Trust, a Massachusetts business trust Mr. O. Mason Hawkins - U.S. Citizen (d). Title of Class of Securities: Class A Common Stock (the "Securities"). (e). Cusip Number: 014482103 Item 3. If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2 (b), check whether the person filing is a: (d.) Investment Company registered under Sec. 8 of the Investment Company Act - Longleaf Partners Fund, a series of Longleaf Partners Funds Trust. (e.) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. This statement is being filed by Southeastern Asset Management, Inc. as a registered investment adviser. All of the securities covered by this report are owned legally by Southeastern's investment advisory clients and none are owned directly or indirectly by Southeastern. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Southeastern Asset Management, Inc. is the beneficial owner of any of the securities covered by this statement. (g.) Parent Holding Company. This statement is also being filed by Mr. O. Mason Hawkins, Chairman of the Board and C.E.O. of Southeastern Asset Management, Inc. in the event he could be deemed to be a controlling person of that firm as the result of his official positions with or ownership of its voting securities. The existence of such control is expressly disclaimed. Mr. Hawkins does not own directly or indirectly any securities covered by this statement for his own account. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Mr. Hawkins is the beneficial owner of any of the securities covered by this statement. Item 4. Ownership: (a). Amount Beneficially Owned: (At 12/31/01) (1). Discretionary Shares - Clients of Southeastern Asset Management, Inc. Sole Voting Power - 1,557,069 shares Sole Dispositive Power - 1,880,003 shares (2). Longleaf Partners Fund - 0 shares (b). Percent of Class: (1). Discretionary Shares - Clients of Southeastern Asset Management, Inc. Sole Voting Power - 3.8% Sole Dispositive Power - 4.6% (2). Longleaf Partners Fund - 0.0% Above percentages based on 40,484,055 shares of Common Stock outstanding. (c). Number of shares as to which such person has: (i). sole power to vote or to direct the vote: (1). Southeastern Asset Management, Inc. Discretionary Shares - 1,557,069 (3.8%) (2). Longleaf Partners Fund 0 shares (0.0%) (ii). No power to vote or to direct the vote: Southeastern Asset Management, Inc. - Non-Discretionary Shares for which beneficial ownership is expressly disclaimed - 404,900 shares (iii). sole power to dispose or to direct the disposition of: (1). Southeastern Asset Management, Inc. Discretionary Shares - 1,880,003 (4.6%) (2). Longleaf Partners Fund - 0 shares (0.0%) (iv). No power to dispose or to direct the disposition of: Southeastern Asset Management, Inc. - Non-Discretionary Shares for which beneficial ownership is expressly disclaimed - 81,966 shares Item 5. Ownership of Five Percent or Less of a Class: Combining accounts over which Southeastern has voting and investment discretion with those over which it has no voting or investment discretion, Southeastern's accounts own in the aggregate less than 5% of the Securities of the Issuer. Item 6. Ownership of More Than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signatures After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: February 14, 2002 Southeastern Asset Management, Inc. By /s/ Charles D. Reaves _______________________________________________ Charles D. Reaves Vice President and General Counsel Longleaf Partners Fund By Southeastern Asset Management, Inc. By /s/ Charles D. Reaves _______________________________________________ Charles D. Reaves Vice President and General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________________ Joint Filing Agreement In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of February 14, 2002. Southeastern Asset Management, Inc. By /s/ Charles D. Reaves _______________________________________________ Charles D. Reaves Vice President and General Counsel Longleaf Partners Fund By Southeastern Asset Management, Inc. By /s/ Charles D. Reaves _______________________________________________ Charles D. Reaves Vice President and General Counsel O. Mason Hawkins, Individually /s/ O. Mason Hawkins _______________________________________________ ALEX13G10.doc SCHEDULE 13G - Alexander & Baldwin, Inc. ("Issuer") Amendment No. 10 8 ALEX13G10.doc -----END PRIVACY-ENHANCED MESSAGE-----