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Hawaii Land
starting over as
private firm
Its name will change to
By Russ Lynch
Kehalani Development Co. to
better reflect the company's
core business
Star-BulletinHawaii Land & Farming Co., which started its publicly traded life as C. Brewer Homes Inc. and before that was a division of C. Brewer & Co., is getting a new start with another new name.
Its shares are no longer publicly traded now that Hawaii developer Stanford S. Carr of Maui has completed his buyout of the company.
Carr said in an interview last week that he plans to change the name to Kehalani Development Co., to reflect properly the company's main business, developing and marketing the 2,400-home Kehalani development at Wailuku, Maui.
"We've redesigned the community, designed it as a model master-planned community," he said.
Carr said it will have mini-parks, bikeways, elementary schools, 22 acres of commercial space and a range of housing, from seniors' units and entry-level homes to high end houses, with lots up to 12,000 square feet.
The company has 2,700 developable acres on Maui, Kauai and the Big Island.
Carr acknowledged that his purchase of all Hawaii Land & Farming shares gives him thousands of acres of prime land at a price lower than what he would have paid by buying the land itself.
A partnership he controls, Milwaukee Holdings LLC, ended up paying 50 cents a share for 8.3 million shares to own the company outright, a bit more than $4 million. The purchase was wrapped up at the end of March after a final shareholders' meeting approved the last step.
The price wasn't as low as it seemed, Carr said, because his partnership also assumed all of Hawaii Land & Farming's debt, more than $20 million.
Carr, however, said he is in a position to do what the debt-strapped, publicly held Hawaii Land couldn't -- move ahead at a rapid pace with completing and selling the homes.
C. Brewer & Co. spun the home-building operation off into a separate publicly held business, C. Brewer Homes, in 1993. It was mostly in the business of taking raw land historically owned by the old "Big Five" agricultural company, subdividing and developing it, then building and selling residences on it.
The company ran into hard times because of Hawaii's economic slump and by 1998 was heavily in debt. It had to give up trying to develop its own subdivisions and was instead selling development-approved land to other developers.
Its chairman, J.W.A. "Doc" Buyers, who is also chairman of C. Brewer & Co. and ML Macadamia Orchards LP, came up with idea of merging the home-building and macadamia business, to take advantage of the macadamia businesses preferred tax status as an agricultural partnership.
That was the origin of the plan to change the name to Hawaii Land & Farming.
However, the macadamia partnership shareholders voted against the merger and both the ML Macadamia and the development company incurred big costs related to the failed merger effort.
The company name change was put into effect anyway and Hawaii Land & Farming continued to scramble for ways to cover its debt, then past due.
Carr entered the picture when Buyers and other major shareholders agreed in March 1999 to sell him a majority of the shares for an initial investment of $1.5 million. There were delays, partly having to do with how the company's debt would be handled, but by the beginning of December 1999, Carr was in control. He then offered 50 cents a share for the rest of the stock and that was the transaction finally approved at the stockholders meeting March 27.
"All the proxies were voted in favor of buying out the minority shareholders and a certificate of merger was filed in Delaware on the 28th," Carr said.
Shareholders should receive their checks soon, he said.
Carr has led the development of a number of Hawaii housing projects, such as the Iwalani project at Kapolei and the luxury-home Wailea Fairways on Maui. In mid-1999, he and some partners paid $10.4 million for the Times Square Shopping Center in Pearl City.
