Steve Case backs
investment venture

David Cole, CEO of Maui Land &
Pineapple, will decide what to invest in

Maui Land & Pineapple Co. Chief Executive David Cole and the company's largest shareholder, America Online founder Steve Case, are creating a limited liability company to make investments.

Cole, who has worked with Case as a colleague and investment partner since the early 1990s, will put in $100,000 and Case will contribute 100,000 times the price of Maui Pine's stock -- less $1.325 million -- on the day before the funding of the company, according to a filing yesterday with the Securities and Exchange Commission. The company is expected to be formed by the end of this month, the filing said.

Maui Pine's stock closed down 24 cents yesterday at $37.91. At that value, Case's contribution would be roughly $2.5 million.

After Cole receives a special allocation of income equal to the initial contributions of both Cole and Case, all other income will be allocated equally between the two investors, the filing said.

The agreement replaces a contemplated agreement from 2003, Cole said, that would have given him the right to purchase 100,000 shares of MLP common stock owned by the Stephen M. Case Revocable Trust for $13.25 a share. The trust owns 3.1 million shares of MLP.

Cole or a Delaware corporation that he owns, Aquaterra Inc., will make essentially all the investment decisions, the filing said.

"We're very interested in sustainable technologies, agriculture, aquaculture and related areas," Cole said yesterday.

Cole, who also is president of MLP, grew up in Windward Oahu and graduated from the University of Hawaii. He was hired by MLP in October 2003 after spending 25 years on the mainland heading businesses involving software, Internet services and organic farming.

Case, a Punahou graduate, is the controlling shareholder of MLP and owner of Grove Farm Land Corp. on Kauai. In April, Case created a Washington, D.C.-based wellness and healthy living company called Revolution LLC. Revolutions' businesses include Miraval: Life in Balance, a Tucson, Ariz.-based health and fitness spa, and LIME Media, a Bluefield, W. Va.-based cable company.

In addition, the company announced yesterday it was forming a strategic relationship with Gaiam Inc., a Broomfield, Colo.-based healthy lifestyles company. Revolution Living is investing $20 million in Gaiam to acquire 2.5 million newly issued unregistered shares.

Case also is on the board of directors at Time Warner, the media giant that merged with America Online.