-----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, QPcj3Cq6IdymPlNG5+tXoEdrAwfNzxbOeb7S4fe2OZQ/YWYO8U3Zc0FitZml28f0 L9tOX1QZLQSVXcpM++B/yQ== 0001209191-09-050307.txt : 20091030 0001209191-09-050307.hdr.sgml : 20091030 20091030182803 ACCESSION NUMBER: 0001209191-09-050307 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091028 FILED AS OF DATE: 20091030 DATE AS OF CHANGE: 20091030 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DOLE FOOD CO INC CENTRAL INDEX KEY: 0000018169 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 990035300 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 BUSINESS ADDRESS: STREET 1: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 8188796600 MAIL ADDRESS: STREET 1: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 FORMER COMPANY: FORMER CONFORMED NAME: DOLE FOOD COMPANY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CASTLE & COOKE INC DATE OF NAME CHANGE: 19910731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MURDOCK DAVID H CENTRAL INDEX KEY: 0000875392 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04455 FILM NUMBER: 091149296 MAIL ADDRESS: STREET 1: ONE DOLE DRIVE CITY: WESTWESTLAKE VILLAGE STATE: CA ZIP: 91362 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: David H. Murdock Living Trust, dated May 28, 1986, as amended CENTRAL INDEX KEY: 0001474947 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04455 FILM NUMBER: 091149295 BUSINESS ADDRESS: STREET 1: C/O DOLE FOOD COMPANY, INC. STREET 2: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 818-879-6600 MAIL ADDRESS: STREET 1: C/O DOLE FOOD COMPANY, INC. STREET 2: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Castle & Cooke Holdings, Inc. CENTRAL INDEX KEY: 0001474950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04455 FILM NUMBER: 091149294 BUSINESS ADDRESS: STREET 1: C/O DOLE FOOD COMPANY, INC. STREET 2: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 818-879-6600 MAIL ADDRESS: STREET 1: C/O DOLE FOOD COMPANY, INC. STREET 2: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 4 1 c91581_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2009-10-28 0000018169 DOLE FOOD CO INC DOLE 0000875392 MURDOCK DAVID H C/O DOLE FOOD COMPANY, INC. ONE DOLE DRIVE WESTLAKE VILLAGE CA 91362 1 1 1 0 Chairman 0001474947 David H. Murdock Living Trust, dated May 28, 1986, as amended C/O DOLE FOOD COMPANY, INC. ONE DOLE DRIVE WESTLAKE VILLAGE CA 91362 0 0 1 0 0001474950 Castle & Cooke Holdings, Inc. C/O DOLE FOOD COMPANY, INC. ONE DOLE DRIVE WESTLAKE VILLAGE CA 91362 0 0 1 0 Common Stock 2009-10-28 4 J 0 1000 12.50 D 51709000 I See Footnote Common Stock 2009-10-28 4 J 0 778 12.50 A 778 I See Footnote Common Stock 2009-10-28 4 J 0 222 12.50 A 222 I See Footnote Common Stock 2009-10-28 4 J 0 51709000 D 0 I See Footnote Common Stock 2009-10-28 4 J 0 415200 D 40885086 I See Footnote Common Stock 2009-10-28 4 J 0 960000 D 39925086 I See Footnote Common Stock 11784914 I See Footnote On October 28, 2009, immediately prior to the merger of DHM Holding Company, Inc. ("DHM") into the issuer (the "Merger"), the issuer effected a forward split of its common stock at a ratio of 51,710-for-1, resulting in DHM directly owning 51,709,000 additional shares of issuer common stock. Each of the share numbers reported herein has been adjusted to reflect this split. These shares were transferred to the stockholders of DHM, the David H. Murdock Living Trust, dated May 28,1986, as amended (the "Trust") and Castle & Cooke Holdings, Inc. ("C&C"), on a pro rata basis. The transfer did not result in a change in David Murdock's, the Trust's or C&C's pecuniary interest in these shares. These shares were owned directly by DHM and indirectly by Mr. Murdock, the Trust and C&C. Mr. Murdock is the sole trustee and beneficiary of the Trust, which (1) prior to the Merger owned a majority interest in DHM, and (2) is the sole stockholder of C&C, which prior to the Merger owned the remaining minority interest in DHM. These shares are owned directly by the Trust and indirectly by Mr. Murdock as sole trustee and beneficiary of the Trust. These shares are owned directly by C&C and indirectly by Mr. Murdock and the Trust. At the effective time of the Merger, these shares, representing all the issued and outstanding shares of issuer common stock owned by DHM, by virtue of the Merger, were cancelled and retired and ceased to exist. No consideration was delivered to DHM in respect thereof. At the effective time of the Merger, each issued and outstanding share of issuer common stock owned by any person other than DHM, by virtue of the Merger, split into 53,085.2 shares of issuer common stock, resulting in the Trust owning 41,299,508 additional shares of issuer common stock and C&C owning 11,784,692 additional shares of issuer common stock. The number of shares reported has been adjusted to reflect this split. These shares were redeemed by the issuer in exchange for the transfer to the Trust of an 85% interest in Wellbeing Properties, LLC, and the assumption by the Trust of $30 million of debt associated with Wellbeing Properties, LLC. This redemption was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended. These shares were redeemed by the issuer in exchange for the transfer to the Trust of the issuer's ownership interest in one parcel of idle farmland of approximately 1600 acres in Honduras. This redemption was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended. /s/ C. Michael Carter, attorney-in-fact for David H. Murdock 2009-10-30 /s/ C. Michael Carter, attorney-in-fact for David H. Murdock Living Trust, dated May 28, 1986, as amended 2009-10-30 /s/ C. Michael Carter, attorney-in-fact for Castle & Cooke Holdings, Inc. 2009-10-30 -----END PRIVACY-ENHANCED MESSAGE-----