0001209191-12-051818.txt : 20121105
0001209191-12-051818.hdr.sgml : 20121105
20121105213712
ACCESSION NUMBER: 0001209191-12-051818
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20091022
FILED AS OF DATE: 20121105
DATE AS OF CHANGE: 20121105
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: 121181616
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: 121181617
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
c30369_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0306
4
2009-10-22
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
Common Stock
2012-11-01
4
J
1
23317270
D
21572060
I
Trust
Common Stock
2012-11-01
4
C
0
2185994
A
23758054
I
Trust
Common Stock
11784914
I
Castle & Cooke Holdings, Inc.
Forward Sale Contract (obligation to sell)
2009-10-22
4
J
1
1
A
2012-11-01
2012-11-01
Common Stock
24000000
0
I
See Footnote
$0.875 Trust Issued Automatic Common Exchange Securities
2012-10-31
4
P
0
2250000
A
2012-11-01
2012-11-01
Common Stock
2185994
2250000
I
See Footnote
Forward Sale Contract (obligation to sell)
2012-11-01
4
J
1
1
0
D
2012-11-01
2012-11-01
Common Stock
24000000
0
I
See Footnote
$0.875 Trust Issued Automatic Common Exchange Securities
2012-11-01
4
C
0
2250000
0
D
2012-11-01
2012-11-01
Common Stock
0
I
See Footnote
On October 22, 2009, in connection with an offering of $0.875 Trust Issued Automatic Common Exchange Securities (the "MACES") issued by the 2009 Dole Food Automatic Common Exchange Security Trust (the "MACES Trust") to qualified institutional investors, David H. Murdock, in his individual capacity and as the trustee of the David H. Murdock Living Trust, dated May 28, 1986, as amended (the "Trust" or "Seller") entered into a forward purchase contract (the "Contract") with the MACES Trust, which together with the trustees thereof acting in their capacity as such, are referred to herein as "Purchaser". Purchaser is unrelated to Seller.
Since an over-allotment option concerning 3,600,000 MACES originally granted to the initial purchasers of the MACES was never exercised, the Seller was obligated under the Contract to deliver to Purchaser for the holders of the MACES on November 1, 2012 (the "Exchange Date") up to 24,000,000 shares common stock, par value $0.001 per share, of Dole Food Company, Inc. ("Dole Common Stock"), with the exact number of shares to be delivered determined in accordance with the "Exchange Rate" set forth in the Contract. The Seller received $227,937,303 for entering into the Contract. To secure its obligations under the Contract, Seller pledged 24,000,000 shares of Dole Common Stock during the term of the pledge, although Seller retained beneficial ownership of such shares during the term of the pledge.
The number of shares of Dole Common Stock that were exchanged for each of the MACES on the Exchange Date was determined accordance with the Exchange Rate set forth in the Contract. The Exchange Rate was determined based on the "Average Market Price" as defined in the Contract and the calculation period for determining the Average Market Price consisted of the 20 "Trading Days" (as defined in the Contract) immediately prior to but not including the third Trading Day prior to the Exchange Date.
On the Exchange Date (November 1, 2012), Seller settled the Contract. The Average Market Price used in determining the Exchange Rate was $12.8660. Based on the Exchange Rate, Seller delivered 23,317,270 shares of Dole Common Stock to Purchaser for the holders of the MACES and 682,730 shares of Dole Common Stock previously pledged were returned to Seller. Based on the Exchange Rate, each of the MACES was mandatorily exchanged into 0.97155293 of a share of Dole Common Stock. The delivery of the 23,317,270 shares of Dole Common Stock to Purchaser (and the holders of the MACES) is reported as a disposition in Table I of this Form 4 on the Exchange Date pursuant to applicable SEC reporting guidance. However, for purposes of Section 16(b) of the Securities Exchange Act of 1934, the sale of such 23,317,270 shares is deemed to have occurred upon entry into the Contract in October 2009.
These securities are or were owned directly by the Trust and indirectly by Mr. Murdock as sole trustee and beneficiary of the Trust.
These shares of Dole Common Stock were acquired as a result of the mandatory exchange of 2,250,000 MACES held by the Trust. See footnotes (1) through (4) above and footnote (8) below.
These shares are owned directly by Castle & Cooke Holdings, Inc. and indirectly by Mr. Murdock and the Trust.
These MACES were acquired directly by the Trust and indirectly by Mr. Murdock, as sole trustee and beneficiary of the Trust. Of the 2,250,000 MACES acquired, 500,000 were purchased on May 25, 2012 for a purchase price of $8.925 and 1,750,000 were purchased on June 1, 2012 for a purchase price of $8.955. On October 31, 2012, the Exchange Rate of these MACES became determinable and these MACES are therefore reported as derivative securities as of that date. Upon the mandatory exchange of the MACES as described in footnotes (3) and (4) above, based on the Exchange Rate, the 2,250,000 MACES held by the Trust were exchanged on the Exchange Date for an aggregate of 2,185,994 shares of Dole Common Stock.
/s/ C. Michael Carter, attorney in fact for David H. Murdock
2012-11-05
/s/ C. Michael Carter, attorney in fact for David H. Murdock Living Trust dated May 28, 1986, as amended
2012-11-05