-----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, SxmK1hkkv3L+RX/NZWeTa9dNan3vCwQuLAYqDZZKDTSQn5LD0B5RBP4n+sFB8OoB SDl9+jCGBRVoiPOwe3X7jA== 0000892569-00-000329.txt : 20000331 0000892569-00-000329.hdr.sgml : 20000331 ACCESSION NUMBER: 0000892569-00-000329 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000330 GROUP MEMBERS: FLEXI-VAN LEASING, INC. GROUP MEMBERS: MURDOCK DAVID H SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE & COOKE INC/HI/ CENTRAL INDEX KEY: 0001002506 STANDARD INDUSTRIAL CLASSIFICATION: LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES) [6552] IRS NUMBER: 770412800 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C SEC ACT: SEC FILE NUMBER: 005-45783 FILM NUMBER: 588532 BUSINESS ADDRESS: STREET 1: 10900 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3102083636 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MURDOCK DAVID H CENTRAL INDEX KEY: 0000875392 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-C BUSINESS ADDRESS: STREET 1: 31365 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8188796812 MAIL ADDRESS: STREET 1: 31365 OAK CREST DR CITY: WESTWESTLAKE VILLAGE STATE: CA ZIP: 91361 SC TO-C 1 SCHEDULE TO TENDER OFFER 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. _______)* CASTLE & COOKE, INC. (Name of Subject Company (issuer)) DAVID H. MURDOCK - Sole Shareholder of Offeror FLEXI-VAN LEASING, INC. - Offeror (Name of Filing Persons (identifying status as offeror, issuer or other person)) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 148433105 (CUSIP Number of Class of Securities) Roberta Wieman 10900 Wilshire Boulevard Los Angeles, California 90024 Telephone: (310) 208-6055 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons) Copies to: Peter J. Tennyson, Esq. Brian J. McCarthy, Esq. Paul, Hastings, Janofsky & Walker LLP Skadden, Arps, Slate, Meagher & Flom LLP 695 Town Center Drive, Seventeenth Floor 300 South Grand Avenue, Suite 3400 Costa Mesa, California 92626-1924 Los Angeles, California 90071 Telephone: (714) 668-6200 Telephone: (213) 687-5000
CALCULATION OF FILING FEE
Transaction valuation* Amount of filing fee N/A None required.
*Set forth the amount on which the filing fee is calculated and state how it was determined [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: _____________________ Form or Registration No.:_____________________ Filing Party: ________________________________ Date Filed: __________________________________ 1 2 [x] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transaction to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [x] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] EXHIBIT INDEX
Exhibit Page Number Exhibit Description Number ------ ------------------- ------ a-5.1 Press Release issued by Flexi-Van Leasing, Inc. on March 29, 2000. 3 a-5.2 Press Release issued by Castle & Cooke, Inc. on March 29, 2000.* 4
* Filing persons are aware that this press release is being released by Castle & Cooke, Inc. and the press release is filed herewith for information purposes only. 2 EX-5.1 2 PRESS RELEASE ISSUED BY FLEX-VAN LEASING 3/29/00 1 Exhibit a-5.1 FLEXI-VAN LEASING, INC. ANNOUNCES PROPOSAL TO ACQUIRE ALL OUTSTANDING SHARES OF CASTLE & COOKE, INC. KENNILWORTH, NJ,- March 29, 2000 - Flexi-Van Leasing, Inc., a corporation wholly owned by David H. Murdock, announced today a proposal to the Board of Directors of Castle & Cooke, Inc. (NYSE-CCS) to acquire all of the outstanding shares of common stock of Castle & Cooke, Inc. not already owned by David H. Murdock, Flexi-Van Leasing, Inc., or their affiliates, for $17 per share in cash. This represents a 41% premium over today's closing price of $12.06. The proposal contemplates the negotiation and execution of a binding agreement, which will contain customary terms and conditions for transactions of this type. David H. Murdock and Flexi-Van Leasing, Inc. have reserved the right to terminate the proposal if a definitive agreement has not been executed by May 15, 2000. In connection with its proposal, Flexi-Van Leasing, Inc. has engaged Deutsche Bank to advise on the transaction and has received a "highly confident" letter from Deutsche Bank with respect to the financing necessary to consummate the proposed transaction. Flexi-Van Leasing, Inc., is the largest stockholder of Castle & Cooke, Inc., holding 4,501,310 shares of common stock or approximately 26.4% of the total number of outstanding shares of Castle & Cooke, Inc. Mr. Murdock's sons also hold an additional 26,956 shares for a total combined ownership of 26.6%. A MERGER OR TENDER OFFER FOR THE OUTSTANDING SHARES OF CASTLE & COOKE, INC. COMMON STOCK HAS NOT YET COMMENCED. IF A MERGER OR TENDER OFFER COMMENCES, EACH SECURITY HOLDER OF CASTLE & COOKE, INC. SHOULD READ THE PROXY STATEMENT OR TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER OR TENDER OFFER. ONCE A FILING IS MADE, SECURITY HOLDERS OF CASTLE & COOKE, INC. CAN OBTAIN THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF CASTLE & COOKE, INC. MAY ALSO OBTAIN COPIES OF THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY CONTACTING FLEXI-VAN LEASING, INC., WHEN THE DOCUMENTS BECOME AVAILABLE. 3 EX-5.2 3 PRESS RELEAS ISSUED BY CASTLE & COOKE 1 Exhibit a-5.2 NEWS RELEASE Contact: Dean Estrada, Treasurer (310) 209-3804 CASTLE & COOKE, INC. ANNOUNCES RECEIPT OF PROPOSAL BY FLEXI-VAN LEASING, INC. TO ACQUIRE ALL OUTSTANDING COMMON SHARES OF CASTLE & COOKE, INC. LOS ANGELES, CA - March 29, 2000 - Castle & Cooke, Inc. (NYSE:CCS) announced today that its Board of Directors has received a proposal from Flexi-Van Leasing, Inc., a corporation wholly owned by David H. Murdock, to acquire all of the outstanding shares of common stock of Castle & Cooke, Inc. not currently owned by Flexi-Van Leasing, Inc. or its affiliates. The all cash proposal of $17 per share is for the 73% of the common stock not already owned by David H. Murdock, Flexi-Van Leasing, Inc. or their affiliates and represents a 41% premium over today's closing price of $12.06. The proposal contemplates the negotiation and execution of a binding agreement, which would contain customary terms and conditions for transactions of this type. In connection with its proposal, Flexi-Van Leasing, Inc. has engaged Deutsche Bank to advise on the transaction and has received a "highly confident" letter from Deutsche Bank with respect to the financing necessary to consummate the proposed transaction. Flexi-Van Leasing, Inc. is the largest stockholder of Castle & Cooke, Inc., holding 4,501,310 shares of common stock or approximately 26.4% of the total number of outstanding shares of Castle & Cooke, Inc. David H. Murdock's sons also hold an additional 26,956 shares for a total combined ownership of 26.6%. David H. Murdock, owner of Flexi-Van Leasing, Inc., is the Chairman of the Board and Chief Executive Officer of Castle & Cooke, Inc. In light of David H. Murdock's involvement in the proposal, Castle & Cooke, Inc.'s Board of Directors has established a special committee of independent directors to review the proposal. Flexi-Van Leasing, Inc. reserves the right to terminate the proposal if a definitive agreement has not been executed by May 15, 2000. Castle & Cooke, Inc. is a developer of residential and commercial real estate in Hawaii, California, North Carolina, Arizona, Georgia and Florida. The company owns and operates two of the world's highest-rated resorts on the island of Lana'i in Hawaii. 4 -----END PRIVACY-ENHANCED MESSAGE-----