SC TO-C

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

DOLE FOOD COMPANY, INC.

(Name of Subject Company (issuer))

DAVID H. MURDOCK – Offeror
(Name of Filing Persons (identifying status as offeror, issuer or other person))

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

256605106
(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.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, Seventeenth Floor
Costa Mesa, California 92626-1924
Telephone: (714) 668-6200

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

o 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:                                                                                                  

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:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

x going-private transaction subject to Rule 13e-3.

x 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: o

SCHEDULE 13D

CUSIP No. 256605106 Page 2 of 9 Pages

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
	DAVID H. MURDOCK
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    o
	(b)   x
3	SEC USE ONLY
4	SOURCE OF FUNDS        PF, BK, WC, AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON	7     SOLE VOTING POWER                        13,580,995*     8     SHARED VOTING POWER                         None     9     SOLE DISPOSITIVE POWER                        13,580,995*     10  SHARED DISPOSITIVE POWER                         None
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	13,580,995*
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                         x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)**
	24.02%*
14	TYPE OF REPORTING PERSON
	IN

* As of the close of business on September 20, 2002, Mr. Murdock has beneficial ownership of 13,580,995 (approximately 24.02%) of the outstanding shares of Dole Food Company, Inc. Common Stock. Of such shares, 13,086,847 shares (approximately 23.35%) are held by Mr. Murdock, 494,148 shares (less than 1%) may be acquired by Mr. Murdock through the exercise of stock options which are exercisable within sixty (60) days of September 20, 2002, and 81,000 shares (less than 1%) are owned by Mr. Murdock’s sons. As permitted by Rule 13d-4, Mr. Murdock disclaims beneficial ownership within the meaning of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 (“1934 Act”) of the 81,000 shares of Dole Food Company, Inc. Common Stock owned by his sons.

SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 23, 2002

/s/ David H. Murdock

David H. Murdock

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
99.1	Press Release issued by David H. Murdock on September 22, 2002
99.2	Letter from David H. Murdock to Board of Directors of Dole Food Company, Inc.

EX-99.1 3 a84564orexv99w1.htm EXHIBIT 99.1

Exhibit 99.1

DAVID H. MURDOCK
10900 Wilshire Boulevard. Suite 1600
Los Angeles, California 90024
(310) 209-3816
FAX: (310) 208-8295

Contact: Scott A. Griswold

David H. Murdock Makes Cash Offer to Acquire All Outstanding Shares of
Dole Food Company, Inc. for $29.50 Per Share

     LOS ANGELES, CA — September 22, 2002 — David H. Murdock today announced that he has made an offer to acquire 76% of the outstanding shares of common stock of Dole Food Company, Inc. (NYSE: DOL) not already owned by him or his family for $29.50 per share in cash, plus the assumption of the Company’s debt and other obligations. The per share consideration offered places the total enterprise value of the transaction, which includes the assumption of debt, at approximately $2.5 billion.

     The offer, which was made today to the Board of Directors of Dole Food Company, Inc., represents a 20.5% premium over the closing price on Friday, September 20, 2002 of $24.49 per share.

     The offer contemplates the negotiation and execution of a binding agreement prior to November 6, 2002, which contains customary terms and conditions for transactions of this type. Mr. Murdock has engaged Deutsche Bank to advise on the transaction and has received a “highly confident” letter from Deutsche Bank with respect to the financing for the proposed transaction that, together with additional funding Mr. Murdock is prepared to commit, is sufficient to consummate the transaction.

     David H. Murdock is the Chairman of the Board, Chief Executive Officer and the largest stockholder of Dole Food Company, Inc. and controls, together with members of the Murdock family, approximately 24% of the total number of outstanding shares.

A MERGER OR TENDER OFFER FOR THE OUTSTANDING SHARES OF DOLE FOOD COMPANY, INC., COMMON STOCK HAS NOT YET COMMENCED. IF A MERGER OR TENDER OFFER COMMENCES, EACH SECURITY HOLDER OF DOLE FOOD COMPANY, 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 DOLE FOOD COMPANY, INC. CAN OBTAIN THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES EXCHANGE COMMISSION’S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF DOLE FOOD COMPANY, INC. MAY ALSO OBTAIN COPIES OF THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY CONTACTING DAVID H. MURDOCK WHEN THE DOCUMENTS BECOME AVAILABLE.

# # #

EX-99.2 4 a84564orexv99w2.htm EXHIBIT 99.2

Exhibit 99.2

DAVID H. MURDOCK
10900 Wilshire Boulevard, Suite 1600, Los Angeles, California 90024

September 22, 2002

Board of Directors
Dole Food Company, Inc.
One Dole Drive
Westlake Village, California 91362

Dear Sirs:

I present herewith the following proposal whereby a corporation designated by me would acquire all of the outstanding shares of common stock of Dole Food Company, Inc. not already owned by me or my affiliates for $29.50 per share in cash. This proposal represents a 20.5% premium over the closing price on Friday, September 20, 2002 of $24.49 per share.

I believe this offer presents an excellent opportunity for Dole Food Company Inc.’s shareholders to realize a premium for their shares at a fair price.

As you know, the Company’s attempt to enhance shareholder value over the years through such measures as restructurings and improvements to existing businesses, cost reductions, investments in additional businesses for growth and diversification, and a recent dividend increase have had little impact on the Company’s stock price. Additionally, the Company engaged Goldman Sachs in 2000 to explore strategic alternatives, including a possible sale of the Company in an effort to increase shareholder value, which proved unsuccessful.

I believe that the stock’s performance is due to a variety of factors, including the fact that the Company, which operates in 94 different countries, deals in perishable commodities which are subject to external factors that result in unpredictable quarterly earnings, Those external factors include weather patterns, economic crises in markets, EU licensing problems and restrictions, supply and demand imbalances, foreign currency exchange rates and intense pricing competition. It is unlikely that these uncontrollable forces affecting the perishable commodities business will change in the foreseeable future.

Therefore, after much consideration, I believe that providing a premium to existing shareholders at a fair price and operating Dole Food Company, Inc. as a private enterprise is the best alternative given the public-market focus on short-term earnings and predictable quarterly results. This will give the Company greater flexibility to make investment and operating decisions based on long-term strategic goals without the concern that a public company must have for the public market’s short-term expectations.

To facilitate a transaction, I have engaged Deutsche Bank as financial advisor, and Paul Hastings, Janofsky & Walker LLP, as legal advisor. In that regard, Deutsche Bank has issued a “highly confident” letter with respect to the financing for the proposed transaction that, together with additional funding I am prepared to commit, is sufficient to consummate the transaction. I am ready to negotiate a definitive merger agreement which would contain customary terms and conditions for transactions of this type. Representatives of Deutsche Bank and Paul Hastings are available to meet with the Board of Directors to discuss this proposal at your earliest convenience.

While I am prepared to move quickly, the Board of Directors will require some time to evaluate my proposal. Given my involvement, the Board of Directors may want to establish a special committee to review the proposal, and that committee may choose to engage legal counsel and an investment banking firm to assist in its review.

While I appreciate and respect the Board’s need to conduct an appropriate process in evaluating my proposal, time is of the essence and your prompt consideration to this proposal is requested. Accordingly, while I reserve the right to terminate my proposal earlier, I plan to terminate or withdraw it if a definitive merger agreement has not been executed by November 6, 2002.

Very truly yours,

/s/ David H. Murdock

David H. Murdock

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