-----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, RC6m+lsqk65mrgAcPTA8sls3ZrffhU4HSzdQ9KFtovs4zHQ6I/4d4IhN7eF7qb0m 4ioEUHW2C218NdjVfXNugw== 0000902595-99-000166.txt : 19990817 0000902595-99-000166.hdr.sgml : 19990817 ACCESSION NUMBER: 0000902595-99-000166 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990816 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOLE FOOD AUTOMATIC COMMON EXCHANGE SECURITY TRUST CENTRAL INDEX KEY: 0001005900 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 137095957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-55263 FILM NUMBER: 99693215 BUSINESS ADDRESS: STREET 1: THE BANK OF NEW YORK STREET 2: 101 BARCLAY STREET, 12E CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 2128155228 MAIL ADDRESS: STREET 1: C/O THE BANK OF NEW YORK STREET 2: 101 BARCLARY STREET,12E CITY: NEW YORK STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATIC COMMON EXCHANGE SECURITY TRUST DATE OF NAME CHANGE: 19960118 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 13D/A 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 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 __________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Dole Food Automatic Common Exchange Security Trust -------------------------------------------------- (Name of Issuer) Automatic Common Exchange Securities ------------------------------------ (Title of Class of Securities) 25660120 -------- (CUSIP Number) Roberta Wieman 10900 Wilshire Boulevard Los Angeles, CA 90024 Telephone (310) 824-1023 ---------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 16, 1999 --------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 11 Pages) [FN] - ------------------ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 25660120 13 D Page 2 of 11 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)[ ] (b)[ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER none 8 SHARED VOTING POWER none 9 SOLE DISPOSITIVE POWER none 10 SHARED DISPOSITIVE POWER none 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 11 Pages This Schedule 13D relating to the Automatic Common Exchange Securities ("Securities") of the Dole Food Automatic Common Exchange Security Trust ("Exchange Trust" or "Issuer") is hereby amended with respect to the items set forth below. This amendment is being filed to report the settlement of the contract ("Contract") discussed in Item 5 below. Item 5. Interest in Securities of the Issuer. As of December 31, 1998, there were 2,875,000 Securities issued and outstanding based on the most recent public filing by the Exchange Trust. As of August 13, 1999, the David H. Murdock Living Trust ("Living Trust") held 431,000 Securities (or approximately 14.9% of the outstanding Securities of the Exchange Trust). The Exchange Trust was established in 1996 to hold a portfolio of stripped U.S. Treasury securities maturing quarterly during the term of the Exchange Trust and a contract with Mr. Murdock relating to 2,875,000 shares of Common Stock of Dole Food Company, Inc. ("Dole") held by the Living Trust. The Contract was entered into in connection with the offering through Goldman, Sachs & Co. of the Securities. The Contract, as amended, required the Living Trust to deliver to the Exchange Trust on August 16, 1999 ("Exchange Date") a number of shares of Common Stock equal to 2,875,000 Shares multiplied by the Exchange Rate. The Exchange Rate based on the then Current Market Price of the Common Stock (defined as the average closing price for the twenty trading days before the Exchange Date) was 1.0 at the time of settlement of the Contract. The Contract permitted the Living Trust to deliver, in lieu of the Shares, the cash equivalent value of the applicable number of shares at the Exchange Date, based on the then Current Market Price. The then Current Market Price was $26.9031. The Securities represented an interest in the Exchange Trust and the right to receive a number of shares of Common Stock of Dole equal to the number of Securities times the Exchange Rate or, if the Living Trust elected to settle in cash, the cash equivalent of the applicable number of shares on the Exchange Date based on the Current Market Price. The Securities and the Contract are described in greater detail in a Prospectus dated August 8, 1996 filed as part of a registered stock offering on Form N-2, Investment Company Act File No. 811-7499, Securities Act File No. 333-00325. The original Contract was amended August 2, 1999 to provide that if Mr. Murdock and the Living Trust elected to exercise the cash settlement option, the consideration delivered would include cash at the Current Market Price for all Securities not held by the Living Trust and the surrender to the Exchange Trust of those Securities held by the Living Trust. The amendment also clarified the Exchange Date as August 16, 1999 in that the stated August 15, 1999 date was a Sunday and not a business day. Page 4 of 11 Pages On August 5, 1999, Mr. Murdock, as an individual, and as Trustee of the Living Trust, delivered to The Bank of New York, administrator of the Exchange Trust, notice of election to exercise the cash settlement alternative as provided in the Contract. On August 16, 1999, the Exchange Date, the Living Trust delivered to the Exchange Trust $65,751,237.50, which funds were distributed by the Exchange Trust to the Securities' holders other than the Living Trust, and surrendered 431,000 Securities to the administrator of the Exchange Trust. Mr. Murdock is the settlor, sole trustee and beneficiary of the Living Trust, a revocable trust. As of that date, Mr. Murdock and the Living Trust ceased to hold any of the Securities and further amendments to this Schedule 13D will not be required. Item 6. Contract, Arrangements, Understandings or Relations With Respect to Securities of the Issuer. In addition to information previously reported, see Item 7 below, incorporated herein by this reference. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended by inserting the following: Exhibit 6. Amendment dated August 2, 1999 to the Purchase Agreement previously filed as Exhibit 4 to this Schedule 13D. Exhibit 7. Notice of Election of Cash Settlement Alternative dated August 4, 1999. Page 5 of 11 Pages 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 this 15th day of August 1999 /s/ David H. Murdock - ------------------------------------ David H. Murdock, as an individual and as Trustee of the David H. Murdock Living Trust, dated May 28,1986, as amended Page 6 of 11 Pages Exhibit 6 AMENDMENT TO PURCHASE AGREEMENT THIS AMENDMENT TO PURCHASE AGREEMENT (this "Amendment") is made as of this 2nd day of August, 1999, between DAVID H. MURDOCK, in his individual capacity, and as Trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended (referred to in the original Purchase Agreement and in this Amendment as the "Seller"), and DOLE FOOD AUTOMATIC COMMON EXCHANGE SECURITY TRUST (the Trust and the Trustees thereof acting in their capacity as such being referred to as the "Purchaser"). WHEREAS, Seller and Purchaser entered into a Purchase Agreement dated as of the 8th day of August, 1996 (the "Agreement"), providing in part for either the delivery of certain shares of Dole Food Company common stock or, at the option of Seller, cash in lieu of those securities, on August 15, 1999 (the "Exchange Date"); and WHEREAS, at the time of execution of the Agreement, the parties had not been advised that August 15, 1999, was a Sunday and not a Business Day, and desire to clarify certain provisions of the Agreement to deal with this circumstance; and WHEREAS, the parties wish to clarify the terms for the exercise of the cash settlement option provided for in Section 1.3(d) of the Agreement, if Seller should exercise that option, to make it clear that Seller may include the Securities (Automatic Common Exchange Securities issued by the Purchaser) which Seller presently holds as part of the deliveries upon exercising the cash settlement alternative; NOW, THEREFORE, Purchaser and Seller have agreed as follows, using capitalized terms not defined herein as defined in the Agreement: 1. Actions Based on Exchange Date. Purchaser and Seller hereby recognize that actual exchange contemplated by the Purchase Agreement will take place on August 16, 1999. Further, Seller and Purchaser acknowledge that the Trust will be required to take actions based upon the Exchange Date, including returning Contract Shares to Seller or distributing Contract Shares to holders of Securities, on August 16, 1999, rather than on August 15, 1999. However, Purchaser acknowledges that the latest date and time for delivery of notice of an exercise of the cash settlement alternative, if Seller elects this option, will remain the close of business at 5:00 p.m. New York time on August 5, 1999. Page 7 of 11 Pages 2. Clarification of Terms of Cash Settlement Option. Purchaser and Seller agree that the consideration delivered upon the exercise of the cash settlement option shall include cash at the Current Market Price, as defined in the original Purchase Agreement, for all Securities not held by Seller on the date of this Amendment, plus the surrender of those Securities presently held by Seller on the date of this Amendment. To effectuate this Amendment, Seller represents and warrants to Purchaser that on the date hereof Seller owns 431,000 Securities and will continue to own such Securities through and including the Exchange Date unless the cash settlement alternatives is not exercised or abandoned. Further, Seller agrees not to purchase any additional Securities. 3. Designation of Authorized Agents and Persons to Receive Notices. a. In the original Purchase Agreement, Seller directed that all notices should be given to the following address: c/o Pacific Holding Company 10900 Wilshire Boulevard, Suite 1600 Los Angeles, CA 90024 Attention: Gerald W. LaFleur Seller hereby directs that, instead, notices shall be delivered to Seller at the same address, but to the attention of Scott A. Griswold or Roberta Wieman, and therefore notices to Seller shall be directed as follows: c/o Pacific Holding Company 10900 Wilshire Boulevard, Suite 1600 Los Angeles, CA 90024 Attention: Scott A. Griswold or Roberta Wieman Seller further agrees that notices may be transmitted by facsimile/telecopy provided they are sent to the following number: 310-208-8295 and confirmed by a mailed or courier- delivered copy of such notice. b. Purchaser hereby directs that notices to it shall be care of the administrator for Purchaser as follows: The Bank of New York 101 Barclay Street New York, NY 10286 Attention: Betty Coccoza Telecopy No. (212) 815-7157 Page 8 of 11 Pages c. Seller authorizes Scott A. Griswold and Roberta Wieman to give notices and take actions on his behalf related to the Contract Shares and the Agreement. 4. Methods for Actual Delivery of Shares or Cash Consideration. Seller hereby agrees, and Purchaser hereby directs, that if the cash settlement option is exercised, the cash portion of such payment shall be directed to Purchaser at the following wire transfer account: The Bank of New York ABA #021 000 018 GLA 111565 CUST A/C #017102 Re: Bank of New York as Collateral Agent for Dole Traces Purchaser hereby agrees, and Seller hereby directs, that if the cash settlement is elected, Securities to be surrendered by Seller as part of the cash settlement alternative shall be delivered to the administrator for the Trust at the following address and shall be deposited not later than one Business Day prior to August 16, 1999. Purchaser hereby agrees, and Seller hereby directs, that the certificates for the Contract Shares to be returned to Seller, if Seller elects the stock settlement alternative, shall be Certificates No. NY 196708 presently held by the Custodian, duly endorsed as Seller shall hereafter direct, and that such delivery shall be effected at the offices of the administrator and the Custodian, namely The Bank of New York, 101 Barclay Street, 12th Floor East, New York, New York, on August 16, 1999. 5. Affirmation of Agreement. Except as amended by this Amendment, the Purchase Agreement is hereby confirmed and ratified in its entirety. [SIGNATURES ON FOLLOWING PAGE] Page 9 of 11 Pages IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment as of the date and year first above written. "Seller" /s/ David H. Murdock --------------------------------------- DAVID H. MURDOCK, in his individual capacity, and as Trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended "Purchaser" /s/ William R. Latham III --------------------------------------- WILLIAM R. LATHAM III, as Trustee /s/ James B. O'Neill --------------------------------------- JAMES B. O'NEILL, as Trustee /s/ Donald J. Puglisi --------------------------------------- DONALD J. PUGLISI, as Trustee EACH AS A TRUSTEE OF DOLE FOOD AUTOMATIC COMMON EXCHANGE SECURITY TRUST Page 10 of 11 Pages Exhibit 7 Pacific Holding Company Murdock Plaza 10900 Wilshire Boulevard Los Angeles, California 90024 (310) 208-6055 HAND DELIVERED August 4, 1999 William R. Latham, III James O'Neill and Donald J. Puglisi, as Trustees of the Dole Food Automatic Common Exchange Security Trust c/o Betty A. Cocozza, Vice President Corporate Trust Administration Bank of New York 101 Barclay Street, 12 East New York, New York 10286 Re: Notice of Election of Cash Settlement Alternative under Purchase Agreement dated August 8, 1996, as amended August 2, 1997 (the "Agreement"), between David H. Murdock, in his individual capacity as trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended ("Seller"), and Dole Food Automatic Common Exchange Security Trust ("Purchaser") Ladies and Gentlemen: Pursuant to Section 1.3(d) of the Agreement, Seller hereby elects the Cash Settlement Alternative provided for in the Agreement. Capitalized terms used in this letter without definition are used as defined in the Agreement. Under the terms of the Agreement, on August 16, 1999, Seller shall send a wire transfer to the Bank of New York, as custodian for the Purchaser (the "Custodian"), in an amount equal to the Market Price (as determined under the Agreement) of 2,444,000 shares of common stock of Dole Food Company, Inc. (the "Dole Stock") held under the Agreement, to the account designated by the Custodian in the August 2, 1999 amendment (the "Wire"). Seller will have the undersigned or an authorized representative available on August 13, 1999 to confirm the calculation of the Market Price with the Custodian. Simultaneously, the Seller shall surrender to the Bank 431,000 Securities currently owned by Seller (the Page 11 of 11 Pages William R. Latham III, James O'Neill and Donald J. Puglisi August 4, 1999 Page 2 "Surrender"). The certificate representing these securities will be delivered to the Custodian on or before August 13, 1999. Upon the Wire and Surrender, the Custodian shall transfer to Seller all of the Contract Shares of Dole Food Company, Inc. Common Stock held by the Bank under the terms of the Custodian Agreement dated August 8, 1996. For this purpose, Seller directs that certificates no. NY 196 708 and no. NY 196 709, duly endorsed in blank, shall be delivered to a representative identified by Seller, which Seller presently contemplates will be a person from Chase Manhattan, N.A. Very truly yours, /s/ David H. Murdock ----------------------------------- DAVID H. MURDOCK, in his individual capacity, and as Trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended -----END PRIVACY-ENHANCED MESSAGE-----