-----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, N272URc4U5aAz/cKGZTNl7KhUu0+HSExt5XELmVqUn4y6YxIfGiPxRbdZZBg8ZHO kDJUHskwZ3VHvMddmRoD9A== 0000902595-99-000257.txt : 19991224 0000902595-99-000257.hdr.sgml : 19991224 ACCESSION NUMBER: 0000902595-99-000257 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DOLE FOOD COMPANY INC CENTRAL INDEX KEY: 0000018169 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 990035300 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33795 FILM NUMBER: 99780226 BUSINESS ADDRESS: STREET 1: 31365 OAK CREST DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 BUSINESS PHONE: 8188796600 MAIL ADDRESS: STREET 1: 31365 OAK CREST DR CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91361 FORMER COMPANY: FORMER CONFORMED NAME: CASTLE & COOKE INC DATE OF NAME CHANGE: 19910731 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. 19 )1 Dole Food Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 256605105 (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) December 1, 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 7 Pages) _______________________________ 1 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. 256605105 13 D Page 2 of 7 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) [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) 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 13,164,862 8 SHARED VOTING POWER None 9 SOLE DISPOSITIVE POWER 13,164,862 10 SHARED DISPOSITIVE POWER None 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,423,282 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 256605105 13 D Page 3 of 7 Pages 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) FLEXI-VAN LEASING, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* n/a 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 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 None 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* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 256605105 Page 4 of 7 This Schedule 13D, as previously amended, relating to the Common Stock of Dole Food Company, Inc. ("Dole"), is hereby further amended and (except for descriptions of past transactions, information no longer current and exhibits and schedules previously filed) restated to reflect the transfer of 1,240,310 shares, previously held by Flexi-Van Leasing, Inc., a wholly-owned entity, to the reporting person and to delete now irrelevant information concerning that entity. Item 1. Security and Issuer. This Schedule relates to the Common Stock of Dole Food Company, Inc. ("Dole"), a Hawaii corporation, whose principal executive offices are located at One Dole Drive, Westlake Village, California 91362. On December 1, 1999, Dole had outstanding 55,835,218 shares of Common Stock, according to information provided by Dole as of such date. Item 2. Identity and Background. This Statement is filed by David H. Murdock and Flexi-Van Leasing, Inc. ("Flexi-Van"). The business address of Mr. Murdock is 10900 Wilshire Boulevard, Los Angeles, California 90024. Mr. Murdock does business as Pacific Holding Company, a sole proprietorship of which Mr. Murdock is the sole proprietor. Mr. Murdock is a United States citizen. Mr. Murdock is a Director, Chairman of the Board and Chief Executive Officer of Dole, a producer and marketer of fresh fruit and vegetables, packaged foods and fresh flowers, and of Castle & Cooke, Inc., which owns, operates and develops residential and commercial real estate and resorts. Mr. Murdock is the sole proprietor of a number of companies and sole shareholder of a number of corporations which are engaged in the businesses of commercial real estate development, financial investments, mining and processing nonmetallic aggregates, manufacturing vitrified clay products and warehousing operations with principal offices in Los Angeles, California. He also owns all of the outstanding stock of Flexi-Van. Flexi-Van, a Delaware corporation, which is directly, wholly- owned by Mr. Murdock, leases chassis used in intermodal shipping. Mr. Murdock is a Director, Chairman of the Board and Chief Executive Officer of Flexi-Van. The business address of Flexi-Van is 251 Monroe Avenue, Kenilworth, New Jersey 07033. Additional information concerning Flexi-Van and the executive officers and directors of Flexi-Van is set forth in Schedule A to Amendment 15 to this Schedule 13D filed March 15, 1999. Item 3. Source and Amount of Funds or Other Consideration. The shares discussed in Item 5 below were acquired in exchange for a promissory note of the Murdock Trust. See Items 5 and 7 below. CUSIP No. 256605105 Page 5 of 7 Funds for the repayment of the unsecured, demand note are expected to be provided from the working capital and the borrowings of Pacific Holding Company ("PHC"), a sole proprietorship of which Mr. Murdock is the sole proprietor, and certain other entities controlled by Mr. Murdock. Mr. Murdock and entities controlled by him (including but not limited to the David H. Murdock Living Trust (the "Murdock Trust"), PHC and Flexi-Van) maintain lines of credit with several banks which were entered into in the ordinary course of business and are secured by collateral, including the shares of Common Stock of Dole reported herein. Funds derived from working capital and lines of credit of entities controlled by Mr. Murdock, including PHC, Flexi-Van and the Murdock Trust, also may in the future be used for the purchase of additional securities of Dole. Item 4. Purpose of Transaction. Mr. Murdock regards Dole stock as an attractive investment at the prices recently prevailing on the open market. Based on his continuing evaluation of Dole, alternative investment opportunities and all other factors deemed relevant, he may elect to sell his Dole shares or, assuming the availability of additional shares of Dole at prices regarded as acceptable, and subject to applicable law, he may elect to acquire additional shares of Dole for investment on the open market or in privately negotiated transactions. Item 5. Interest in Securities of the Issuer. On December 1, 1999, Dole had outstanding 55,835,218 shares of Common Stock, according to information provided by Dole. On December 1, 1999, the Murdock Trust, a revocable trust of which Mr. Murdock is the settlor, sole trustee and sole beneficiary during his lifetime, acquired from Flexi-Van, in exchange for a demand promissory note of the Murdock Trust in the amount of $20,232,557, 1,240,310 shares of the Common Stock of Dole, previously reported as indirectly owned by Mr. Murdock, for $16.3125 per share. (See Item 7.) As a result of this transfer, Mr. Murdock now reports direct beneficial ownership of all 13,342,412 shares (approximately 23.8% of the outstanding shares) of Dole Common Stock previously reported as beneficially owned directly and indirectly through Flexi-Van, including 258,420 shares issuable upon exercise of Dole employee stock options exercisable at the time of or within 60 days of this filing. In addition, Mr. Murdock's reports but disclaims (as permitted by Rule 13d-4), indirect beneficial ownership of 80,870 shares (less than 1% of the issued and outstanding shares of Dole) held by Mr. Murdock's sons. The shares held by his sons are included in the totals on page 2 of this Amendment. There have been no other transactions of the reporting persons in Dole Common Stock effected since the most recent filing on Schedule 13D (Amendment 18 to this Statement filed August 16, 1999). CUSIP No. 256605105 Page 6 of 7 Neither of the persons filing this Statement nor to the best of their knowledge any executive officer or director of Flexi-Van has any right in the next sixty days to acquire, directly or indirectly, any shares of Dole Common Stock, except for Mr. Murdock's right to acquire 258,420 shares and Ms. Roberta Wieman's right to acquire 11,476 shares under Dole employee stock options now exercisable or exercisable within 60 days. Neither of the persons filing this Statement owns or has effected any transaction in Common Stock of Dole during the past 60 days, except as reported above. As a result of the transaction discussed above, Flexi-Van ceased to own any shares of Dole Common Stock as of December 1, 1999. To the best knowledge of the persons filing this report, none of the executive officers or directors of Flexi-Van then owned shares other than as previously reported or had, in the 60-day period prior to December 1, 1999, effected any transactions in the Common Stock of Dole. Information concerning Ms. Roberta Wieman and her other holdings of Dole Common Stock is included in Schedule A to Amendment 15 to this Statement. Mr. Murdock makes all investment decisions and directs the voting of proxies relating to the shares of Common Stock of Dole held by the Murdock Trust. In view of the investment and voting power vested in him, the nature of the Murdock Trust, and his interest in it, Mr. Murdock is deemed the sole direct beneficial owner of all shares held by the Murdock Trust for purposes of Section 13(d) of the 1934 Act. Item 6. Contracts, Arrangements, Understandings of Relationships with Respect to Securities of the Issuer As described in Item 3 above, Mr. Murdock, the Murdock Trust, Flexi-Van and other entities controlled by Mr. Murdock maintain revolving lines of credit in connection with their various business activities and investments, under which borrowings and security (which includes the shares of the Common Stock of Dole reported herein) vary from time to time. Item 7. Material to be Filed as Exhibits. The Schedule 13D and 18 amendments previously filed included Exhibits 1 through 11. Exhibit 12. Letter dated December 1, 1999 from Flexi-Van to Mr. Murdock regarding terms of sale of the 1,240,310 shares to the Murdock Trust, and a copy of its demand promissory note of the same date. CUSIP No. 256605105 Page 7 of 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the statement is true, complete and correct. Dated this 21st day of December 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 FLEXI-VAN LEASING, INC. By: /s/ David H. Murdock ---------------------------------------------- David H. Murdock, as Chairman of the Board and Chief Executive Officer of Flexi-Van Leasing, Inc. EX-12 2 EXHIBIT 12 December 1, 1999 David H. Murdock Pacific Holding Company 10900 Wilshire Boulevard Suite 1600 Los Angeles, CA 90024 Gentlemen: This letter confirms the agreement we have made that Flexi-Van Leasing, Inc. will sell to the David H. Murdock Living Trust 1,240,310 shares of Dole Food Company, Inc. at the closing price this date on the New York Stock Exchange of $16.3125 per share such total price to be $20,232,557. David H. Murdock Living Trust agrees to pay for such stock with a promissory note, date as of the above date, against delivery of stock certificates accompanied by stock powers endorsed in your favor. Flexi-Van Leasing, Inc. agrees that the shares delivered to you will be free and clear of liens, encumbrances or pledges in favor of third-parties and otherwise free from claims. The closing shall occur at O'Melveny & Myers New York offices at which time the certificates will be delivered to you and Flexi- Van will accept your promissory note. Very truly yours, Flexi-Van Leasing, Inc. /s/ Jeffrey Heck ------------------------------ By Jeffrey Heck Vice President and Chief Financial Officer DEMAND PROMISSORY NOTE $20,232,557 December 1, 1999 Los Angeles, California For value received, the undersigned, PACIFIC HOLDING COMPANY, a sole proprietorship of David H. Murdock, promises to pay on demand to the order of FLEXI-VAN LEASING, INC., a Delaware corporation ("Flex Leasing"), TWENTY MILLION, TWO HUNDRED THIRTY TWO THOUSAND, FIVE HUNDRED FIFTY SEVEN DOLLARS ($20,232,557). The aggregate unpaid principal amount shall bear interest at a fluctuation rate equal to the rate in effect from time to time pursuant to section 2.5 of the Revolving Credit Agreement dated as of November 20, 1995 among Flexi-Van Leasing, Inc. and the First National Bank of Boston, individually and as agent for Banks named therein, as amended to date and as the same may be further amended, supplemented, restated, refinanced or otherwise modified or replaced from time to time. Interest on this Note shall be computed and paid yearly, commencing December 1, 2000. Payments of both principal and interest hereon shall be made in lawful money of the United States of America in immediately available funds. This Note is unsecured and may be prepaid in whole or in part without premium or penalty. Notwithstanding anything to the contrary herein, the undersigned further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys' fees and legal expenses, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. This Note is made under and governed by the internal laws of the State of California. PACIFIC HOLDING COMPANY Address: By: /s/ David H. Murdock --------------------------------- David H. Murdock, Sole Proprietor 10900 Wilshire Boulevard individually as Trustee of the Los Angeles, CA 90024 David H. Murdock Living Trust dated May 28, 1986 as amended -----END PRIVACY-ENHANCED MESSAGE-----