-----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, F5F9TLvVkr3oc3WtbtIMYZe50vERkBJ9IRmn1crnA0LU41bdnsO6emWhCMoq22Zx ZWMnD3l7mmiwx9HpUvYp/w== 0000912057-00-025029.txt : 20000517 0000912057-00-025029.hdr.sgml : 20000517 ACCESSION NUMBER: 0000912057-00-025029 CONFORMED SUBMISSION TYPE: SC TO-C PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000516 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: 636960 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 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 (Amendment No. _______)* CASTLE & COOKE, INC. (Name of Subject Company (issuer)) CASTLE ACQUISITION COMPANY, INC. - Offeror CASTLE & COOKE HOLDINGS, INC. - Parent of Offeror FLEXI-VAN LEASING, INC. - Indirect Parent of Offeror DAVID H. MURDOCK - Sole Shareholder of Flexi-Van Leasing, Inc. (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. 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 [ ] 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. [ ] 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 May 15, 2000. 3 a-5.2 Press Release by Castle & Cooke, Inc. on May 15, 2000. 4 - -------------------------------------------------------------------------------------------
EX-5.1 2 PRESS RELEASE Flexi-Van Leasing, Inc. 251 Monroe Avenue Kenilworth, NJ 07033-1106 (908) 276-8000 FAX: (908) 276-7666 FOR IMMEDIATE RELEASE. FOR FURTHER INFORMATION CONTACT SCOTT GRISWOLD AT (310) 208-6055. CASTLE & COOKE COMMITTEE ASKS FLEXI-VAN TO EXTEND OFFER UNTIL MAY 19 May 15, 2000 The special committee appointed by the board of directors of Castle & Cooke, Inc., has requested Flexi-Van Leasing, Inc. to extend the proposal made on March 29, 2000 to acquire the remaining interests in the company. Flexi-Van has confirmed that the proposal will remain available until the close of business on Friday, May 19, 2000. The committee requested the extension to give the special committee's financial advisor additional time to complete its report to the committee. The proposal contemplated the negotiation and execution of a binding agreement for the acquisition of all interests in the company at $17.00 per share, a premium of 41% over the pre-proposal price. David H. Murdock and Flexi-Van Leasing, Inc. originally reserved the right to terminate the proposal if a definitive agreement had 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. Mr. David H. Murdock, Chairman of Flexi-Van, stated "I have agreed to a brief extension until the end of this week so that the committee and its advisors can complete their work. I continue to believe my proposal represents an attractive and fair proposal for the Castle & Cooke shareholders and look forward to a positive response from the company and its special committee." 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 STATEMENTS 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. EX-5.2 3 PRESS RELEASE [CASTLE & COOKE, INC.] NEWS RELEASE Contact: Dean Estrada (310) 209-3804 CASTLE & COOKE, INC. ANNNOUNCES EXTENSION OF FLEXI-VAN LEASING, INC. PROPOSAL LOS ANGELES, California, May 15, 2000 -- Castle & Cooke, Inc. (NYSE: CCS) today announced that Flexi-Van Leasing, Inc. has extended the time period from Monday, May 15, 2000, to Friday, May 19, 2000, for Castle & Cooke, Inc. to consider the previously announced proposal of Flexi-Van Leasing, Inc., a corporation wholly owned by David H. Murdock. The proposal contemplates the acquisition by Flexi-Van Leasing, Inc. of all of the outstanding shares of common stock of Castle & Cooke, Inc. not currently owned by Flexi-Van Leasing, Inc. or its affiliates for $17.00 per share, all cash. A Special Committee of independent Directors of Castle & Cooke, Inc. has been considering the proposal since it was announced on March 29, 2000 and has engaged Gibson, Dunn & Crutcher, as legal counsel, and Bear Stearns & Co. Inc., as financial advisor, in connection with the proposal. The per share consideration offered by the proposal places the total enterprise value, which includes the assumption of debt, of Castle & Cooke, Inc. at approximately $565 million. In addition, the proposal contemplates the negotiation and execution of a binding agreement, which would contain customary terms and conditions for transactions of this type. With the extension, Flexi-Van Leasing, Inc. has reserved the right to terminate the proposal if a definitive agreement has not been executed by May 19, 2000. Castle & Cooke, Inc. is a developer of residential and commercial real estate in Hawaii, California, North Carolina, Arizona, Georgia and Florida. The company also owns and operates two of the world's highest-rated resorts on the island of Lana'i in Hawaii. ### -----END PRIVACY-ENHANCED MESSAGE-----