-----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, UJWDdzZWPWJ9p02QdGAma58cd7T0ESoc4LYFPhJReXKDMk+Qxx1S+ZCwGpONMlZV x3nRp8yXKdGEgZcbyoUZUA== /in/edgar/work/20000628/0000912057-00-030116/0000912057-00-030116.txt : 20000920 0000912057-00-030116.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030116 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20000628 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE & COOKE INC/HI/ CENTRAL INDEX KEY: 0001002506 STANDARD INDUSTRIAL CLASSIFICATION: [6552 ] IRS NUMBER: 770412800 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: SEC FILE NUMBER: 005-45783 FILM NUMBER: 662646 BUSINESS ADDRESS: STREET 1: 10900 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 3102083636 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE & COOKE INC/HI/ CENTRAL INDEX KEY: 0001002506 STANDARD INDUSTRIAL CLASSIFICATION: [6552 ] IRS NUMBER: 770412800 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-45783 FILM NUMBER: 662647 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: [0000 ] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MURDOCK DAVID H CENTRAL INDEX KEY: 0000875392 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/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 TO-I/A 1 scto-ia.txt SC TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2)* 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) 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 - ---------------------------------------- --------------------------------------- - ---------------------------------------- --------------------------------------- $256,606,099.75 $51,321.22 - ---------------------------------------- --------------------------------------- * Estimated for purposes of calculating the amount of filing fee only. The amount assumes the purchase of 13,330,187 shares of common stock, having no par value, at a price per share of $19.25 in cash. Such number of shares represents all of the Shares outstanding as of May 19, 2000, MINUS the shares already beneficially owned by Offeror and its affiliates, PLUS the number of options outstanding on May 19, 2000 that according to the Agreement and Plan of Merger, dated May 19, 2000, must be accelerated, MINUS the options already owned by David H. Murdock that according to the Agreement and Plan of Merger, dated May 19, 2000, will be cancelled. |X| 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. (1) Amount Previously Paid: $49,321.70 -------------------- Form or Registration No.: 005-45783 ---------------------- Filing Party: David H. Murdock ---------------------------------- Date Filed: May 31, 2000 ---------------------------------- (2) Amount Previously Paid: $1,999.52 -------------------- Form or Registration No.: 005-45783 ---------------------- Filing Party: David H. Murdock ---------------------------------- Date Filed: June 22, 2000 ---------------------------------- | | 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. |X| 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: | | ================================================================================ CUSIP No. 148433105 13D --------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons David H. Murdock - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* OO - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization U.S. - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 4,616,977 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power O -------------------------------------------------- (9) Sole Dispositive Power 4,616,977 -------------------------------------------------- (10) Shared Dispositive Power O - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,616,977 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 27.1% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! ================================================================================ CUSIP No. 148433105 13D --------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Flexi-Van Leasing Inc. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* OO - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power 4,501,310 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power O -------------------------------------------------- (9) Sole Dispositive Power 4,501,310 -------------------------------------------------- (10) Shared Dispositive Power O - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 4,501,310 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 26.4% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! ================================================================================ CUSIP No. 148433105 13D --------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Castle Acquisition Company, Inc. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* OO - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Hawaii - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power O by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power O -------------------------------------------------- (9) Sole Dispositive Power O -------------------------------------------------- (10) Shared Dispositive Power O - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person O - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) O.O% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! ================================================================================ CUSIP No. 148433105 13D --------- - ------------------------------------------------------------------------------- (1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons Castle & Cooke Holdings, Inc. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member (a) / / of a Group* (b) /X/ - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* OO - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Beneficially Owned Power O by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power O -------------------------------------------------- (9) Sole Dispositive Power O -------------------------------------------------- (10) Shared Dispositive Power O - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person O - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.0% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO (which together with Amendment No. 1 to the Tender Offer Statement constitute the "Tender Offer Statement") filed by Castle Acquisition Company, Inc., a Hawaii corporation ("Purchaser") and a wholly owned subsidiary of Castle & Cooke Holdings, Inc., a Delaware corporation ("Parent") and a wholly owned subsidiary of Flexi-Van Leasing, Inc., a Delaware corporation ("FLX") which is 100% owned by David H. Murdock ("Mr. Murdock," and together with Purchaser, Parent and FLX, the "Filing Persons") relating to the offer by Purchaser to purchase all of the outstanding shares of common stock, having no par value (the "Shares"), of Castle & Cooke, Inc., a Hawaii corporation (the "Company"), at an increased purchase price of $19.25 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 31, 2000 (the "Original Offer to Purchase") as supplemented by the First Supplement, dated June 28, 2000, to Offer to Purchase dated May 31, 2000 (the "First Supplement," which together with Original Offer to Purchase constitute the "Offer to Purchase") and in the related Letter of Transmittal (which together with the Offer to Purchase and any amendments or supplements thereto collectively constitute the "Offer"). The information set forth in the exhibits identified in Item 12 and attached hereto is incorporated herein by reference with respect to Items 1-9, 11 and 13. All capitalized terms used herein and not otherwise defined shall have the meanings given to those terms in the Offer to Purchase. Item 11. ADDITIONAL INFORMATION CERTAIN FINANCIAL PROJECTIONS With respect to any financial information, including projected financial information of the Company that is included in the Offer to Purchase and is in response to this item, it is the Filing Persons' belief that the Company's disclaimer as to the accuracy of such projected information is not a disclaimer of the accuracy of any historical financial information upon which the projected financial information is based. Further the Company's disclaimer as to financial projections emphasizes that such projections are inherently dependent on the assumptions used and are not a representation that particular results will in fact be achieved. Item 13 INFORMATION REQUIRED BY SCHEDULE 13E-3 Item 8 Fairness of the Transaction. Information previously provided in response to this item is hereby supplemented by the following: SUBSTANTIVE FACTORS The Filing Persons believe that the terms and conditions of the Offer and the Merger are substantively fair to the Company and to shareholders unaffiliated with the Filing Persons. They base this belief on the following factors: - CURRENT AND HISTORICAL MARKET PRICES. Shareholders who accept the Offer will sell their Shares for cash at a price presenting a premium of approximately 59% over the closing market price of the Shares on March 29, 2000. This will provide a source of liquidity not otherwise available, and will eliminate the shareholders' exposure to fluctuations in market value of the Shares. In addition, the Offer will allow shareholders to pursue other investment alternatives. An investment in the Company on December 27, 1995 (the first day it traded as a public company) would have yielded a negative return or loss of 29% as of December 31, 1999. An investment during the same time period in S&P500 or NASDAQ would have yielded a positive return or gain of 155% or 293%, respectively. - GOING CONCERN VALUE. The Filing Persons considered the Company's going concern value as a public company in the absence of an offer to acquire the Company and determined that the Original Offer to Purchase was at a significant premium to the likely near term trading range of the Company's stock based on the Company's near term prospects. In connection with its consideration of the matter, the Filing Persons reviewed a segment valuation analysis, assuming the Company remained public, provided by Deutsche Bank, financial advisor to Mr. Murdock and FLX. A summary of this analysis is given in the Original Offer to Purchase. This analysis showed a per share value range of $4.27 to $7.64, implying a discount of 64.6% to 36.7% to the Company's stock price before the announcement of the proposed acquisition. - PRICES PAID IN PREVIOUS PURCHASES. This was not considered a material factor by the Filing Persons since they have not conducted any prior stock purchases of the common stock of the Company within the past two years. - GOING PRIVATE TRANSACTION PREMIA ANALYSIS. As more fully described in the Original Offer to Purchase, Deutsche Bank provided an analysis regarding transaction premia experienced in certain "going private" transactions. Deutsche Bank's analysis showed that the premium implied by a $17.00 per share offer exceeded the median premia for the selected "going private" transactions. - LIQUIDATION VALUE. The Filing Persons considered liquidation of the Company but rejected it as an alternative because of the length of time, transaction costs, and uncertainty involved. - NET BOOK VALUE. Net book value was not a significant factor considered by the Filing Persons in formulating the Offer, and, like liquidation value, was given little or no weight by the Filing Persons due to the impracticality and uncertainty of realizing upon it and the fact that (i) book value has not been reflected in the Company's historical stock market prices and (ii) book value does not relate to the estimated fair values of underlying business segments. Subsequent to the Original Offer to Purchase the Plaintiffs in the class action lawsuits filed to challenge the Original Offer to Purchase focused extensively on book value or net asset value per share and there has been public commentary by analysts about such values. The Filing Persons continue to believe that the net book value per share is not the appropriate basis to value the Shares and believe the historical market prices for the Shares, as well as the analyses conducted by Mr. Murdock's and FLX's financial advisor, Deutsche Bank, and the separate analysis conducted by the Special Committee's financial advisor, Bear Stearns, support their view. - FAIRNESS OPINION OF BEAR STEARNS. The Filing Persons considered the fact that Bear Stearns, financial advisor to the Special Committee, delivered its opinion to the effect that the consideration in the Original Offer to Purchase was fair from a financial point of view to the Company's shareholders, other than FLX and its affiliates. - FIRM OFFERS BY UNAFFILIATED PERSONS. The Filing Persons did not consider this as a factor since they were not aware of any firm offers from unaffiliated persons within the last two years. IN CONSIDERING THE FINANCIAL ANALYSES PROVIDED BY DEUTSCHE BANK, THE FILING PERSONS NOTED THAT DEUTSCHE BANK HAS NOT ACTED AS FINANCIAL ADVISOR TO THE COMPANY, THE COMPANY BOARD OR THE SPECIAL COMMITTEE. DEUTSCHE BANK WAS NOT REQUESTED TO, AND DID NOT, RENDER AN OPINION WITH RESPECT TO THE FAIRNESS OF THE TRANSACTION OR THE CONSIDERATION TO BE PAID IN THE OFFER AND MERGER, OR AS TO VALUATION OR OTHERWISE. DEUTSCHE BANK CAUTIONED THE FILING PERSONS THAT ITS ANALYSES DO NOT CONSTITUTE A RECOMMENDATION TO THE COMPANY OR ITS SHAREHOLDERS AS TO THE TRANSACTION, AS TO WHETHER SHAREHOLDERS SHOULD TENDER THEIR SHARES, OR AS TO HOW THEY SHOULD VOTE WITH RESPECT TO THE TRANSACTION, AND SHOULD NOT BE RELIED ON AS A BASIS FOR ANY INVESTMENT DECISION. In deciding to increase the Offer price, the Filing Persons considered these matters again and noted the absence of any competing proposals for an acquisition of the Company or its assets since the Original Offer to Purchase was annouced. They continue to believe the terms and conditions of the Original Offer to Purchase, the First Supplement and the Merger are fair to the shareholders of the Company not affiliated with the Filing Persons. PROCEDURAL FACTORS The Filing Persons believe the that the terms and conditions of the Offer and the Merger are procedurally fair to the Company and to shareholders unaffiliated with the Filing Persons, based on the following: - APPROVAL OF SECURITY HOLDERS. The terms of the Offer explicitly require as a minimum condition to the consummation of the Offer and Merger that more than 75% of the Shares held by security holders unaffiliated with the Filing Persons be tendered prior to the expiration of the Offer (the "Minimum Condition"). The Offer also provides that the Minimum Condition may be waived by the Filing Persons, but not without consulting with the Special Committee. In addition, Filing Persons cannot waive the Minimum Condition if they would hold less than a majority of the Shares following the acceptance of Shares, without the express written consent of the Company. - UNAFFILIATED REPRESENTATIVE. The Filing Persons believe that there was no need to retain any additional unaffiliated representatives to act on behalf of the shareholders (excluding the Filing Persons), since the unaffiliated status of the members of the Special Committee and the retention by the Special Committee of its own independent legal counsel and financial advisor permitted the Special Committee to effectively represent the interests of such shareholders. - APPROVAL OF DIRECTORS. The Offer and Merger were approved by a majority of the Company Board who were not affiliated with any of the Filing Persons. In addition, the Special Committee, which consisted of independent directors appointed to represent the interests of the Company's shareholders, other than the Filing Persons, and which was represented by its own independent legal counsel and advised by its own financial advisor, unanimously determined that the terms of the Offer and Merger, including the increase in the Offer price to $19.25 and the other terms set forth in the First Supplement are fair to the shareholders, other than to the Filing Persons, and recommended to the Company Board that the Offer and Merger as revised be approved. The foregoing discussion concerning the material factors considered by the Filing Persons in concluding that the Offer and Merger, as revised, are fair to the unaffiliated shareholders, is not intended to replace the discussion of the factors set forth in the Original Offer to Purchase, but only supplements such discussion. As a result, the foregoing discussion is not a complete list of the factors considered by the Filing Persons and must be read together with the Original Offer to Purchase. RECOMMENDATION OF THE COMPANY BOARD AND SPECIAL COMMITTEE All recommendations by the Company Board and the Special Committee to the effect that the Offer and Merger are fair to and in the best interest of the shareholders of the Company, mean to the shareholders which are unaffiliated with the Filing Persons. Item 9. Reports, Opinions, Appraisals and Negotiations. BEAR STEARNS' ANALYSIS Bear Stearns' written opinion that the consideration set forth in the Offer is fair from a financial point of view to the shareholders, other than the Filing Persons, which opinion is attached to the Original Offer to Purchase as Exhibit A, also contains a limiting statement that it is intended solely for the benefit and use of the Special Committee. Bear Stearns was not retained by and did not report to the Filing Persons, but to the Special Committee, and the Special Committee accepted the fairness opinion with such limiting statement. The Filing Persons express no position as to whether such limiting statement would be recognized by a court of competent jurisdiction as a valid defense to any claim brought by a shareholder, but in any case, no such limiting statement affects the rights and responsibilities of the Company Board under applicable law, or of the Company Board or Bear Stearns under federal securities laws. Item 10. Source and Amount of Funds or Other Consideration. As discussed in the First Supplement, the Filing Persons have obtained a financing commitment for a bridge loan that covers the increased offer price. No alternative financing plan exists other than as stated in the First Supplement. Item.12. EXHIBITS Item 12 of the Tender Offer Statement is supplemented by adding the following information thereto: 99(a)(18) First Supplement, dated June 28, 2000, to Offer to Purchase dated May 31, 2000 99(a)(19) Revised Form of Letter of Transmittal 99(a)(20) Revised Form of Notice of Guaranteed Delivery 99)(a)(21) Revised Form of Letter to Broker, Dealers, Commercial Banks, Trust Companies and Other Nominees 99(a)(22) Revised Form of Letter to Our Clients 99(a)(23) Letter from Flexi-Van Leasing, Inc. to the Shareholders of Castle & Cooke, Inc. dated June 28, 2000 99(c)(5) Appendix C of Presentation of Bear Stearns & Co., Inc. dated May 19, 2000 (a Confidential Treatment Request was filed with the SEC with respect to this Appendix) (which request has been denied) 99(d)(4) Amendment to Agreement and Plan of Merger dated June 27, 2000, among Purchaser, Parent, FLX and the Company (included as Exhibit A to the First Supplement to Offer to Purchase) SIGNATURE After due 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: June 28, 2000 CASTLE ACQUISITION CORPORATION, INC. By: /s/ DAVID H. MURDOCK -------------------------------------- Name: David H. Murdock ----------------------------- Title: Chairman of the Board, CEO & President ---------------------------------------- CASTLE & COOKE HOLDINGS, INC. By: /s/ DAVID H. MURDOCK -------------------------------------- Name: David H. Murdock ----------------------------- Title: Chairman of the Board, CEO & President ---------------------------------------- FLEXI-VAN LEASING, INC. By: /s/ DAVID H. MURDOCK -------------------------------------- Name: David H. Murdock ----------------------------- Title: Chairman of the Board & CEO ---------------------------------------- DAVID H. MURDOCK /s/ DAVID H. MURDOCK ------------------------------ 3 EX-99.A(18) 2 ex-99_a18.txt EXHIBIT 99(A)(18) FIRST SUPPLEMENT DATED JUNE 28, 2000 TO OFFER TO PURCHASE FOR CASH DATED MAY 31, 2000 CASTLE ACQUISITION COMPANY, INC. An Indirect Wholly-Owned Subsidiary of FLEXI-VAN LEASING, INC. Has Amended its Offer to Purchase for Cash and is Now Offering to Purchase Each Outstanding Share of Common Stock, of CASTLE & COOKE, INC. at $19.25 net Per Share in Cash - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 6, 2000, UNLESS THE OFFER IS EXTENDED. THE OFFER TO PURCHASE, THIS SUPPLEMENT AND THE REVISED GREY LETTER OF TRANSMITTAL AS DEFINED HEREIN CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. ------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ The following information amends and supplements the Offer to Purchase for Cash dated May 31, 2000 (the "Original Offer") of Castle Acquisition Company, Inc., a Hawaii Corporation ("Purchaser") and a wholly owned subsidiary of Castle & Cooke Holdings, Inc., a Delaware corporation ("Parent") and a wholly owned subsidiary of Flexi-Van Leasing, Inc., a Delaware corporation ("FLX"), which is 100% owned by David H. Murdock, pursuant to which Purchaser offered to purchase all of the outstanding shares of common stock, having no par value (the "Shares") of Castle & Cooke, Inc., a Hawaii corporation (the "Company"), at a price of $18.50 per Share (the "Offer Price"), net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal. This First Supplement, dated June 28, 2000, to the Original Offer (the "Supplement") provides information with respect to an increase in the Offer Price from $18.50 per Share to $19.25 per Share, and certain other additional information. ------------------------ IMPORTANT This Supplement should be read in conjunction with the Offer to Purchase. Except as set forth in this Supplement and the revised GREY Letter of Transmittal, the terms and conditions previously set forth in the Offer to Purchase and the original BLUE Letter of Transmittal remain applicable in all respects to this Supplement. Terms used but not defined in this Supplement have the meanings set forth in the Original Offer. Any shareholder desiring to tender all or any portion of his shares should either (1) complete and sign the original BLUE or the revised GREY Letter of Transmittal or a facsimile thereof in accordance with the instructions in the revised GREY Letter of Transmittal, have his signature thereon guaranteed if required by Instruction 1 of either Letter of Transmittal and mail or deliver either Letter of Transmittal or such facsimile with his certificates evidencing his Shares and any other required documents to the Depositary, or follow the procedure for book-entry transfer of Shares set forth in PROCEDURE FOR TENDERING SHARES of the Original Offer, or (2) request his broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him. Shareholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender their Shares. A shareholder who wants to tender Shares and whose certificates representing such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the expiration of the Offer, may tender such Shares by following the procedures for guaranteed delivery set forth in PROCEDURE FOR TENDERING SHARES of the Original Offer. Questions and requests for assistance may be directed to Georgeson Shareholder Communications Inc. (the "Information Agent") or Deutsche Bank Securities Inc. (the "Dealer Manager") at their respective addresses and telephone numbers set forth below and on the back cover of this Supplement. Additional copies of this Supplement, the revised GREY Letter of Transmittal, the revised Notice of Guaranteed Delivery and other related materials may be obtained from the Information Agent or from brokers, dealers, commercial banks and trust companies. THE DEALER MANAGER FOR THE OFFER IS: Deutsche Banc Alex. Brown Deutsche Bank Securities Inc. 130 Liberty Street, 33(rd) Floor New York, New York 10006 (212) 250-6000 (Call Collect) THE INFORMATION AGENT FOR THE OFFER IS: [LOGO] 17 State Street, 10(th) Floor New York, New York, 10004 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll-Free: (800) 223-2064 TABLE OF CONTENTS
PAGE -------- Introduction................................................ 1 Tendering Shares............................................ 1 Summary of the Supplement to the Offer...................... 2 Background of the Revised Offer............................. 3 Fairness of the Transaction................................. 4 Source and Amount of Funds.................................. 6 The Merger Agreement; Conditions to the Offer............... 6 Miscellaneous............................................... 7
INTRODUCTION On June 22, 2000, Purchaser and Parent amended the Original Offer to increase the Offer Price and the Merger Consideration from $18.50 per Share to $19.25 per Share as contemplated by the terms of a proposed settlement of eight class action lawsuits filed against the Company, FLX, and Mr. David H. Murdock, among other parties, relating to the Original Offer and the Merger. On June 28, 2000, Purchaser and Parent further amended the Original Offer to increase the Minimum Condition (the number of shares which must be tendered before Purchaser is obliged to purchase tendered shares) from 50% to 75% of the Shares Purchaser and its affiliates do not presently own. The Original Offer, as revised by this Supplement, is referred to herein as the "Revised Offer." The increase in the Offer Price and the Merger Consideration is reflected in the Amendment to the Agreement and Plan of Merger, dated as of June 27, 2000, among Parent, Purchaser, FLX and the Company (the "Amendment"). TENDERING SHARES Any shareholder desiring to tender all or any portion of his shares should either (1) complete and sign the original BLUE or the revised GREY Letter of Transmittal or a facsimile thereof in accordance with the instructions in the revised GREY Letter of Transmittal, have his signature thereon guaranteed if required by Instruction 1 of either Letter of Transmittal and mail or deliver either Letter of Transmittal or such facsimile with his certificates evidencing his Shares and any other required documents to the Depositary, or follow the procedure for book-entry transfer of Shares set forth in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase, or (2) request his broker, dealer, commercial bank, trust company or other nominee to effect the transaction for him. Shareholders having Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender their Shares. A shareholder who wants to tender Shares and whose certificates representing such Shares are not immediately available, or who cannot comply with the procedures for book-entry transfer on a timely basis, or who cannot deliver all required documents to the Depositary prior to the expiration of the Revised Offer, may tender such Shares by following the procedures for guaranteed delivery set forth in PROCEDURE FOR TENDERING SHARES of the Original Offer. SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED SHARES PURSUANT TO THE ORIGINAL OFFER AND WHO HAVE NOT WITHDRAWN THOSE SHARES NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO TENDER SHARES PURSUANT TO THE REVISED OFFER AND RECEIVE THE INCREASED OFFER PRICE. SHAREHOLDERS WHO HAVE TENDERED SHARES PURSUANT TO THE GUARANTEED DELIVERY PROCEDURE BUT HAVE NOT COMPLETED THE REQUIRED STEPS STILL NEED TO DO SO. SEE PROCEDURES FOR TENDERING SHARES IN THE ORIGINAL OFFER. 1 I. SUMMARY OF THE REVISED TERMS OF THE OFFER Castle Acquisition Company, Inc. is offering to purchase all of the outstanding common stock of Castle & Cooke, Inc. for $19.25 net per share in cash. The following are some of the questions you, as a shareholder of Castle & Cooke, Inc., may have regarding the Revised Offer and answers to those questions. We urge you to carefully read this Supplement in its entirety in connection with the terms of the Original Offer, and the accompanying revised GREY Letter of Transmittal because the information in this summary is not complete and additional important information is contained in both the remainder of this Supplement, in the Original Offer, and in the revised GREY Letter of Transmittal. HOW MUCH ARE YOU OFFERING TO PAY FOR MY SECURITIES AND WHAT IS THE FORM OF PAYMENT? We are offering to pay $19.25 per share in cash, less any required withholding taxes, and without the payment of interest. The other payment terms remain the same as stated in the Original Offer. You are encouraged to read the Original Offer in its entirety. See INTRODUCTION, above. WHY HAS THE PRICE CHANGED FROM THE PRICE SHOWN IN THE ORIGINAL OFFER Eight purported class action lawsuits were filed against Castle & Cooke, Inc., Mr. David H. Murdock, and related parties, based upon the proposed transactions described in the Original Offer. See CERTAIN LEGAL MATTERS in the Original Offer. Since the Original Offer was filed, the parties have reached a tentative settlement with the plaintiffs. One of the terms of the settlement was a price increase from $18.50 to $19.25. See BACKGROUND OF THE REVISED OFFER, below. HAS THE COMPANY APPROVED THIS REVISED OFFER? The higher offer price and the other terms of the Revised Offer described in this Supplement have been approved by the Board of Directors of Castle & Cooke, Inc. and its Special Committee of disinterested directors. See BACKGROUND OF THE REVISED OFFER, below. WILL THE PURCHASERS BE ABLE TO FINANCE THE HIGHER PURCHASE PRICE? Castle Acquisition Company, Inc. has received commitments for both a bridge loan and a permanent financing arrangement which will provide sufficient funding to pay the increased offer price to shareholders who tender their shares, and whose shares are accepted in the Revised Offer, as well as all of the fees and expenses incurred in connection with the Revised Offer. See SOURCE AND AMOUNT OF FUNDS, below. WHAT ARE THE ADDITIONAL CONDITIONS TO YOUR COMPLETING THE TENDER OFFER? We are not required to complete the tender offer unless (1) the number of tendered shares represents more than 75% of the outstanding shares of common stock which we, or our affiliates, do not already own; and (2) the other conditions described in the Original Offer are satisfied. See CONDITIONS TO THE OFFER in the Original Offer. Based on the number of shares outstanding as of May 19, 2000, the number of shares not owned by us that must be validly tendered and not withdrawn in order to meet the first conditions is 9,418,893. In addition to the conditions described in the Original Offer, we are not required to accept for payment, or pay for, any shares tendered in the Revised Offer if the parties to the litigation have not signed a settlement stipulation, or if such stipulation has not been submitted to a court for approval and approved on a preliminary basis. In that case, we will extend the Revised Offer (but not to a date beyond August 15, 2000) to permit the execution, submission, and preliminary approval of a settlement stipulation, unless we otherwise have the right to terminate the Revised Offer. See THE MERGER AGREEMENT; CONDITIONS TO THE REVISED OFFER, below. IS THE REVISED OFFER CHANGING THE TIME I HAVE TO TENDER MY SHARES? We are not extending the Original Offer by filing this Supplement, or otherwise changing the length of time the Original Offer will remain open. You therefore have the same amount of time to tender your 2 shares under the Revised Offer as you did under the terms of the Original Offer. Therefore, under the terms of the Revised Offer, you have at least until 12:00 midnight, New York City time, on July 6, 2000, or such longer period as required by law, to decide whether you would like to tender your shares in the Revised Offer. See MISCELLANEOUS, below. WHAT WILL HAPPEN IF THE NUMBER OF SHARES TENDERED IS LESS THAN SEVENTY-FIVE PERCENT OF THE SHARES YOU DO NOT ALREADY OWN? We have the right to extend the offer so this condition can be met or to waive this condition (after consulting with the Company's Special Committee of independent directors) or depending on the circumstances, to abandon the offer. We will determine what to do once we know what shares are tendered and by whom. WILL THERE BE A SUBSEQUENT OFFERING PERIOD? Following the initial acceptance of the shares, we will grant a subsequent offering period of five days pursuant to Rule 14d-11 of the Securities Exchange Act of 1934, as amended. See MISCELLANEOUS, below. WHAT IF I HAVE ALREADY TENDERED MY SHARES? If you have previously validly tendered your shares in the Original Offer and have not withdrawn them, you do not need to take any further action. See TENDERING SHARES, above. If you have previously tendered your shares pursuant to the guaranteed delivery procedure and have not yet completed the required steps, you will need to complete those steps. See PROCEDURE FOR TENDERING SHARES in the Original Offer. HOW CAN I GET FURTHER INFORMATION? You can call Georgeson Shareholder Communications Inc., at (800) 223-2064 (toll free). Georgeson Shareholder Communications Inc. is continuing to act as the Information Agent for our tender offer. II. BACKGROUND TO THE REVISED OFFER On May 31, 2000, Castle Acquisition Company, Inc., a Hawaii corporation ("Purchaser") and a wholly owned subsidiary of Castle & Cooke Holdings, Inc. ("Parent"), a Delaware corporation and a wholly owned subsidiary of Flexi-Van Leasing, Inc., a Delaware corporation ("FLX"), which is 100% owned by David H. Murdock, commenced an offer to purchase all outstanding shares of common stock, without par value (the "Shares"), of Castle & Cooke, Inc., a Hawaii corporation (the "Company"), at a price of $18.50 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 31, 2000 (the "Original Offer"). The Original Offer was intended to permit Purchaser to acquire all of the outstanding Shares not already owned by Purchaser or its affiliates, including FLX, thereby causing the Company to become a wholly-owned indirect subsidiary of FLX. The Original Offer also contemplated that Purchaser would be merged with and into the Company pursuant to the Agreement and Plan of Merger, dated as of May 19, 2000, by and among FLX, Purchaser, Parent, and the Company (the "Merger"; the "Merger Agreement"). The Original Offer described several class actions filed by shareholders of the Company against FLX, Mr. Murdock, the Company, and other related parties in connection with the matters contemplated by the Original Offer (the "Pending Actions"), including the Merger. The parties have recently reached a tentative settlement with respect to the Pending Actions, and have negotiated a settlement stipulation (the "Stipulation of Settlement"), which describes the terms of the tentative settlement (the "Settlement"). The Settlement provides for a new offer price per share of $19.25 (the "Revised Offer Price"), which represents a 59% premium over the closing market price of the Shares on March 29, 2000, the last full trading day prior to the initial public announcement of the proposal by FLX to acquire the Company (the "Proposal"), and a 13% premium over the $17.00 per share price presented in the Proposal. The Settlement terms also include (i) dismissal of all Pending Actions, (ii) release of all claims which the proposed class of plaintiffs in 3 the Pending Actions (the "Plaintiffs") would have against FLX and its affiliates, the Company, their advisors, and the officers and directors of the Company (including Mr. Murdock) and all their affiliates, (iii) the release by FLX and the Company of all claims against the Plaintiffs and their advisors and (iv) an acknowledgment that Purchaser will increase the minimum number of Shares that must be tendered before Parent and Purchaser are required to complete the Revised Offer (the "Minimum Condition") from a simple majority to more than 75% of the Shares held by shareholders not affiliated with Purchaser. Purchaser believes that the Minimum Condition will be satisfied if 9,418,893 shares held by shareholders unaffiliated with Purchaser are validly tendered and not withdrawn. FLX and the Company will agree not to oppose the application for legal fees and costs submitted by Plaintiffs' counsel, provided such fees do not exceed $5,000,000 in the aggregate. The Settlement is not yet final and remains subject to, preliminary court approval and final court approval after notice to the class. The Settlement provides that the Revised Offer and Merger can be completed before the Settlement becomes final. It is expected that the Settlement will be submitted for preliminary approval on July 5, 2000. The Special Committee of independent directors (the "Special Committee") and the Board of Directors of the Company (the "Company Board") have approved the Settlement in principle. On June 27, 2000, the parties to the Merger Agreement entered into the Amendment to Agreement and Plan of Merger set forth in Exhibit A hereto. III. FAIRNESS OF THE TRANSACTION Mr. Murdock, Parent, FLX, and the Purchaser (collectively, the "Offerors") continue to believe that the terms and conditions of the Original Offer were substantively and procedurally fair to the Company and to its shareholders, including shareholders unaffiliated with any of the Offerors, and believe that the terms and conditions of the Revised Offer and Merger are substantively and procedurally fair to the Company and to its shareholders, including shareholders unaffiliated with the Offerors. They base this belief on the same factors that were discussed in the Original Offer, including, but not limited to, the following: SUBSTANTIVE FACTORS - CURRENT AND HISTORICAL MARKET PRICES. Shareholders who accept the Revised Offer will sell their Shares for cash at a price presenting a premium of approximately 59% over the closing market price of the Shares on March 29, 2000. This will provide a source of liquidity not otherwise available, and will eliminate the shareholders' exposure to fluctuations in market value of the Shares. In addition, the cash received in the Revised Offer will allow shareholders to pursue other investment alternatives. An investment in the Company on December 27, 1995 (the first day it traded as a public company) would have yielded a negative return or loss of 29% as of December 31, 1999. An investment during the same time period in the S&P 500 or NASDAQ would have yielded a positive return or gain of 155% or 293%, respectively. - GOING CONCERN VALUE. The Offerors considered the Company's "going concern" value as a public company in the absence of an offer to acquire the Company and determined that the Original Offer was at a significant premium to the likely near term trading range of the Company's stock based on the Company's near term prospects. In connection with its consideration of this matter, the Offerors reviewed a segment valuation analysis, assuming the Company remained public, provided by Deutsche Bank, financial advisor to Mr. Murdock and FLX. A summary of this analysis is given in the Original Offer. This analysis showed a per share value range of $7.64 to $4.27, implying a discount of 36.7% to 64.6% to the Company's stock price before the announcement of the Proposal. 4 - PRICES PAID IN PREVIOUS PURCHASES. This was not considered a material factor by the Offerors since they have not conducted any prior stock purchases of the common stock of the Company within the past two years. - GOING PRIVATE TRANSACTION PREMIA ANALYSIS. As more fully described in the Original Offer, Deutsche Bank provided an analysis regarding transaction premia experienced in certain "going private" transactions. Deutsche Bank's analysis showed that the premium implied by a $17.00 per share offer exceeded the median premia for the selected "going private" transactions. - LIQUIDATION VALUE. The Offerors considered liquidation of the Company but rejected it as an alternative because of the length of time, transaction costs, and uncertainty involved. - NET BOOK VALUE. Net book value was not a significant factor considered by the Offerors in formulating the Original Offer and the Revised Offer and, like liquidation value, was accorded little or no weight due to the impracticality and uncertainty of realizing upon it and the fact that (i) book value has not been reflected in the Company's historical stock market prices and (ii) book value does not relate to the estimated fair values of the underlying business segments. Subsequent to the Original Offer, the Plaintiffs focused extensively on book value or net asset value per share, and there has been public commentary by analysts about such values. The Offerors continue to believe that net book value per share is not the appropriate basis to value the Shares and believe the historical market prices for the Shares, as well as the analysis conducted by Mr. Murdock's and FLX's financial advisor, Deutsche Bank, and the separate analysis conducted by the Special Committee's financial advisor, Bear Stearns, support their view. - FAIRNESS OPINION OF BEAR STEARNS. Bear Stearns financial advisor to the Special Committee, delivered its opinion to the Special Committee to the effect that the consideration in the Original Offer was fair, from a financial point of view, to the Company's shareholders other than the Offerors. - FIRM OFFERS BY UNAFFILIATED PERSONS. The Offerors did not consider this as a factor since they were not aware of any firm offers from unaffiliated persons within the two years prior to the date of this Supplement. IN CONSIDERING THE FINANCIAL ANALYSES PROVIDED BY DEUTSCHE BANK, THE OFFERORS NOTED THAT DEUTSCHE BANK HAS NOT ACTED AS FINANCIAL ADVISOR TO THE COMPANY, THE COMPANY BOARD, OR THE SPECIAL COMMITTEE. DEUTSCHE BANK WAS NOT REQUESTED TO, AND DID NOT, RENDER AN OPINION WITH RESPECT TO THE FAIRNESS OF THE TRANSACTION OR THE CONSIDERATION TO BE PAID IN THE ORIGINAL OFFER AND MERGER, OR AS TO VALUATION OR OTHERWISE. DEUTSCHE BANK CAUTIONED THE OFFERORS THAT ITS ANALYSES DO NOT CONSTITUTE A RECOMMENDATION TO THE COMPANY OR ITS SHAREHOLDERS AS TO THE TRANSACTION, AS TO WHETHER SHAREHOLDERS SHOULD TENDER THEIR SHARES OR AS TO HOW THEY SHOULD VOTE WITH RESPECT TO THE TRANSACTION, AND SHOULD NOT BE RELIED UPON AS A BASIS FOR ANY INVESTMENT DECISION. In deciding to increase the Offer Price, the Offerors considered these matters again and noted the absence of any competing proposals for an acquisition of the Company or its assets since the Original Offer was announced. They continue to believe the terms and conditions of the Original Offer, the Revised Offer, and the Merger are fair to the shareholders of the Company not affiliated with the Offerors. PROCEDURAL FACTORS - APPROVAL OF SECURITY HOLDERS. The terms of the Revised Offer explicitly require that the Minimum Condition must be satisfied prior to the expiration of the Revised Offer. The Revised Offer also provides that the Minimum Condition may be waived by the Offerors, but not without consulting with the Special Committee. In addition, the Offerors cannot waive the Minimum Condition if they would hold less than a majority of the outstanding shares following the acceptance of the Shares, without the express written consent of the Company. 5 - UNAFFILIATED REPRESENTATIVE. The Offerors believe that there was no need to retain any additional unaffiliated representatives to act on behalf of the shareholders (other than the Offerors), since the unaffiliated status of the members of the Special Committee and the retention by the Special Committee of its own independent legal counsel and financial advisor permitted the Special Committee to effectively represent the interests of such shareholders. - APPROVAL OF DIRECTORS. The Original Offer, the Revised Offer, the Merger and the Amendment were approved by a majority of the members of the Company Board who were not affiliated with any of the Offerors, as well as by the entire Company Board. In addition, the Special Committee, which consisted of independent directors appointed to represent the interests of the Company's shareholders, other than Offerors, and which was represented by its own independent legal counsel and advised by its own financial advisor, unanimously determined that the terms of the Original Offer and Merger are fair to the shareholders, other than to the Offerors, and recommended to the Company Board that the Original Offer and Merger be approved. IV. SOURCE AND AMOUNT OF FUNDS After considering the Revised Offer Price, the total amount of funds required to consummate the Revised Offer, assuming all Shares are tendered and including estimated fees and expenses, is approximately $248 million. Parent will obtain 4,501,310 Shares and $25 million from FLX, and will obtain the rest of the necessary funds through outside financing sources. Parent has obtained a commitment from Bankers Trust Company ("BTC") for a bridge loan facility of up to $235 million (the "Bridge Loan"), which will provide funds to pay the Revised Offer Price to all shareholders who tender Shares, as well as a commitment from BTC for permanent financing in an amount up to $300 million (the "Permanent Loan"). The obligations of BTC to provide the Bridge Loan and the Permanent Loan are subject to certain conditions including (i) the execution by Parent and its affiliates of financing documents evidencing the Bridge Loan and the Permanent Loan, in forms acceptable to BTC (collectively, the "Loan Documents") and (ii) the execution of the Stipulation of Settlement, and preliminary court approval of the Settlement (but not final approval) after notice to class members. There are no alternative financing plans other than the Bridge Loan and the Permanent Loan. It is expected that the Loan Documents will be completed in the ordinary course while the Revised Offer is outstanding and signed on or before the date funds are needed. V. THE MERGER AGREEMENT; CONDITIONS TO THE OFFER In connection with the Settlement, FLX, Parent, Purchaser and the Company executed the Amendment to Agreement and Plan of Merger set forth in Exhibit A hereto which provided for the following, in addition to the Revised Offer Price: -- An increase in the Minimum Condition from a simple majority of the Shares held by security holders not affiliated with the Offerors to more than 75% of such Shares; -- Allowing certain persons who hold employee stock options to purchase common stock of the Company (the "Optionholders") to elect to receive payment for options cancelled in the Merger through the Company's Deferred Compensation Plan, rather than receiving a cash payment at the time of the Merger, as contemplated by the original terms of the Merger Agreement; -- Giving Parent and Purchaser the right not to accept tendered shares if the Stipulation of Settlement is not executed, submitted to a court for approval, and approved on a preliminary basis by such court prior to the scheduled expiration date of the Revised Offer; and -- Requiring Parent and Purchaser to extend the Revised Offer (but not beyond August 15, 2000) if the Stipulation of Settlement has not been executed, submitted to a court for approval and approved on a preliminary basis, in order to permit such execution, submission, and approval. 6 The portion of the Amendment referring to the Company's Deferred Compensation Plan is designed to avoid any restrictions, under the Merger Agreement, on the rights of a Company executive to defer amounts payable upon the cancellation of options. This plan, approved by the Company's Compensation and Benefits Committee, is an unfunded deferred compensation plan for executive officers and certain other highly compensated executives selected by the Committee, pursuant to which certain cash compensation may be deferred at the election of the participant. Participants may elect to defer base salary and bonuses and (except for Mr. Murdock) defer any cash payable to them pursuant to Section 3.2 of the Merger Agreement (i.e., cash payable in respect of unexercised options at the time of the Merger). Amounts deferred are indexed under the plan to various investment alternatives, all of which are unrelated to the Company, for purposes of determining actual payout amounts as of applicable deferred payment dates. VI. MISCELLANEOUS Unless a term of the Original Offer is discussed in this Supplement, such term or condition remains the same as described in the Original Offer. Therefore, shareholders of the Company should read the Original Offer in its entirety, as this Supplement only addresses the conditions that have changed and the Original Offer contains important information necessary for shareholders of the Company to tender their Shares. Following the initial acceptance of Shares, Purchaser will grant a supplemental offering period of five days pursuant to Rule 14d-11 of the Securities Exchange Act of 1934, as amended. This Supplement is not an extension of the Original Offer. The Revised Offer will remain open until midnight, New York City time, on July 6, 2000, or such later date as required by law. 7 Facsimile copies of both the revised GREY and original BLUE Letters of Transmittal, properly completed and duly executed, will be accepted. Any Letter of Transmittal, certificates for Shares and other required documents should be sent or delivered by each shareholder of the Company or his broker, dealer, commercial bank, trust company or other nominee to the Depositary, at one of the addresses set forth below: The Depositary for the Offer is: EquiServe Trust Company, N.A. BY MAIL: BY OVERNIGHT COURIER BY HAND: EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting Attn: Corporate Actions Attn: Corporate Actions Services, Inc. P. O. Box 8029 150 Royall Street c/o EquiServe Trust Company, Boston, MA 02266-8029 Canton, MA 02021 N.A. 100 William Street/Galleria New York, NY 10038 BY FACSIMILE TRANSMISSIONS (FOR ELIGIBLE INSTITUTIONS ONLY) (781) 575-2232 CONFIRM BY TELEPHONE: (800) 733-5001
Any questions or requests for assistance or additional copies of this Supplement, the Original Offer, the Letters of Transmittal and other tender offer materials may be directed to the Information Agent or to brokers, dealers, commercial banks or trust companies. The Dealer Manager for the Offer is: Deutsche Banc Alex. Brown Deutsche Bank Securities Inc. 130 Liberty Street, 33(rd) Floor New York, New York 10006 (212) 250-6000 (Call Collect) The Information Agent for the Offer is: [LOGO] 17 State Street, 10(th) Floor New York, New York, 10004 Banks and Brokers Call Collect: (212) 440-9800 All Others Call Toll-Free: (800) 223-2064 EXCEPT AS MODIFIED BY THIS SUPPLEMENT, THE TERMS AND CONDITIONS SET FORTH IN THE ORIGINAL OFFER REMAIN APPLICABLE IN ALL RESPECTS TO THE REVISED OFFER AND THIS SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE ORIGINAL OFFER AND THE REVISED GREY LETTER OF TRANSMITTAL. EXHIBIT A AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment (the "Amendment") to the Agreement and Plan of Merger dated as of May 19, 2000 by and among Flexi-Van Leasing, Inc., a Delaware corporation ("FLX"), Castle & Cooke Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of FLX ("Buyer"), and Castle Acquisition Company, Inc., a Hawaii corporation and wholly-owned subsidiary of Buyer ("MergerCo"), on the one hand, and Castle and Cooke, Inc., a Hawaii corporation ("Castle"), on the other hand (the "Merger Agreement"), is entered into as of the 27th day of June, 2000, by and among FLX, Buyer, MergerCo and Castle. WHEREAS, the parties to this Amendment have previously entered into the Merger Agreement, which provided for certain transactions, including the commencement by Buyer and MergerCo of an offer to purchase all of the outstanding shares of common stock, having no par value, of Castle (the "Offer"), and following the consummation of the Offer, the merger of MergerCo with and into Castle (the "Merger"), with Castle becoming a wholly-owned indirect subsidiary of FLX, subject to the terms and conditions set forth in the Merger Agreement; and WHEREAS, each of Castle, the directors of Castle, FLX and David H. Murdock, the sole shareholder of FLX and Chairman of Castle, have been named as defendants in eight purported class actions in connection with the transactions contemplated by the Merger Agreement and the Offer (the "Pending Actions"); and WHEREAS, counsel to Castle and FLX, FLX, Castle, and the representatives of the plaintiffs in the Pending Actions have reached an agreement in principle, providing for, among other things, the settlement of the Pending Actions and, in connection therewith, an increase in the consideration payable in the Offer and the Merger, and appropriate amendments to the Merger Agreement and other documents prepared in connection with the Offer; and WHEREAS, Section 1.1.1(d) of the Merger Agreement provides that the consent of Castle and the Special Committee is required to impose additional conditions on the Offer, which consent has been obtained, and Section 9.3 of the Merger Agreement provides that the Merger Agreement may be amended or supplemented pursuant to a writing executed by the parties; and WHEREAS, FLX, Buyer and MergerCo desire to amend the terms of the Offer, and FLX, Buyer, MergerCo and Castle desire to amend the corresponding provisions of the Merger Agreement and in order to reflect the changed circumstances of the Offer: THEREFORE, in consideration of the execution of the Merger Agreement and this Amendment, and the mutual premises and covenants contained therein and herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. All capitalized terms not otherwise defined shall have the meaning set forth in the Merger Agreement. 2. Section 1.1.1(b)(i) of the Merger Agreement is hereby amended by deleting "more than 50%," and replacing it with "more than 75%," with respect to defining the Minimum Condition. 3. Section 3.1(c)(iii) of the Merger Agreement is hereby amended by deleting the reference to the $18.50 Merger Consideration, and replacing such reference with $19.25. A-1 4. Section 3.2(a) of the Merger Agreement is hereby amended and restated in its entirety, as follows: "STOCK OPTIONS AND RIGHTS. (a) STOCK OPTIONS AND RIGHTS. As soon as practicable following the date of this Agreement, the Board of Directors of Company (or, if appropriate, any committee administering the applicable plan) shall adopt such resolutions or take such other actions as may be required to effect or confirm the following: (i) all outstanding stock options to purchase shares of Company Common Stock except those options held by David H. Murdock, which shall be canceled ("Company Stock Options"), granted under Company's 1995 Stock Option and Award Plan, as amended (the "Stock Option Plan") shall, as of the Effective Time of the Merger, vest as a consequence of the Merger and shall be canceled upon the Effective Time of the Merger in exchange for the right to the payment in cash from Company upon the Effective Time of the Merger in an amount equal to the product of (1) the total number of shares of Company Common Stock subject to such Company Stock Options, multiplied by (2) the excess of the Merger Consideration over the respective exercise prices per share of Company Common Stock subject to such Company Stock Options, such amount to be paid promptly after the Merger, subject to any applicable payroll or withholding taxes, and any deferral elections under the Company's Deferred Compensation Plan; (ii) all outstanding rights and Stock Units with respect to Common Stock of the Company under the Deferred Stock Compensation Plan for Non-Employee Directors (as amended), as of the Effective Time of the Merger, shall as a consequence of the Merger be converted into unfunded, unsecured rights to receive payment in cash from the Company equal to the product of (1) the number of Stock Units multiplied by (2) the per share cash consideration payable in the Merger, which amount shall be payable by the Company at the time(s) contemplated by the Plan (including applicable elections thereunder), with interest at a rate equal to the applicable federal rate on deferred balances from the Effective Time of the Merger; and (iii) except as provided herein or as otherwise agreed to by the parties, the Stock Option Plan and any other plan, program or arrangement providing for the issuance or grant of any other interest in respect of the capital stock of Company or any of its Subsidiaries shall terminate as of the Effective Time of the Merger, and Company shall ensure that, following the Effective Time of the Merger, no holder of a Company Stock Option or Stock Unit nor any participant in the Stock Option Plan or other incentive compensation plan of the Company shall have any right thereunder to acquire equity securities of the Surviving Corporation or any other equity-based benefit, based on the equity of the Company following the Merger." 5. The Offer Conditions set forth on Annex I to the Merger Agreement are hereby amended as follows: (a) by substituting "9,418,893" for "6,278,762" in subsection (a) of Annex I; and (b) by adding the following after subsection (e) of Annex I: "If a definitive settlement agreement by and among FLX, Buyer, MergerCo, David H. Murdock, the Company, and the other parties thereto in connection with the Pending Actions (the "Settlement Agreement") (i) has not been executed, (ii) has not been submitted to a court for preliminary approval, or (iii) has not been approved on a preliminary basis by the court to which it is submitted, then Buyer and MergerCo shall not be required to accept for payment, or pay for, any shares of Company Common Stock tendered pursuant to the Offer, but shall instead extend the Offer (but not to a date beyond August 15, 2000) to permit the execution, submission and preliminary approval of the Settlement Agreement." A-2 6. The Definitions set forth in Appendix A to the Merger Agreement are hereby amended as follows: (a) by adding the following immediately after the defined term "Offeror": "Pending Actions" shall mean the eight purported class actions brought in connection with the transactions contemplated by the Merger Agreement and the Offer against each of Castle, the directors of Castle, FLX and David H. Murdock. (b) by adding the following immediately after the defined term "Securities Act": "Settlement Agreement" shall mean the definitive settlement agreement in connection with the Pending Actions. 7. The rights and remedies of the parties hereto with respect to this Amendment shall be as set forth in the Merger Agreement. 8. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Facsimile signatures shall be treated as if they were originals. [signature page follows] A-3 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth above. FLEXI-VAN LEASING, INC. By: /s/ DAVID H. MURDOCK ----------------------------------------- David H. Murdock CASTLE & COOKE HOLDINGS, INC. By: /s/ DAVID H. MURDOCK ----------------------------------------- David H. Murdock CASTLE ACQUISITION COMPANY, INC. By: /s/ DAVID H. MURDOCK ----------------------------------------- David H. Murdock CASTLE & COOKE, INC. By: /s/ DEAN R. ESTRADA ----------------------------------------- Dean R. Estrada By: /s/ MARY J. GARNETT ----------------------------------------- Mary J. Garnett
A-4 EX-99.A(19) 3 ex-99_a19.txt EXHIBIT 99(A)(19) SHAREHOLDERS WISHING TO TENDER THEIR SHARES MAY USE EITHER THIS LETTER OF TRANSMITTAL OR THE BLUE LETTER OF TRANSMITTAL THAT WAS PROVIDED WITH THE OFFER TO PURCHASE. SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED (AND NOT WITHDRAWN) SHARES USING THE BLUE LETTER OF TRANSMITTAL NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO TENDER SUCH SHARES. LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK OF CASTLE & COOKE, INC. AT $19.25 NET PER SHARE PURSUANT TO THE OFFER TO PURCHASE FOR CASH DATED MAY 31, 2000 AS SUPPLEMENTED BY THE FIRST SUPPLEMENT THERETO DATED JUNE 28, 2000 OF CASTLE ACQUISITION COMPANY, INC. AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF FLEXI-VAN LEASING, INC. - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 6, 2000, UNLESS THE OFFER IS EXTENDED. SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- THE DEPOSITARY FOR THE OFFER IS: EquiServe Trust Company, N.A. BY MAIL: BY OVERNIGHT COURIER BY HAND: EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting Attn: Corporate Actions Attn: Corporate Actions Services, Inc. P.O. Box 8029 150 Royall Street c/o EquiServe Trust Company, N.A. Boston, MA 02266-8029 Canton, MA 02021 100 William Street/Galleria BY FACSIMILE TRANSMISSIONS (FOR New York, NY 10038 ELIGIBLE INSTITUTIONS ONLY) (781) 575-2232 CONFIRM BY TELEPHONE: (800) 733-5001
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. This revised GREY Letter of Transmittal or the previously circulated BLUE Letter of Transmittal is to be used by shareholders of Castle & Cooke, Inc., if certificates for Shares (as such term is defined below) are to be forwarded herewith or, unless an Agent's Message (as defined in Instruction 2 below) is utilized, if delivery of Shares is to be made by book-entry transfer to an account maintained by the Depositary at a Book-Entry Transfer Facility (as defined in and pursuant to the procedures set forth in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase dated May 31, 2000 (as amended or supplemented by the First Supplement thereto dated June 28, 2000 (the "Supplement"), the "Offer to Purchase")). Shareholders who deliver Shares by book-entry transfer are referred to herein as "Book-Entry Shareholders" and other shareholders who deliver shares are referred to herein as "Certificate Shareholders." Shareholders whose certificates for Shares are not immediately available or who cannot deliver either the certificates for, or a Book-Entry Confirmation (as defined in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase) with respect to, their Shares and all other documents required hereby to the Depositary prior to the Expiration Date (as defined in TERMS OF THE OFFER of the Offer to Purchase) must tender their Shares pursuant to the guaranteed delivery procedures set forth in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase. See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
- ------------------------------------------------------------------------------------------------------ DESCRIPTION OF SHARES TENDERED - ------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED APPEAR(S) ON SHARE CERTIFICATE(S(ATTACH ADDITIONAL LIST, IF NECESSARY) - ------------------------------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARES SHARE CERTIFICATE REPRESENTED BY NUMBER OF NUMBER(S)(1) SHARE SHARES TOTAL SHARES CERTIFICATES TENDERED(2) - ------------------------------------------------------------------------------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- 1 Need not be completed by Book-Entry Shareholders. 2 Unless otherwise indicated, it will be assumed that all Shares represented by Share Certificates delivered to the Depositary are being tendered hereby. See Instruction 4. - -------------------------------------------------------------------------------------------------------------
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY) / / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER): Name of Tendering Institution: _____________________________________________ Cede & Co. Depository Trust Company Account Number: ________________________ Transaction Code Number: ___________________________________________________ / / CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Owner(s): ____________________________________________ Window Ticket Number (if any): _____________________________________________ Date of Execution of Notice of Guaranteed Delivery: ________________________ Name of Institution which Guaranteed Delivery: _____________________________ If delivered by Book-Entry Transfer, provide the following information with respect to the Book-Entry Transfer Facility: Account Number: ___________________ Transaction Code Number: __________________ NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS LETTER OF TRANSMITTAL CAREFULLY. Ladies and Gentlemen: The undersigned hereby tenders to Castle Acquisition Company, Inc. ("Purchaser"), a Hawaii corporation and wholly-owned subsidiary of Castle & Cooke Holdings, Inc., ("Parent"), a Delaware corporation and wholly-owned subsidiary of Flexi-Van Leasing, Inc., a Delaware corporation ("FLX") the above-described shares of common stock, having no par value (the "Shares"), of Castle & Cooke, Inc., a Hawaii corporation (the "Company"), pursuant to Purchaser's offer to purchase all of the outstanding Shares at a price of $19.25 per Share, net to the seller in cash, without interest thereon (the "Offer Price") upon the terms and subject to the conditions set forth in the Offer to Purchase and in this revised GREY Letter of Transmittal (which, together with the Offer to Purchase and the original BLUE Letter of Transmittal, collectively, constitute the "Offer"). The undersigned understands that Purchaser reserves the right to transfer or assign, in whole at any time, or in part from time to time, to one or more of its affiliates, the right to purchase all or any portion of the Shares tendered pursuant to the Offer, but any such transfer or assignment will not relieve Purchaser of its obligations under the Offer and will in no way prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment pursuant to the Offer. Receipt of the Offer is hereby acknowledged. Upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms of any such extension or amendment), subject to, and effective upon, acceptance for payment of, and payment for, the Shares tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Purchaser all right, title and interest in and to all the Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Shares or other securities issued or issuable in respect thereof on or after May 31, 2000 (collectively, "Distributions")) and irrevocably constitutes and appoints the Depositary the true and lawful Agent and attorney-in-fact of the undersigned with respect to such Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Shares (and any and all Distributions), or transfer ownership of such Shares (and any and all Distributions) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser, (ii) present such Shares (and any and all Distributions) for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and any and all Distributions), all in accordance with the terms of the Offer. By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints the designees of Purchaser, and each of them, the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to vote at any annual or special meeting of the Company's shareholders or any adjournment or postponement thereof or otherwise in such manner as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, to execute any written consent concerning any matter as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, and to otherwise act as each such attorney-in-fact and proxy or his substitute shall in his sole discretion deem proper with respect to, all of the Shares (and any and all Distributions) tendered hereby and accepted for payment by Purchaser. This appointment will be effective if and when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any prior powers of attorney and proxies granted by the undersigned at any time with respect to such Shares (and any and all Distributions), and no subsequent powers of attorney, proxies, consents or revocations may be given by the undersigned with respect thereto (and, if given, will not be deemed effective). Purchaser reserves the right to require that, in order for Shares or other securities to be deemed validly tendered, immediately upon Purchaser's acceptance for payment of such Shares, Purchaser must be able to exercise full voting, consent and other rights with respect to such Shares (and any and all Distributions), including voting at any meeting of the Company's shareholders. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and all Distributions, that the undersigned owns the Shares tendered hereby within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that the tender of the tendered Shares complies with Rule 14e-4 under the Exchange Act, and that when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto and to all Distributions, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby and all Distributions. In addition, the undersigned shall remit and transfer promptly to the Depositary for the account of Purchaser all Distributions in respect of the Shares tendered hereby, accompanied by appropriate documentation of transfer, and, pending such remittance and transfer or appropriate assurance thereof, Purchaser shall be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire purchase price of the Shares tendered hereby or deduct from such purchase price the amount or value of such Distribution as determined by Purchaser in its sole discretion. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase and in the Instructions hereto will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Purchaser may not be required to accept for payment any of the Shares tendered hereby. Unless otherwise indicated under "Special Payment Instructions," please issue the check for the purchase price of all Shares purchased and/or return any certificates for Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under "Description of Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the purchase price of all Shares purchased and/or return any certificates for Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under "Description of Shares Tendered." In the event that the boxes entitled "Special Payment Instructions" and "Special Delivery Instructions" are both completed, please issue the check for the purchase price of all Shares purchased and/or return any certificates evidencing Shares not tendered or not accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return any such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated herein in the box entitled "Special Payment Instructions," please credit any Shares tendered herewith by book-entry transfer that are not accepted for payment by crediting the specified account at the Book-Entry Transfer Facility. The undersigned recognizes that Purchaser has no obligation, pursuant to the "Special Payment Instructions," to transfer any Shares from the name of the registered holder thereof if Purchaser does not accept for payment any of the Shares so tendered. / / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 11. NUMBER OF SHARES REPRESENTED BY LOST, DESTROYED OR STOLEN CERTIFICATES:______ - ------------------------------------------------ SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if the check for the purchaser price of Shares accepted for payment is to be issued in the name of someone other than the undersigned, if certificates for Shares not tendered or not accepted for payment are to be issued in the name of someone other than the undersigned or if Shares tendered hereby and delivered by book- entry transfer that are not accepted for payment are to be returned by credit to an account maintained at a Book-Entry Transfer Facility other than the account indicated above. Issue: / / Check, and/or / / Share Certificate(s) to: Name _______________________________________________________________________ (PLEASE TYPE OR PRINT) Address ____________________________________________________________________ ____________________________________________________________________________ (INCLUDE ZIP CODE) __________________________________________________________________________ __________________________________________________________________________ (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) Credit Shares delivered by book-entry transfer and not purchased to the Cede & Co. Depository Trust Company account set forth below: Account Number: ____________________________________________________________ - ------------------------------------------------ - ------------------------------------------------ SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5, 6 AND 7) To be completed ONLY if certificates for Shares not tendered or not accepted for payment and/or the check for the purchaser price of Shares accepted for payment is to be mailed to someone other than the undersigned, or to the undersigned at an address other than that shown under "Description of Shares Tendered." Mail: / / Check and/or / / Share Certificate(s) to: Name _______________________________________________________________________ (PLEASE TYPE OR PRINT) Address ____________________________________________________________________ ____________________________________________________________________________ (INCLUDE ZIP CODE) __________________________________________________________________________ __________________________________________________________________________ (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) - ----------------------------------------------------- - -------------------------------------------------------------------------------- SIGN HERE (ALSO COMPLETE SUBSTITUTE FORM W-9 ON REVERSE) SIGNATURE(S) OF HOLDER(S) Dated: _____________, 2000 ____________________________________________________________________________ ____________________________________________________________________________ (SIGNATURE(S) OF SHAREHOLDER(S)) (Must be signed by registered holder(s) exactly as name(s) appear(s) on Share Certificates (or, if applicable, Rights Certificates) or on a security position listing by (a) person(s) authorized to become (a) registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.) NAME(S) ____________________________________________________________________ ____________________________________________________________________________ CAPACITY (FULL TITLE) ______________________________________________________ (SEE INSTRUCTION 5) ADDRESS ____________________________________________________________________ ____________________________________________________________________________ (INCLUDE ZIP CODE) AREA CODE AND TELEPHONE NOS. ( ) ___________________________ ( ) __ TAX IDENTIFICATION OR SOCIAL SECURITY NO. __________________________________ (SEE SUBSTITUTE FORM W-9 ON REVERSE SIDE) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 5) Authorized Signature _______________________________________________________ Name _______________________________________________________________________ ____________________________________________________________________________ (PLEASE TYPE OR PRINT) Name of Firm _______________________________________________________________ Address ____________________________________________________________________ ____________________________________________________________________________ (INCLUDE ZIP CODE) FOR USE BY FINANCIAL INSTITUTIONS ONLY. FINANCIAL INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW. - -------------------------------------------------------------------------------- INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this Letter of Transmittal (a) if this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Section, includes any participant in any of the "Book-Entry Transfer Facilities" systems whose name appears on a security position listing as the owner of the Shares) of Shares tendered herewith, unless such registered holder(s) has completed either the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on the Letter of Transmittal or (b) if such Shares are tendered for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program (each, an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 5. 2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by shareholders of the Company either if Share certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth herein and in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase. For a shareholder validly to tender Shares pursuant to the Offer, either (a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), together with any required signature guarantees or an Agent's Message (in connection with book-entry transfer) and any other required documents, must be received by the Depositary at one of its addresses set forth herein prior to the Expiration Date and either (i) certificates for tendered Shares must be received by the Depositary at one of such addresses prior to the Expiration Date or (ii) Shares must be delivered pursuant to the procedures for book-entry transfer set forth herein and in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase and a Book-Entry Confirmation must be received by the Depositary prior to the Expiration Date or (b) the tendering shareholder must comply with the guaranteed delivery procedures set forth herein and in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase. Shareholders whose certificates for Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary prior to the Expiration Date or who cannot comply with the book- entry transfer procedures on a timely basis may tender their Shares by properly completing and duly executing the Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth herein and in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase. Pursuant to such guaranteed delivery procedures, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Purchaser, must be received by the Depositary prior to the Expiration Date and (iii) the certificates for all tendered Shares, in proper form for transfer (or a Book-Entry Confirmation with respect to all tendered Shares), together with a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), with any required signature guarantees, or, in the case of a book-entry transfer, an Agent's Message, and any other required documents must be received by the Depositary within three trading days after the date of execution of such Notice of Guaranteed Delivery. A "trading day" is any day on which the New York Stock Exchange is open for business. The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Shares, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce such agreement against the participant. The signatures on this Letter of Transmittal cover the Shares tendered hereby. TENDERING SHAREHOLDERS MAY CONTINUE TO USE THE ORIGINAL BLUE LETTER OF TRANSMITTAL AND GREEN NOTICE OF GUARANTEED DELIVERY THAT WERE PROVIDED WITH THE OFFER TO PURCHASE. OR, TENDERING SHAREHOLDERS MAY USE THIS REVISED GREY LETTER OF TRANSMITTAL AND THE GREEN NOTICE OF GUARANTEED DELIVERY PROVIDED WITH THE SUPPLEMENT. THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER. THE SHARES WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. All tendering shareholders, by executing this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of acceptance of their Shares for payment. 3. INADEQUATE SPACE. If the space provided herein under "Description of Shares Tendered" is inadequate, the number of Shares tendered and the Share certificate numbers with respect to such Shares should be listed on a separate signed schedule attached hereto. 4. PARTIAL TENDERS. (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER.) If fewer than all the Shares evidenced by any Share certificate delivered to the Depositary herewith are to be tendered hereby, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In any such case, new certificate(s) for the remainder of the Shares that were evidenced by the old certificates will be sent to the registered holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the Expiration Date, the termination of the Offer or the extension of the Offer for a subsequent offering period pursuant to Rule 14d-11 promulgated under the Exchange Act. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Shares tendered hereby are held of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any of the tendered Shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal or any Share certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Purchaser of the authority of such person so to act must be submitted. If this Letter of Transmittal is signed by the registered holder(s) of the Shares listed and transmitted hereby, no endorsements of Share certificates or separate stock powers are required unless payment or certificates for Shares not tendered or not accepted for payment are to be issued in the name of a person other than the registered holder(s). Signatures on any such Share certificates or stock powers must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares evidenced by certificates listed and transmitted hereby, the Share certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the Share certificates. Signature(s) on any such Share certificates or stock powers must be guaranteed by an Eligible Institution. 6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6, Purchaser will pay all stock transfer taxes with respect to the transfer and sale of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price of any Shares purchased is to be made to, or if certificates for Shares not tendered or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if tendered certificates are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares purchased unless evidence satisfactory to Purchaser of the payment of such taxes, or exemption therefrom, is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING THE SHARES TENDERED HEREBY. 7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check for the purchase price of any Shares accepted for payment is to be issued in the name of, and/or certificates for Shares not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal, or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Any shareholder(s) delivering Shares by book-entry transfer may request that Shares not purchased be credited to such account maintained at a Book-Entry Transfer Facility as such shareholder(s) may designate in the box entitled "Special Payment Instructions." If no such instructions are given, any such Shares not purchased will be returned by crediting the account at the Book-Entry Transfer Facility designated above as the account from which such Shares were delivered. 8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance or additional copies of the Offer to Purchase, the Supplement, this revised GREY Letter of Transmittal, the revised Notice of Guaranteed Delivery and the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 may be directed to the Information Agent or the Dealer Manager at their respective addresses and phone numbers set forth below, or from brokers, dealers, commercial banks or trust companies. 9. WAIVER OF CONDITIONS. Subject to the Merger Agreement, Purchaser reserves the absolute right in its sole discretion to waive, at any time or from time to time, any of the specified conditions of the Offer, in whole or in part, in the case of any Shares tendered. 10. BACKUP WITHHOLDING. In order to avoid "backup withholding" of federal income tax on payments of cash pursuant to the Offer, a shareholder surrendering Shares in the Offer must, unless an exemption applies, provide the Depositary with such shareholder's correct taxpayer identification number ("TIN") on Substitute Form W-9 in this Letter of Transmittal and certify, under penalties of perjury, that such TIN is correct and that such shareholder is not subject to backup withholding. Backup withholding is not an additional income tax. Rather, the amount of the backup withholding can be credited against the federal income tax liability of the person subject to the backup withholding, provided that the required information is given to the IRS. If backup withholding results in an overpayment of tax, a refund can be obtained by the shareholder upon filing an income tax return. The shareholder is required to give the Depositary the TIN (I.E., social security number or employer identification number) of the record owner of the Shares. If the Shares are held in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, the shareholder or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the Certificate of Awaiting Taxpayer Identification Number is completed, the Depositary will withhold 31% on all payments made prior to the time a properly certified TIN is provided to the Depositary. However, such amounts will be refunded to such shareholder if a TIN is provided to the Depositary within 60 days. Certain shareholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding. Noncorporate foreign shareholders should complete and sign the main signature form and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. 11. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s) representing Shares has been lost, destroyed or stolen, the shareholder should promptly notify the Depositary by checking the box immediately preceding the special payment/special delivery instructions and indicating the number of Shares represented by lost certificates. The shareholder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificates have been followed. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) TOGETHER WITH ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE DEPOSITARY PRIOR TO THE EXPIRATION DATE AND EITHER CERTIFICATES FOR TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE EXPIRATION DATE, OR THE TENDERING SHAREHOLDER MUST COMPLY WITH THE PROCEDURES FOR GUARANTEED DELIVERY. IMPORTANT TAX INFORMATION Under Federal income tax law, a shareholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with such shareholder's correct TIN on Substitute Form W-9 below. If such shareholder is an individual, the TIN is his social security number. If a tendering shareholder is subject to backup withholding, such shareholder must cross out item (2) of the Certification box on the Substitute Form W-9. If the Depositary is not provided with the correct TIN, the shareholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such shareholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. Certain shareholders (including, among others, all corporations, and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, that shareholder must submit a statement, signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Depositary. Exempt shareholders, other than foreign individuals, should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 below, and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Depositary is required to withhold 31% of any payments made to the shareholder. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on payments that are made to a shareholder with respect to Shares purchased pursuant to the Offer, the shareholder is required to notify the Depositary of such shareholder's correct taxpayer identification number by completing the form contained herein certifying that the TIN provided on Substitute Form W-9 is correct (or that such shareholder is awaiting a TIN). WHAT NUMBER TO GIVE THE DEPOSITARY The shareholder is required to give the Depositary the social security number or employer identification number of the record owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. If the tendering shareholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future, such shareholder should write "Applied For" in the space provided for in the TIN in Part 1, and sign and date the Substitute Form W-9. If "Applied For" is written in Part I and the Depositary is not provided with a TIN within 60 days, the Depositary will withhold 31% on all payments of the purchase price until a TIN is provided to the Depositary. - ----------------------------------------------------------------------------------------------------------------------- PAYER'S NAME: - ----------------------------------------------------------------------------------------------------------------------- SUBSTITUTE Part I--PLEASE PROVIDE YOUR Social security number FORM W-9 TIN IN THE RIGHT AND CERTIFY (If awaiting TIN write "Applied For") Department of the Treasury BY SIGNING AND DATING BELOW. Internal Revenue Service OR Payer's Request for Taxpayer Employer Identification Number Identification Number ("TIN") (If awaiting TIN write "Applied For") -------------------------------------------------------------------------- Part II-- - ----------------------------------------------------------------------------------------------------------------------- CERTIFICATION--Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also see instructions in the enclosed GUIDELINES.) Signature Date , 2000 Name: (Please Print) - -----------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU INDICATED "APPLIED FOR" IN PLACE OF A TIN IN SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (1) I HAVE MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE, OR (2) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER BY THE TIME OF PAYMENT, 31% OF ALL REPORTABLE PAYMENTS MADE TO ME WILL BE WITHHELD, BUT THAT SUCH AMOUNTS MAY BE REFUNDED TO ME IF I THEN PROVIDE A TAXPAYER IDENTIFICATION NUMBER WITHIN SIXTY (60) DAYS. - -------------------------------------------------- --------------------------------- Signature Date - -------------------------------------------------- Name (Please Print)
Questions and requests for assistance or additional copies of the Offer to Purchase, the Supplement this revised GREY Letter of Transmittal and other tender offer materials may be directed to the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth below: THE INFORMATION AGENT FOR THE OFFER IS: [LOGO] 17 State Street, 10th Floor New York, New York 10004 Banks and Brokers Please Call Collect: (212) 440-9800 All Others Please Call Toll-Free: (800) 223-2064 THE DEALER MANAGER FOR THE OFFER IS: DEUTSCHE BANC ALEX. BROWN Deutsche Bank Securities Inc. 130 Liberty Street, 33rd Floor New York, New York 10006 (212) 250-6000 (Call Collect) EX-99.A(20) 4 ex-99_a20.txt EXHIBIT 99(A)(20) NOTICE OF GUARANTEED DELIVERY FOR TENDER OF SHARES OF COMMON STOCK OF CASTLE & COOKE, INC. TO CASTLE ACQUISITION COMPANY, INC. AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF FLEXI-VAN LEASING, INC. (Not to be Used for Signature Guarantees) As set forth in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase dated May 31, 2000, as amended and supplemented by the First Supplement thereto dated June 28, 2000 (the "Offer to Purchase") this revised Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Offer (as defined below) if certificates representing shares of Common Stock, having no par value (the "Shares"), of Castle & Cooke, Inc., a Hawaii corporation, are not immediately available, if the procedure for book-entry transfer cannot be completed prior to the Expiration Date (as defined in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase) or during a subsequent offering period provided pursuant to Rule 14d-11, or if time will not permit all required documents to reach the Depositary prior to the Expiration Date or during a subsequent offering period provided pursuant to Rule 14d-11. Such form may be delivered by hand, transmitted by facsimile transmission or mailed to the Depositary. See PROCEDURE FOR TENDERING SHARES of the Offer to Purchase. THE DEPOSITARY FOR THE OFFER IS: EQUISERVE TRUST COMPANY, N.A. BY MAIL: BY OVERNIGHT COURIER BY HAND: EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer & Reporting Attn: Corporate Actions Attn: Corporate Actions Services, Inc. P.O. Box 8029 150 Royall Street c/o EquiServe Trust Company, N.A. Boston, MA 02266-8029 Canton, MA 02021 100 William Street/Galleria New York, NY 10038
BY FACSIMILE TRANSMISSIONS (FOR ELIGIBLE INSTITUTIONS ONLY) (781) 575-2232 CONFIRM BY TELEPHONE: (800) 733-5001 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE EXCHANGE AGENT. TENDERING SHAREHOLDERS MAY CONTINUE TO USE THE ORIGINAL NOTICE OF GUARANTEED DELIVERY THAT WAS PROVIDED WITH THE OFFER TO PURCHASE. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. The Guarantee below must be completed. Ladies and Gentlemen: The undersigned hereby tenders to Castle Acquisition Company, Inc. a Hawaii corporation (the "Purchaser") and wholly-owned subsidiary of Castle & Cooke Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Flexi-Van Leasing, Inc., a Delaware corporation, upon the terms and subject to the conditions set forth in the Purchaser's Offer to Purchase dated May 31, 2000 as amended and supplemented by the First Supplement thereto, dated June 28, 2000 (the "Offer to Purchase"), and the related GREY Letter of Transmittal (which, together with the Offer to Purchase and the original BLUE Letter of Transmittal, collectively, constitute the "Offer"), receipt of which is hereby acknowledged, the number of shares specified below of common stock, having no par value (the "Shares"'), of Castle & Cooke, Inc., a Hawaii corporation, pursuant to the guaranteed delivery procedures set forth in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase. Number of Shares Name(s) of Holders: Certificate Nos. (if available): Please Type or Print If Shares will be delivered by book-entry Address(es): transfer, please provide account number information with respect to Cede & Co. Depository Trust Company. Account No.: (Zip Code) Area Code and Telephone No.: Signature(s): Dated:
2 GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, guarantees to deliver to the Depositary either certificates representing the Shares tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Shares into the Depositary's accounts at Cede & Co. Depository Trust Company, in each case with delivery of a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message, and any other documents required by the Letter of Transmittal, within three trading days (as defined in the Offer to Purchase) after the date hereof. The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution. Name of Firm: Authorized Signature: Address: Title: Name: (Zip Code) Please Type or Print Area Code and Telephone No. Dated:
NOTE: DO NOT SEND CERTIFICATES EVIDENCING SHARES WITH THIS NOTICE. CERTIFICATES EVIDENCING SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. 3 EX-99.A(21) 5 ex-99_a21.txt EXHIBIT 99(A)(21) FIRST SUPPLEMENT DATED JUNE 28, 2000 TO OFFER TO PURCHASE FOR CASH DATED MAY 31, 2000 CASTLE ACQUISITION COMPANY, INC. AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF FLEXI-VAN LEASING, INC. HAS AMENDED ITS OFFER TO PURCHASE FOR CASH TO INCREASE THE PRICE FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF CASTLE & COOKE, INC. TO $19.25 NET PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 6, 2000, UNLESS THE OFFER IS EXTENDED. SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- June 28, 2000 To Brokers, Dealers, Commercial Banks, Trust Companies And Other Nominees: We have been appointed by Castle Acquisition Company, Inc. ("Purchaser"), a Hawaii corporation and wholly-owned subsidiary of Castle & Cooke Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Flexi-Van Leasing, Inc., a Delaware corporation ("FLX"), to act as Dealer Manager in connection with Purchaser's offer to purchase all outstanding shares of common stock, without par value (the "Shares"), of Castle & Cooke, Inc., a Hawaii corporation (the "Company"), at $19.25 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 31, 2000, as amended and supplemented by the First Supplement thereto, dated June 28, 2000 (the "Supplement") (the "Offer to Purchase"), and in the revised GREY Letter of Transmittal (which, together with the Offer to Purchase and the original BLUE Letter of Transmittal, collectively, constitute the "Offer") enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Shares registered in your name or in the name of your nominee. THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED IN THE OFFER TO PURCHASE) THAT NUMBER OF SHARES WHICH CONSTITUTES MORE THAN 75% OF THE OUTSTANDING SHARES NOT ALREADY OWNED BY PURCHASER OR ITS AFFILIATES ON THE DATE SHARES ARE ACCEPTED FOR PAYMENT. THE OFFER IS ALSO SUBJECT TO THE OTHER TERMS AND CONDITIONS CONTAINED IN THE OFFER TO PURCHASE. For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents: 1. First Supplement, dated June 28, 2000, to Offer to Purchase dated May 31, 2000; 2. Revised GREY Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients; 3. Revised Notice of Guaranteed Delivery to be used to accept the Offer if certificates for Shares and all other required documents cannot be delivered to the Depositary, or if the procedures for book-entry transfer cannot be completed, by the Expiration Date (as defined in TERMS OF THE OFFER of the Offer to Purchase); 4. A letter which may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offer; 5. A letter to the shareholders of the Company from FLX dated June 28, 2000; 6. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and 7. A return envelope addressed to the Depositary. Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), Purchaser will accept for payment and pay for Shares which are validly tendered prior to the Expiration Date and not theretofore properly withdrawn when, as and if Purchaser gives oral or written notice to the Depositary of Purchaser's acceptance of such Shares for payment pursuant to the Offer. During any subsequent offering period offered pursuant to Rule 14d-11, holders of Shares will not have withdrawal rights with respect to Shares tendered and accepted by Purchaser prior to the subsequent offering period. Payment for Shares purchased pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (i) certificates for such Shares, or timely confirmation of a book-entry transfer of such Shares into the Depositary's account at Cede & Co. Depository Trust Company, pursuant to the procedures described in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase, (ii) a properly completed and duly executed Letter of Transmittal (or a properly completed and manually signed facsimile thereof) or an Agent's Message in connection with a book-entry transfer and (iii) all other documents required by the Letter of Transmittal. Shareholders who have previously validly tendered (and not withdrawn) shares using the original BLUE letter of Transmittal need not take any further action in order to tender such shares and receive the increased consideration. Purchaser will not pay any fees or commissions to any broker or dealer or other person (other than the Dealer Manager, the Depositary and the Information Agent as described in the Offer to Purchase) for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling costs incurred by them in forwarding the enclosed materials to their customers. Purchaser will pay or cause to be paid all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal. WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER EXPIRES AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 6, 2000, UNLESS THE OFFER IS EXTENDED. WITHDRAWAL RIGHTS EXPIRE AT THE SAME TIME, UNLESS THE OFFER IS EXTENDED PURSUANT TO RULE 14D-11. In order to take advantage of the Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in connection with a book-entry transfer of Shares, and any other required documents, should be sent to the Depositary, and certificates representing the tendered Shares should be delivered or such Shares should be tendered by book-entry transfer, all in accordance with the Instructions set forth in the Letter of Transmittal and in the Offer to Purchase. If holders of Shares wish to tender, but it is impracticable for them to forward their certificates or other required documents or to complete the procedures for delivery by book-entry transfer prior to the expiration of the Offer, a tender may be effected by following the guaranteed delivery procedures specified in PROCEDURE FOR TENDERING SHARES of the Offer to Purchase. 2 Any inquiries you may have with respect to the Offer should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of the Offer to Purchase and the Supplement. Very truly yours, DEUTSCHE BANK SECURITIES INC. NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF PARENT, PURCHASER, THE COMPANY, THE INFORMATION AGENT, THE DEPOSITARY, THE DEALER MANAGER OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99.A(22) 6 ex-99_a22.txt EXHIBIT (A)(22) FIRST SUPPLEMENT DATED JUNE 28, 2000 TO OFFER TO PURCHASE FOR CASH DATED MAY 31, 2000 CASTLE ACQUISITION COMPANY, INC. AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF FLEXI-VAN LEASING, INC. HAS AMENDED ITS OFFER TO PURCHASE FOR CASH TO INCREASE THE PRICE FOR ALL OUTSTANDING SHARES OF COMMON STOCK OF CASTLE & COOKE, INC. TO $19.25 NET PER SHARE - -------------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JULY 6, 2000, UNLESS THE OFFER IS EXTENDED. SHARES WHICH ARE TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE. June 28, 2000 To Our Clients: Enclosed for your consideration are the First Supplement dated June 28, 2000 (the "Supplement") to the Offer to Purchase dated May 31, 2000 (as supplemented, the "Offer to Purchase"), and the revised GREY Letter of Transmittal (which together with the Offer to Purchase and the original BLUE Letter of Transmittal collectively constitute the "Offer") in connection with the offer by Castle Acquisition Company, Inc. ("Purchaser"), a Hawaii corporation and wholly-owned subsidiary of Castle & Cooke Holdings, Inc. ("Parent"), a Delaware corporation and wholly-owned subsidiary of Flexi-Van Leasing, Inc., a Delaware corporation ("FLX"), to purchase for cash all outstanding shares of common stock, having no par value (the "Shares"), of Castle & Cooke, Inc., a Hawaii corporation (the "Company"). We are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The enclosed revised GREY Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account. We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer. Your attention is invited to the following: 1. The offer price has been increased to $19.25 per Share, net to you in cash without interest (the "Offer Price"). 2. The Offer is being made for all outstanding Shares not already beneficially owned by Purchaser and its affiliates. 3. The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 19, 2000, by and among FLX, Parent, Purchaser and the Company as amended by the Amendment to Agreement and Plan of Merger dated June 27, 2000 (the "Merger Agreement"). The Merger Agreement provides that Purchaser will be merged with and into the Company after the completion of the Offer (the "Merger"). As a result, each Share issued and outstanding immediately prior to the Merger (other than Shares held by (i) Parent or any subsidiary or affiliate of Parent, including Purchaser, and (ii) the Company or any subsidiary of the Company) will be converted into the right to receive the Offer Price. 4. The Board of Directors of the Company, after receiving the recommendation of a special committee of independent directors and an investment banking firm, has unanimously approved the Offer, and determined that the Offer is fair to, and in the best interest of, the stockholders of the Company and recommends that stockholders accept the Offer and tender their Shares pursuant to the Offer. 5. The Offer and withdrawal rights expire at 12:00 Midnight, New York City time, on July 6, 2000, unless the Offer is extended. 6. The Offer is conditioned upon, among other things, there being validly tendered and not withdrawn prior to the Expiration Date (as defined in TERMS OF THE OFFER of the Offer to Purchase) that number of Shares which, when added to Shares beneficially owned by Purchaser (if any), represents more than 75% of the outstanding shares not already owned by Purchaser or its affiliates (assuming exercise of all outstanding options) on the date Shares are accepted for payment (unless this condition is waived as set forth in CONDITIONS TO THE OFFER of the Offer to Purchase). The offer is also subject to the other conditions set forth in the Offer to Purchase. 7. Any stock transfer taxes applicable to the sale of Shares to Purchaser pursuant to the Offer will be paid by Purchaser, except as otherwise provided in Instruction 6 of the Letter of Transmittal. Except as disclosed in the Offer to Purchase, Purchaser is not aware of any state in which the making of the Offer is prohibited by administrative or judicial action pursuant to any valid state statute. In any jurisdiction in which the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction. If you wish to have us tender any or all of your Shares, please so instruct us by completing, executing and returning to us the instruction form set forth on the reverse side of this letter. An envelope to return your instructions to us is enclosed. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the reverse side of this letter. Your instructions should be forwarded to us in ample time to permit us to submit a tender on your behalf prior to the expiration of the Offer. SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED (AND NOT WITHDRAWN) SHARES NEED NOT TAKE ANY FURTHER ACTION IN ORDER TO TENDER SUCH SHARES AND RECEIVE THE INCREASED OFFER PRICE. 2 INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF CASTLE & COOKE, INC. The undersigned acknowledge(s) receipt of your letter and the enclosed First Supplement, dated June 28, 2000, to Offer to Purchase dated May 31, 2000 (the "Offer to Purchase"), and the related revised GREY Letter of Transmittal (which, together with the Offer to Purchase and the original BLUE Letter of Transmittal, collectively constitute the "Offer") in connection with the Offer by Castle Acquisition Company, Inc., a Hawaii corporation and a wholly-owned subsidiary of Castle & Cooke Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Flexi-Van Leasing, Inc., a Delaware corporation, to purchase all outstanding shares of common stock, having no par value (the "Shares"), of Castle & Cooke, Inc., a Hawaii corporation. This will instruct you to tender the number of Shares indicated below (or if no number is indicated below, all Shares) held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. - ------------------------------------------- Number of Shares to be Tendered:* ----------------------- Dated:________________________, 2000 - ------------------------------------------- - ------------------------------------------- Sign Here ____________________________________________________________________________ Signature(s) ____________________________________________________________________________ Please Type or Print Name(s) Please Type or Print Address ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ Area Code and Telephone No._________________________________________________ ______________________ Taxpayer Identification or Social Security Number - ------------------------------------------ * Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered. 3 EX-99.A(23) 7 ex-99_a23.txt EXHIBIT (A)(23) FLEXI-VAN LEASING, INC. 251 Monroe Avenue Kenilworth, NJ 07033-1106 (908) 276-8000 [LOGO] FAX: (908) 276-7666
June 28, 2000 Dear Castle & Cooke, Inc. Shareholder, On June 22, 2000, Castle Acquisition Company, Inc., an indirect wholly-owned subsidiary of Flexi-Van Leasing, Inc. ("FLX"), announced an increase in the offering price for all outstanding shares of common stock of Castle & Cooke, Inc. not already owned by FLX and its affiliates, from $18.50 to $19.25 per share, in cash. This increase relates to the tentative settlement of the class action lawsuits filed against FLX and related parties challenging the original offer. The settlement provides for a new offer price of $19.25, which represents a 59% premium over the closing market price of Castle & Cooke, Inc.'s common stock on March 29, 2000, the last full trading day prior to the initial public announcement of the offer. The settlement is not yet final and remains subject to court approval. It is expected that the settlement will receive preliminary approval by July 6, 2000, the date that the tender offer is scheduled to expire. The Special Committee of independent directors of Castle & Cooke, Inc., which is comprised solely of directors who have no position with or financial interest in FLX or its affiliates, have unanimously concluded that the increased offer price of $19.25 is fair to the shareholders of Castle & Cooke, Inc., other than to FLX or its affiliates. Details of the revised offer and settlement are contained in the enclosed First Supplement, dated June 28, 2000, to Offer to Purchase dated May 31, 2000, the GREY Letter of Transmittal and the related instructions. We encourage you to read the enclosed material, together with the original Offer to Purchase dated May 31, 2000, before making any decisions with respect to the revised offer. If you have any questions concerning the offer and how to participate, or if you need additional documents, please call Georgeson Shareholder Communications Inc. at (800) 223-2064 (toll free) in the United States or at (212) 440-9800 (collect) elsewhere. Sincerely, [/S/ DAVID H. MURDOCK] David H. Murdock Chairman of the Board of Directors and Chief Executive Officer EX-99.(C)(5) 8 ex-99_c5.txt EXHIBIT 99(C)(5) EXHIBIT 99(c)(5) STEARNS - ------------------------------------------------------------------------------ REVIEW OF DISCUSSIONS WITH OTHER POTENTIAL BUYERS POTENTIAL BUYERS ==============================================================================
COMPANY INFORMATION PROVIDED COMMENTS Blackstone Sent PIB Concern regarding size of raw land holdings. Possible interest in existing cash flow regarding the resort and commercial assets. Substantial concerns regarding Murdock's voting percentage. Colony Capital Sent PIB Reverse inquiry. May have interest. Will need confidential information. Starwood Capital N/A Starwood Hotels Sent PIB Interested, but questioned synergies. Starwood Hotels would only do something if someone else acquired other assets. AEW Sent PIB Qualified interest subject to negotiation of exclusivity. Concerned about Murdock voting percentage. Lend Lease Sent PIB Concerned about Murdock's voting percentage. Mark Bratt says he has interest only in commercial assets (ind, office, retail, etc.). St. Joe N/A "Florida first" strategy; Has one million acres to develop in Florida; doesn't see fit. Catellus Sent PIB Not interested in entire company. Concerned about Murdock's stake. Lennar Corp. Sent PIB Interested in potential JV with Bakersfield assets and maybe other homebuilding assets. Curious about strategy when private - would retain commercial assets - if not, Lennar may be interested in acquiring. Not interested in buying entire company at once; only interested in opportunities with certain pieces. Tisch Group N/A Primarily an arbitrage fund. See value higher than $17.00. If Company is not sold for "materially more" than $17.00, would have interest in receiving non-public information and potentially bidding for entire Company.
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