-----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, Ls6vDsMGwnhhkycJGesBK6VOqGJ++uNLVFiBiGlvVskrBlpUOwcu8AxiXNA0lihL N7xz+2Epky6wVhtIs0bllg== /in/edgar/work/20000809/0000912057-00-035566/0000912057-00-035566.txt : 20000921 0000912057-00-035566.hdr.sgml : 20000921 ACCESSION NUMBER: 0000912057-00-035566 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000809 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: 689427 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 13E3/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 13E3/A 1 sc13e3a.txt SCHEDULE 13E-3 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 9 CASTLE & COOKE, INC. (Name of Issuer) CASTLE ACQUISITION COMPANY, INC. CASTLE & COOKE HOLDINGS, INC. FLEXI-VAN LEASING, INC. DAVID H. MURDOCK (Name of Person(s) Filing Statement) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 148433105 (CUSIP Number of Class of Securities) ROBERTA WIEMAN 10900 WILSHIRE BOULEVARD LOS ANGELES, CALIFORNIA 90024 TELEPHONE: (310) 208-6055 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of the Person(s) Filing Statement) COPIES TO: PETER J. TENNYSON, ESQ. PAUL, HASTINGS, JANOFSKY & WALKER LLP 695 TOWN CENTER DRIVE, SEVENTEENTH FLOOR COSTA MESA, CALIFORNIA 92626-1924 This statement is filed in connection with (check the appropriate box): a. /X/ The filing of solicitation materials or an information statement subject to Regulation 14A. Regulation 14C or Rule 13e-e(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933. =============================================================================== c. /X/ A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: / / Check the following box if the filing is a final amendment reporting the results of the transaction: / / CALCULATION OF FILING FEE* TRANSACTION VALUE $256,606,099.75 AMOUNT OF FILING FEE $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: July 17, 2000 -2- This Amendment No. 9 amends and supplements the Rule 13E-3 Transaction Statement filed under cover of a Schedule TO (which together with Amendments No. 1, No. 2, No. 3, No. 4, No. 5, No. 6, No. 7 and No. 8 to the Schedule 13E-3 constitute the "Schedule 13E-3") 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 ("DHM", and together with Purchaser, Parent and FLX, the "Purchasing Parties") relating to the two step acquisition of Castle & Cooke, Inc., a Hawaii Corporation (the "Company") by DHM. The first step, the offer by Purchaser to purchase all of the outstanding shares of common stock, having no par value (the "Shares"), of the Company, at a purchase price of $19.25 per Share (the "Revised Offer Price"), 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 "Offer to Purchase") as supplemented by the First Supplement, dated June 28, 2000, to the Offer to Purchase, (the "First Supplement", and, together with the Offer to Purchase, the "Revised Offer") and in the related Letters of Transmittal, expired on July 21, 2000, with Purchaser purchasing the 11,160,004 Shares tendered, and with DHM and his affiliates owning 15,661,314 Shares or approximately 92% of the outstanding common stock. These numbers differ from those reported in amendment #7 because the exchange agent corrected a clerical error and because certain shares tendered on a guaranteed to deliver basis have not yet been delivered. The second and final step will be a merger of Purchaser with and into Company, accompanied by the cancellation of all outstanding Shares not held by DHM and his affiliates. The holders of such cancelled shares will receive $19.25 per share for each share they own. As noted in the Offer to Purchase, the per Share consideration paid for any Shares acquired by the Purchasing Parties in market or private transactions following the Revised Offer may be greater or less than the Revised Offer Price, although the Purchasing Parties do not presently intend to offer a per Share consideration that is greater than the Revised Offer Price. The information set forth in the exhibit identified in Item 16 and attached hereto is incorporated herein by reference with respect to Items 4, 5, 6, 7, 10 and 12. Item 16. Exhibits 99 (a)(32) Proxy Statement of Company, DHM, Purchaser and FLX (incorporated by reference to the Definitive Schedule 14A filed by Company, DHM, Purchaser and FLX with the Securities and Exchange Commission on August 7, 2000) 3 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: August 9, 2000 CASTLE ACQUISITION COMPANY, 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 ------------------------------ 4 EXHIBIT INDEX Exhibit No. Description 99 (a)(32) Proxy Statement of Company, DHM, Purchaser and FLX (incorporated by reference to the Definitive Schedule 14A filed by Company, DHM, Purchaser and FLX with the Securities and Exchange Commission on August 7, 2000) -----END PRIVACY-ENHANCED MESSAGE-----