-----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, KKCBrUvVFqjHcnCWnNmvpjXoxQ862QsveqjLLSbvx/zMsMwb9HI8NWbauFhBX0m/ OZr5jDSQUO2XDfMQkJkwAQ== /in/edgar/work/20000912/0000912057-00-040953/0000912057-00-040953.txt : 20000922 0000912057-00-040953.hdr.sgml : 20000922 ACCESSION NUMBER: 0000912057-00-040953 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000912 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: 721053 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 SC 13E3/A =============================================================================== 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. 10 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. / / 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: /X/ 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. 10 is the final amendment and supplement to 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, No. 8 and No. 9 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 11,156,999 Shares tendered, and with DHM and his affiliates owning 15,658,309 Shares or approximately 92% of the outstanding common stock. The second and final step, a merger of Purchaser with and into Company accompanied by the cancellation of all outstanding Shares not held by DHM and his affiliates, was approved by 95.6% of the Shares at a special meeting held on September 6, 2000. Fewer than 79,225 Shares were voted against the merger. Articles of Merger were filed with the State of Hawaii shortly after the meeting. As a result of this shareholder approval, the Purchasing Parties now own all of the Shares. All cancelled Shares, other than those held by shareholders, if any, of the Company who are entitled to and who properly exercise dissenters rights, will be converted into the right to receive $19.25 per share in cash, without interest. 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)(33) Text of press release issued by the Company dated September 6, 2000 99 (a)(34) Form of Letter of Transmittal 99 (a)(35) Form of Notice of Merger 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: September 12, 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)(33) Text of press release issued by the Company dated September 6, 2000 99 (a)(34) Form of Letter of Transmittal 99 (a)(35) Form of Notice of Merger EX-99.(A)(33) 2 a2024783zex-99_a33.txt EXHIBIT 99(A)(33) [LETTERHEAD] NEWS RELEASE Contact: Dean R. Estrada (310) 209-3804 CASTLE & COOKE, INC. ANNOUNCES COMPLETION OF MERGER LOS ANGELES, California, September 6, 2000 - Castle & Cooke, Inc. (NYSE: CCS) announced today that a special meeting of its shareholders was held earlier today. At the meeting, 95.6% of Castle & Cooke, Inc.'s outstanding common shares were voted for the approval and adoption of the Agreement and Plan of Merger dated May 19, 2000, as amended, which provides for the merger of Castle Acquisition Company, Inc into Castle & Cooke, Inc. Castle Acquisition Company, Inc. is an indirect wholly owned subsidiary of Flexi-Van Leasing, Inc., a corporation 100% owned by David H. Murdock. Articles of Merger were filed with the State of Hawaii shortly after the meeting. As a result of this favorable vote, (1) David H. Murdock and his affiliates now own all of the outstanding shares of Castle & Cooke, Inc., and (2) all shares (other than shares owned by David H. Murdock and his affiliates or shares held by shareholders, if any, of Castle & Cooke, Inc. who are entitled to and who properly exercise dissenters rights) will be converted into the right to receive $19.25 per share in cash, without interest. Fewer than 79,225 shares were voted against the merger. Castle & Cooke, Inc. is a developer of residential and commercial real estate in Hawaii, California, North Carolina, Arizona, Georgia and Florida. The company also owns and operates two of the world's highest-rated resorts on the island of Lana'i in Hawaii. ### EX-99.(A)(34) 3 a2024783zex-99_a34.txt EXHIBIT 99(A)(34) LETTER OF TRANSMITTAL TO SURRENDER CERTIFICATES FORMERLY REPRESENTING SHARES OF CASTLE & COOKE, INC. THE PAYING AGENT IS: EQUISERVE TRUST COMPANY, N.A. FOR INFORMATION CALL: (800) 733-5001 BY OVERNIGHT DELIVERY: BY MAIL: BY HAND: EquiServe Trust EquiServe Trust Company, N.A. Securities Transfer & Company, N.A. Attn: Corporate Actions Reporting Attn: Corporate Actions P.O. Box 8029 Services, Inc. 150 Royall Street Boston, MA 02266-8029 c/o EquiServe Trust Canton, MA 02021 Company, N.A. 100 William Street/ Galleria New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. / / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 7. ________NUMBER OF SHARES REPRESENTED BY LOST, DESTROYED OR STOLEN CERTIFICATES
- -------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES SURRENDERED - -------------------------------------------------------------------------------------------------- TOTAL NUMBER OF SHARES NAME(S) AND ADDRESS(ES) CERTIFICATE(S) REPRESENTED BY OF REGISTERED HOLDER(S): NUMBER(S) CERTIFICATE(S) - -------------------------------------------------------------------------------------------------- ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ ------------------------------------ TOTAL SHARES - --------------------------------------------------------------------------------------------------
NOTE. SIGNATURES MUST BE PROVIDED BELOW PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY To: EquiServe Trust Company, N.A., as Paying Agent (the "Paying Agent") The undersigned has received a copy of the Notice (the "Notice"), in respect of the merger (the "Merger") of Castle Acquisition Company, Inc. ("Acquisition"), with and into Castle & Cooke, Inc., a Hawaii corporation (the "Company"), which Merger was completed on September 6, 2000. With respect to the shares of common stock of the Company without par value (the "Shares") held by the undersigned at the time of the Merger, the undersigned hereby surrenders the above-described certificate(s) (the "Certificate(s)") formerly representing Shares for payment of $19.25 cash per Share, without interest (the "Merger Consideration"), by the Paying Agent. The name(s) and address(es) of the registered holder(s) should be printed, if they are not already set forth on a label above, under "Description of Shares Surrendered", as they appear on the Certificate(s). The Certificate(s) and the number of Shares that the undersigned wish(es) to surrender should be indicated in the appropriate place. The undersigned will, upon request, execute any additional document(s) deemed by the Paying Agent or the Company to be necessary to complete the transmittal of the Shares surrendered hereby. The undersigned hereby represents and warrants that (a) the undersigned has full power and authority to surrender any Shares delivered herewith for payment as provided herein and that, when the Merger Consideration is paid by the Paying Agent, Acquisition and the Company will not be subject to any adverse claim in respect of such Shares and (b) the undersigned has reviewed the Notice, including the information therein with respect to dissenters' rights, and understands that surrender to the Paying Agent of Certificate(s) constitutes a waiver of dissenters' rights under the Hawaii Revised Statutes, as amended. The undersigned hereby irrevocably appoints the Paying Agent as the true and lawful agent and attorney-in-fact of the undersigned with respect to the Certificate(s) with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to deliver such Certificate(s), together with all accompanying evidences of transfer and authenticity, for cancellaton upon receipt by the paying Agent, as the undersigned's agent, of the Merger Consideration. All authority conferred or agreed to be conferred in this Letter of Transmittal shall be binding upon the successors, assigns, heirs, executors, administrators and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. Unless otherwise indicated under SPECIAL PAYMENT INSTRUCTIONS, below, please issue the check for the Merger Consideration in the name(s) of the registered holder(s) appearing under DESCRIPTION OF SHARES SURRENDERED, above. Similarly, unless otherwise indicated under SPECIAL DELIVERY INSTRUCTIONS, below, please mail the check for the Merger Consideration to the address of the registered holder(s) appearing under DESCRIPTION OF SHARES SURRENDERED, above. In the event that both SPECIAL DELIVERY INSTRUCTIONS and SPECIAL PAYMENT INSTRUCTIONSare completed, please issue the check for the merger Consideration in the name of, and deliver such check to, the person so indicated. SPECIAL PAYMENT INSTRUCTIONS (SIGNATURE GUARANTEE REQUIRED--SEE INSTRUCTION 2) To be completed ONLY if the check for the Merger Consideration is to be issued in the name of someone other than the registered holder(s). Issue check to: Name _______________________________________________________________________ (PLEASE PRINT): Address ____________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ (INCLUDE ZIP CODE): __________________________________________________________________________ EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER: SPECIAL DELIVERY INSTRUCTIONS (SIGNATURE GUARANTEE REQUIRED--SEE INSTRUCTION 2) To be completed ONLY if the check for the Merger Consideration is to be sent to someone other than the registered holder(s) or to the registered holder(s) at an address other than that shown. Mail check to: Name _______________________________________________________________________ (PLEASE PRINT): Address ____________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ (INCLUDE ZIP CODE): SIGN HERE (PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9 ENCLOSED) ____________________________________________________________________________ ____________________________________________________________________________ SIGNATURE(S) OF SHAREHOLDER(S) (Must be signed by registered holder(s) exactly as name(s) appear(s) on the Certificate(s) or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person(s) acting in a fiduciary or representative capacity, please provide the following information and see Instruction 2.) Dated: __________________, 2000 Name(s): ___________________________________________________________________ (PLEASE PRINT) Capacity (full title): _____________________________________________________ Address: ___________________________________________________________________ ____________________________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone Number: ____________________________________________ (SEE SUBSTITUTE FORM W-9) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTION 2) Authorized Signature(s): ___________________________________________________ Name(s): ___________________________________________________________________ (PLEASE PRINT) Name of Firm: ______________________________________________________________ Address: ___________________________________________________________________ (INCLUDE ZIP CODE) Area Code and Telephone Number: ____________________________________________ Dated: __________________, 2000 INSTRUCTIONS 1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATE(S). Each person who wishes to receive the Merger Consideration of $19.25 per share is urged to execute (or, if such person is not the registered holder of such Shares, to arrange for such registered holder or such holder's duly authorized representative to execute) and mail or deliver this Letter of Transmittal to the Paying Agent. Certificates for all surrendered Shares, as well as a properly completed and duly executed letter of Transmittal and any other documents required by this Letter of Transmittal, must be received by the Paying Agent at one of its addresses set forth in this Letter of Transmittal in order for the appropriate person to receive the Merger Consideration. Shareholders should note that surrender to the Paying Agent of Certificate(s) for their Shares shall constitute waiver of dissenters' rights under the Hawaii Revised Statutes, as amended. Payment of the Merger Consideration for Shares surrendered for payment pursuant to the Merger shall in all cases be made only after receipt by the Paying Agent of Certificate(s) for such Shares, a properly completed and duly executed Letter of Transmittal and all other required documents. All questions as to the validity of any surrender of Shares or mailing or delivery of this Letter of Transmittal shall be determined by Acquisition, whose determination shall be final and binding. Acquisition reserves the absolute right to reject any or all Certificate(s) or Letters of Transmittal not in proper form or the payment for which may, in the opinion of counsel for Acquisition, be unlawful. Acquisition also reserves the absolute right to waive any defect or irregularity in the surrender of any Shares or Letters of Transmittal. Neither Acquisition (or any of its affiliates) nor the Paying Agent or any other person will be under any duty to give notification of any defects or irregularities in any Letter of Transmittal or will incur any liability for failure to give any such notification to any person (even if such notification is given to other persons). 2. SIGNATURES; SIGNATURE GUARANTEES. If Certificate(s) are registered in the name of a person other than the signer of this Letter of Transmittal, the Certificate(s) must be duly endorsed, or accompanied by share power(s) signed by the registered holder(s), with the signature(s) on the endorsement(s) or share power(s) guaranteed thereon and on this Letter of Transmittal as provided below. If the surrendered Certificate(s) are owned of record by two or more joint holders, all such holders must sign this Letter of Transmittal. If this Letter of Transmittal is executed by an officer on behalf of a corporation or by an executor, administrator, trustee, guardian, attorney, agent or other person acting in a fiduciary or representative capacity, proper documentary evidence must be furnished of the authority of the person executing the same. Questions regarding such evidence of authority may be referred to the Paying Agent at (800) 733-5001. IF SHARES ARE SURRENDERED BY A REGISTERED HOLDER WHO HAS COMPLETED THE BOX ENTITLED SPECIAL DELIVERY INSTRUCTIONS OR THE BOX ENTITLED SPECIAL PAYMENT INSTRUCTIONS, SIGNATURES ON THIS LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, UNLESS SURRENDERED ON BEHALF OF SUCH MEMBER. No signature guarantee is required (a) if this Letter of Transmittal is signed by the registered holder(s) of the Shares surrendered with this Letter of Transmittal and payment is to be made directly to such registered holder(s) or (b) if such Shares are surrendered for the account of a member firm of a registered national securities exchange in the United States or of the NASD or a commercial bank or trust company having an office or correspondent in the United States. 3. SHARE TRANSFER TAXES. If the Merger Consideration is to be paid to any persons other than the registered holder(s) of the Certificate(s), or if the Certificate(s) are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, the amount of any share transfer taxes (whether imposed on the registered holder(s) or such person(s)), payable on account of the transfer to such person, shall be deducted from the Merger Consideration unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted. EXCEPT AS PROVIDED IN THIS INSTRUCTION 3, IT WILL BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) EVIDENCING THE SHARES TENDERED HEREBY. 4. METHOD OF DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATE(S). The method of delivery of this Letter of Transmittal, the Certificate(s) and any other required documents is at the option and risk of the shareholder, but the delivery will be deemed made only when actually received by the Paying Agent. If such delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. For those shareholders who desire to surrender their Certificate(s) by mail, an envelope addressed to the Paying Agent is enclosed. 5. MULTIPLE REGISTRATIONS. If a shareholder's Shares are registered differently on several Certificate(s), it will be necessary for such shareholder to complete, sign and submit as many separate Letters of Transmittal as there are different registrations for his Shares. 6. INADEQUATE SPACE. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto. 7. LOST, DESTROYED OR STOLEN CERTIFICATE(S). In the event that the shareholder is unable to deliver to the Paying Agent any of the Certificate(s) due to the mutilation, loss, theft or destruction of such Certificate(s), this Letter of Transmittal may nevertheless be submitted, together with any documents which may be required, subject to acceptance at the discretion of Acquisition, provided, among other requirements, that the shareholder agrees to indemnify Acquisition and the Company by signing the form of indemnity agreement which may be obtained from the Paying Agent. Acquisition will also require the shareholder to purchase a corporate bond of indemnity if the Certificate(s) were lost or destroyed by the shareholder or the shareholder's agent. Please call the Paying Agent at 1-800-733-5001 to obtain an affidavit of loss. 8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or additional copies of this Letter of Transmittal may be obtained from the Paying Agent at its address or telephone number set forth on the cover page of this Letter of Transmittal. 9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. In order to avoid back up withholding of Federal income tax on the cash received upon the surrender of Shares, a shareholder must, unless an exemption applies, provide the Paying Agent with his correct taxpayer identification number ("TIN") on SUBSTITUTE FORM W-9 on this Letter of Transmittal and certify, under penalty of perjury, that such number is correct. If the correct TIN is not provided, a $50 penalty may be imposed by the Internal Revenue Service and payments made in exchange for the surrendered Shares may be subject to backup withholding of 31%. Backup withholding is not an additional Federal income tax. Rather, the amount of such tax withheld will be credited against the Federal income tax liability of persons subject to backup withholding. If backup withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. The TIN that must be provided on the Substitute W-9 is that of the registered holder(s) of the Shares or of the last transferee appearing on the transfers attached to, or endorsed on, the Shares. The TIN for an individual is his social security number. The box in Part 2 of the SUBSTITUTE FORM W-9 may be checked if the person surrendering the Shares has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked and the Paying Agent is not provided with a TIN, the Paying Agent will withhold 31% on all payments of the Merger Consideration until it is provided with a TIN. Exempt persons (including, among others, corporations) are not subject to backup withholding and should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt person by submitting a statement, signed under penalty of perjury, certifying such individual's foreign status. Such statements can be obtained from the Paying Agent. A shareholder should consult his tax advisor about his qualification for exemption from backup withholding and the procedure for obtaining such exemption. PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A. - --------------------------------------------------------------------------------------------------------------- SUBSTITUTE Part 1--PLEASE Social Security FORM W-9 PROVIDE YOUR TIN IN or ------------------------ DEPARTMENT OF THE TREASURY THE SPACE BELOW AND Employer Identification Number: INTERNAL REVENUE SERVICE CERTIFY BY SIGNING AND DATING BELOW. ------------------------------------------------------------------ PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ("TIN") - --------------------------------------------------------------------------------------------------------------- PART 2--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 for me) and (2) I am not subject to backup withholding 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 because of under-reporting interest or dividends on my 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 such Item (2). PART 3--Check here if you have not been issued a TIN and have applied for one or intend to apply for one in the near future. / / SIGNATURE DATE: , 2000 - ---------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% ON ANY PAYMENTS MADE TO YOU. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF 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 within sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number. SIGNATURE ___________________________ DATE: ___________________________, 2000 EX-99.(A)(35) 4 a2024783zex-99_a35.txt EXHIBIT 99(A)(35) [LOGO] NOTICE OF MERGER To Former Shareholders of Castle & Cooke, Inc. The Plan of Merger whereby Castle Acquisition Company, Inc. was merged into Castle & Cooke, Inc. has become effective. Castle & Cooke, Inc. is the surviving corporation. Upon the effectiveness of this merger, each outstanding share of Castle & Cooke, Inc. common stock (except those owned by Castle Acquisition Company, Inc.), was cancelled and converted into the right to receive $19.25 per share in cash. This notice is being mailed to each shareholder of record as of September 6, 2000, the date the merger became effective. As former shareholders or former beneficial owners of Common Stock of the Company (the "Shares"), you are entitled to receive $19.25 per Share ("the Merger Consideration"). To receive the Merger Consideration, you must submit to EquiServe Trust Company, N.A., as Paying Agent, at the address shown on the enclosed Letter of Transmittal (printed on blue paper), a properly completed and duly executed Letter of Transmittal, and any signature guarantees and other documents required by the Instructions to the Letter of Transmittal, together with the certificates representing your shares. If your Shares are held in "street name," contact your broker to have your Shares delivered to the Paying Agent. Any questions should be directed to the Paying Agent at (800) 733-5001. Please do not contact the company. A check for the full amount of the Merger Consideration for the Shares submitted by you will be forwarded to you as soon as practicable after completion of the merger and receipt of the properly completed and executed Letter of Transmittal (enclosed herewith and printed on blue paper) and certificates evidencing such Shares. Please act promptly to receive the Merger Consideration. -----END PRIVACY-ENHANCED MESSAGE-----