0001209191-12-051818.txt : 20121105 0001209191-12-051818.hdr.sgml : 20121105 20121105213712 ACCESSION NUMBER: 0001209191-12-051818 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091022 FILED AS OF DATE: 20121105 DATE AS OF CHANGE: 20121105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DOLE FOOD CO INC CENTRAL INDEX KEY: 0000018169 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 990035300 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 BUSINESS ADDRESS: STREET 1: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 8188796600 MAIL ADDRESS: STREET 1: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 FORMER COMPANY: FORMER CONFORMED NAME: DOLE FOOD COMPANY INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CASTLE & COOKE INC DATE OF NAME CHANGE: 19910731 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MURDOCK DAVID H CENTRAL INDEX KEY: 0000875392 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04455 FILM NUMBER: 121181616 MAIL ADDRESS: STREET 1: ONE DOLE DRIVE CITY: WESTWESTLAKE VILLAGE STATE: CA ZIP: 91362 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: David H. Murdock Living Trust, dated May 28, 1986, as amended CENTRAL INDEX KEY: 0001474947 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04455 FILM NUMBER: 121181617 BUSINESS ADDRESS: STREET 1: C/O DOLE FOOD COMPANY, INC. STREET 2: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 818-879-6600 MAIL ADDRESS: STREET 1: C/O DOLE FOOD COMPANY, INC. STREET 2: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 4 1 c30369_4x0.xml MAIN DOCUMENT DESCRIPTION X0306 4 2009-10-22 0000018169 DOLE FOOD CO INC DOLE 0000875392 MURDOCK DAVID H C/O DOLE FOOD COMPANY, INC. ONE DOLE DRIVE WESTLAKE VILLAGE CA 91362 1 1 1 0 Chairman 0001474947 David H. Murdock Living Trust, dated May 28, 1986, as amended C/O DOLE FOOD COMPANY, INC. ONE DOLE DRIVE WESTLAKE VILLAGE CA 91362 0 0 1 0 Common Stock 2012-11-01 4 J 1 23317270 D 21572060 I Trust Common Stock 2012-11-01 4 C 0 2185994 A 23758054 I Trust Common Stock 11784914 I Castle & Cooke Holdings, Inc. Forward Sale Contract (obligation to sell) 2009-10-22 4 J 1 1 A 2012-11-01 2012-11-01 Common Stock 24000000 0 I See Footnote $0.875 Trust Issued Automatic Common Exchange Securities 2012-10-31 4 P 0 2250000 A 2012-11-01 2012-11-01 Common Stock 2185994 2250000 I See Footnote Forward Sale Contract (obligation to sell) 2012-11-01 4 J 1 1 0 D 2012-11-01 2012-11-01 Common Stock 24000000 0 I See Footnote $0.875 Trust Issued Automatic Common Exchange Securities 2012-11-01 4 C 0 2250000 0 D 2012-11-01 2012-11-01 Common Stock 0 I See Footnote On October 22, 2009, in connection with an offering of $0.875 Trust Issued Automatic Common Exchange Securities (the "MACES") issued by the 2009 Dole Food Automatic Common Exchange Security Trust (the "MACES Trust") to qualified institutional investors, David H. Murdock, in his individual capacity and as the trustee of the David H. Murdock Living Trust, dated May 28, 1986, as amended (the "Trust" or "Seller") entered into a forward purchase contract (the "Contract") with the MACES Trust, which together with the trustees thereof acting in their capacity as such, are referred to herein as "Purchaser". Purchaser is unrelated to Seller. Since an over-allotment option concerning 3,600,000 MACES originally granted to the initial purchasers of the MACES was never exercised, the Seller was obligated under the Contract to deliver to Purchaser for the holders of the MACES on November 1, 2012 (the "Exchange Date") up to 24,000,000 shares common stock, par value $0.001 per share, of Dole Food Company, Inc. ("Dole Common Stock"), with the exact number of shares to be delivered determined in accordance with the "Exchange Rate" set forth in the Contract. The Seller received $227,937,303 for entering into the Contract. To secure its obligations under the Contract, Seller pledged 24,000,000 shares of Dole Common Stock during the term of the pledge, although Seller retained beneficial ownership of such shares during the term of the pledge. The number of shares of Dole Common Stock that were exchanged for each of the MACES on the Exchange Date was determined accordance with the Exchange Rate set forth in the Contract. The Exchange Rate was determined based on the "Average Market Price" as defined in the Contract and the calculation period for determining the Average Market Price consisted of the 20 "Trading Days" (as defined in the Contract) immediately prior to but not including the third Trading Day prior to the Exchange Date. On the Exchange Date (November 1, 2012), Seller settled the Contract. The Average Market Price used in determining the Exchange Rate was $12.8660. Based on the Exchange Rate, Seller delivered 23,317,270 shares of Dole Common Stock to Purchaser for the holders of the MACES and 682,730 shares of Dole Common Stock previously pledged were returned to Seller. Based on the Exchange Rate, each of the MACES was mandatorily exchanged into 0.97155293 of a share of Dole Common Stock. The delivery of the 23,317,270 shares of Dole Common Stock to Purchaser (and the holders of the MACES) is reported as a disposition in Table I of this Form 4 on the Exchange Date pursuant to applicable SEC reporting guidance. However, for purposes of Section 16(b) of the Securities Exchange Act of 1934, the sale of such 23,317,270 shares is deemed to have occurred upon entry into the Contract in October 2009. These securities are or were owned directly by the Trust and indirectly by Mr. Murdock as sole trustee and beneficiary of the Trust. These shares of Dole Common Stock were acquired as a result of the mandatory exchange of 2,250,000 MACES held by the Trust. See footnotes (1) through (4) above and footnote (8) below. These shares are owned directly by Castle & Cooke Holdings, Inc. and indirectly by Mr. Murdock and the Trust. These MACES were acquired directly by the Trust and indirectly by Mr. Murdock, as sole trustee and beneficiary of the Trust. Of the 2,250,000 MACES acquired, 500,000 were purchased on May 25, 2012 for a purchase price of $8.925 and 1,750,000 were purchased on June 1, 2012 for a purchase price of $8.955. On October 31, 2012, the Exchange Rate of these MACES became determinable and these MACES are therefore reported as derivative securities as of that date. Upon the mandatory exchange of the MACES as described in footnotes (3) and (4) above, based on the Exchange Rate, the 2,250,000 MACES held by the Trust were exchanged on the Exchange Date for an aggregate of 2,185,994 shares of Dole Common Stock. /s/ C. Michael Carter, attorney in fact for David H. Murdock 2012-11-05 /s/ C. Michael Carter, attorney in fact for David H. Murdock Living Trust dated May 28, 1986, as amended 2012-11-05