0001193125-12-444168.txt : 20121031 0001193125-12-444168.hdr.sgml : 20121031 20121031172535 ACCESSION NUMBER: 0001193125-12-444168 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121031 DATE AS OF CHANGE: 20121031 GROUP MEMBERS: CASTLE & COOKE HOLDINGS, INC. GROUP MEMBERS: CASTLE & COOKE INVESTMENTS, INC. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33795 FILM NUMBER: 121171592 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MURDOCK DAVID H CENTRAL INDEX KEY: 0000875392 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: ONE DOLE DRIVE CITY: WESTWESTLAKE VILLAGE STATE: CA ZIP: 91362 SC 13D/A 1 d431810dsc13da.htm AMENDMENT NO. 14 TO SCHEDULE 13D Amendment No. 14 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

 

 

 

Dole Food Company, Inc.

(Name of Issuer)

 

 

 

Common Stock par value $0.001 per share

(Title of Class of Securities)

 

256603 101

(CUSIP Number)

 

Roberta Wieman

10900 Wilshire Boulevard

Los Angeles, California 90024

(310) 208-6055

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 29, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

    CUSIP No. 256603 101        Page 2 of 6 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

David H. Murdock

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (See Instructions)

 

    PF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) Or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      7    

SOLE VOTING POWER

 

    56,674,244

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    56,674,244

   10   

SHARED DISPOSITIVE POWER

 

    0

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    56,674,244

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    63.7%1

14

  

TYPE OF REPORTING PERSON

 

    IN, HC

 

1 

Based upon 88,961,386 shares of Common Stock outstanding as of October 30, 2012, as reported by the Dole transfer agent.

    CUSIP No. 256603 101        Page 3 of 6 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Castle & Cooke Investments, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      7    

SOLE VOTING POWER

 

    11,784,914

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    11,784,914

   10   

SHARED DISPOSITIVE POWER

 

    0

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,784,914

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    13.2%1

14

  

TYPE OF REPORTING PERSON

 

    CO

 

1 

Based upon 88,961,386 shares of Common Stock outstanding as of October 30, 2012, as reported by the Dole transfer agent.

    CUSIP No. 256603 101        Page 4 of 6 Pages

 

  1   

NAMES OF REPORTING PERSONS

 

Castle & Cooke Holdings, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  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

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

      7    

SOLE VOTING POWER

 

    11,784,914

     8   

SHARED VOTING POWER

 

    0

     9   

SOLE DISPOSITIVE POWER

 

    11,784,914

   10   

SHARED DISPOSITIVE POWER

 

    0

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    11,784,914

12

  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    13.2%1

14

  

TYPE OF REPORTING PERSON

 

    CO

 

1 

Based upon 88,961,386 shares of Common Stock outstanding as of October 30, 2012, as reported by the Dole transfer agent.

    CUSIP No. 256603 101        Page 5 of 6 Pages

 

This Amendment No. 14 (the “Amendment”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2009 by the Reporting Persons, as previously amended. This Amendment, and the Original Schedule 13D, relate to the shares of Common Stock, par value $0.001 per share (“Common Stock”) of Dole Food Company, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Dole Drive, Westlake Village, California 91362. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Original Schedule 13D. Except as amended and supplemented by this Amendment, the Original Schedule 13D, as previously amended, is not amended or supplemented in any respect.

Item 6. Contracts, Arrangements Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 as previously filed is amended to add the following:

Pursuant to the previously disclosed Forward Purchase Agreement dated as of October 22, 2009 (the “Forward Purchase Agreement”), the 20 Trading Day period for computing the exchange ratio related to the $0.875 Trust Issued Automatic Common Exchange Securities (“MACES”) ended on the Trading Day immediately prior to but not including the third Trading Day prior to the exchange date for the MACES, which exchange date is November 1, 2012 (the “Exchange Date”). Accordingly, pursuant to the terms of the Forward Purchase Agreement and because of the unexpected market closures on October 29, 2012 and October 30, 2012 caused by Hurricane Sandy, the last day of the 20 Trading Day period used for computing the exchange rate for the MACES was October 24, 2012, not October 26, 2012 as previously anticipated.

    CUSIP No. 256603 101        Page 6 of 6 Pages

 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 31, 2012      
    By:  

/s/ David H. Murdock

    Name:  

David H. Murdock, individually and

as Trustee of the David H. Murdock Living

Trust dated May 28, 1986, as amended

    CASTLE & COOKE INVESTMENTS, INC.
    By:  

/s/ Scott A. Griswold

    Name:   Scott A. Griswold
    Title:   Executive Vice President
    CASTLE & COOKE HOLDINGS, INC.
    By:  

/s/ Scott A. Griswold

    Name:   Scott A. Griswold
    Title:   Executive Vice President