UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
Dole Food Company, Inc.
(Name of Issuer)
Common Stock par value $0,001 per share
(Title of Class of Securities)
256603 101
(CUSIP Number)
Scott Griswold
10900 Wilshire Boulevard
Los Angeles, California 90024
(310) 208-6055
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 10, 2013
(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 persons 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
35,568,585 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
35,568,585 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,568,5851 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.7%2 | |||||
14 | TYPE OF REPORTING PERSON
IN,HC |
1 | Includes 250,000 currently exercisable options awarded under Doles option plans. |
2 | Based upon 89,537,765 shares of Common Stock outstanding as of April 30, 2013. |
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%3 | |||||
14 | TYPE OF REPORTING PERSON
CO |
3 | Based upon 89,537,765 shares of Common Stock outstanding as of April 30, 2013. |
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%4 | |||||
14 | TYPE OF REPORTING PERSON
CO |
4 | Based upon 89,537,765 shares of Common Stock outstanding as of April 30, 2013. |
CUSIP No. 256603 101 | Page 5 of 6 Pages |
This Amendment No. 18 (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 4. Purpose of Transaction
Item 4 as previously amended is revised to add the following:
On June 10, 2013 David H. Murdock made a proposal to the Dole Food Company, Inc. board of directors to acquire the approximately 60% of Doles common stock he does not currently own for a cash price of $ 12.00 per share. Mr. Murdock does not currently intend to sell any shares of Doles common stock.
[SIGNATURE PAGE FOLLOWS ]
Exhibits:
| Exhibit 99.1 Letter to Board of Directors dated June 10, 2013 |
| Exhibit 99.2 Press release dated June 11, 2013 |
CUSIP No. 256603 101 | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 10, 2013
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 |
Exhibit 99.1
DAVID H. MURDOCK
10900 Wilshire Boulevard, 16th Floor
Los Angeles, CA 90024
June 10, 2013
Board of Directors
Dole Food Company, Inc.
One Dole Drive
Westlake Village, California 91362
Ladies and Gentlemen:
Please find below the proposal for a company designated by me to acquire all of the outstanding shares of common stock of Dole Food Company, Inc. (Dole or the Company) not already owned by me or my affiliates for $12.00 per share in cash plus the assumption of existing debt.
I believe this offer presents an excellent opportunity for Doles shareholders to realize an attractive, all-cash premium for their shares at a favorable valuation in a challenging operating environment:
| An attractive, all-cash premium to market: |
| Approximately 18% premium to Doles closing share price of $10.20 today on June 10th and |
| Approximately 19% premium to the volume-weighted average share price for the one month preceding June 10th. |
| A compelling valuation compared to historical Company and peer trading levels and similar transactions: The proposed price, including assumption of debt, represents a 10.2x multiple of Doles expected full year 2013 EBITDA of $150 million, based on the Companys most recent guidance. This represents an approximate: |
| 51% premium to the Companys average trading EBITDA multiple of 6.7x since its initial public offering; |
| 44% premium to the average of the current 2013E trading EBITDA multiples for the Companys core public competitors (Chiquita, Fresh Del Monte and Fyffes) of 7.0x; and |
| 29% premium to the average EBITDA multiple paid in the relevant precedent acquisitions in the fresh produce sector since 2001 of 7.9x; as well as a 13% premium to the 9.0x EBITDA multiple paid by ITOCHU Corporation for the Companys Asia fresh produce business and value-added global packaged food business. |
As you know, the Company has focused on enhancing shareholder value through such measures as the sale of the Companys Asia fresh produce business and global packaged food business, restructurings and improvements to existing businesses, cost reductions, and investments in additional businesses. These initiatives have had little impact on the Companys stock price, which has declined 21% since September 11, 2012, the day prior to published reports of the Companys transaction with ITOCHU, compared to a 15% increase in the S&P 500 during that time period.
I believe the stocks performance is impacted by a variety of factors, including the fact that the Company deals in perishable commodities which are subject to external factors that result in unpredictable quarterly earnings. It is unlikely that the forces affecting the perishable commodities business will change in the foreseeable future. Further, growing the Company for the long-term will require significant investment, some of which will not generate near-term returns. Therefore, after much consideration, I believe that providing a premium to existing shareholders and operating Dole Food Company as a private enterprise is the best alternative given the public-market focus on short-term earnings and predictable quarterly results. This will give the Company greater flexibility to make investment and operating decisions based on long-term strategic goals without the concern that a public company must have for the investing publics short-term expectations. It can also provide opportunities for cost and tax savings.
It is my expectation that the Board of Directors will appoint a special committee of independent directors to consider my proposal and make a recommendation to the Board of Directors. I will not move forward with the transaction unless it is approved by such a committee. In addition, the transaction will be subject to a non-waivable condition requiring the approval of a majority of the shares of the Company not owned by me or my affiliates.
To facilitate a transaction, I have engaged Deutsche Bank as financial advisor, and Paul Hastings LLP as legal advisor. In that regard, Deutsche Bank has issued a highly confident letter with respect to the financing for the proposed transaction that, together with additional funding I am prepared to commit, is sufficient to consummate the transaction. I am ready to negotiate a definitive merger agreement which would contain customary terms and conditions for transactions of this type. Representatives of Deutsche Bank and Paul Hastings are available to meet with the Board of Directors to discuss this proposal at your earliest convenience.
While I appreciate and respect the Boards need to conduct an appropriate process in evaluating my proposal, time is of the essence and your prompt consideration to this proposal is requested. Accordingly, while this letter is not a binding commitment and I reserve the right to terminate my proposal earlier, I plan to terminate or withdraw it if a definitive merger agreement has not been executed by July 31, 2013.
Very truly yours,
David H. Murdock
Exhibit 99.2
DAVID H. MURDOCK
10900 Wilshire Boulevard. Suite 1600
Los Angeles, California 90024
(310) 209-3816
FAX: (310) 824-3643
Contact: Scott A. Griswold
David H. Murdock Makes Cash Offer to Acquire All Outstanding Shares of
Dole Food Company, Inc. for $12.00 Per Share
LOS ANGELES, CA June 11, 2013 - David H. Murdock today announced that he has made an offer to acquire the approximately 60% of outstanding shares of common stock of Dole Food Company, Inc. (NYSE: DOL) not already owned by him for $12.00 per share in cash, plus the assumption of the Companys debt and other obligations. The per share consideration offered places the total enterprise value of the transaction at approximately $ 1.5 billion, which represents a 10.2 times multiple of Doles anticipated EBITDA as provided in Doles most recent earnings guidance.
The offer, which was made yesterday evening to the Board of Directors of Dole Food Company, Inc., represents a 18% premium over the closing price on Monday, June 10, 2013 of $10.20 per share and a premium of 19% to the volume-weighted average stock price for the one month preceding June 10, 2013.
The offer contemplates the negotiation and execution of a binding agreement by July 31, 2013 which would contain customary terms and conditions for transactions of this type. Mr. Murdock has stated he will not proceed unless the offer is approved by a committee of independent directors and by a majority of the outstanding shares not owned by him. He has engaged Deutsche Bank to advise on the transaction and has received a highly confident letter from Deutsche Bank with respect to the financing for the proposed transaction that, together with additional funding Mr. Murdock is prepared to commit, is sufficient to consummate the transaction.
David H. Murdock is the Chairman of the Board, Chief Executive Officer and the largest stockholder of Dole and controls almost 40% of the total number of outstanding shares.
A MERGER OR TENDER OFFER FOR THE OUTSTANDING SHARES OF DOLE FOOD COMPANY, INC., COMMON STOCK HAS NOT YET COMMENCED. IF A MERGER OR TENDER OFFER COMMENCES, EACH STOCKHOLDER OF DOLE FOOD COMPANY, INC. SHOULD READ THE PROXY STATEMENT OR TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER OR TENDER OFFER. ONCE A FILING IS MADE, SECURITYHOLDERS OF DOLE FOOD COMPANY, INC. CAN OBTAIN THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES EXCHANGE COMMISSIONS WEB SITE AT HTTP://WWW.SEC.GOV. SECURITYHOLDERS OF DOLE FOOD COMPANY, INC. MAY ALSO OBTAIN COPIES OF THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY CONTACTING DAVID H. MURDOCK WHEN THE DOCUMENTS BECOME AVAILABLE.
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