SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Schedule 13E-3

RULE 13e-3 TRANSACTION STATEMENT

Under Section 13(e) of the Securities Exchange Act of 1934

(Amendment No. 2)

Dole Food Company, Inc.

(Name of the Issuer)

Dole Food Company, Inc.

David H. Murdock

DFC Holdings, LLC

DFC Merger Corp.

Castle & Cooke Investments, Inc.

Castle & Cooke Holdings, Inc.

David H. Murdock Living Trust dated May 28, 1986, as amended

(Name of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

256603 101

(CUSIP Number of Class of Securities)

C. Michael Carter Dole Food Company, Inc. One Dole Drive Westlake Village, California 91362 (818) 874-4000 David H. Murdock c/o Castle & Cooke, Inc. 10900 Wilshire Boulevard Los Angeles, California 90024 (310) 208-3636 Scott Griswold DFC Holdings, LLC c/o Castle & Cooke, Inc. 10900 Wilshire Boulevard Los Angeles, California 90024 (310) 208-3636

(Name, Address and Telephone Number of Persons Authorized to Receive Notices

and Communications on Behalf of the Persons Filing Statement)

With copies to:

Gibson, Dunn & Crutcher LLP 2029 Century Park East Los Angeles, California 90067 Attention: Jonathan Layne (310) 552-8500 Paul Hastings LLP 695 Town Center Drive, 17th Floor Costa Mesa, California 92626 Attention: Peter J. Tennyson (714) 668-6200 Sullivan & Cromwell LLP 1888 Century Park East, 21st Floor Los Angeles, California 90067 Attention: Alison S. Ressler (310) 712-6600

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-3(c) under the Securities Exchange Act of 1934.

b.  ¨ The filing of a registration statement under the Securities Act of 1933.

c.  ¨ 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:  x

Check the following box if the filing is a final amendment reporting the results of the transaction:  ¨

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee*
$745,647,047	$101,706.26

* The filing fee was determined based on the aggregate merger consideration, which is the sum of (a) the product of 54,615,380 shares of common stock (including 295,200 shares subject to time-based and performance-based restricted stock units and shares of restricted stock) and the merger consideration of $13.50 per share (equal to $737,307,630) and (b) the difference between the merger consideration of $13.50 per share and the exercise price per share of each of the 3,168,667 stock options outstanding for which the exercise price per share is less than $13.50 (equal to $8,339,417). In accordance with Exchange Act Rule 0-11(c), the filing fee of $101,706.26 was determined by multiplying 0.0001364 by the aggregate merger consideration of $745,647,047.

x Check the box if any part of the fee is offset as provided by Exchange Act 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.

Amount Previously Paid: $101,706.26

Form or Registration No.: Schedule 14A

Filing Party: Dole Food Company, Inc.

Date Filed: August 21, 2013

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

Explanatory Note

This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as amended, the “Schedule 13E-3”), is being filed solely for the purpose of correcting certain typographical and formatting errors in Exhibit (c)(6) to the Schedule 13E-3. No other changes or additions are being made hereby to the Schedule 13E-3.

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Item 16. Exhibits.

(a)(1)	Preliminary Proxy Statement of Dole Food Company, Inc. (incorporated herein by reference to the Schedule 14A filed concurrently with this Schedule 13E-3).
(a)(2)	Form of Proxy Card (incorporated herein by reference to the Preliminary Proxy Statement).
(a)(3)	Letter to Stockholders (incorporated herein by reference to the Preliminary Proxy Statement).
(a)(4)	Notice of Special Meeting of Stockholders (incorporated herein by reference to the Preliminary Proxy Statement).
(a)(5)	Press Release issued by Dole Food Company, Inc., dated August 12, 2013 (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2013).
(a)(6)	Press Release issued by Dole Food Company, Inc., dated September 11, 2013 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 11, 2013).
(b)(1)†	Commitment Letter, dated August 11, 2013, among Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Islands Branch, Deutsche Bank Securities Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of Nova Scotia and DFC Holdings, LLC.
(c)(1)	Opinion of Lazard Frères & Co. LLC, dated August 11, 2013 (incorporated herein by reference to Appendix B of the Preliminary Proxy Statement).
(c)(2)†	Presentation of Deutsche Bank Securities Inc. to the Special Committee, dated June 24, 2013.
(c)(3)†	Discussion Materials, dated May 2, 2013 prepared by Deutsche Bank Securities Inc., provided to David H. Murdock.
(c)(4)†	Discussion Materials, dated May 14, 2013 prepared by Deutsche Bank Securities Inc., provided to David H. Murdock.

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(c)(5)†	Discussion Materials, dated May 22, 2013 prepared by Deutsche Bank Securities Inc., provided to David H. Murdock.
(c)(6)	Discussion Materials, dated May 23, 2013 prepared by Deutsche Bank Securities Inc., provided to David H. Murdock.
(c)(7)†	Discussion Materials, dated July 15, 2013 prepared by Deutsche Bank Securities Inc., provided to David H. Murdock.
(c)(8)†	Discussion Materials, dated July 24, 2013 prepared by Deutsche Bank Securities Inc., provided to David H. Murdock.
(c)(9)*†	Presentation of Lazard Frères & Co. LLC to the Special Committee, dated August 11, 2013.
(d)(1)	Agreement and Plan of Merger, dated August 11, 2013, among DFC Holdings, LLC, DFC Merger Corp., David H. Murdock and Dole Food Company, Inc., as amended on August 19, 2013 and September 19, 2013 (incorporated herein by reference to Appendix A of the Preliminary Proxy Statement).
(d)(2)†	Equity Commitment Letter and Guarantee, dated August 11, 2013, among David H. Murdock, DFC Holdings, LLC and Dole Food Company, Inc.
(d)(3)	Letter Agreement, dated August 11, 2013, by and between David H. Murdock and Dole Food Company, Inc. (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2013).
(f)(1)	Section 262 of the General Corporation Law of the State of Delaware (incorporated herein by reference to Appendix C of the Preliminary Proxy Statement).

* Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

† Previously filed.

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SIGNATURES

After due inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated as of September 24, 2013

Dole Food Company, Inc.
By:	/s/ C. Michael Carter
	Name: C. Michael Carter Title: President & COO
David H. Murdock
By:	/s/ David H. Murdock
	Name: David H. Murdock
DFC Holdings, LLC
By:	/s/ David H. Murdock
	Name: David H. Murdock Title: Manager
DFC Merger Corp.
By:	/s/ David H. Murdock
	Name: David H. Murdock Title: President
Castle & Cooke Investments, Inc.
By:	/s/ Scott Griswold
	Name: Scott Griswold Title: Executive Vice President
Castle & Cooke Holdings, Inc.
By:	/s/ Scott Griswold
	Name: Scott Griswold Title: Executive Vice President
David H. Murdock Living Trust dated May 28, 1986, as amended
By:	/s/ David H. Murdock
	Name: David H. Murdock
	Title: Trustee

EX-99.(C)(6)

Exhibit (c)(6)

Deutsche Bank

Corporate Banking & Securities

Project Fresh

May 2013

Deutsche Bank Securities Inc., a subsid diary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.

DRAFT

“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law).

Statements and opinions regarding the Recipient’s investment case, positioning and valuation are not, and should not be construed as, an indication that Deutsche Bank will provide favourable research coverage of the Recipient or publish research containing any particular rating or price target for the Recipient’s securities.

This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.

The Presentation is not exhaustive and does not serve as legal, accounting or tax advice. Nothing herein shall be taken as constituting the giving of investment advice and this Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary relationship between the Recipient and Deutsche Bank.”

Deutsche Bank

Corporate Banking & Securities

DRAFT

Illustrative pro forma capitalization

Indicative rate assumptions Sources of funds Uses of funds

Revolver L + 325 New senior notes $300 Purchase non-DHM equity(c) $685

Term loan B (Institutional) L + 325 New term loan B 700 Roll DHM equity(c) 445

DHM cash contribution 150 Repay existing term loan B 675

LIBOR floor 1.00% Roll DHM equity(c) 445 Est. fees, expenses and OID 30

OID 99 Cash from balance sheet 240

New senior notes (bonds) 7.50% Total sources $1,834 Total uses $1,834

Blended cost of debt 5.40% Pro forma capitalization

As of Net mult. of LTM EBITDA at Adjustments Pro forma Net mult. of LTM EBITDA at% of pro forma

6/30/2013E 3/31/2013A 6/30/2013E +—6/30/2013E 3/31/2013A 6/30/2013E capitalization

Cash $347($240) $108

Revolver ($150 million)(a) — —

Existing term loan B 675(675) —

New term loan B — 700 700 43.3%

Total secured debt $675 1.7x 2.2x $700 3.0x 3.9x 43.3%

New senior notes — 300 300 18.5%

Other debt 24 24 1.5%

Total debt $699 $1,024

Net debt $351 1.8x 2.3x $916 4.7x 6.1x 63.3%

Existing common equity(b) 997 445(997) 445 27.5%

New DHM common equity — 150 150 9.3%

Total capitalization $1,696 $1,618

Net capitalization $1,349 6.9x 9.0x $1,511 7.7x 10.1x 100.0%

Credit statistics:

LTM 6/30/13E EBITDA $150 $150

Interest expense, net 27 53

Capital expenditures(d) 76 76

EBITDA / net int exp 5.5x 2.8x

(EBITDA—capex) / net int exp 2.7x 1.4x

Total debt / EBITDA 4.7x 6.8x

(a) Undrawn as of 05/17/2013.

(b) Basic shares outstanding per 1Q 2013 10Q, as of 03/23/13. (c) Based on a share price of $12.50 for illustrative purposes. (d) Excludes special project capex.

Deutsche Bank

Corporate Banking & Securities

DRAFT

1

Illustrative summary financials

($ in millions) Fiscal year ended December 31,

2012A PF LTM 6/30/13E 2013E 2014E 2015E 2016E 2017E

Revenues $4,247 $4,257 $4,333 $4,498 $4,620 $4,746 $4,875

% growth(11.1%) — 2.0% 3.8% 2.7% 2.7% 2.7%

Gross profit 368 375 357 408 423 435 447

% margin 8.7% 8.8% 8.2% 9.1% 9.2% 9.2% 9.2%

EBITDA 172 150 154 186 212 218 223

% margin 4.0% 3.5% 3.6% 4.1% 4.6% 4.6% 4.6%

Capital expenditures(a) 60 76 64 75 74 76 78

% margin 1.4% 1.8% 1.5% 1.7% 1.6% 1.6% 1.6%

“Go-forward” PF Pro Forma Stub

Free cash flow summary LTM 6/30/13E LTM 6/30/13E Q3-Q4 ‘13E 2014E 2015E 2016E 2017E

EBITDA 150 150 51 186 212 218 223

Less: Interest expense, net(53)(53)(28)(53)(49)(45)(40)

Less: Cash taxes(24)(24)(12)(9)(9)(9)(10)

Less: Change in working capital 0(50) 2 6 777

Less: Maintenance capital expenditures(35)(35)(18)(35)(35)(35)(35)

Less: Otherher cashsh flowlow itemstem(26)(26)(10)(21)(14)(14)(14)

Plus: Asset sales 41 41 27 50 50 50 50

Free cash flow available before special project capex 53 3 11 124 162 171 181

FCF % of total debt 5.2% 0.3% 1.1% 12.0% 17.1% 20.8% 26.2%

Less: Growth capital expenditures(41)(41)(16)(40)(39)(41)(43)

Less: Special project capital expenditures 0(30) 0 0 000

Free cash flow available for debt paydown 12(68)(4) 83 122 130 138

FCF % of total debt 1.2% NM(0.4%) 8.1% 13.0% 15.8% 20.0%

Cumulative free cash flow(4) 79 202 332 470

Pro forma credit statistics

Cash 108 108 108 108 108 108

Revolver 040 00(0)

New term loan B 700 700 621 498 368 230

Senior notes 300 300 300 300 300 300

Other debt 24 24 24 24 24 24

Total debt $1,024 $1,028 $945 $822 $692 $554

Estimated collateral base 2,869 2,842 2,792 2,742 2,692 2,642

Total debt coverage 2.8x 2.8x 3.0x 3.3x 3.9x 4.8x

Total debt / EBITDA 6.8x 6.7x 5.1x 3.9x 3.2x 2.5x

Net debt / EBITDA 6.1x 6.0x 4.5x 3.4x 2.7x 2.0x

EBITDA / Interest 2.8x 2.8x 3.5x 4.4x 4.9x 5.5x

(EBITDA—Capex) / Interest(a) 1.4x 1.6x 2.1x 2.8x 3.2x 3.6x

Note: “Go-forward” PF LTM 6/30/13E column assumes normalized change in working capital and exlcudes special project capex. (a) PF LTM 6/30/13E and 2013E exclude $30 million of special project capex.

Deutsche Bank

Corporate Banking & Securities

DRAFT

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Illustrative quarterly summary financials

(US$ millions)

Q1 2012 Q2 2012 Q3 2012 Q4 2012 FY2012 Q1 2013E Q2 2013E Q3 2013E Q4 2013E FY2013E

Sales $1,086 $1,080 $1,193 $888 $4,247 $1,054 $1,123 $1,212 $945 $4,333

% growth(7.3%)(18.0%)(10.2%)(7.7%)(11.1%)(3.0%) 4.0% 1.6% 6.4% 2.0%

Adj. EBITDA $44 $81 $33 $14 $172 $68 $35 $18 $33 $154

% margin 4.1% 7.5% 2.8% 1.6% 4.1% 6.5% 3.1% 1.5% 3.5% 3.6%

Rolling LTM Adj. EBITDA $154 $139 $169 $172 $172 $196 $150 $135 $154 $154

% margin 3.3% 3.1% 3.9% 4.1% 4.1% 4.7% 3.5% 3.2% 3.6% 3.6%

Normal capex $7 $9 $17 $28 $60 $6 $25 $22 $12 $64

% of sales 0.6% 0.9% 1.4% 3.1% 1.4% 0.6% 2.3% 1.8% 1.2% 1.5%

Special project capex $0 $0 $0 $0 $0 $30 $0 $0 $0 $30

Total capex $7 $9 $17 $28 $60 $36 $25 $22 $12 $94

Deutsche Bank

Corporate Banking & Securities

DRAFT

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