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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4/A
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
AMENDMENT NO. 1 (FINAL AMENDMENT)
CASTLE & COOKE, INC.
(Name of Issuer)
CASTLE & COOKE, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
14843310 10
(CUSIP number of class of securities)
KEVIN R. SHANEY, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
CASTLE & COOKE, INC.
10900 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 208-3636
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
COPY TO:
CHARLES F. NIEMETH, ESQ.
O'MELVENY & MYERS LLP
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4611
(212) 326-2085
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Castle & Cooke, Inc. a Hawaii corporation (the "Company"), hereby amends its
Issuer Tender Offer Statement on Schedule 13E-4 (the "Schedule 13E-4") filed
with the Securities and Exchange Commission on May 15, 1998, with respect to its
offer to purchase for cash up to 3,000,000 shares of its common stock, no par
value (the "Shares") at prices, net to the seller in cash, not greater than
$19.50 nor less than $17.75 per Share, specified by stockholders, upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated May 15,
1998 (the "Offer to Purchase"), and the related Letter of Transmittal (which
together constitute the "Offer"). Capitalized terms used in this Amendment No. 1
without definition have the meanings assigned to them by the Schedule 13E-4.
ITEM 8. ADDITIONAL INFORMATION.
The response to Item 8(e) of the Schedule 13E-4 is hereby supplemented and
amended as follows:
At 12:00 midnight, New York City time, on June 19, 1998 (the "Expiration
Date"), the Offer expired. In accordance with the Offer, the Company accepted
for purchase, without proration, 3,015,764 Shares, which were all Shares validly
tendered at or below $19.25 per Share (the "Purchase Price") and not withdrawn.
Copies of the Company's news release dated June 22, 1998 announcing the
preliminary results of the Offer, and its news release dated June 30, 1998
announcing the final results of the Offer are attached hereto as Exhibits
(a)(10) and (a)(11), respectively, and are incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 9 of the Schedule 13E-4 is hereby supplemented and
amended as follows:
(a)(10) News Release issued by the Company on June 22, 1998.
(a)(11) News Release issued by the Company on June 30, 1998.
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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.
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CASTLE & COOKE, INC.
By: /s/ KEVIN R. SHANEY
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Kevin R. Shaney
VICE PRESIDENT
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June 30, 1998
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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(a)(10) News Release issued by the Company on June 22, 1998.
(a)(11) News Release issued by the Company on June 30, 1998.
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EXHIBIT (a)(10)
CONTACT:
Edward C. Roohan
Vice President & CFO
(310) 208-3636, Ext. 337
CASTLE & COOKE, INC. ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION TENDER OFFER
LOS ANGELES, California (June 22, 1998)--Castle & Cooke, Inc. (NYSE:CCS)
announced today the preliminary results of its Dutch Auction self-tender offer
for its Common Stock. On May 11, 1998, Castle & Cooke announced its offer to
purchase up to 3,000,000 shares of its Common Stock, or approximately 15% of its
then outstanding shares, at a price not greater than $19.50 nor less than $17.75
per share. The offer expired at 12:00 midnight (New York City time) on June 19,
1998.
Based on a preliminary count by the depositary for the offer, Castle & Cooke
will purchase 3,000,000 shares of its Common Stock (including approximately
601,000 shares tendered pursuant to notice of guaranteed delivery) at a price of
$19.00 per share (the "Purchase Price") on a pro rata basis in accordance with
the terms of the tender offer. Castle & Cooke expects the proration factor to be
approximately .999 based on these preliminary results. Shares tendered in excess
of the Purchase Price and shares not repurchased because of the proration will
be promptly returned.
The determination of the actual number of shares to be purchased, the final
proration factor and the purchase price are subject to final confirmation and
the proper delivery of all shares tendered and not withdrawn, including shares
tendered pursuant to the guaranteed delivery procedure.
Castle & Cooke is a developer of residential real estate in Hawaii;
Bakersfield, California; Sierra Vista, Arizona; and Orlando, Florida, and owns
and operates two of the world's highest-rated resorts, located on the Island of
Lana'i in Hawaii. The Company is also involved in commercial development in
Hawaii, California, Arizona, North Carolina and Georgia. The Company's shares
are traded on the New York Stock Exchange under the symbol CCS.
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EXHIBIT (a)(11)
FOR IMMEDIATE RELEASE
CONTACT:
Edward C. Roohan
Vice President & CFO
(310) 208-3636, Ext. 337
CASTLE & COOKE, INC. ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION TENDER OFFER
LOS ANGELES, California (June 30, 1998)--Castle & Cooke, Inc. (NYSE:CCS)
announced today the final results of its Dutch Auction self-tender offer, which
expired at 12:00 midnight (New York City time) on June 19, 1998. In the
preliminary results announced June 22, 1998, the Company reported that based on
a report of the preliminary count from the depositary for the offer, it would
purchase 3,000,000 shares (including approximately 601,000 shares tendered
pursuant to notice of guarantee delivery) at a price of $19.00 per share.
However, based on a corrected final count by the depositary, Castle & Cooke will
purchase 3,015,764 shares of Common Stock at a price of $19.25 per share (the
"Purchase Price") in accordance with the terms of the tender offer. The Company
exercised its right under the terms of the offer to accept more than 3,000,000
shares, and the shares to be purchased comprise all shares validly tendered at
or below the Purchase Price. No proration will be required.
Payment for shares validly tendered and accepted will be made on July 6,
1998. Shares tendered but not accepted for purchase will be returned to
stockholders.
The shares to be purchased in the tender offer represent approximately 15
percent of the shares outstanding immediately prior to the commencement of the
tender offer. After the purchase of the shares pursuant to the offer, Castle &
Cooke will have approximately 17,005,340 shares of Common Stock outstanding.
Castle & Cooke is a developer of residential and commercial real estate in
Hawaii; Bakersfield, California; Sierra Vista, Arizona; and Orlando, Florida,
and is involved in commercial development in Hawaii, California, Arizona, North
Carolina and Georgia. The Company owns and operates two of the world's
highest-rated resorts, located on the Island of Lana'i in Hawaii. Shares are
traded on the New York Stock Exchange under the symbol CCS.
