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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No._____)
CASTLE & COOKE, INC.
(Name of Subject Company)
CASTLE & COOKE, INC.
(Name of Persons Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Secuirities)
148433105
(CUSIP Number of Class of Securities)
Edward Roohan
10900 Wilshire Boulevard
Los Angeles, California 90024
Telephone: (310) 208-6055
(Name, address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
Copies to:
Mary Garnett
10900 Wilshire Boulevard
Los Angeles, California 90024
Telephone: (310) 209-3803
/X/ CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
a-5.1 Press Release issued by Castle & Cooke, Inc. on May 22, 2000.
2
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EXHIBIT 5.1
[LETTERHEAD]
NEWS RELEASE
Contact: Dean R. Estrada
(310) 209-3804
CASTLE & COOKE, INC. AND FLEXI-VAN LEASING, INC.
SIGN MERGER AGREEMENT
LOS ANGELES, California, May 22, 2000 -- Castle & Cooke, Inc. and Flexi-Van
Leasing, Inc. announced today that they have signed a definitive merger
agreement providing for a new corporation, wholly-owned by Flexi-Van Leasing,
Inc., to acquire the 73 percent of Castle & Cooke, Inc.'s outstanding common
stock which Flexi-Van Leasing, Inc. or its affiliates do not already own for
$18.50 per share in cash. Flexi-Van Leasing, Inc. is wholly-owned by David H.
Murdock.
Flexi-Van Leasing, Inc.'s subsidiary will promptly commence a tender offer
for any and all shares of Castle & Cooke Inc.'s common stock not presently owned
by Flexi-Van Leasing, Inc. or its affiliates. The per share consideration that
will be offered places the total enterprise value, which includes the assumption
of debt, of Castle & Cooke, Inc. at approximately $600 million. The offer is
conditioned upon a majority of the outstanding common stock which Flexi-Van
Leasing, Inc. or its affiliates do not already own being validly tendered. In
the merger which will follow the closing of the tender offer, any shares not
tendered will be converted into the right to receive $18.50 per share in cash.
The transaction has been unanimously approved by a Special Committee of
independent directors of Castle & Cooke, Inc. that was formed on March 29, 2000
to study Flexi-Van Leasing, Inc.'s proposal to consummate the transaction at
$17.00 per share, all cash. Bear, Stearns & Co. Inc., an independent investment
banking firm retained by the Special Committee, has rendered an opinion that the
offer price of $18.50 per share is fair from a financial point of view to Castle
& Cooke, Inc.'s public shareholders. The higher offer price represents a $26
million or a 9 percent increase over the $17.00 per share price specified in
Flexi-Van Leasing, Inc.'s original proposal. It also represents a 53 percent
increase over the $12.06 per share price of the stock prior to the Flexi-Van
Leasing, Inc. proposal of March 29, 2000 creating an additional $110 million in
enterprise value.
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Under the merger agreement, the Special Committee may, in the exercise of
its fiduciary duty, consider and provide non-public information in response to
any potentially more advantageous proposal received before the expiration of the
tender offer. The Special Committee and Flexi-Van have agreed that the offer
will remain open until June 30, 2000.
It is anticipated that funds necessary to purchase the outstanding shares
of Castle & Cooke, Inc. will be provided by a bank group led by Deutsche Bank.
Flexi-Van Leasing, Inc. received a "highly confident" letter from Deutsche Bank
with respect to the financing necessary to complete the transaction originally
proposed by Flexi-Van Leasing, Inc.
Castle & Cooke, Inc. is a developer of residential and commercial real
estate in Hawaii, California, North Carolina, Arizona, Georgia and Florida. The
company also owns and operates two of the world's highest-rated resorts on the
island of Lana'i in Hawaii.
A TENDER OFFER FOR THE OUTSTANDING SHARES OF CASTLE & COOKE, INC. COMMON
STOCK HAS NOT YET COMMENCED. IF A TENDER OFFER COMMENCES, EACH SECURITY
HOLDER OF CASTLE & COOKE, INC. SHOULD READ THE TENDER OFFER STATEMENT WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER. ONCE A FILING IS MADE, SECURITY HOLDERS OF CASTLE & COOKE, INC.
CAN OBTAIN THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION FOR FREE ON THE SECURITIES AND
EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF
CASTLE & COOKE, INC. MAY ALSO OBTAIN COPIES OF THE TENDER OFFER STATEMENT AND
OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR FREE BY CONTACTING FLEXI-VAN LEASING, INC., WHEN THE DOCUMENTS BECOME
AVAILABLE.
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