<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
DOLE FOOD COMPANY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
DOLE FOOD COMPANY, INC.
31355 Oak Crest Drive
Westlake Village, California 91361
April 6, 1995
To the Stockholders of Dole Food Company, Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders of
Dole Food Company, Inc. (the "Company") which will be held at the JW Marriott
Hotel, 2151 Avenue of the Stars, Los Angeles, California at 10:00 a.m. on
Thursday, May 11, 1995.
This booklet includes the Notice of Annual Meeting and the Proxy Statement,
which contain information about the formal business to be acted on by the
stockholders. The meeting will also feature a report on the operations of your
Company, followed by a question and discussion period.
We hope that you will be able to attend the meeting. However, whether or not
you plan to attend in person, please complete, sign, date and return the
enclosed proxy card(s) promptly to ensure that your shares will be represented.
If you do attend the meeting and wish to vote your shares personally, you may
revoke your proxy.
Sincerely yours,
[SIG]
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
DOLE FOOD COMPANY, INC.
31355 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 1995
------------------------
The Annual Meeting of Stockholders of DOLE FOOD COMPANY, INC. (the
"Company") will be held at the JW Marriott Hotel, 2151 Avenue of the Stars, Los
Angeles, California at 10:00 a.m. on Thursday, May 11, 1995 for the following
purposes:
1. To elect seven (7) directors of the Company, each to serve until the
next Annual Meeting of Stockholders and until his or her successor has been
duly elected and qualified;
2. To approve the Company's Non-Employee Directors Stock Option Plan;
3. To elect Arthur Andersen LLP as the Company's independent public
accountants and auditors for the 1995 fiscal year; and
4. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed March 24, 1995 as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting. Accordingly, only stockholders of record at the close of business on
that date are entitled to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
[SIG]
Alan B. Sellers
CORPORATE SECRETARY
April 6, 1995
TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY CARD(S) AS PROMPTLY AS POSSIBLE AND RETURN IT (THEM)
IN THE ENCLOSED PRE-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOU OWN
SHARES REGISTERED IN DIFFERENT NAMES OR AT DIFFERENT ADDRESSES, EACH PROXY CARD
SHOULD BE COMPLETED AND RETURNED.
<PAGE>
DOLE FOOD COMPANY, INC.
31355 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished to stockholders by the Board of Directors
of Dole Food Company, Inc. (the "Company") in connection with the solicitation
of proxies for use at the Annual Meeting of Stockholders of the Company to be
held at the JW Marriott Hotel, 2151 Avenue of the Stars, Los Angeles, California
at 10:00 a.m. on Thursday, May 11, 1995, and at any adjournments thereof. The
Company's principal executive offices are located at 31355 Oak Crest Drive,
Westlake Village, California, and its telephone number is (818) 879-6600.
This Proxy Statement, Notice of Annual Meeting and the accompanying proxy
card(s) are being first mailed to stockholders on or about April 7, 1995. The
Company's 1994 Annual Report is being mailed to stockholders concurrently with
this Proxy Statement. The Annual Report is not to be regarded as proxy
soliciting material or as a communication by means of which any solicitation of
proxies by the Company is to be made.
GENERAL INFORMATION
The Board of Directors has fixed March 24, 1995 as the record date (the
"Record Date") for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting or any adjournments thereof. On the Record Date,
59,480,608 shares of Common Stock of the Company ("Common Stock") were
outstanding and entitled to vote at the meeting. The Common Stock is the only
class of stock of the Company that is outstanding and entitled to vote at the
Annual Meeting.
Stockholders who own shares registered in different names or at different
addresses will receive more than one proxy card. A STOCKHOLDER MUST SIGN AND
RETURN EACH OF THE PROXY CARDS RECEIVED TO ENSURE THAT ALL OF THE SHARES OWNED
BY SUCH STOCKHOLDER ARE REPRESENTED AT THE ANNUAL MEETING. Each accompanying
proxy card that is properly signed and returned to the Company and not revoked
will be voted in accordance with the instructions contained therein.
Any stockholder who gives a proxy has the power to revoke it at any time
before it is exercised by delivery to the Corporate Secretary of the Company,
either in person or by mail, of a written notice of revocation. Attendance at
the Annual Meeting will not in itself constitute revocation of the proxy.
Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying proxy card(s) (or their substitutes) will vote FOR
the election of the Board of Directors' nominees, FOR the approval of the
Company's Non-Employee Directors Stock Option Plan, FOR the election of Arthur
Andersen LLP as the Company's independent public accountants and auditors for
the 1995 fiscal year, and in the proxy holders' discretion with regard to any
other matters (of which the Company is not now aware) that may be properly
presented at the meeting, and all matters incident to the conduct of the
meeting.
The presence at the meeting, in person or by proxy, of a majority of the
shares of Common Stock outstanding on the Record Date will constitute a quorum.
The affirmative vote of the holders of at least a majority of the shares of
Common Stock represented in person or by proxy at the meeting and entitled to
vote at the meeting will be required with respect to the election of directors
and the election of Arthur Andersen LLP as the Company's independent public
accountants and auditors. Approval of the Non-Employee Directors Stock Option
Plan will require the affirmative vote of the holders of at least a majority of
the shares of Common Stock outstanding on the record date. Each share of Common
Stock outstanding on the record date is entitled to one vote.
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as the inspectors of election for
the meeting. The inspectors of election will
1
<PAGE>
treat shares represented by proxies that reflect abstentions or include "broker
non-votes" as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. Abstentions or "broker non-votes" do not
constitute a vote "for" or "against" any matter and thus will be disregarded in
any calculation of "votes cast". Under Hawaii law, if a broker or nominee has
indicated on the proxy that it does not have discretionary authority to vote
certain shares on a matter, those shares will be treated as present and entitled
to vote with respect to that matter unless the broker also states that the
shares are not to be deemed present for that purpose.
Any unmarked proxies, including those submitted by brokers or nominees, will
be voted in favor of the proposals and nominees of the Board of Directors, as
indicated in the accompanying proxy card.
Each share of Common Stock entitles the holder thereof to one vote on each
matter to be voted on at the Annual Meeting. Under the Company's By-Laws,
stockholders are not entitled to cumulate their votes in the election of
directors. The By-Laws also provide that the presiding officer at the meeting
may adjourn a meeting at which a quorum is present if a matter to be acted upon
at the meeting requires the affirmative vote of more than a majority of a quorum
at the meeting and the number of shares actually voted (and not abstaining) at
such meeting is insufficient to approve of such matter.
The Company's By-Laws provide that nominations of candidates for election to
the Company's Board of Directors may only be made by the Board or by a
stockholder entitled to vote at the meeting of the stockholders called for the
election of directors (the "Election Meeting"). Any such stockholder who intends
to nominate a candidate for election to the Board must deliver a notice to the
Corporate Secretary of the Company setting forth (i) the name, age, business
address and residence address of each such intended nominee; (ii) the principal
occupation or employment of each such intended nominee; (iii) the number of
shares of capital stock of the Company beneficially owned by each such intended
nominee; and (iv) such other information concerning each such intended nominee
as would be required to be included, under the rules of the Securities and
Exchange Commission (the "SEC"), in a proxy statement soliciting proxies for the
election of such nominee. Such notice also must include a signed consent of each
such intended nominee to serve as a director of the Company, if elected. To be
timely, any such notice with respect to the upcoming Annual Meeting must be
delivered to the Corporate Secretary, Dole Food Company, Inc., 31355 Oak Crest
Drive, Westlake Village, California 91361, no later than April 11, 1995. Any
such notice with respect to any subsequent Election Meeting must be delivered to
the Corporate Secretary not less than 30 days prior to the date of that Election
Meeting. The By-Laws provide that if the Chairman of an Election Meeting
determines that a nomination was not made in accordance with the procedures set
forth in the By-Laws, such nomination shall be void.
2
<PAGE>
BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS
The following table sets forth, to the best knowledge of the Company,
information as to each person who beneficially owned more than 5% of the
Company's Common Stock as of March 10, 1995.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP (1) CLASS (2)
- ---------------------------------------------------------------------------------------------------- ------------- ----------
<S> <C> <C>
David H. Murdock ................................................................................... 13,767,802(3) 23.0%
31355 Oak Crest Drive
Westlake Village, CA 91361
Oppenheimer Group, Inc. ............................................................................ 9,713,986(4) 16.3%
Oppenheimer Tower
World Financial Center
New York, NY 10281
<FN>
- ------------------------
(1) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares shown.
(2) The percentages set forth above are calculated on the basis of the number
of outstanding shares of Common Stock set forth under "General
Information", plus in the case of Mr. Murdock, stock options granted to him
under the Company's stock option plans to purchase 483,000 shares, which
number includes all such options that are exercisable within 60 days
following March 24, 1995.
(3) See "Security Ownership of Directors and Executive Officers".
(4) Oppenheimer Group, Inc. ("Oppenheimer") is a holding and service company,
owning, directly or indirectly, a variety of companies engaged in the
securities business. According to a report on Schedule 13G filed with the
SEC on February 1, 1995, Oppenheimer has shared voting power and shared
dispositive power over all such shares.
</TABLE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Articles of Association of the Company provide that the Board of
Directors shall consist of not less than five nor more than twenty persons, who
shall be elected for such terms as may be prescribed in the By-Laws of the
Company. There are seven (7) current members of the Board of Directors. The
Board of Directors has recently voted to recommend the election of the following
incumbent members of the Board for a term of one year and until their successors
are duly elected and qualified.
<TABLE>
<S> <C>
Elaine L. Chao James F. Gary
Mike Curb Frank J. Hata
David A. DeLorenzo David H. Murdock
Richard M. Ferry
</TABLE>
Unless authority to do so is withheld, the persons named in each proxy card
(or their substitutes) will vote the shares represented thereby FOR the election
of the director nominees named above. In case any of such nominees shall become
unable to serve or unavailable for election to the Board of Directors, which is
not anticipated, the persons named as proxies (or their substitutes) shall have
full discretion and authority to vote or refrain from voting for any other
nominee of the Board in accordance with their judgment.
3
<PAGE>
The following brief statements contain biographical information with respect
to each of the nominees for election as a director, including their principal
occupations for at least the past five years, as of March 25, 1995.
<TABLE>
<CAPTION>
YEAR
ELECTED
AS A
NAME DIRECTOR AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ------------------ -------- ---------------------------------------------------------------------------------------------------
<S> <C> <C><C>
David H. Murdock 1985 71 Chairman of the Board, Chief Executive Officer and Director of the Company since July 1985.
Since June 1982, Chairman of the Board and Chief Executive Officer of Flexi-Van Corporation, a
Delaware corporation wholly-owned by Mr. Murdock. Sole owner and developer of the Sherwood
Country Club in Ventura County, California, and numerous other real estate developments; also
sole stockholder of numerous corporations engaged in a variety of business ventures and in the
manufacture of textile-related products, and industrial and building products.
David A. DeLorenzo 1991 48 President of Dole Food Company -- International since September 1993 and Executive Vice
President and Member of the Office of the Chairman of the Company since July 1990. Director of
the Company since February 1991. President of Dole Fresh Fruit Company from September 1986 to
June 1992.
Elaine L. Chao 1993 41 President and Chief Executive Officer of United Way of America since November 1992. Director of
the United States Peace Corps from October 1991 to November 1992. Deputy Secretary of the
United States Department of Transportation from March 1989 to October 1991. Chairman of the
United States Federal Maritime Commission from March 1988 to March 1989. Deputy Administrator
of the United States Maritime Administration from April 1986 to March 1988. Vice President --
Syndications of the Bank America Capital Markets Group from November 1984 to April 1986.
Mike Curb 1985 50 Chairman of the Board of Curb Records Inc., a record company, and Curb Entertainment
International Corp., an entertainment company. Mr. Curb served as Lieutenant Governor of the
State of California from 1978 to 1982, and served as Chairman of the National Conference of
Lieutenant Governors during 1982. Mr. Curb served as Chairman of the Republican National
Finance Committee from August 1982 to January 1985. He is also a director of various community
organizations.
Richard M. Ferry 1991 57 Chairman of the Board and Director of Korn/Ferry International, Inc., an international executive
search firm headquartered in New York City and Los Angeles. Mr. Ferry also serves on the Board
of Directors of Avery Dennison Corporation and Pacific Mutual Life Insurance Company, as well
as a number of privately held and not-for-profit corporations.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
YEAR
ELECTED
AS A
NAME DIRECTOR AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ------------------ -------- ---------------------------------------------------------------------------------------------------
<S> <C> <C><C>
James F. Gary 1974 74 Chairman Emeritus of Pacific Resources, Inc., an independent energy company headquartered in
Honolulu ("PRI"). Mr. Gary was President and/or Chairman and Chief Executive Officer of PRI and
its predecessor from 1967 to 1984, and Chairman of the Board of PRI in 1985. He is Past
President of the Hawaii Community Foundation and serves on the Board of Directors of Inter
Island Petroleum, Inc., Hawkins Oil & Gas, Inc., Kennedy Associates, Episcopal Homes of Hawaii,
Inc. and American-European Special Opportunities Fund, as well as several other privately held
corporations and a number of community organizations. He was a member of the University of
Hawaii Board of Regents from 1981 to 1989 and currently serves on the Executive Council of
Chaminade University.
Frank J. Hata 1991 70 Chairman since 1991 of Y. Hata & Co. (Vice President from 1968 to 1991), a wholesale food
business located in Hawaii that sells packaged foods to restaurants, hospitals, schools and
other institutions. President since 1984 of Diversified Distributor, Inc., a public warehouse
company in Hawaii. Mr. Hata also serves on the Board of Directors of Aloha Airlines and Pacific
Guardian Life Insurance Company as well as a number of community organizations.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES DESCRIBED ABOVE.
COMMITTEES OF THE BOARD OF DIRECTORS
There are three standing committees of the Board of Directors: the
Executive, Finance and Nominating Committee, the Audit Committee and the
Corporate Compensation and Benefits Committee.
The present members of the Executive, Finance and Nominating Committee are
David H.
Murdock, Chairman, Mike Curb and James F. Gary. The primary purposes of the
committee are (1) to exercise, during intervals between meetings of the Board of
Directors and subject to certain limitations, all of the powers of the full
Board; (2) to monitor and advise the Board on strategic business and financial
planning for the Company; and (3) to deal with matters relating to the directors
of the Company. During the 1994 fiscal year, the committee did not meet, but
acted by unanimous written consent. The Executive, Finance and Nominating
Committee will consider nominees, if any, for the election to the Board of
Directors who are recommended by stockholders in accordance with the provisions
of the Company's By-Laws, which provisions are described above under "General
Information".
The Audit Committee is comprised entirely of directors who are not employees
or former employees of the Company. The present members of the Audit Committee
are James F. Gary, Chairman, Elaine L. Chao and Frank J. Hata. The Committee is
responsible for monitoring and reviewing accounting methods adopted by the
Company, internal accounting procedures and controls, and audit plans. The Audit
Committee receives directly the reports of the Company's independent public
accountants and internal audit staff. It meets periodically both with the
independent public accountants and internal auditors to review audit results and
the adequacy of the Company's system of
5
<PAGE>
internal controls. The Audit Committee also recommends to the Board the
selection of the Company's independent public accountants and auditors. During
the 1994 fiscal year, the committee held six meetings.
The Corporate Compensation and Benefits Committee (the "Compensation
Committee") is comprised entirely of directors who are not employees or former
employees of the Company. The present members of the Compensation Committee are
Richard M. Ferry, Chairman, Mike Curb and James F. Gary. This Committee is
responsible for reviewing the compensation and benefits policies and practices
of the Company. During the 1994 fiscal year, the committee held six meetings.
MEETINGS OF THE BOARD OF DIRECTORS
During the 1994 fiscal year, there were seven meetings of the Board of
Directors. The incumbent directors attended at least 75% of the aggregate number
of meetings of the Board of Directors and of the committees on which they
served.
REMUNERATION OF DIRECTORS
Directors are compensated for their services according to a standard
arrangement authorized by the Board of Directors. An annual retainer fee of
$24,000, payable in equal quarterly installments, is paid to each director. An
additional fee of $2,000 is paid to each director for each regularly scheduled
meeting of the Board of Directors attended, and a fee of $500 is paid for each
telephonic meeting of the Board of Directors in which the director participates.
In addition, members of the committees are compensated at the rate of $1,000 for
each meeting attended (except, no fee is paid for meetings held the day of, or
the day prior to, a Board of Directors meeting). Directors have the option of
deferring the receipt of their compensation and earning interest on the amounts
deferred at an interest rate of 7%. The reasonable expenses incurred by each
director in connection with his or her duties as a director are also reimbursed
by the Company, including the expenses incurred by directors' spouses in
accompanying directors to one Board meeting each year. A Board member who is
also an employee of the Company does not receive compensation for service as a
director. The Company proposes to supplement this compensation with
stock-related incentives under a new Non-Employee Directors Stock Option Plan,
described in greater detail under Proposal 2.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
OWNERSHIP OF COMPANY COMMON STOCK
The following table sets forth certain information with respect to shares of
the Company's Common Stock beneficially owned (or deemed to be beneficially
owned) by the Company's directors, its Named Executive Officers (as defined
under "Compensation of Executive Officers") and by all directors and executive
officers of the Company as a group, as of March 10, 1995.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
NAME AND ADDRESS OF OF BENEFICIAL OUTSTANDING
BENEFICIAL OWNER (1) OWNERSHIP (2) SHARES (3)
- ------------------------------------------------------------------------------------------------ ----------------- -----------
<S> <C> <C>
David H. Murdock................................................................................ 13,767,802(4)(5) 23.0%
Elaine L. Chao.................................................................................. 100(6) *
Mike Curb....................................................................................... 18,114(7) *
David A. DeLorenzo.............................................................................. 113,124(4)(9) *
Richard M. Ferry................................................................................ 2,300 *
James F. Gary................................................................................... 19,668(8) *
Frank J. Hata................................................................................... 5,000 *
Ernest W. Townsend.............................................................................. 30,229(4) *
Gerald W. LaFleur............................................................................... 40,000(4) *
Thomas C. Leppert............................................................................... 33,000(4) *
All Directors and Executive Officers as a Group (17 Individuals)................................ 14,199,974(4)(9) 23.5%
<FN>
- ------------------------
* Represents less than 1% of the class of securities.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
(1) The mailing address for each of the individuals listed is Dole Food
Company, Inc., 31355 Oak Crest Drive, Westlake Village, California 91361.
(2) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares shown. Some directors and executive
officers share the voting and dispositive power over their shares with
their spouses as community property, joint tenants or tenants in common.
(3) The percentages set forth above are calculated on the basis of the number
of outstanding shares of Common Stock set forth under "General
Information", plus, where applicable all stock options granted under the
Company's stock option plans that are exercisable within 60 days following
March 24, 1995.
(4) The individuals and group indicated beneficially own the following number
of shares of Common Stock that may be purchased upon the exercise of
employee stock options exercisable on March 24, 1995 or within 60 days
thereafter: Mr. Murdock, 483,000; Mr. DeLorenzo, 110,000; Mr. LaFleur,
35,000; Mr. Townsend, 27,001; Mr. Leppert, 33,000; and all directors and
executive officers as a group, 842,656.
(5) Mr. Murdock customarily maintains revolving lines of credit in conjunction
with his various business activities, under which borrowings and security
vary from time to time, and pursuant to which he provides collateral owned
by him, including his shares in the Company. His reported holdings include
1,240,310 shares of Common Stock held by Flexi-Van Delaware, Inc., a
corporation indirectly wholly-owned by Mr. Murdock, and 80,870 shares of
Common Stock held for the benefit of Mr. Murdock's children.
(6) Reported holdings are held in Ms. Chao's self-employment retirement
account.
(7) Reported holdings include 400 shares of Common Stock held by Mr. Curb as
custodian for the benefit of his children.
(8) Reported holdings include 2,000 shares of Common Stock held in Mr. Gary's
pension plan and 700 shares of Common Stock held by Mr. Gary's wife.
(9) Reported holdings include shares of Common Stock held for certain officers
by the Company's Tax Deferred Investment Plan pursuant to Section 401(k) of
the Internal Revenue Code of 1986 as amended ("Internal Revenue Code").
</TABLE>
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth for the Company's fiscal years ended December
31, 1994, January 1, 1994 and January 2, 1993, in prescribed format, the
compensation for services in all capacities to the Company and its subsidiaries
(including Castle & Cooke Homes, Inc. ("CKI")) of those persons who were at
December 31, 1994: (i) the Chief Executive Officer and (ii) the other four most
highly compensated executive officers of the Company and its subsidiaries (the
"Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS
------------------------------------------- -------------------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY $ (1) BONUS $ (2) COMP. $ (3) AWARDS(S) $ OPTIONS (#)(2) COMP. (4)
- -------------------------------------------- ---- ----------- ---------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
David H. Murdock (5) 1994 $1,000,013 $ 0 $ 0 42,000 $ 0
Chairman & CEO 1993 $ 932,310 $450,000 $ 0 161,000(6) $ 0
Dole Food Company, Inc 1992 $ 611,539 $ 0 $ 0 0 $ 0
Thomas C. Leppert (7) 1994 $ 350,012 $337,500 $ 0 3,000 $4,500
President & CEO 1993 $ 350,012 $375,000 $ 0 78,000(6) $4,497
Castle & Cooke Properties, Inc. 1992 $ 356,743 $350,000 $ 0 0 $4,364
David A. DeLorenzo 1994 $ 500,000 $ 0 $241,519(8) $ 0 15,000 $4,500
Executive V.P. & President, 1993 $ 500,000 $187,500 $237,515(8) $ 0 15,000 $4,497
Dole Food Company -- International 1992 $ 525,000 $ 0 $211,464(8) $ 0 0 $4,364
Gerald W. LaFleur (5) 1994 $ 500,000 $ 0 $ 0 4,500 $4,500
Executive V.P., 1993 $ 500,000 $187,500 $ 0 15,000 $4,497
Dole Food Company, Inc. 1992 $ 509,615 $ 0 $ 0 0 $4,364
Ernest W. Townsend 1994 $ 500,000 $ 0 $ 0 15,000 $4,500
Executive V.P. & President, 1993 $ 396,154 $187,500 $ 0 8,000 $4,497
Dole Food Company -- North America 1992 $ 208,654 $ 0 $687,500(9) 25,000 $4,364
<FN>
- ------------------------------
(1) 1992 salaries reflect that the Company's 1992 fiscal year contained 53
weeks. The Company's 1993 and 1994 fiscal years contained 52 weeks.
(2) Bonus amounts shown reflect payments made in the subsequent year with
respect to performance for the identified year. Option grants reflect
adjustment made in the subsequent year with respect to unvested options.
(3) Does not include perquisites which total the lesser of $50,000 or 10% of
the reported annual salary and bonus for any year.
(4) The amounts shown in this column include contributions by the Company under
the Company's tax deferred investment plans for the benefit of the
individuals listed, but do not include payments made to Mr. Murdock under
the Company's defined benefit pension plan, see "Pension Plans".
(5) Mr. Murdock and Mr. LaFleur also hold positions with certain business
entities owned by Mr. Murdock that are not controlled directly or
indirectly by the Company, which other entities pay compensation and
provide fringe benefits to them for their services to the other entities.
Each such officer devotes to the Company the time that is necessary for the
effective conduct of his duties. The Audit Committee of the Board of
Directors has approved such other employment arrangements with respect to
each such officer. Mr. Murdock was also Chairman and Chief
</TABLE>
8
<PAGE>
<TABLE>
<S> <C>
Executive Officer of CKI, which was an 82%-owned subsidiary of the Company
from March 1993 through December 1994 and which paid $332,310 and $323,090
of the aggregate salary amounts reported for fiscal years 1993 and 1994,
respectively.
(6) This number represents an aggregate number of options to purchase Dole
Common Stock granted under the Company's 1991 Stock Option and Award Plan
(as amended) and to purchase CKI Common Stock granted under the CKI Stock
Option and Award Plan (the "CKI Plan") in March 1993. The amounts for Mr.
Murdock were 36,000 options (Dole) and 125,000 options (CKI) and for Mr.
Leppert were 3,000 options (Dole) and 75,000 options (CKI). The original
vesting schedule for the CKI options was accelerated in 1994 due to the
Company's tender offer for the publicly-held CKI stock. See "Option
Exercises".
(7) In 1994, Mr. Leppert was also a Director and President -- Hawaii Operations
of CKI. Mr. Leppert is also an officer of and performs duties for other
real estate subsidiaries wholly owned by the Company.
(8) The reported amounts include: (a) the pre-tax "gross up" of $191,183 for
1994, $206,275 for 1993 and $172,414 for 1992 associated with Mr.
DeLorenzo's relocation loan in 1991, and (b) imputed interest on the
balance of that loan of $23,430 for 1994, $31,240 for 1993 and $39,050 for
1992 (representing an imputed rate of 7.81% per annum, the applicable
federal rate at the time the loan was made). However, Mr. DeLorenzo
received no cash compensation associated with such imputed interest, and
such amounts are not considered additional taxable compensation to Mr.
DeLorenzo under the Internal Revenue Code. See "Certain Transactions --
Relocation Transactions".
(9) Mr. Townsend commenced employment with the Company in June 1992, at which
time a total of 20,000 shares of restricted stock were awarded to him with
vesting to occur 25% at the end of the second year of employment and 25% to
vest each year thereafter until 100% vested. One-quarter, or 5,000 shares
with a market value of $137,500 on the date of vesting, had vested as of
the end of the 1994 fiscal year. The dollar amount shown equals the number
of shares of restricted stock granted (20,000) multiplied by the market
price of the Company's Common Stock on June 1, 1992, the date of grant
($34.375). This valuation does not take into account the diminution in
value attributable to restrictions applicable to the shares. The number and
dollar value of the unvested shares were 15,000 and $345,000 at year end
(based on the $23.00 closing price of the Company's Common Stock on
December 30, 1994, the last trading day of the year). Dividends are not
paid until the stock is vested.
</TABLE>
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
EMPLOYMENT AGREEMENT
Mr. LaFleur has an employment agreement with the Company that was entered
into when he joined the Company in 1991. This agreement provides for a minimum
annual base salary of $500,000 through June 1996. Commencing July 1996, Mr.
LaFleur will receive annual payments (the "Annual Retirement Payments") of
$250,000 (reduced by amounts he receives under any other Company pension,
retirement or disability plan) for the greater of his lifetime or ten years. If,
prior to June 30, 1996, Mr. LaFleur's employment is terminated by the Company
with "cause" or by Mr. LaFleur without "good reason" (as such terms are defined
in the agreement), he will not receive the Annual Retirement Payments. If, prior
to June 1996, Mr. LaFleur's employment is terminated by the Company without
"cause" or by Mr. LaFleur with "good reason", he will receive a severance
payment equal to one year's base salary and will receive the Annual Retirement
Payments.
BENEFIT PLANS
Some of the Company's benefit plans (including the 1991 Stock Option and
Award Plan, the Annual Incentive Plan ("AIP") and the Long Term Incentive Plan
("LTIP")) provide for an acceleration of benefits and various other customary
adjustments if a change in control or other reorganization occurs. Pursuant to
the AIP and LTIP plans, if a participant's employment is terminated for
9
<PAGE>
certain reasons, pro-rata payments may be made prior to the completion of the
applicable year or cycle, provided the Compensation Committee determines that
the applicable performance goals have been met through the date of such
termination or event and provided that the amount of any early payout is
proportionately reduced to reflect the time of early payout.
RELOCATION AGREEMENT
See "Certain Transactions -- Relocation Transactions" with respect to
certain severance benefits.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE
TOTAL AT ASSUMED ANNUAL
NUMBER OF OPTIONS/SARS RATES OF STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OR OPTION TERM (1)(2)
OPTIONS/SARS LAST FISCAL BASE EXPIRATION -----------------------------
NAME GRANTED (#)(3) YEAR PRICE ($/SH)(4) DATE (5) 0% ($) 5% ($) 10% ($)
- ------------------------------------- -------------- ------------ --------------- ---------- ------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
David H. Murdock 42,000 9.01% $29.00 4/18/04 $0 $766,080 $1,941,240
Thomas C. Leppert 3,000 less than 1% $29.00 4/18/04 $0 $ 54,720 $ 138,660
David A. DeLorenzo 15,000 3.22% $29.00 4/18/04 $0 $273,600 $ 693,300
Gerald W. LaFleur 4,500 less than 1% $29.00 4/18/04 $0 $ 82,080 $ 207,990
Ernest W. Townsend 15,000 3.22% $29.00 4/18/04 $0 $273,600 $ 693,300
* Fair Market Value of Dole Common Stock on December 30, 1994 was $23.00, the last trading day of the year.
Notes: No CKI options were granted to CKI or Dole executives in 1994.
The exercisability of CKI options held by Messrs. Murdock and Leppert was accelerated incident to a cash merger of CKI into
another subsidiary of the Company (see footnote 4 to "Option Exercises" table).
<FN>
- ------------------------------
(1) The total gain to all stockholders would be $1,084,926,290 at 5% annual
appreciation and $2,749,193,702 at 10% annual appreciation. The gain for
all such officers represents less than 1% of the gain to all stockholders.
(2) The amounts under the columns labeled "5%" and "10%" are included pursuant
to certain rules promulgated by the SEC and are not intended to forecast
future appreciation, if any, in the price of the Company's Common Stock.
Such amounts are based on the assumption that the named persons hold the
options granted for their full ten-year term. The actual value of the
options will vary in accordance with the market price of the Company's
Common Stock. The column headed "0%" is included to demonstrate that the
options were granted at fair market value and optionees will not recognize
any gain without an increase in the stock price, which increase benefits
all stockholders commensurately. The Company did not use an alternative
formula to attempt to value options at the date of grant, as management is
not aware of any formula which determines with reasonable accuracy a
present value of options of the type granted to the optionees.
(3) Stock options were granted under the Company's 1991 Stock Option and Award
Plan as amended (the "1991 Plan"). Options under the 1991 Plan may result
in payments following the resignation, retirement or other termination of
employment with the Company or its subsidiaries or as a result of a change
in control of the Company. Vested options under the 1991 Plan may be
exercised within a period of twelve months following a termination by
reason of death, disability or retirement, and three months following a
termination for other reasons. The 1991 Plan permits the Compensation
Committee, which administers the 1991 Plan, to accelerate, extend or
otherwise modify benefits payable under the applicable awards in various
circumstances, including a termination of employment or change in control.
Under the 1991 Plan, if there is a change in control of the Company (as
defined in the 1991 Plan), all options become immediately exercisable.
There were no CKI options granted in 1994. Option grants reflect adjustment
made in 1995 with respect to unvested options.
(4) Options become exercisable in three equal installments on April 19, 1995
(except for Mr. LeFleur, on November 1, 1995), and on April 19, 1996 and
April 19, 1997 for all individuals listed in chart.
(5) Options were granted for a term of ten (10) years, subject to earlier
termination in certain events related to termination of employment (see
footnote 3 above).
</TABLE>
10
<PAGE>
OPTION EXERCISES
The following table sets forth information, in prescribed format, with
respect to the Named Executive Officers concerning the exercise of options
during fiscal 1994 and the value of unexercised in-the-money options held as of
the end of fiscal 1994:
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR, AND
FISCAL YEAR-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
OPTIONS/SARS AT IN-THE-MONEY OPTIONS
FY-END (#) AT FY- END ($)
SHARES ----------------- ---------------------
ACQUIRED ON VALUE EXERCISEABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISEABLE (#) UNEXERCISEABLE ($)(3)
--------------------- ------------- ------------ ----------------- ---------------------
<S> <C> <C> <C> <C>
David H. Murdock
Company Options (1)(2) 0 $0 457,000/66,000 $3,900,000/$0
CKI Options (4) 125,000(4) $ 93,750(4)
Thomas C. Leppert
Company Options (2) 0 $0 31,000/5,000 $ 0
CKI Options (4) 75,000(4) $ 56,250(4)
David A. DeLorenzo
Company Options (2) 0 $0 100,000/25,000 $ 0
Gerald W. LaFleur
Company Options (2) 0 $0 30,000/14,500 $ 0
Ernest W. Townsend
Company Options (2) 0 $0 19,334/28,666 $ 0
<FN>
- ------------------------
(1) Mr. Murdock received a stock option grant of 300,000 options at $10.00 per
share when he became Chief Executive Officer of the Company in July 1985.
The $10.00 per share grant price was the fair market value of the Company's
Common Stock at the date of grant.
(2) The Company has two stock option plans under which awards are outstanding:
the 1982 Stock Option and Award Plan (the "1982 Plan") and the 1991 Plan.
Options under the 1991 Plan are described in footnote (3) to the table
entitled "Option Grants in the Last Fiscal Year". All options available
under the 1982 Plan have been granted. Vested options under the 1982 Plan
may result in payments following resignation, retirement or other
termination of employment with the Company or its subsidiaries or as a
result of a change in control of the Company. Options under the 1982 Plan
may be exercised within a period of twelve months following a disability,
by the optionee's estate at any time the option could have been exercised
by the optionee (if the optionee dies while an employee of the Company) and
within a period of three months following a termination for all other
reasons. Under the 1982 Plan, if there is a change in control of the
Company (as defined in the 1982 Plan), all options become immediately
exercisable.
(3) This amount represents solely the difference between the market value on
the last trading day of the year, December 30, 1994 ($23.00 for the
Company) of those unexercised options which had an exercise price below
such market price (i.e., "in-the-money options") and the respective
exercise prices of the options. No assumptions or representations regarding
the "value" of such options are made or intended.
(4) At year end, Messrs. Murdock and Leppert had agreed with CKI to surrender
their options to purchase 125,000 and 75,000 CKI shares, respectively, the
exercisability of which was conditionally accelerated, and to receive the
difference in cash between the option price of $15.00 and the price
received by the public stockholders of CKI stock ($15.75) in the merger of
CKI with a subsidiary of the Company. The merger was effective as of
January 3, 1995.
</TABLE>
11
<PAGE>
LTIP AWARDS
The following chart presents information as to awards in 1994 to Named
Executive Officers under the Company's Long Term Incentive Plan ("LTIP"):
LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE OR UNDER NON-STOCK PRICE-BASED PLANS (3)(4)
NUMBER OF OTHER ---------------------------------------------
SHARES, UNITS PERIOD UNTIL BELOW
OR OTHER (3) MATURATION (4) THRESHOLD THRESHOLD TARGET MAXIMUM (5)
NAME RIGHTS (#) OR PAYOUT ($) ($) ($) ($)
- --------------------------------------------------- ------------- -------------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
David H. Murdock (1) N/A 1994-96 0 $ 525,000 $1,050,000 $1,575,000
Thomas C. Leppert (2) -- -- -- -- -- --
David A. DeLorenzo (1) N/A 1994-96 0 $ 375,000 $ 750,000 $1,125,000
Gerald W. LaFleur (1) N/A 1994-96 0 $ 375,000 $ 750,000 $1,125,000
Ernest W. Townsend (1) N/A 1994-96 0 $ 375,000 $ 750,000 $1,125,000
<FN>
- ------------------------
(1) Compensation based on cumulative EBT at the consolidated (corporate) level.
(2) Mr. Leppert did not participate in the LTIP in 1994.
(3) The estimated award is expressed as a multiple of a percentage of average
base salary (subject to a ceiling), which is not determinable before
December 28, 1996. Estimated future payouts are based upon current actual
base salary.
(4) With limited exception, one-half of awards payable under the LTIP will be
paid within 90 days following the completion of the cycle. The remaining
one-half of the awards payable for the cycle will be paid, with interest
calculated based on the lesser of the Company's cost of debt or 120% of the
Applicable Federal Rate (as defined in the LTIP), on December 31, 1998,
subject to the participant's continued employment through the date of
payment. Deferred portions of awards and associated interest accumulated
thereon will become immediately payable in the event of termination for any
reason, other than voluntary termination or termination for cause (as
defined in the LTIP), or a change in control (as defined in the LTIP).
The formula-determined amount of an award may be reduced by the
Compensation Committee based upon an evaluation of individual performance
criteria and/or other objective and subjective factors. The Compensation
Committee must certify the achievement of the applicable performance goals
and the actual amount payable to each participant prior to such payment.
Upon a termination for any reason other than voluntary resignation or
termination for cause or upon certain other events, pro-rata payments may
(or, in certain cases shall) be made prior to the completion of the cycle,
provided that the Compensation Committee determines that the applicable
performance goals have been met through the date of such termination or
event and the amount of any early payout is proportionately reduced to
reflect the time value of the early payout. An event includes certain
reorganizations or changes in control.
The applicable benefits to be paid to participants are not determinable in
advance because it is substantially uncertain whether even minimum levels
of performance necessary to achieve any level of award under the LTIP will
be realized.
(5) The maximum payout for exceeding the targeted amounts as a percentage of
average base salary is 225% for all participants.
</TABLE>
12
<PAGE>
PENSION PLANS
The Company maintains a number of noncontributory pension plans which
provide benefits, following retirement at age 65 or older with one or more years
of credited service (or age 55 with five or more years of credited service), to
salaried, non-union employees of the Company on U.S. payrolls, including
executive officers of the Company. Each plan provides a monthly pension to
supplement personal savings and Social Security benefits. The following table
shows the estimated annual benefits payable under the Company's corporate
pension plan in which the Named Executive Officers participated in 1994:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------
RENUMERATION 15 20 25 30 35
- -------------------------------------------------------------------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$400,000....................................................................... $ 66,000 $ 94,600 $123,200 $151,800 $180,400
$500,000....................................................................... $ 82,500 $118,250 $154,000 $189,750 $225,000
$600,000....................................................................... $ 99,000 $141,900 $184,800 $227,700 $270,600
$700,000....................................................................... $115,500 $165,550 $215,600 $265,650 $315,700
$800,000....................................................................... $132,000 $189,200 $246,400 $303,600 $360,800
$900,000....................................................................... $148,500 $212,850 $277,200 $341,550 $405,900
$1,000,000...................................................................... $165,000 $236,500 $308,000 $379,500 $451,000
$1,100,000...................................................................... $181,500 $260,150 $338,800 $417,450 $496,100
$1,200,000...................................................................... $198,000 $283,800 $369,600 $455,400 $541,200
$1,300,000...................................................................... $214,500 $307,450 $400,400 $493,350 $586,300
$1,400,000...................................................................... $231,000 $331,100 $431,200 $531,300 $631,400
</TABLE>
The above table shows the estimated annual retirement benefits payable as
straight life annuities without offsets for Social Security or other amounts
under this plan, assuming normal retirement at age 65, to persons in specified
compensation and years of service classifications. The plan covers the following
types of compensation paid by the Company: base pay, bonus, performance
incentives (if any) and severance pay.
Each year's accrued benefit under the plan is 1.1% of final average annual
compensation multiplied by years of service, plus .33% of final average annual
compensation multiplied by years of service in excess of 15 years. Benefits
accrued as of March 31, 1992 under the prior benefit formula serve as minimum
entitlements. The credited years of service and ages as of December 31, 1994 for
individuals named in the Summary Compensation Table are as follows: Mr. Murdock
(age 71) -- 9 years; Mr. DeLorenzo (age 48) -- 24 years; Mr. LaFleur (age 62) --
3 years; Mr. Townsend (age 48) -- 2 years; and Mr. Leppert (age 40) -- 5 years.
Assuming these individuals remain employed by the Company until age 65 (or
later) and continue to receive compensation equal to their 1994 compensation
from the Company, their annual retirement benefits at age 65 will approximate:
Mr. DeLorenzo -- $382,675; Mr. LaFleur -- $250,000 (see "Employment, Severance
and Change of Control Agreements"); Mr. Townsend -- $151,124; and Mr. Leppert --
$134,076. As required by the Internal Revenue Code, Mr. Murdock, who is
presently over the age of 70 1/2, started to receive his annual retirement
benefits under the Pension Plan of $118,800 as of April 1, 1994; an additional
$90,196 annual benefit is paid under the supplemental benefit plan. (see below)
The Internal Revenue Code places an annual maximum limit of $118,800 (at
December 31, 1994) on the benefits available to an individual under the
Company's pension plans. Furthermore, effective January 1, 1994, the Internal
Revenue Code places an annual maximum limit of $150,000 (adjusted for inflation)
on compensation which may be considered in determining a participant's benefit
under qualified retirement programs. If an individual's benefit under the plans
exceeds the $118,800 limit or compensation exceeds the $150,000 limit, the
excess will be paid by the Company from an unfunded
13
<PAGE>
excess and supplemental benefit plan. Effective January 1, 1994, future pension
benefit accruals for a number of key management employees, including individuals
named in the Summary Compensation Table, will be provided exclusively from an
unfunded excess and supplemental benefit plan.
CERTAIN TRANSACTIONS
CKI TENDER OFFER
On November 30, 1994, the Company indirectly acquired 5,019,947 shares of
CKI common stock pursuant to a cash tender offer at $15.75 per share by Dole
Acquisition Corporation, an indirect wholly-owned subsidiary of the Company
("DAC"), for any and all of the shares beneficially owned by the public
shareholders of CKI. On January 3, 1995, DAC completed its planned merger with
CKI in which each CKI share not then held by DAC was converted into the right to
receive $15.75 cash per share (subject to shareholder's statutory appraisal
rights under Hawaii law). Payment for such shares was and is being made upon the
surrender of certificates representing the CKI shares.
The following table sets forth certain sale information as to CKI shares
beneficially owned by directors and executive officers of the Company and/or
their spouses whose CKI shares were tendered in this transaction:
<TABLE>
<CAPTION>
AGGREGATE
AMOUNT
NO. OF CKI SELLER'S RECEIVED
NAME SHARES COST (1) ($)
- ------------------------------------------------------------------------------------------ ---------- ---------- -----------
<S> <C> <C> <C>
Mike Curb................................................................................. 10,000 $ 133,763 $ 157,500
David A. DeLorenzo........................................................................ 1,000 $ 15,000 $ 15,750
Richard M. Ferry.......................................................................... 10,000 $ 133,763 $ 157,500
James F. Gary............................................................................. 10,000 $ 133,763 $ 157,500
Frank J. Hata............................................................................. 20,000 $ 263,750 $ 315,000
George R. Horne........................................................................... 500 $ 7,500 $ 7,875
Gerald W. LaFleur......................................................................... 10,000 $ 150,000 $ 157,500
Thomas C. Leppert......................................................................... 2,000 $ 23,505 $ 31,500
David H. Murdock.......................................................................... 94,500 $1,127,525 $ 1,488,375
Patrick A. Nielson........................................................................ 2,000 $ 30,000 $ 31,500
Alan B. Sellers........................................................................... 1,250 $ 14,691 $ 19,688
J. Brett Tibbitts......................................................................... 400 $ 6,000 $ 6,300
Roberta Wieman............................................................................ 3,000 $ 41,753 $ 47,250
<FN>
- ------------------------
(1) Represents costs to the Seller determined by reference to previously filed
reports or information otherwise provided by the Seller.
</TABLE>
Certain relatives (including in-laws) of the executive officers or directors
of the Company also beneficially owned shares of CKI, which either were tendered
in the tender offer or converted into cash in the CKI merger, in either case on
the same terms as were applicable to the public shareholders. The aggregate
amount of CKI shares beneficially owned by such persons as of October 31, 1994,
and readily ascertainable (without further investigation) by the Company was
13,100 shares ($206,325 in value), including 12,900 shares held by relatives of
Mr. Murdock and 200 shares held by relatives of Mr. DeLorenzo. (See "Option
Exercises" for discussion of payments to Messrs. Murdock and Leppert arising
from stock options.)
RELOCATION TRANSACTIONS
In connection with the Company's promotion of Mr. DeLorenzo in 1991 and to
induce him to move to California to assume his new responsibilities, the Company
made him a $500,000 secured, interest free relocation loan (payable in five
equal annual installments) to assist him in the purchase of a home. The
principal balance of the loan at January 1, 1994 and January 1, 1995 was
$300,000 and $200,000 respectively. In connection with this promotion and
transfer, the Company also agreed to pay Mr. DeLorenzo annual compensation in
addition to his base salary in an after-tax amount of $100,000
14
<PAGE>
per year for five years commencing with a payment in September 1992. The balance
of this commitment (as well as the balance of the loan) is payable in a lump sum
following a termination of his employment by reason of his death, disability or
resignation following a change in duties or a termination by the Company without
"cause". If his employment terminates for other reasons, the Company's
obligation generally is limited to a pro-rata payment proportionate to the
period of service.
OTHER TRANSACTIONS
David H. Murdock, the Company's Chairman and Chief Executive Officer, owns a
transportation equipment leasing company, a private dining club and private
country club, which supply products and provide services to numerous customers
and patrons. During fiscal 1994, these businesses were paid $559,364 for
products and services supplied directly or indirectly to the Company. During
fiscal 1994, Dole also paid $276,591 for the management of office buildings and
apartment complexes owned by the Company to a real estate management company
owned by Mr. Murdock, and paid $102,480 for subleasing certain corporate office
space from a business owned by Mr. Murdock. Mr. Murdock paid the Company $90,214
in connection with his use of a company-owned jet for personal purposes during
fiscal 1994. Such transactions in which Mr. Murdock or his affiliates had an
interest were reviewed by the Audit Committee of the Board of Directors, which
determined that the terms of each transaction were substantially the same as
those that could have been obtained from unaffiliated third parties.
15
<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS
PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING COMPENSATION COMMITTEE
REPORT AND THE FOLLOWING PERFORMANCE GRAPH SHALL NOT BE INCORPORATED BY
REFERENCE INTO ANY SUCH FILINGS OR ANY FUTURE FILINGS, EXCEPT TO THE EXTENT THE
COMPANY EXPRESSLY INCORPORATES SUCH REPORT OR GRAPH BY REFERENCE THEREIN. THE
REPORT AND GRAPH SHALL NOT BE DEEMED SOLICITING MATERIAL OR OTHERWISE DEEMED
FILED UNDER EITHER OF SUCH ACTS.
CORPORATE COMPENSATION AND BENEFITS COMMITTEE REPORT TO STOCKHOLDERS
COMPENSATION PHILOSOPHY
The Company's compensation philosophy is to relate the compensation of the
Company's executive officers to measures of Company performance that contribute
to increased value for the Company's stockholders.
GOALS
To assure that compensation policies appropriately consider the value the
Company creates for stockholders, the Company's compensation philosophy for
executive officers takes into account the following goals:
- Executive officer compensation must be focused on enhancing stockholder
value
- Compensation must reflect a competitive and performance-oriented
environment that motivates executive officers to achieve a high level of
individual, business unit and corporate results in the business
environment in which they operate
- Incentive-based compensation must be contingent upon the performance of
each executive officer against financial and strategic performance goals
- The Company's compensation policies must enable the Company to attract and
retain top quality management
The Compensation Committee (the "Committee") periodically reviews the
components of compensation for the Company's executive officers on the basis of
this philosophy. Further, as the situation warrants, the Committee also retains
the services of a qualified compensation consulting firm to provide
recommendations to enhance the linkage of executive officer compensation to the
above goals and to obtain information as to how the Company's compensation of
executive officers compares with peer companies.
EXECUTIVE STOCK OWNERSHIP GUIDELINES
To further support the Company's goal of achieving a strong link between
stockholder and executive interests, the Company is adopting stock ownership
guidelines to be effective in fiscal 1995. Executives will be asked to make and
hold investments in Company stock (or stock equivalents) valued at between 25%
to 100% of their base salaries. Unexercised stock options will not be counted
for purposes of meeting the ownership guidelines. Guidelines generally will
apply to all vice presidents and above, with ownership targets increasing with
level of responsibility. Executives will be allowed three to five years to
achieve designated levels of ownership, with the additional requirement that
one-half of an individuals bonuses be paid in stock until the ownership
guideline is achieved.
EXECUTIVE COMPENSATION COMPONENTS
The Company annually evaluates the competitiveness of its executive
compensation program (base salary, annual bonus, and long-term incentives)
relative to comparable publicly-traded companies.
A group of 14 food-processing companies (or "peer group") has been used for
each of the past three annual reviews of compensation for proxy-named officers
(other than Mr. Leppert, whose compensation as President of the Hawaii
operations of Castle & Cooke Homes, Inc. ("CKI") was reviewed by management in
the context of comparable real estate development companies in terms of
16
<PAGE>
business size and focus). The compensation peer group was identified by the
Committee's executive compensation consulting firm through a comparability
screening process that considered such variables as revenue size, product line
diversity, and geographic scope of operation. Of the 13 companies in the S&P
Foods Index, nine met the comparability screening criteria and are included in
the compensation peer group.
Broader published surveys of food processing companies, as well as industry
in general, are used to evaluate the competitiveness of total compensation for
other Company executives.
Based on an analysis conducted by the Committee's executive compensation
consultant in 1994, the aggregate pay package for executive officers of the
Company, consisting of salary, annual bonus, stock options, and a long-term cash
incentive, generally falls between the 50th and 75th percentile of the Company's
peers. Generally speaking, 75th percentile pay levels can only be achieved if
the Company's aggressive goals associated with its incentive compensation plans
are attained (which goals were not achieved in 1994). Pay levels for each
executive officer other than the Chairman and Chief Executive Officer largely
reflect the recommendation of the Chairman and Chief Executive Officer based on
individual experience and breadth of knowledge, internal equity considerations,
and other subjective factors. The pay package for the Chairman and CEO is based
on deliberations of the Compensation Committee of the Company (and for fiscal
years 1993 and 1994, on consideration of the CKI Compensation Committee with
respect to compensation related to his chairmanship of that company), as
described below under "CEO Compensation".
Each component of the total executive compensation package emphasizes a
different aspect of the Company's compensation philosophy:
- BASE SALARY. Base salaries for executive officers (other than the Chairman
and Chief Executive Officer whose salary is discussed below) are initially
set upon hiring by management (subject to periodic review by the
Compensation Committee) based on recruiting requirements (i.e., market
demand), competitive pay practices, individual experience and breadth of
knowledge, internal equity considerations, and other subjective factors.
Increases to base salary are determined primarily on the basis of
individual performance and contribution to the Company and involve the
application of both quantifiable and subjective criteria. Salary reviews
for senior executives typically occur at intervals greater than twelve
months. With the exception of the Chairman and Chief Executive Officer,
none of the officers named in the Summary Compensation Table received a
base salary increase in 1994.
- ANNUAL INCENTIVES. The Company relies to a large degree on annual
incentive compensation to attract and retain executive officers of
outstanding abilities and to motivate them to perform to the full extent
of these abilities.
Executive officers are eligible to participate in either the Annual
Incentive Plan (approved by stockholders in 1994 to assure the continued
deductibility to the Company of certain cash compensation to persons named
in the Summary Compensation Table) or a similar incentive plan for a
broader group of officers ("AIP"). While comparable in most respects,
features of the stockholder-approved AIP are more rigidly defined than
other incentive plans sponsored by the Company, in accordance with the
requirements for deductibility under proposed Treasury regulations. With
the exception of Mr. Leppert, who participated in an annual incentive plan
linked to CKI results (as described below), all individuals listed on the
Summary Compensation Table participate in the stockholder-approved AIP.
As a percentage of base salary, target award levels for executive officers
approximate the median of peer companies. Specifically, target bonus
awards for executive officers (other than the Chairman and Chief Executive
Officer whose bonus opportunity is described below) range from 25% to 50%
of salary, payable upon meeting pre-determined financial and strategic
goals. Target percentages for each individual are determined on the basis
of competitive bonus levels (as a percent of salary), level of
responsibility, and other subjective factors.
17
<PAGE>
Generally speaking, each individual's maximum annual cash bonus equals
1.5X his or her target award level. Such maximum bonus is payable only if
exceptional Company and/or divisional performance levels against
pre-determined goals are achieved. In certain limited situations, the
maximum bonus payable to an executive officer WHO IS NOT A PARTICIPANT IN
THE STOCKHOLDER-APPROVED AIP may, at the discretion of the Chairman and
Chief Executive Officer, exceed 2X target if performance exceeds 150% of
his or her applicable financial and/or strategic goals.
For all participants in the AIP, 70% of the total 1994 bonus opportunity
was based on the consolidated/business unit earnings before taxes (EBT);
the balance (30%) was based on achievement of a specific, Company-wide
cost reduction target. The Company did not reach the financial threshold
necessary to generate a payment for the EBT portion of the annual award;
however, in 1994, the Company did achieve 112% of its cost reduction goal.
Despite the achievement of cost reduction targets, the Office of the
Chairman recommended (and the Committee approved) the elimination of
bonuses for the five most senior officers of the Company due to 1994 EBT
performance being below expectation. Mr. Leppert received a bonus equal to
96% of his base salary, based primarily on the EBT performance of his
business unit.
- LONG-TERM INCENTIVES. The Company provides two forms of long-term
incentive opportunity for senior executives: stock options and a cash
long-term incentive plan, both of which have been approved by stockholders.
In contrast to bonuses that are paid for prior year accomplishments, stock
option grants represent incentives tied to future stock appreciation. Stock
options are granted periodically to provide executives and managers with a
direct incentive to enhance the value of the Company's stock. Historically,
awards have been granted at the fair market value of the Common Stock on
the date of grant and have generally vested over a three-year period with a
term of ten years.
In 1995, the Company modified its option vesting schedule to reflect
specific stock appreciation hurdles. None of the 1995 options granted to
senior management will vest until the stock price reaches $32.625, or
slightly more than a 20% increase over the fair market value at the date of
grant. Options will vest in 25% increments upon achieving or exceeding each
specified price hurdle (ranging from $32.625 to $36.625) for a period of
thirty consecutive trading days. To preserve the favorable accounting
treatment generally associated with these stock option grants, any options
which have not vested by the tenth year following grant will become fully
vested three months before the end of their ten-year terms.
Options are granted at the discretion of the Committee (based substantially
on recommendations of the Chairman and Chief Executive Officer as to grants
for other officers) to key management positions above a specified salary
level. The size of each grant is based on a multiple of base salary divided
by the fair market value of the stock at date of grant.
In 1994, guidelines for stock option multiples (which ranged from .3X to 2X
salary) were derived subjectively. In general, the multiples for individual
positions increased with level of responsibility and the perceived impact
of each position on the strategic direction of the Company. The Chairman's
recommendations for individual option grants also reflected his assessment
of the effect of promotions, individual performance, and other factors
(e.g., Mr. Leppert received options in CKI at the time of its initial
public offering in 1993; consequently, he received fewer options in the
Company in 1994 relative to other named executive officers). An
individual's outstanding stock options and current stock ownership
generally were not considered when making stock option awards.
Based on data supplied by the Committee's executive compensation
consultant, individual option grant multiples in 1994 generally fell below
the median of peer companies. Moreover, in 1994 and each of the three prior
years, the Company's option grants in the aggregate resulted in a level of
dilution (measured by total options granted as a percent of shares
outstanding) for shareholders that has been less than that experienced by
equity stockholders of other large food
18
<PAGE>
processing companies and U.S. companies generally.
With the exception of Mr. Leppert, proxy-named officers also participate in
the Long-Term Incentive Plan ("LTIP"), approved by stockholders in 1994.
The 1994 fiscal year represents the first year of a three year performance
cycle under this plan, which is designed to reward executives for achieving
long-term, steady EBT growth that is expected to translate into significant
share price appreciation over time. Under ordinary circumstances, no
payments will be determined or made prior to the end of the 1994-1996
performance cycle.
CEO COMPENSATION
In the first quarter of 1994, the Committee reviewed David H. Murdock's
salary as Chairman and Chief Executive Officer of both the Company and CKI.
Given the Company's then 82% ownership of CKI, the Committee developed a pay
strategy for the Chairman which reflected his duties as Chairman of two separate
but closely linked public companies. At the end of 1994, the Company acquired
the publicly-held shares of CKI, and as of January 3, 1995, CKI was merged into
an indirect wholly-owned subsidiary of the Company and ceased being a
publicly-traded company (note that the Chairman's 1994 pay reflected CKI's being
a public company).
For 1994, the Committee arrived at a competitive aggregate target total pay
opportunity from the two companies based on data provided by the Committee's
executive compensation consultant regarding pay levels among the food processing
peer group (described previously) and real estate development companies
comparable to CKI in terms of business focus and size (which information was
shared with the CKI Compensation Committee). Based on the data and
recommendation of the Committee's consultant and the report of the CKI
Compensation Committee (none of whose members was or is a member of this
Committee), the Committee raised Mr. Murdock's salary to $700,000, his first
increase in base salary for his responsibilities as Chairman of the Company
since he took the helm in 1985. This salary is above the median of other food
processing peer companies, which the Committee in its judgment deemed
appropriate in light of the Chairman's experience and ability to impact the
long-term success of the Company. Aggregate total compensation for the Chairman,
including base salary, annual bonus, LTIP, and stock options, is targeted at the
75th percentile of peers if the Company's aggressive performance goals are
achieved.
In determining the salary for the Chairman, the Committee took notice of
actions taken by the CKI Compensation Committee with respect to Mr. Murdock's
compensation for his role as Chairman of this then separate, publicly-traded
company. Specifically, the CKI Compensation Committee had determined that a
salary of $300,000 (which represented a reduction from the $400,000 annual
salary reported to prospective CKI investors at the time of the public
offering), while falling significantly below the median salary provided to the
leaders of comparable real estate development companies, fairly compensated Mr.
Murdock for the added responsibilities associated with his Chairmanship of CKI.
As stated in the 1994 proxy, Mr. Murdock was not eligible for an incentive under
the CKI annual incentive plan due to his participation in the Company's AIP. It
was the belief of both Compensation Committees that the incentive payable to Mr.
Murdock under the Company's AIP (described below) appropriately recognized the
results of CKI, since his award was largely based on the consolidated
performance of the Company (which incorporates the results of CKI).
In light of the merger of CKI and the Company, Mr. Murdock's salary of
$300,000 associated with the CKI chairmanship ceased as of January 3, 1995.
Under the terms of the stockholder-approved AIP, Mr. Murdock is eligible for
a target bonus annually equal to 75% of his base salary from the Company,
excluding salary payable from CKI. His maximum award payable under this plan
equals 112.5% of salary from the Company. As with other AIP participants, 70% of
Mr. Murdock's total 1994 bonus opportunity was based on consolidated earnings
before taxes (EBT); the balance (30%) was based on achievement of a specific,
Company-wide cost reduction target. As described previously, the Office of the
Chairman, including Mr. Murdock, received no bonuses for 1994 performance.
19
<PAGE>
Acting on the recommendation of the Committee's consultant, in April 1994,
the Committee approved a stock option grant for Mr. Murdock in the amount of
42,000 shares. This grant was made at fair market value on the date of grant as
part of the normal grant process, reflecting a salary multiple of two (which is
equivalent to the median multiple for CEOs within the food processing peer
group). There were no CKI stock options granted in 1994.
Mr. Murdock participates in the LTIP, approved by stockholders in 1994, as
described under Long Term Incentives above.
The Corporate Compensation and
Benefits Committee
Richard M. Ferry, Chairman
Mike Curb
James F. Gary
PERFORMANCE GRAPH
The following graph indicates the performance of the cumulative total return
to the stockholders of the Company's Common Stock (including reinvested
dividends) during the previous five years in comparison to the cumulative total
return on the Standard & Poor's 500 Stock Index and the Standard & Poor's Foods
Index.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLE FOOD COMPANY, INC. STANDARD & POOR'S 500 STOCK INDEX STANDARD & POOR'S FOODS INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 85 97 108
1991 105 126 157
1992 95 136 157
1993 80 150 144
1994 70 152 161
</TABLE>
- ------------------------
(1) Assumes $100 invested on December 31, 1989 in Dole Food Company Stock, the
Standard & Poor's 500 Stock Index and the Standard & Poor's Foods Index and
assumes reinvestment of dividends at frequency with which dividends are
paid.
20
<PAGE>
PROPOSAL 2
APPROVAL OF NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
On February 2, 1995, the Board of Directors adopted the Company's 1995
Non-Employee Directors Stock Option Plan (the "Plan"), subject to stockholder
approval at the Annual Meeting. The major provisions of the Plan, including a
description of the nonqualified stock options (the "Options") that have been and
will be granted thereunder, are summarized below. The following summary is
qualified in its entirety by reference to the text of the Plan, which is set
forth in Exhibit A to this Proxy Statement.
SUMMARY DESCRIPTION OF THE 1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
PURPOSE OF THE PLAN. The purpose of the Plan is to promote the success of
the Company by providing an additional compensatory means through the grant of
Options to attract, motivate and retain experienced and knowledgeable members of
the Board of Directors who are not officers or employees of the Company or any
of its subsidiaries ("Non-Employee Directors") and to further align their
interests with those of stockholders generally.
ELIGIBILITY AND ADMINISTRATION. The Plan provides for automatic grants to
Non-Employee Directors of Options to acquire shares of the Company's Common
Stock. Currently, there are five (5) Non-Employee Directors on the Board who are
eligible to participate in the Plan. Future participation will be based on a
person's status as a Non-Employee Director.
The Plan is designed to be self-effectuating to the maximum extent possible.
Subject to the express provisions of the Plan, the Board of Directors has the
authority to construe and interpret the terms of the Plan and individual Option
agreements.
AMOUNT OF COMMON STOCK SUBJECT TO OPTIONS UNDER THE PLAN. A maximum of
50,000 shares of Common Stock may be issued in total under the Plan. The number
and type of securities which may be subject to Options under the Plan are
subject to adjustment under Section 3.4 of the Plan in the event of a stock
dividend, stock split, recapitalization, reclassification, merger,
reorganization, consolidation and other similar events affecting the Company or
its Common Stock. Shares subject to Options that expire or are terminated prior
to exercise for any reason are to that extent available for future grants.
GRANTS OF OPTIONS. All Non-Employee Directors will receive nondiscretionary
grants of Options to purchase shares of the Company's Common Stock over the term
of the Plan. On February 15th of each year, each continuing Non-Employee
Director in office on such date will be granted an Option to purchase 1,500
shares of the Company's Common Stock. The exercise price of Options granted
under the Plan will be equal to the fair market value of the shares of Common
Stock on the grant date.
The first of such grants under the Plan was made on February 15, 1995
subject to stockholder approval of the Plan, at an exercise price of $27.125 per
share, the market price on that date, to each of the Non-Employee Directors then
in office. The price of a share of the Company's Common Stock as reported on the
New York Stock Exchange Composite Tape on March 15, 1995 was $26.625. The number
and value of these options, subject to the assumptions noted, are shown below:
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
PLAN BENEFITS (INITIAL ANNUAL GRANT ONLY)
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
EXERCISE OPTION TERM (1)
NUMBER PRICE EXPIRATION ------------------
SHARES ($/SHARE) DATE 5% 10%
------ --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C>
Each Non-Employee Director.................................................. 1,500 $ 27.125 2/14/05 $ 25,588 $ 64,845
Non-Employee Director as a
Group (five persons)....................................................... 7,500 $ 27.125 2/14/05 $127,941 $324,227
<FN>
- ------------------------
(1) The amounts under the columns labeled "5%" and "10%" are included pursuant
to certain rules promulgated by the SEC and are not intended to forecast
future appreciation, if any, in the
</TABLE>
21
<PAGE>
<TABLE>
<S> <C>
price of the Company's Common Stock. Such amounts are based on the
assumption that the Non-Employee Directors hold the options granted for
their full ten-year term. The actual value of the options will vary in
accordance with the market price of the Company's Common Stock. The column
headed "0%" is included to demonstrate that the options were granted at
fair market value and optionees will not recognize any gain without an
increase in the stock price, which increase benefits all stockholders
commensurately. The Company did not use an alternative formula to attempt
to value options at the date of grant, as management is not aware of any
formula which determines with reasonable accuracy a present value of
options of the type granted to the optionees.
</TABLE>
CONSIDERATION RECEIVED FOR OPTIONS. Typically, the only consideration
received by the Company for the grant of an Option under the Plan will be the
future services by the optionee contemplated by the vesting schedule.
TYPE AND TERM OF OPTIONS. A nonqualified stock option is the right to
purchase shares of the Company's Common Stock at a future date at the exercise
price on the date the Option is granted. Options granted under the Plan will
expire ten years after the date of grant, subject to earlier termination in the
event an optionee's service as a Non-Employee Director terminates. See
"Termination of Directorship" below.
EXERCISE OF OPTIONS. Subject to early termination or acceleration
provisions, Options awarded under the Plan will generally become exercisable as
to one-third of the number of shares subject to the Option on each of the first,
second and third anniversaries of the date the Option is granted. In no event,
however, will an Option become exercisable prior to six months or after ten
years from its date of grant.
The exercise price of any Option granted under the Plan may be paid (i) in
cash or by check, (ii) in shares of the Company's Common Stock previously owned
by the optionee for at least six months prior to exercise, (iii) partly in such
shares and partly in cash, or (iv) by delivery of a properly executed exercise
notice together with irrevocable instructions to a broker to deliver to the
Company an amount necessary to pay the exercise price prior to the delivery of
the shares.
If any Option under the Plan is not exercised prior to its expiration or
other termination, the underlying shares will thereafter be available for future
Option grants under the Plan.
NON-TRANSFERABILITY. Options granted under the Plan are not transferable,
other than by will or the laws of descent and distribution, and during the
lifetime of the Non-Employee Director Options are exercisable only by such
Non-Employee Director, subject to limited exceptions consistent with applicable
legal restrictions.
TERMINATION OF DIRECTORSHIP. If a Non-Employee Director's services as a
member of the Board of Directors terminate by reason of death or disability,
such Non-Employee Director's Options, to the extent they are exercisable on such
date, shall be exercisable for twelve months after the date of such termination
or until the expiration of their stated term, whichever occurs first. Any Option
which is not then exercised shall terminate. If a Non-Employee Director's
services terminate for any other reason, such Non-Employee Director's Options,
to the extent they are exercisable on such date, shall remain exercisable for
three months after the date of such termination or until the expiration of their
stated term, whichever occurs first, and shall then terminate.
OTHER ACCELERATION OF AWARDS. Upon the occurrence of certain events
described in Sections 3.4 and 3.5 of the Plan (such as a dissolution,
liquidation, merger, asset sale or similar transaction affecting the Company
which has been approved by stockholders, or a "change in control" of the Company
as defined in the Plan), each Option awarded under the Plan will become
exercisable, provided that no Option will be accelerated to a date which is less
than six months after the date of grant of such Option.
22
<PAGE>
TERMINATION OR CHANGES TO THE PLAN. The Board of Directors may terminate
the Plan or may amend the Plan, but no amendment may be made without stockholder
approval if such approval is required by law. No amendment, suspension or
termination of the Plan may, without the written consent of the optionee, affect
in any manner materially adverse to the optionee any rights or benefits of the
optionee or obligations of the Company under any Option granted under the Plan
prior to the effective date of such change. Unless earlier terminated by the
Board, no Option will be granted under the Plan after February 1, 2005.
NON-EXCLUSIVITY. The Plan does not limit the authority of the Board of
Directors to grant awards or authorize any other compensation under any other
plan or authority. Stockholder approval of the Plan will not constitute approval
of any such other compensation.
FEDERAL INCOME TAX CONSEQUENCES
The federal income tax consequences of the Plan under current federal law,
which is subject to change, are summarized in the following discussion which
deals with the general tax principles applicable to the Plan. State and local
tax consequences are beyond the scope of this summary.
NONQUALIFIED STOCK OPTIONS. An optionee receiving an Option under the Plan
does not recognize taxable income on the date of grant of the Option, assuming
(as is usually the case with plans of this type) that the Option does not have a
readily ascertainable fair market value at the time it is granted. However, the
optionee must generally recognize ordinary income at the time of exercise of the
Option in the amount of the difference between the Option exercise price and the
fair market value of the Common Stock on the date of exercise. The amount of
ordinary income recognized by an optionee is deductible by the Company in the
year that the income is recognized. Upon subsequent disposition, any further
gain or loss is taxable either as a short-term or long-term capital gain or
loss, depending on how long the shares of Common Stock are held.
Stockholders should note that because Non-Employee Directors (subject to
re-election and stockholder approval) will receive stock options under this
proposal, all current eligible Directors of the Company (i.e., Ms. Chao and
Messrs. Curb, Ferry, Gary and Hata) have a personal interest in the proposal and
its approval by stockholders. The members of the Board of Directors unanimously
approved the Plan as in the best interests of the Company and its stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PLAN.
PROXIES RECEIVED WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE
PROXY.
PROPOSAL 3
ELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS AND AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors of
the Company has appointed Arthur Andersen LLP as the Company's independent
public accountants and auditors for the 1995 fiscal year ending December 30,
1995, subject to stockholder approval. Arthur Andersen LLP has served as the
Company's independent public accountants and auditors since 1985.
Services which will be provided to the Company and its subsidiaries by
Arthur Andersen LLP with respect to the 1995 fiscal year include the examination
of the Company's consolidated financial statements, reviews of quarterly
reports, services related to filings with the SEC and consultations on various
tax matters.
A representative of Arthur Andersen LLP will be present at the Annual
Meeting to respond to appropriate questions and to make such statements as he
may desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ARTHUR
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS AND AUDITORS.
23
<PAGE>
MISCELLANEOUS
OTHER MATTERS
If any other matters properly come before the meeting, it is the intention
of the proxy holders to vote in their discretion on such matters pursuant to the
authority granted in the proxy and permitted under applicable law.
COST OF SOLICITING PROXIES
The expenses of preparing and mailing the Notice of Annual Meeting, the
Proxy Statement and the proxy card(s) will be paid by the Company. In addition
to the solicitation of proxies by mail, proxies may be solicited by directors,
officers and regular employees of the Company (who will receive no additional
compensation) by personal interviews, telephone, telegraph and facsimile. The
Company has retained D. F. King & Co., Inc. to assist in the solicitation of
proxies. D. F. King & Co., Inc. will be paid approximately $5,500, plus
out-of-pocket expenses, for its services. It is anticipated that banks,
custodians, nominees and fiduciaries will forward proxy soliciting material to
beneficial owners of the Company's Common Stock and that such persons will be
reimbursed by the Company for their expenses incurred in so doing.
PROPOSALS OF STOCKHOLDERS
The 1996 Annual Meeting of Stockholders is presently expected to be held on
or about May 16, 1996. To be considered for inclusion in the Company's proxy
statement for the 1996 Annual Meeting, proposals of stockholders intended to be
presented at the 1996 Annual Meeting must be received by the Corporate
Secretary, Dole Food Company, Inc., 31355 Oak Crest Drive, Westlake Village,
California 91361, no later than December 4, 1995.
By Order of the Board of Directors,
[SIG]
Alan B. Sellers
CORPORATE SECRETARY
April 6, 1995
24
<PAGE>
EXHIBIT A
1995 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. THE PLAN
1.1 PURPOSE.
The purpose of this Plan is to promote the success of the Company by
providing an additional means through the grant of Options to attract, motivate
and retain experienced and knowledgeable Eligible Directors. Capitalized terms
are defined in Article 4.
1.2 ADMINISTRATION.
(a) BOARD AUTHORITY AND POWERS; INTERPRETATION. This Plan shall be, to the
maximum extent possible, self-effectuating. This Plan shall be interpreted and,
to the extent any determinations are required hereunder, shall be administered
by the Board. Subject to the express provisions of this Plan, the Board shall
have the authority to construe and interpret this Plan and any agreements
defining the rights and obligations of the Corporation and Participants under
this Plan.
(b) BINDING DETERMINATIONS. Any action taken by, or inaction of, the
Corporation or the Board relating or pursuant to this Plan shall be within the
absolute discretion of that entity or body and shall be conclusive and binding
upon all persons. No member of the Board or officer of the Corporation shall be
liable for any such action or inaction, except in circumstances involving such
person's bad faith.
(c) RELIANCE ON EXPERTS. In making any determination or in taking or not
taking any action under this Plan, the Board may obtain and may rely upon the
advice of experts, including professional advisors to the Corporation. No
director, officer or agent of the Corporation shall be liable for any such
action or determination taken or made or omitted in good faith.
(d) DELEGATION. The Board may delegate ministerial, non-discretionary
functions to individuals who are officers or employees of the Corporation.
1.3 SHARES AVAILABLE FOR OPTIONS.
Subject to the provisions of Section 3.4, the capital stock that may be
delivered under this Plan shall be shares of the Corporation's authorized but
unissued Common Stock.
(a) NUMBER OF SHARES. The maximum number of shares of Common Stock that
may be delivered pursuant to Options granted to Eligible Directors under this
Plan shall not exceed 50,000 shares, subject to adjustment contemplated by
Section 3.4.
(b) CALCULATION OF AVAILABLE SHARES AND REPLENISHMENT. Shares subject to
outstanding Options shall be reserved for issuance. If any Option shall expire
or be cancelled or terminated without having been exercised in full, the
undelivered shares subject thereto shall again be available for the purposes of
this Plan.
2. THE OPTIONS
2.1 AUTOMATIC OPTION GRANTS. Subject to Section 3.9 and adjustments
contemplated by Section 3.4,
(a) INITIAL OPTIONS. Persons who are Eligible Directors as of February 15,
1995 shall be granted without further action an Option to purchase 1,500 shares
of Common Stock.
(b) SUBSEQUENT OPTIONS. On February 15 (or the next trading day following
February 15) in each subsequent calendar year during the term of this Plan,
commencing in 1996, there shall be granted automatically (without any action by
the Board) an Option to each person who is an Eligible Director to purchase
1,500 shares of Common Stock.
(c) MAXIMUM NUMBER OF SHARES. Any annual grant under Section 2.1(b) that
would otherwise exceed the maximum number of shares remaining available in the
Plan under Section 1.3(a) shall be prorated within such limitation among the
number of Eligible Directors entitled thereto.
A-1
<PAGE>
(d) OPTION PRICE. The exercise price per share of the Options shall be
100% of the Fair Market Value of the Common Stock on the Option Date.
(e) OPTION PERIOD AND EXERCISABILITY. Each Option granted under this Plan
shall become exercisable in installments at the rate of 33.33% of the shares
initially underlying such Option on the first anniversary of the Option Date and
an additional 33.33% of such shares on each of the next two anniversaries
thereof.
(f) NON-QUALIFIED OPTIONS. Each Option granted under this Plan is intended
to be a non-qualified stock option (i.e., not an "incentive stock option") under
the Code and shall be so designated.
2.2 PAYMENT OF EXERCISE PRICE.
The exercise price of any Option granted under this Plan shall be paid in
full at the time of each exercise in cash or by check or in shares of Common
Stock valued at their Fair Market Value on the date of exercise of the Option,
or partly in such shares and partly in cash, or by delivery of a properly
executed exercise notice together with irrevocable instructions to a broker to
deliver to the Company an amount necessary to pay the exercise price prior to
the delivery of the shares, PROVIDED THAT any such shares used in payment shall
have been owned by the Participant at least six months prior to the date of
exercise.
2.3 OPTION PERIOD.
Each Option granted under this Plan and all rights or obligations thereunder
shall expire ten years after the Option Date and shall be subject to earlier
termination as provided herein.
2.4 LIMITATIONS ON EXERCISE AND VESTING OF OPTIONS.
(a) PROVISIONS FOR EXERCISE. No Option shall be exercisable or shall vest
until at least six months after the initial Option Date, and once exercisable an
Option shall remain exercisable until the expiration or earlier termination of
the Option.
(b) PROCEDURE. Any exercisable Option shall be deemed to be exercised when
the Vice President -- Human Resources of the Corporation receives written notice
of such exercise from the Participant, together with the required payment of the
exercise price.
(c) FRACTIONAL SHARES/MINIMUM ISSUE. Fractional share interests shall be
disregarded, but may be accumulated. No fewer than 100 shares may be purchased
on exercise of any Option at one time unless the number purchased is the total
number at the time available for purchase under the Option.
3. OTHER PROVISIONS
3.1 RIGHTS OF PARTICIPANTS AND BENEFICIARIES.
(a) NO SERVICE COMMITMENT. Nothing contained in this Plan (or in any other
documents related to this Plan or to any Option) shall confer upon any
Participant any right to continue to serve as a director of the Corporation nor
shall interfere in any way with the right of the Corporation to change director
compensation or other benefits or to terminate the director's service as a
director, with or without cause. Nothing contained in this Plan or any document
related hereto shall influence the construction or interpretation of the
Corporation's Articles of Association or By-Laws regarding service on the Board
or adversely affect any independent contractual right of any Eligible Director
without his or her consent thereto.
(b) PLAN NOT FUNDED. Options payable under this Plan shall be payable in
shares and no special or separate reserve, fund or deposit shall be made to
assure payment of such Options. No Participant, Beneficiary or other person
shall have any right, title or interest in any fund or in any specific asset
(including shares of Common Stock) of the Corporation by reason of any Option
hereunder. Neither the provisions of this Plan (or of any related documents),
nor the creation or adoption of this Plan, nor any action taken pursuant to the
provisions of this Plan shall create, or be construed to create, a trust of any
kind or a fiduciary relationship between the Corporation and any Participant,
A-2
<PAGE>
Beneficiary or other person who acquires a right to receive payment pursuant to
any Option hereunder, and such right shall be no greater than (and will be
subordinate to) the right of any unsecured general creditor of the Corporation.
3.2 NO TRANSFERABILITY.
Options may be exercised only by, and shares issuable pursuant to an Option
shall be paid only to, the Participant or, if the Participant has died, the
Participant's Beneficiary or, if the Participant has suffered a Disability, the
Participant's Personal Representative, if any, or if there is none, the
Participant's estate. Other than by will or the laws of descent and
distribution, no right or benefit under this Plan or any Option shall be
transferrable by the Participant or shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge and any such attempted action shall be void. The designation of a
Beneficiary hereunder shall not constitute a transfer for these purposes.
3.3 TERMINATION OF DIRECTORSHIP.
If an Eligible Director's services as a member of the Board terminate by
reason of death or Disability, any portion of an Option granted pursuant to this
Plan which is not then exercisable shall terminate and any portion of such
Option which is then exercisable may be exercised for one year after the date of
such termination or until the expiration of the stated term of such Option,
whichever first occurs. If an Eligible Director's services as a member of the
Board terminate for any other reason, any portion of an Option granted pursuant
to this Plan which is not then exercisable shall terminate and any portion of
such Option which is then exercisable may be exercised for three months after
the date of such termination or until the expiration of the stated term,
whichever first occurs, and shall then terminate.
3.4 ADJUSTMENTS.
If there shall occur any extraordinary distribution in respect of the Common
Stock (whether in the form of Common Stock, other securities, or other
property), or any recapitalization, stock split (including a stock split in the
form of a stock dividend), reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of Common Stock or
other securities of the Corporation, or there shall occur any other similar
corporate transaction or event in respect of the Common Stock, or a sale of
substantially all of the assets of the Corporation as an entirety, then the
Board shall, in such manner and to such extent (if any) as may be appropriate
and equitable, (1) proportionately adjust any or all of (a) the number and type
of shares of Common Stock (or other securities) which thereafter may be made the
subject of Options (including the specific maximum limits and numbers of shares
set forth elsewhere in this Plan), (b) the number, amount and type of shares of
Common Stock (or other securities or property) subject to any or all outstanding
Options and the vesting provisions of the Options, (c) the grant, purchase, or
exercise price of any or all outstanding Options, or (d) the securities, cash or
other property deliverable upon exercise of any outstanding Options, or (2) in
the case of an extraordinary distribution, merger, reorganization,
consolidation, combination, sale of assets, split-up, exchange, or spin-off,
make provision for a substitution or exchange of any or all outstanding Options
or for a change in the securities, cash or property deliverable upon exercise of
outstanding Options based upon the distribution or consideration payable to
holders of the Common Stock of the Corporation upon or in respect of such event;
PROVIDED, HOWEVER, that (i) such adjustment and the Board's actions in respect
thereof are based on objective criteria, and (ii) such adjustment (to the extent
consistent with Section 3.11(c)) is consistent with adjustments to comparable
Options (if any) held by persons other than directors of the Corporation.
3.5 ACCELERATION UPON A CHANGE IN CONTROL EVENT.
Upon the occurrence of a Change in Control Event, each Option shall become
exercisable in full; PROVIDED, HOWEVER, that no Option shall be so accelerated
to a date less than six months after the Option Date of Option.
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3.6 COMPLIANCE WITH LAWS.
This Plan, the granting and vesting of Options under this Plan and the
issuance and delivery of shares of Common Stock, and/or of other securities or
property pursuant to Section 3.4, under this Plan or under Options granted
hereunder are subject to compliance with all applicable federal and state laws,
rules and regulations (including but not limited to state and federal tax and
securities laws) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Corporation, be
necessary or advisable in connection therewith. Any securities delivered under
this Plan shall be subject to such restrictions, and the person acquiring such
securities shall, if requested by the Corporation, provide such assurances and
representations to the Corporation as the Corporation may deem necessary or
desirable to assure such compliance.
3.7 PLAN AMENDMENT, STOCKHOLDER APPROVAL AND SUSPENSION.
(a) BOARD AUTHORIZATION. The Board may, at any time, terminate or, from
time to time, amend, modify or suspend this Plan, in whole or in part. No
Options may be granted during any suspension of this Plan or after termination
of this Plan, but the Board shall retain jurisdiction as to Options then
outstanding in accordance with the terms of this Plan.
(b) STOCKHOLDER APPROVAL. To the extent required by law or the provisions
of Rule 16b-3, any amendment to this Plan or any then outstanding Option shall
be subject to stockholder approval.
(c) LIMITATIONS ON AMENDMENTS TO PLAN AND OPTIONS. The provisions of this
Plan shall not be amended more than once every six months (other than as may be
necessary to conform to any applicable changes in the Code or the rules
thereunder), unless such amendment would be consistent with the provisions of
Rule 16b-3(c) (2) (ii) (or any successor provision). No amendment, suspension or
termination of this Plan or change affecting any outstanding Option shall,
without written consent of the Participant, affect in any manner materially
adverse to the Participant any rights or benefits of the Participant or
obligations of the Corporation under any Option granted under this Plan prior to
the effective date of such change. Changes contemplated by Section 3.4 shall not
be deemed to constitute changes or amendments for purposes of this Section 3.7.
3.8 PRIVILEGES OF STOCK OWNERSHIP.
Except as otherwise expressly authorized by this Plan, a Participant shall
not be entitled to any privilege of stock ownership as to any shares of Common
Stock subject to an Option granted under this Plan prior to the satisfaction of
all conditions to the valid exercise of the Option.
3.9 EFFECTIVE DATE OF PLAN.
This Plan shall be effective as of February 2, 1995, the date of Board
approval, subject to stockholder approval within twelve (12) months thereafter.
All options granted under Section 2.1(a) shall be subject to stockholder
approval of the Plan.
3.10 TERM OF PLAN.
No Option shall be granted more than ten years after the effective date of
this Plan (the "termination date"). Unless otherwise expressly provided in this
Plan or in an applicable Option Agreement, any Option theretofore granted may
extend beyond such date, and this Plan shall continue to apply thereto.
3.11 LEGAL ISSUES.
(a) CHOICE OF LAW. This Plan, the Options, all documents evidencing
Options and all other related documents shall be governed by, and construed in
accordance with the laws of the state of California.
(b) SEVERABILITY. If any provision shall be held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions of this
Plan shall continue in effect.
(c) PLAN CONSTRUCTION. It is the intent of the Corporation that this Plan
and Options hereunder satisfy and be interpreted in a manner that in the case of
persons who are or may be subject to
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<PAGE>
Section 16 of the Exchange Act satisfies the applicable requirements of Rule
16b-3 so that such persons will be entitled to the benefits of Rule 16b-3 or
other exemptive rules under Section 16 of the Exchange Act and will not be
subjected to avoidable liability thereunder. If any provision of this Plan or
any Option would otherwise frustrate or conflict with the intent expressed
above, that provision to the extent possible shall be interpreted and deemed
amended so as to avoid such conflict, but to the extent of any remaining
irreconcilable conflict with such intent as to such persons in the
circumstances, such provision shall be deemed void.
(d) NON-EXCLUSIVITY OF PLAN. Nothing in this Plan shall limit or be deemed
to limit the authority of the Board to grant awards or authorize any other
compensation under any other plan or authority.
4. DEFINITIONS
(a) "BENEFICIARY" shall mean the person, persons, trust or trusts
designated by a Participant or, in the absence of a designation, entitled by
will or the laws of descent and distribution, to receive the benefits specified
in the Option Agreement and under this Plan in the event of a Participant's
death, and shall mean the Participant's executor or administrator if no other
Beneficiary is identified and able to act under the circumstances.
(b) "BOARD" shall mean the Board of Directors of the Corporation or, with
respect to administrative matters (as distinguished from Plan amendments,
suspension, or termination), any duly authorized Committee of members of the
Board designated to administer this Plan.
(c) "CHANGE IN CONTROL EVENT" shall be deemed to have occurred if (a) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act,
but excluding any person described in and satisfying the conditions of Rule
13d-1(b)(1) thereunder) becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting power of the
Corporation's then outstanding securities, unless such person was, on the
effective date of the Plan, such a beneficial owner of securities representing
20% or more of such voting power; or (b) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board
cease for any reason to constitute at least a majority thereof, unless the
election, or the nomination for election by the Corporation's stockholders, of
each new Board member was approved by a vote of at least three-fourths of the
Board members then still in office who were Board members at the beginning of
such period.
(d) "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(e) "COMMISSION" shall mean the Securities and Exchange Commission.
(f) "COMMON STOCK" shall mean the Common Stock of the Corporation and such
other securities or property as may become the subject of Options, or become
subject to Options, pursuant to an adjustment made under Section 3.4 of this
Plan.
(g) "COMPANY" shall mean, collectively, the Corporation and its
Subsidiaries.
(h) "CORPORATION" shall mean Dole Food Company, Inc., a Hawaii corporation,
and its successors.
(i) "DISABILITY" shall mean a "permanent and total disability" within the
meaning of Section 22(e)(3) of the Code.
(j) "ELIGIBLE DIRECTOR" shall mean a member of the Board of Directors of
the Corporation who is NOT (1) an officer or employee of the Corporation or any
subsidiary at the time of the grant of the Option, or (2) a person to whom
equity securities of the Corporation or an affiliate have been granted or
awarded within the year prior to the date of grant or other applicable date of
determination, under or pursuant to the 1991 Stock Option and Award Plan or any
other plan of the Corporation or an affiliate (except this Plan or any other
formula or ongoing securities acquisition plan, the participation
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<PAGE>
in which does NOT compromise the disinterested administration of this Plan or
any other such plan under Rule 16b-3), or (3) until the expiration of the
transition period under Rule 16b-3 for all purposes of this Plan, a person who
is eligible to participate in any other such plan.
(k) "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.
(l) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
(m) "FAIR MARKET VALUE" on any specified date shall mean (i) if the stock
is listed or admitted to trade on a national securities exchange, the closing
price of the stock on the Composite Tape, as published in the Western Edition of
The Wall Street Journal, of the principal national securities exchange on which
the stock is so listed or admitted to trade, on such date, or, if there is no
trading of the stock on such date, then the closing price of the stock as quoted
on such Composite Tape on the next preceding date on which there was trading in
such shares; (ii) if the stock is not listed or admitted to trade on a national
securities exchange, the last price for the stock on such date, as furnished by
the National Association of Securities Dealers, Inc. ("NASD") through the NASDAQ
National Market Reporting System or a similar organization if the NASD is no
longer reporting such information; (iii) if the stock is not listed or admitted
to trade on a national securities exchange and is not reported on the National
Market Reporting System, the mean between the bid and asked price for the stock
on such date, as furnished by the NASD or a similar organization; or (iv) if the
NASD or a similar organization does not furnish the mean between the bid and
asked price for the stock on such date, the valuation furnished by an
independent advisor or investment banker to the Corporation who is recognized in
valuations of this type.
(n) "OPTION" shall mean an option to purchase Common Stock authorized and
granted under this Plan, and related rights.
(o) "OPTION AGREEMENT" shall mean an agreement completed in the manner
required by this Plan and executed on behalf of the Corporation by an executive
officer of the Corporation.
(p) "OPTION DATE" shall mean the applicable date of grant set forth in
Article 2.
(q) "PARTICIPANT" shall mean an Eligible Director who has been granted an
Option under the provisions of this Plan.
(r) "PERSONAL REPRESENTATIVE" shall mean the person or persons who, upon
the disability or incompetence of a Participant, shall have acquired on behalf
of the Participant, by legal proceeding or otherwise, the power to exercise the
rights or receive benefits under this Plan and who shall have become the legal
representative of the Participant.
(s) "PLAN" shall mean this 1995 Non-Employee Directors Stock Option Plan.
(t) "RULE 16B-3" shall mean Rule 16b-3 as promulgated by the Commission
pursuant to the Exchange Act, as amended from time to time.
(u) "SUBSIDIARY" shall mean any corporation or other entity a majority of
whose outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Corporation.
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<PAGE>
DOLE FOOD COMPANY, INC.
PROXY FOR COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
The undersigned hereby appoints DAVID H. MURDOCK, DAVID A DeLORENZO and
ALAN B. SELLERS, and each of them, as Proxies, each with full power of
substitution, and each with all powers that the undersigned would possess if
personally present, to vote all of the shares of Common Stock of Dole Food
Company, Inc. (the "Company") which the undersigned may be entitled to vote at
the Annual Meeting of Stockholders of the Company to be held at the JW Marriott
Hotel, 2151 Avenue of the Stars, Los Angeles, California on Thursday, May 11,
1995, at 10:00 a.m. local time, and any adjournments thereof. The undersigned
instructs each of said Proxies, or their substitutes, to vote as specified by
the undersigned on the reverse side and to vote in such manner as they may
determine on any other matters which may properly come before the meeting as
indicated in the Notice of Annual Meeting of Stockholders and Proxy Statement,
receipt of which is hereby acknowledged.
Election of Directors. Nominees:
Elaine L. Chao, Mike Curb, David A. DeLorenzo, Richard M. Ferry,
James F. Gary, Frank J. Hata and David H. Murdock
(Important - to be signed and dated on reverse side)
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS CARD
IN THE ENCLOSED PREPAID ENVELOPE.
SEE REVERSE
SIDE
/X/ Please mark
votes as in
this example.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS MADE FOR ITEMS 1, 2 AND 3 AND AS SAID PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
The Board of Directors recommends a vote FOR items 1, 2 and 3.
FOR WITHHELD
1. Election of / / / /
directors
(see reverse)
For except vote withheld from the following nominees.
- ----------------------------------------------------------
FOR AGAINST ABSTAIN
2. Approve the Company's / / / / / /
Non-Employee Directors'
Stock Option Plan.
3. Elect Arthur Andersen / / / / / /
LLP as independent
public accountants and
auditors for the 1995
fiscal year.
MARK HERE / /
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
NOTE. Please sign exactly as your name appears on this proxy card. If shares
are held jointly, each holder should sign. Executors, administrators, trustees,
guardians, attorneys, and agents should give their full titles. If shareholder
is a corporation, sign in full corporate name by the authorized officer.
Signature: __________________________________ Date ______________
Signature: __________________________________ Date ______________
