<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1996
REGISTRATION NO. 333-07849
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
DOLE FOOD COMPANY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
HAWAII 99-0035300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
------------------
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(818) 879-6600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
J. BRETT TIBBITTS
VICE PRESIDENT-CORPORATE GENERAL COUNSEL AND CORPORATE SECRETARY
DOLE FOOD COMPANY, INC.
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(818) 879-6600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------
COPIES TO:
<TABLE>
<S> <C>
CHARLES F. NIEMETH FRANK H. GOLAY, JR.
O'MELVENY & MYERS LLP SULLIVAN & CROMWELL
153 EAST 53RD STREET, 54TH FLOOR 444 SOUTH FLOWER STREET
NEW YORK, NY 10022-4611 LOS ANGELES, CA 90071
</TABLE>
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING
TO BE REGISTERED BE REGISTERED PER SHARE (1) PRICE (1)
Common Stock, no par value (2) 4,140,000 $43.25 $179,055,000
Common Stock, no par value (2) 1,610,000 None None
<CAPTION>
AMOUNT OF
TITLE OF SHARES REGISTRATION
TO BE REGISTERED FEE(1)
Common Stock, no par value (2) $61,744(3)
Common Stock, no par value (2) None
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c), the registration fee is based
upon the average of the high and low prices of the Registrant's Common Stock
as reported on the New York Stock Exchange Composite Tape on July 5, 1996.
(2) Up to 2,875,000 shares of Common Stock registered hereby may be delivered
upon the exchange of Dole Food Automatic Common Exchange Securities
registered on a separate registration statement on Form N-2 (Registration
Nos. 333-325; 811-7499). Such number of shares that may be delivered upon
such exchange is subject to adjustment in accordance with Rule 416. Since
such shares of Common Stock are deliverable only upon the exchange of
Automatic Common Exchange Securities for which a registration fee is being
paid pursuant to the registration statement referenced above, no further
registration fee with respect to such shares is required pursuant to the
provisions of Rule 457(i). No more than the 4,140,000 shares of Common Stock
initially registered hereunder will be offered directly for consideration by
the selling shareholder referenced herein.
(3) Paid with original filing.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to up to 2,500,000 shares (or 2,875,000
shares if the Underwriters' over-allotment option is exercised in full) of
Common Stock, no par value, of Dole Food Company, Inc. (the "Common Stock") that
will be offered for sale directly to the public, and up to 2,500,000 shares (or
2,875,000 shares if the Underwriters' over-allotment option is exercised in
full) of Common Stock that may be delivered by the Dole Food Automatic Common
Exchange Security Trust (the "Trust"), a non-diversified closed-end management
investment company, to holders of Automatic Common Exchange Securities of the
Trust (the "Automatic Common Exchange Securities") upon exchange of the
Automatic Common Exchange Securities. The Automatic Common Exchange Securities
are being offered pursuant to a separate prospectus of the Trust (the "Trust
Prospectus") included in a registration statement on Form N-2 (Registration Nos.
333-325; 811-7499). The complete Prospectus for the Common Stock offering
follows immediately. After such Prospectus are the alternate pages for the
prospectus to be attached to the Trust Prospectus. All other pages of the
Prospectus for the Common Stock offering will be used in the prospectus to be
attached to the Trust Prospectus.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 5, 1996
2,500,000 SHARES
DOLE FOOD COMPANY, INC.
COMMON STOCK
(NO PAR VALUE)
--------------
All the shares of Common Stock offered hereby are being sold by the Selling
Shareholder. See "Selling Shareholder". The Company will not receive any of the
proceeds from the sale of the shares.
The last reported sale price of the Common Stock, which is listed under the
Symbol "DOL", on the New York Stock Exchange on August 2, 1996 was $40.00 per
share.
In addition to the offering made hereby, the Selling Shareholder is offering
up to 2,500,000 shares of Common Stock (exclusive of over-allotment shares) that
may be delivered by the Dole Food Automatic Common Exchange Security Trust (the
"Trust") to holders of Automatic Common Exchange Securities (the "Automatic
Common Exchange Securities") upon exchange of such securities on August , 1999
(the "Exchange Date"). The respective closings of the offerings of the Common
Stock and the Automatic Common Exchange Securities are not dependent on one
another. See "Underwriting".
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO SELLING
OFFERING PRICE DISCOUNT(1) SHAREHOLDER(2)
---------------- ---------------- -------------------
<S> <C> <C> <C>
Per Share................................................ $ $ $
Total(3)................................................. $ $ $
</TABLE>
- --------------
(1) The Selling Shareholder and the Company have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting estimated expenses of $200,000 payable by the Selling
Shareholder.
(3) The Selling Shareholder has granted the Underwriters an option for 30 days
to purchase up to an additional 375,000 shares at the initial public
offering price per share, less the underwriting discount, solely to cover
over-allotments. If such option is exercised in full, the total initial
public offering price, underwriting discount and proceeds to Selling
Shareholder will be $ , $ and $ , respectively. See
"Underwriting".
--------------
The shares offered hereby are offered by Goldman, Sachs & Co., as specified
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that the certificates for
the shares will be ready for delivery in New York, New York, on or about August
, 1996, against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
---------
The date of this Prospectus is August , 1996.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AND THE AUTOMATIC COMMON EXCHANGE SECURITIES AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NEW YORK STOCK EXCHANGE, THE PACIFIC STOCK EXCHANGE OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
Dole Food Company, Inc. (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 or at its regional
offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed
rates. The Company's Common Stock, no par value (the "Common Stock") is listed
on the New York Stock Exchange (the "NYSE") and the Pacific Stock Exchange (the
"PSE"). Reports, proxy statements and other information concerning the Company
can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005 or the PSE, 115 Sansome Street, 8th Floor, San Francisco, California
94104.
This Prospectus constitutes a part of a Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"). This Prospectus omits certain information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the securities offered hereby. Statements contained herein
concerning the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference:
(i)
the Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995; and
(ii)
the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 23, 1996 and June 15, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus but prior to the
termination of this offering, shall be deemed to be incorporated in this
Prospectus by reference and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits to such documents unless such exhibits
are specifically incorporated by reference into the document that this
Prospectus incorporates by reference). Requests should be directed to Corporate
Secretary, Dole Food Company, Inc., 31365 Oak Crest Drive, Westlake Village,
California 91361, telephone number (818) 879-6600.
2
<PAGE>
THE COMPANY
The Company is engaged in the business of food production and distribution.
The Company is one of the largest companies engaged in the worldwide sourcing,
growing, processing, distributing and marketing of high quality, branded fresh
produce. The Company sources, grows, processes or markets fruits, vegetables,
nuts and beverages in the following locations: North America, Latin America,
Asia and Europe.
The Company's principal executive offices are located at 31365 Oak Crest
Drive, Westlake Village, California 91361, telephone (818) 879-6600.
USE OF PROCEEDS
The Company will not receive any proceeds from the sales of the shares of
Common Stock or the Automatic Common Exchange Securities. All of the shares of
Common Stock (including shares deliverable upon exchange of the Automatic Common
Exchange Securities) are beneficially owned by the Selling Shareholder.
SELLING SHAREHOLDER
The shares of Common Stock offered in the Common Stock offering are being
offered for the account of David H. Murdock (the "Selling Shareholder"), as
trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended. The
shares of Common Stock for which Automatic Common Exchange Securities may be
exchanged, or cash in lieu thereof, will be delivered to the Trust by the
Selling Shareholder pursuant to a forward purchase contract between the Trust
and the Selling Shareholder. Mr. Murdock has been Chairman of the Board, Chief
Executive Officer and a Director of the Company since July, 1985. Mr. Murdock
also has been Chairman of the Board, Chief Executive Officer and a Director of
Castle & Cooke, Inc., a Hawaii corporation, since October, 1995; and Chairman of
the Board and Chief Executive Officer of Flexi-Van Corporation, a Delaware
corporation indirectly wholly-owned by Mr. Murdock, since June, 1982. Mr.
Murdock also is sole owner and developer of the Sherwood Country Club in Ventura
County, California, and numerous other real estate developments, and sole
shareholder of numerous corporations engaged in a variety of business ventures
and in the manufacture of textile-related products, and in industrial and
building products.
See the documents referred to in "Incorporation of Certain Documents by
Reference" for additional information about Mr. Murdock.
The following table sets forth certain information for the Selling
Shareholder with respect to (i) such Selling Shareholder's beneficial ownership
of the Common Stock prior to the Common Stock offering, (ii) the number of
shares being offered for sale in the Common Stock offering, and (iii) the number
of shares and the percentage of outstanding shares of the Common Stock to be
beneficially owned by such Selling Shareholder after the offering referred to in
clause (ii) above. The following table does not reflect that up to 2,875,000
shares of Common Stock may be delivered by the Selling Shareholder to the Trust
pursuant to the forward purchase contract referenced above.
<TABLE>
<S> <C>
Shares of Common Stock Beneficially Owned Prior to the
Common Stock Offering.................................... 13,864,278(1)(2)
Shares of Common Stock being Offered in the Common Stock
Offering................................................. 2,500,000(3)
Shares of Common Stock to be Beneficially Owned After the
Common Stock Offering.................................... 11,364,278(3)
Percentage of Outstanding Shares of Common Stock to be
Beneficially Owned After the Common Stock Offering....... 18.8%(3)(4)
</TABLE>
- ------------------
(1) Information is as of August 2, 1996. Mr. Murdock beneficially owns 279,476
shares of Common Stock that may be purchased upon the exercise of employee
stock options exercisable on the date hereof or within 60 days thereafter.
3
<PAGE>
(2) 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) 12,263,622 shares of Common Stock owned by David H. Murdock as Trustee
for the David H. Murdock Living Trust, dated May 28, 1986; (2) 1,240,310
shares of Common Stock owned by Flexi-Van Delaware, Inc., a corporation
indirectly wholly-owned by Mr. Murdock; and (3) 80,870 shares of Common
Stock owned by or for the benefit of Mr. Murdock's children.
(3) Assumes the Underwriters' over-allotment option is not exercised.
(4) The percentage set forth above is calculated on the basis of the number of
shares of Common Stock outstanding on August 2, 1996, plus, all stock
options granted to Mr. Murdock under the Company's stock option plans that
are exercisable within 60 days following the date hereof.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 80,000,000 shares of
Common Stock, no par value, and 30,000,000 shares of Preferred Stock, no par
value ("Preferred Stock").
DESCRIPTION OF COMMON STOCK
GENERAL
The holders of the outstanding shares of Common Stock have full voting
rights, one vote for each share held of record on all matters voted on by
shareholders (with no cumulative voting rights), and the holders of such shares
will possess all voting power, except as otherwise required by law or provided
in any resolution adopted by the Board of Directors with respect to any series
of Preferred Stock. 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
applicable meeting of shareholders and entitled to vote thereat is required with
respect to the election of directors and certain other matters.
Subject to the rights of holders of any outstanding series of Preferred
Stock described below, holders of Common Stock are entitled to receive such
dividends as may be declared from time to time by the Board of Directors of the
Company out of funds legally available therefor. Upon liquidation, dissolution,
or winding up of the Company (but subject to the rights of holders of Preferred
Stock), the assets legally available for distribution to holders of Common Stock
shall be distributed ratably among such holders. Holders of Common Stock have no
preemptive or other preferential subscription or conversion rights, and no
liability for further calls upon shares. The Common Stock is not subject to
assessment.
The Transfer Agent and Registrar for the Common Stock is The First National
Bank of Boston.
CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION, BY-LAWS AND
HAWAII LAW
The Company's Articles of Association (the "Articles") and By-Laws (the
"By-Laws"), as well as Hawaii law, contain certain provisions that could make
more difficult the acquisition of control of the Company by means of a tender
offer, open market purchases, a proxy fight or otherwise. Set forth below is a
description of such provisions, which is intended as a summary only and is
qualified in its entirety by reference to the Company's Articles of Association
and By-Laws, the forms of which are incorporated as Exhibits to the Registration
Statement on Form S-3 filed by the Company with the Commission under the
Securities Act, of which this Prospectus constitutes a part. Certain provisions
of the Company's stock option and award plan which permit the accelerated
exercise of options or similar rights upon certain events which may involve a
change in control of the Company could also have an anti-takeover effect.
The Company believes that the availability of Preferred Stock will provide
the Company with increased flexibility in structuring possible future financings
and acquisitions, and in meeting other corporate needs which might arise. Having
such authorized shares available for issuance will allow the Company to issue
shares of Preferred Stock without the expense and delay of a special
shareholders' meeting. The authorized Preferred Stock, as well as Common Stock,
will be available for issuance without further action by the Company's
shareholders, unless such action is required by applicable law or the rules of
any stock exchange on which securities of the Company may be listed. Although
the
4
<PAGE>
Board of Directors of the Company has no intention at the present time of doing
so, it would have the power to issue a series of preferred stock that could,
depending on the terms of such series, impede the completion of a merger, tender
offer or other takeover attempt.
The Hawaii Corporate Takeovers Act, Ch. 417E, Hawaii Revised Statutes,
generally applies to "takeover offers" made to residents of the State of Hawaii
in which the offeror would become the beneficial owner of at least ten percent
of the equity securities of any publicly traded corporation organized under the
laws of the State of Hawaii, such as the Company, unless the takeover (i) is
approved in writing by the board of directors of the corporation, (ii) is
registered under the Hawaii Corporate Takeovers Act or (iii) is otherwise exempt
under the Act. The application of this Act could deter potential purchasers from
attempting to buy the Company's outstanding Common Stock or any outstanding
Preferred Stock.
Under the Hawaii Environmental Disclosure Statute, a person (including such
person's affiliates) who beneficially owns at least ten percent but less than
50% of the securities entitled to vote for the election of directors of the
Company may not acquire more than five percent of such securities during any
12-month period without filing an Environmental Disclosure Statement with the
Hawaii Office of Environmental Quality Control.
The Hawaii Business Corporation Act provides that a director of a Hawaii
corporation, in determining the best interests of the corporation, may consider,
in such director's discretion, the following factors in addition to the
interests of the corporation's shareholders: the interests of the corporation's
employees, customers, suppliers and creditors, including, without limitation,
the impact of any action upon the communities in or near which the corporation
has offices or operations; the economy of the State of Hawaii and of the United
States; community and societal considerations; and the long-term as well as the
short-term interests of the corporation and its shareholders, including, without
limitation, the possibility that these interests may be best served by the
continued independence of the corporation.
The Company's By-Laws establish an advance notice procedure with regard to
the nomination, other than by or at the direction of the Board of Directors, of
candidates for election as directors. Although the purpose of the notice
procedure is to afford the Board of Directors a meaningful opportunity to
consider and, to the extent deemed desirable by the Board of Directors, to
inform shareholders of, the qualifications of the proposed nominees, the notice
procedure may have the effect of precluding a nomination for the election of
directors at a particular shareholders' meeting.
DESCRIPTION OF PREFERRED STOCK
Under the Articles of the Company, the Board of Directors of the Company is
authorized without further shareholder action to provide for the issuance of up
to 30,000,000 shares of Preferred Stock, in one or more series, and to fix for
each series such voting powers, full or limited, and such designations,
preferences and relative, participating, optional or other special rights
(including conversion, redemption, liquidation and voting rights), and
qualifications, limitations or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issue of a series of such stock
adopted, at any time or from time to time, by the Board of Directors of the
Company (as used herein the term "Board of Directors of the Company" includes
any duly authorized committee thereof) and as are permitted by the Hawaii
Business Corporation Act. The holders of the Preferred Stock that may be issued
from time to time in the future, may have preferences, powers and rights
(including voting rights) that are senior to the rights of the Common Stock.
5
<PAGE>
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Selling Shareholder has agreed to sell to Goldman, Sachs & Co. ("Goldman
Sachs"), and Goldman Sachs have agreed to purchase from the Selling Shareholder,
2,500,000 shares of Common Stock.
Under the terms and conditions of the Underwriting Agreement, Goldman Sachs
are committed to take and pay for all of the shares offered hereby, if any are
taken.
Goldman Sachs propose to offer the shares of Common Stock in part directly
to the public at the initial public offering price set forth on the cover page
of this Prospectus and in part to certain securities dealers at such price less
a concession of $. per share. Goldman Sachs may allow, and such dealers may
reallow, a concession not in excess of $. per share to certain brokers and
dealers. After the shares of Common Stock are released for sale to the public,
the offering price and other selling terms may from time to time be varied by
Goldman Sachs.
The Selling Shareholder has granted Goldman Sachs an option exercisable for
30 days after the date of this Prospectus to purchase up to an aggregate of
375,000 additional shares of Common Stock solely to cover over-allotments, if
any.
The Selling Shareholder and the Company have agreed that, during the period
beginning on the date of this Prospectus and continuing to and including the
date 180 days, in the case of the Selling Shareholder, and 90 days, in the case
of the Company, after the date of this Prospectus, they will not offer, sell,
contract to sell or otherwise dispose of any Common Stock or other securities of
the Company (other than pursuant to employee stock option plans existing, or on
the conversion or exchange of convertible or exchangeable securities
outstanding, on the date of this Prospectus) which are substantially similar to
the Common Stock or which are convertible or exchangeable into Common Stock or
other securities which are substantially similar to the Common Stock, without
the prior written consent of Goldman Sachs, except for the shares offered
hereby.
The Selling Shareholder and the Company have agreed to indemnify Goldman
Sachs against certain liabilities, including liabilities under the Securities
Act of 1933.
Up to 2,500,000 additional shares of Common Stock (or up to 2,875,000 shares
if the applicable over-allotment option is exercised in full) may be delivered
by the Trust to holders of the Automatic Common Exchange Securities upon
exchange of the Automatic Common Exchange Securities on the Exchange Date. In
lieu of delivery of such shares, the Selling Shareholder may elect to pay cash
on the Exchange Date for each share then deliverable in an amount equal to the
average closing price of the Common Stock on the 20 trading days immediately
preceding the Exchange Date. The Automatic Common Exchange Securities are being
offered through an underwriter or underwriters in the manner described in the
Trust Prospectus. The respective closings of the offerings of the Common Stock
and the Automatic Common Exchange Securities are not dependent upon one another.
EXPERTS
The audited consolidated financial statements and related audited
consolidated financial statement schedules of the Company and its subsidiaries,
incorporated by reference in this Prospectus and included in the Company's
Annual Report on Form 10-K for the year ended December 30, 1995, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.
VALIDITY OF SHARES
The validity of the shares of Common Stock being offered hereby will be
passed upon for the Company by Goodsill Anderson Quinn & Stifel, Honolulu,
Hawaii, and certain legal matters will be passed upon for the Underwriters by
Sullivan & Cromwell, Los Angeles, California. Sullivan & Cromwell will rely on
the opinion of Goodsill Anderson Quinn & Stifel with respect to matters governed
by Hawaiian law.
6
<PAGE>
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- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
The Company................................................. 3
Use of Proceeds............................................. 3
Selling Shareholder......................................... 3
Description of Capital Stock................................ 4
Underwriting................................................ 6
Experts..................................................... 6
Validity of Shares.......................................... 6
</TABLE>
2,500,000 SHARES
DOLE FOOD
COMPANY, INC.
COMMON STOCK
(NO PAR VALUE)
-------------
PROSPECTUS
-------------
GOLDMAN, SACHS & CO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 5, 1996
2,500,000 SHARES
DOLE FOOD COMPANY, INC.
COMMON STOCK
(NO PAR VALUE)
--------------
This Prospectus relates to up to 2,500,000 shares of Common Stock of the
Company (exclusive of over-allotment shares) beneficially owned by the Selling
Shareholder identified under the heading "Selling Shareholder" that may be
delivered by the Dole Food Automatic Common Exchange Security Trust (the
"Trust") to holders of Automatic Common Exchange Securities of the Trust (the
"Automatic Common Exchange Securities") upon exchange of such securities on
August , 1999. The Automatic Common Exchange Securities are being sold by the
Trust in an offering described in the attached prospectus of the Trust (the
"Trust Prospectus"). See "Trust Prospectus".
In addition, the Selling Shareholder is offering up to 2,500,000 shares of
Common Stock (exclusive of over-allotment shares) pursuant to a separate
prospectus of the Company. The respective closings of the offerings of the
Automatic Common Exchange Securities and the Common Stock are not dependent upon
one another. The Company will not receive any proceeds from the sales of the
Automatic Common Exchange Securities or shares of the Common Stock.
The last reported sale price of the Common Stock, which is listed under the
Symbol "DOL", on the New York Stock Exchange on August 2, 1996 was $40.00 per
share.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
GOLDMAN, SACHS & CO.
--------
The date of this Prospectus is August , 1996.
<PAGE>
PLAN OF DISTRIBUTION
The Automatic Common Exchange Securities will be distributed as described in
the Trust Prospectus under the caption "Underwriting".
TRUST PROSPECTUS
The Automatic Common Exchange Securities are being offered pursuant to the
Trust Prospectus. This Prospectus relates only to the Common Stock that may be
delivered upon exchange of the Automatic Common Exchange Securities. The Company
takes no responsibility for any information included in or omitted from the
Trust Prospectus. The Trust Prospectus does not constitute a part of this
Prospectus nor is it incorporated by reference herein.
EXPERTS
The audited consolidated financial statements and related audited
consolidated financial statement schedules of the Company and its subsidiaries,
incorporated by reference in this Prospectus and included in the Company's
Annual Report on Form 10-K for the year ended December 30, 1995, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.
VALIDITY OF SHARES
The validity of the shares of Common Stock being offered hereby will be
passed upon for the Company by Goodsill Anderson Quinn & Stifel, Honolulu,
Hawaii, and certain legal matters will be passed upon for the Underwriters by
Sullivan & Cromwell, Los Angeles, California. Sullivan & Cromwell will rely on
the opinion of Goodsill Anderson Quinn & Stifel with respect to matters governed
by Hawaiian law.
6
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
--------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information....................................... 2
Incorporation of Certain Documents by Reference............. 2
The Company................................................. 3
Use of Proceeds............................................. 3
Selling Shareholder......................................... 3
Description of Capital Stock................................ 4
Plan of Distribution........................................ 6
Trust Prospectus............................................ 6
Experts..................................................... 6
Validity of Shares.......................................... 6
</TABLE>
2,500,000 SHARES
DOLE FOOD
COMPANY, INC.
COMMON STOCK
(NO PAR VALUE)
-------------
PROSPECTUS
-------------
GOLDMAN, SACHS & CO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee............................................ $ 61,744
*Accounting fees and expenses.................................... 17,500
*Legal fees and expenses......................................... 75,000
*Miscellaneous expenses.......................................... 45,756
---------
*Total(1).................................................... $ 200,000
---------
---------
</TABLE>
- --------------
* Estimated.
(1) All expenses will be paid by the Selling Shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
GENERAL
Pursuant to the Hawaii Business Corporation Act (the "Hawaii BCA"), officers
and directors of the Company are covered by certain provisions of the Articles
of Association of the Company, the By-Laws (the "By-Laws") of the Company and
insurance policies which serve to indemnify them against certain liabilities
which they may incur in such capacities. These various provisions are described
below.
ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES
In June 1989, Hawaii enacted legislation (the "1989 Act") which authorizes
corporations to limit or eliminate the personal liability of their directors in
any action brought by the corporation or their shareholders for monetary damages
for breach of directors' fiduciary duty of care. The duty of care requires that,
when acting on behalf of the corporation, a director must act in good faith in a
manner such director reasonably believes to be in the best interests of the
corporation and with such care as a prudent person in like position would use
under similar circumstances. Although the 1989 Act does not change directors'
duty of care, it enables corporations to limit available relief to the
corporation or its shareholders to equitable remedies such as injunction or
rescission. Article IX of the Company's By-Laws eliminate the personal liability
of directors to the Company or its shareholders (in their capacity as directors
but not in their capacity as officers) to the fullest extent permitted by the
1989 Act, as amended from time to time. Specifically, directors of the Company
will not be personally liable to the Company or its shareholders for monetary
damages for breach of a director's fiduciary duty of care as a director, except
for liability (i) for any breach of the director's duty of loyalty to the
Company or its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, or which
constitute a wilful or reckless disregard of the director's fiduciary duty of
care, (iii) for payments of dividends, stock purchases or redemptions contrary
to the provisions of the Hawaii BCA or (iv) for any transaction from which the
director derived an improper benefit. If the Hawaii BCA is amended after the
effective date of Article IX of the Company's By-Laws to further eliminate or
limit the personal liability of directors, then the liability of a director of
the Company will be eliminated or limited to the fullest extent permitted by the
Hawaii BCA, as so amended. The 1989 Act was amended effective July 1, 1996 (the
"1996 Amendment") to provide that the elimination or limitation of personal
liability of directors shall be provided for in the articles of incorporation.
As stated above, this provision was included in the By-Laws of the Company as
permitted under the 1989 Act prior to its amendment in 1996. The 1996 Amendment
does not include any provision stating its effect on a By-Law provision adopted
pursuant to the 1989 Act prior to the effective date of the 1996 Amendment. The
inclusion of this provision in the Company's By-Laws may have the effect of
reducing the likelihood of litigation against directors, even though such an
action, if successful, might otherwise have benefited the Company and its
shareholders.
II-1
<PAGE>
INDEMNIFICATION AND INSURANCE
Section 1 of Article VIII of the By-Laws provides that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Company) by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company or of any division of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of NOLO CONTENDERE or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
Section 2 of Article VIII of the By-Laws provides that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he or she
is or was a director, officer, employee or agent of the Company or of any
division of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Company; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the Company unless and only to the extent that the court in which
such action or suit was brought or in any other court having jurisdiction in the
premises shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Any indemnification under Section 1 or Section 2 of Article VIII of the
By-Laws (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in Section 1 or
Section 2. Such determination shall be made (i) by the Company's Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion to the Company, or
(iii) by a majority vote of the shareholders of the Company. To the extent,
however, that a director, officer, employee or agent of the Company or any
division of the Company, or a person serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture or other enterprise has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith, without the necessity of authorization in the specific
case.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding as authorized by the
II-2
<PAGE>
Company's Board of Directors in a particular case upon receipt of an undertaking
by or on behalf of such director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he or she is entitled to be
indemnified by the Company.
The indemnification pursuant to Article VIII of the By-Laws is not exclusive
of any other rights to which those seeking indemnification may be entitled and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
The Company has the power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the Company
or of any division of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Company would have
the power to indemnify him or her against such liability under the provisions of
Article VIII of the By-Laws.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------------- -------------------------------------------------------------------------------------------------------
<C> <S>
1 Form of Underwriting Agreement for the Common Stock between the Company, the Selling Shareholder and
Goldman, Sachs & Co. (previously filed as Exhibit 1 to the Registration Statement on Form S-3
(Registration No. 333-07849) to which this Amendment No. 1 relates).
4.1 Articles of Association*
4.2 By-Laws of the Company, as amended**
5 Opinion and Consent of Goodsill Anderson Quinn & Stifel
23.1 Consent of Goodsill Anderson Quinn & Stifel (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained in Part II of the originally filed Registration Statement)
</TABLE>
- --------------
* Included in the Company's Annual Report on Form 10-K for the year ended
December 28, 1991, and incorporated herein by reference.
** Included in the Company's Annual Report on Form 10-K for the year ended
January 1, 1994, and incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 15, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
II-3
<PAGE>
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1)For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424 (b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2)For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Westlake Village, California, on August 2, 1996.
DOLE FOOD COMPANY, INC.
Registrant
By /s/ MICHAEL S. KARSNER
-----------------------------------
Michael S. Karsner,
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
* Chairman of the Board and
- ----------------------------------- Chief Executive Officer August 2, 1996
David H. Murdock and Director
* President, Chief
- ----------------------------------- Operating Officer and August 2, 1996
David A. DeLorenzo Director
/s/ MICHAEL S. Senior Vice President and
KARSNER Chief Financial Officer
- ----------------------------------- (Principal Financial August 2, 1996
Michael S. Karsner Officer)
Vice President -- Finance
* and Controller
- ----------------------------------- (Principal Accounting August 2, 1996
Patricia A. McKay Officer)
*
- ----------------------------------- Director August 2, 1996
Elaine L. Chao
*
- ----------------------------------- Director August 2, 1996
Mike Curb
*
- ----------------------------------- Director August 2, 1996
Richard M. Ferry
S-1
<PAGE>
<TABLE>
<C> <S> <C>
*
- ----------------------------------- Director August 2, 1996
James F. Gary
*By: /s/ MICHAEL S.
KARSNER
- -----------------------------------
Michael S. Karsner
ATTORNEY-IN-FACT
</TABLE>
S-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
1 Form of Underwriting Agreement for the Common Stock between the Company, the Selling Shareholder and
Goldman, Sachs & Co. (previously filed as Exhibit 1 to the Registration Statement on Form S-3
(Registration No. 333-07849) to which this Amendment No. 1 relates).
4.1 Articles of Association*
4.2 By-Laws of the Company, as amended**
5 Opinion and Consent of Goodsill Anderson Quinn & Stifel
23.1 Consent of Goodsill Anderson Quinn & Stifel (contained in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained in Part II of the originally filed Registration Statement)
</TABLE>
- --------------
*Included in the Company's Annual Report on Form 10-K for the year ended
December 28, 1991, and incorporated herein by reference.
**Included in the Company's Annual Report on Form 10-K for the year ended
January 1, 1994, and incorporated herein by reference.
<PAGE>
EXHIBIT 5
[GOODSILL ANDERSON QUINN & STIFEL LETTERHEAD]
August 5, 1996
Dole Food Company, Inc.
31355 Oak Crest Drive
Westlake Village, CA 91360
Re: Registration Statement -- Sale of
Shares held by David H. Murdock,
as Trustee for the David H. Murdock
Living Trust, dated May 28, 1986
-----------------------------------
Ladies and Gentlemen:
This opinion is rendered in connection with the filing by Dole Food
Company, Inc., a Hawaii corporation (the "Company") of a Registration Statement
on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended, covering the number of shares of Common Stock, without par value of the
Company registered by the Registration Statement held by David H. Murdock as
Trustee for the David H. Murdock Living Trust dated May 28, 1986 (the "Trustee")
which are to be sold by the Trustee (the "Shares").
We have examined such appropriate records of the Company and other
documents as we have deemed pertinent as a basis for this opinion.
Based upon such examination and upon such matters of fact and law as
we have deemed relevant, we are of the opinion that the Shares have been
authorized by all necessary corporate action on the part of the Company and the
Shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in the Prospectus which
is a part of the Registration Statement under the caption Validity of Shares.
Very truly yours,
/s/ Goodsill Anderson Quinn & Stifel
Goodsill Anderson Quinn & Stifel
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
Dole Food Company, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 5, 1996
included in the Dole Food Company, Inc. Annual Report on Form 10-K for the year
ended December 30, 1995 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
August 5, 1996
