As filed with the Securities and Exchange Commission on
June 27, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
DOLE FOOD COMPANY, INC.
(Exact name of registrant as specified in its charter)
___________________
Hawaii 99-0035300
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
31365 Oak Crest Drive, Westlake Village, California 91361
(Address of principal executive offices)
DOLE FOOD COMPANY, INC. NON-EMPLOYEE
DIRECTORS DEFERRED STOCK AND CASH COMPENSATION PLAN
(Full title of the plan)
______________
J. Brett Tibbitts, Esq.
Vice President -
Corporate General Counsel
Dole Food Company, Inc.
31365 Oak Crest Drive, Westlake Village, California 91361
(Name and address of agent for service)
___________________
Telephone number, including area code, of agent for service:
(818) 879-6600
___________________
Copy to:
Diana L. Walker, Esq.
O'Melveny & Myers LLP
400 South Hope Street, Suite 1500
Los Angeles, California 90071
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per unit price fee
- --------------------------------------------------------------------
Common Stock, no 100,000(1) $41.938(2) $4,193,800(2) $1,446.14(2)
par value shares
- --------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the
number of shares of Common Stock stated above, options
and other rights to purchase or acquire the shares of
Common Stock covered by the Prospectus and, pursuant to
Rule 416, an additional indeterminate number of shares
which by reason of certain events specified in the Plan
may become subject to the Plan.
(2) Pursuant to Rule 457(h), the maximum offering price, per
share and in the aggregate, and the registration fee were
calculated based upon the average of the high and low
prices of the Common Stock on June 24, 1996 as reported
on the New York Stock Exchange and published in the
Western Edition of the Wall Street Journal.
(3) The Exhibit Index included in this Registration Statement
is at page 8.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I of Form S-8 (plan information and registrant
information) will be sent or given to employees as specified
by Securities and Exchange Commission Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange
Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424.
These documents, which include the statement of availability
required by Item 2 of Form S-8, and the documents incorporated
by reference in this Registration Statement pursuant to Item 3
of Form S-8 (Part II hereof), taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933 (the "Securities Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of Dole Food Company, Inc. (the
"Company") filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for the
Company's fiscal year ended December 30, 1995;
(b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 23, 1996; and
(c) the description of the Company's Common Stock
contained in the registration statement (and past and
future amendments thereto) for the Common Stock filed
under Section 12 of the Securities Exchange Act of
1934 (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold are deemed to
be incorporated by reference into the prospectus and to be a
part hereof from the date of filing of such documents. Any
statement contained herein or in a document, all or a portion
of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement 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 such statement so modified or superseded shall not be
deemed, except as so modified or amended, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Company's Common Stock, no par value per share,
(the "Common Stock") is registered pursuant to Section 12 of
the Exchange Act, and, therefore, the description of
securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Hawaii makes provision for the indemnification of
officers and directors in terms sufficiently broad to include
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under
the Securities Act. Pursuant to Section 415-5 of the
Hawaii Business Corporation Act, a corporation may indemnify
an officer or director if that person acted in good faith and
in a manner reasonably believed to be in the best interests of
the corporation and, with respect to criminal actions, had no
reason to believe the conduct was unlawful.
The Company has adopted provisions in its Articles of
Incorporation which limit the liability of its directors and
officers to the fullest extent permitted by Hawaii law. The
Company will indemnify its directors and officers for claims
against them arising out of their duties as directors or
officers of the Company. Such indemnification includes any
judgments, fines, amounts paid in settlement or expenses
incurred by a director or officer, including judgments related
to punitive damage claims provided such director or officer
acted in good faith and in a manner reasonably believed to be
in the best interests of the Company. The Company may also
advance expenses to its directors and officers relating to
such claims. The Company intends to purchase and maintain
insurance covering any liabilities asserted against and
incurred by its directors and officers acting in such
capacities, whether or not the Company would have the power or
obligation to indemnify such directors or officers under its
Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the attached Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers
or sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus
required by Section 10(a)(3) of the Securities
Act;
(ii) To reflect in the prospectus
any facts or events arising after the effective
date of the Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change to
such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new regis-
tration 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; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) 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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(h) 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 described in Item 6 above, 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, on June 26, 1996.
DOLE FOOD COMPANY, INC.
By: _/s/_David H. Murdock___
David H. Murdock
Its: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
_/s/_David H. Murdock___ Chairman of the Board, June 26, 1996
David H. Murdock Chief Executive Officer
and Director
(Director and Principal
Executive Officer)
_/s/_David A. DeLorenzo__ President, June 26, 1996
David A. DeLorenzo Chief Operating Officer
and Director
(Director)
_/s/_Michael S. Karsner__ Senior Vice President and June 26, 1996
Michael S. Karsner Chief Financial Officer
(Principal Financial Officer)
_/s/_Patricia A. McKay__ Vice President- Finance June 26, 1996
Patricia A. McKay and Controller
(Principal Accounting Officer)
_/s/_Elaine L. Chao____ Director June 26, 1996
Elaine L. Chao
_/s/_Mike Curb_________ Director June 26, 1996
Mike Curb
_/s/_Richard M. Ferry__ Director June 26, 1996
Richard M. Ferry
_/s/_James F. Gary_____ Director June 26, 1996
James F. Gary
_/s/_Zoltan Merszei____ Director June 26, 1996
Zoltan Merszei
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
4.1 Dole Food Company, Inc.
Non-Employee Directors
Deferred Stock and Cash Compensation Plan. 9
5. Opinion of Goodsill Anderson Quinn & Stifel
(opinion re legality). 24
23.1 Consent of Independent Public
Accountants. 25
23.2 Consent of Counsel (included in
Exhibit 5).
DOLE FOOD COMPANY, INC.
NON-EMPLOYEE DIRECTORS
DEFERRED STOCK AND CASH COMPENSATION PLAN
<PAGE>
NON-EMPLOYEE DIRECTORS DEFERRED STOCK
AND CASH COMPENSATION PLAN
TABLE OF CONTENTS
Page
----
ARTICLE I TITLE, PURPOSE AND AUTHORIZED SHARES . . . . . . . . . 1
ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III PARTICIPATION . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV DEFERRAL MANDATES AND ELECTIONS . . . . . . . . . . . . 4
4.1. Mandatory Deferral. . . . . . . . . . . . . . . . . . . . . . . . 4
4.2. Elections . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V DEFERRAL ACCOUNTS . . . . . . . . . . . . . . . . . . . 5
5.1. Cash Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.2. Stock Unit Account. . . . . . . . . . . . . . . . . . . . . . . . 5
5.3. Dividend Equivalent Credits to Stock Unit Account . . . . . . . . 6
5.4. Immediate Vesting and Accelerated Crediting . . . . . . . . . . . 6
5.5. Distribution of Benefits. . . . . . . . . . . . . . . . . . . . . 6
5.6. Adjustments in Case of Changes in Common Stock. . . . . . . . . . 7
5.7. Company's Right to Withhold . . . . . . . . . . . . . . . . . . . 7
5.8 Stockholder Approval. . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE VI ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . 8
6.1. The Administrator . . . . . . . . . . . . . . . . . . . . . . . . 8
6.2. Committee Action. . . . . . . . . . . . . . . . . . . . . . . . . 8
6.3. Rights and Duties . . . . . . . . . . . . . . . . . . . . . . . . 8
6.4. Indemnity and Liability . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE VII PLAN CHANGES AND TERMINATION. . . . . . . . . . . . . . 9
7.1 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.2 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(i)
<PAGE>
ARTICLE VIII MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 10
8.1. Limitation on Eligible Directors' Rights. . . . . . . . . . . . . 10
8.2. Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . 10
8.3. Benefits Not Assignable; Obligations Binding Upon Successors. . . 10
8.4. Governing Law; Severability . . . . . . . . . . . . . . . . . . . 11
8.5. Compliance With Laws. . . . . . . . . . . . . . . . . . . . . . . 11
8.6. Plan Construction . . . . . . . . . . . . . . . . . . . . . . . . 11
8.7. Headings Not Part of Plan . . . . . . . . . . . . . . . . . . . . 11
8.8 Relationship to the 1993 Deferred Compensation Plan . . . . . . . 11
8.9 Irrevocability of Payout Elections. . . . . . . . . . . . . . . . 12
(ii)
<PAGE>
NON-EMPLOYEE DIRECTORS DEFERRED STOCK
AND CASH COMPENSATION PLAN
(Effective as of April 1, 1996)
ARTICLE I
TITLE, PURPOSE AND AUTHORIZED SHARES
This Plan shall be known as "Dole Food Company, Inc. Non-Employee
Directors Deferred Stock and Cash Compensation Plan" and shall be effective as
of April 1, 1996. The purpose of this Plan is to attract, motivate and retain
experienced and knowledgeable directors of the Company by permitting them to
defer compensation and affording them the opportunity to link that compensation
to an equity interest in the Company. The total number of shares of Common
Stock that may be delivered pursuant to awards under this Plan is 100,000,
subject to adjustments contemplated by Section 5.6.
ARTICLE II
DEFINITIONS
Whenever the following terms are used in this Plan they shall have the
meaning specified below unless the context clearly indicates to the contrary:
ACCOUNT or ACCOUNTS shall mean one or more of the Eligible Director's
Cash Account and Stock Unit Account or Accounts, as the context requires.
AVERAGE FAIR MARKET VALUE shall mean the average of the Fair Market
Values of a share of Common Stock during the last 10 trading days preceding the
applicable Award Date.
AWARD DATE shall mean (a) with reference to accruals under Section
4.1, June 30 of the applicable Year, and (b) with reference to elections under
Section 4.2, (1) in the case of cash deferrals for Meeting and Other Fees, the
date of the meeting or other event for which the Compensation is payable,
(2) in the case of cash deferrals for the Retainer, the last day of the
applicable quarter, and (3) in the case of Stock Unit credits, the
June 30 or December 31 on which (or next following the date on which) cash
would otherwise have been paid; except as provided in Section 5.4.
BOARD shall mean the Board of Directors of the Company.
CASH ACCOUNT shall mean the bookkeeping account maintained by the
Company on behalf of a Participant who elects to defer his or her Compensation
in cash pursuant to Section 4.2 and unless the context otherwise requires shall
include any Rollover Account.
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<PAGE>
CHANGE IN CONTROL EVENT shall have the meaning specified for such term
under the 1995 Non-Employee Director Stock Option Plan.
CODE shall mean the Internal Revenue Code of 1986, as amended.
COMMON STOCK shall mean the Common Stock of the Company, subject to
adjustment pursuant to Section 5.6.
COMMITTEE shall mean the Board or a Committee of the Board acting in
accordance with Article VI.
COMPANY shall mean Dole Food Company, Inc. a Hawaii corporation, and
its successors and assigns.
COMPENSATION shall mean the Retainer and Meeting and Other Fees.
DISINTERESTED DIRECTOR shall mean a member of the Board who is not
disqualified from making decisions concerning this Plan or actions hereunder
under any applicable legal requirements, including Rule 16b-3 under the Exchange
Act.
DIVIDEND EQUIVALENT shall mean the amount of cash dividends or other
cash distributions paid by the Company on that number of shares of Common Stock
equivalent to the number of Stock Units then credited to a Participant's Stock
Unit Account, which amount shall be allocated as additional Stock Units to the
Participant's Stock Unit Account, as provided in Section 5.3.
EFFECTIVE DATE shall mean April 1, 1996.
ELIGIBLE DIRECTOR shall mean a member of the Board who is not an
officer or employee of the Company and who is compensated in the capacity as a
director and (with reference to any outstanding Account balance under this
Plan) any person who has an Account balance under this Plan by reason of his
or her prior status as an Eligible Director.
EXCHANGE ACT shall mean the Securities Exchange Act of 1934, as
amended from time to time.
FAIR MARKET VALUE shall mean on any date the closing price of the
Common Stock on the Composite Tape, as published in the Western Edition of The
Wall Street Journal, of the principal securities exchange or market on which
the Common Stock is so listed, admitted to trade, or quoted on such date, or,
if there is no trading of the Common Stock on such date, then the closing
price of the Common Stock as quoted on such Composite Tape on the next
preceding date on which there was trading in such shares. If the Common
Stock is not so listed, admitted or quoted, the Committee may designate such
other exchange, market or source of data as it deems appropriate for
determining such value for purposes of this Plan.
2
<PAGE>
INTEREST RATE shall mean the rate that is 120% of the federal long-
term rate for compounding on a quarterly basis, determined and published by the
Secretary of the United States Department of Treasury under Section 1274(d) of
the Code, for the month in which interest is credited.
MEETING AND OTHER FEES shall mean all meeting fees (including
committee meeting fees) and other fees except for the Retainer that are payable
by the Company to an Eligible Director for services as a director of the
Company.
PARTICIPANT shall mean any person who has an Account balance under
this Plan.
PLAN shall mean the Dole Food Company, Inc. Non-Employee Directors
Deferred Stock and Cash Compensation Plan.
RETAINER shall mean the annual retainer payable by the Company to an
Eligible Director.
ROLLOVER ACCOUNT shall mean the bookkeeping account maintained by the
Company on behalf of an Eligible Director with respect to his or her prior
account balance under the Company's 1993 Board of Directors Deferred
Compensation Plan that has been transferred to this Plan pursuant to Section
8.8.
STOCK UNIT OR UNIT shall mean a non-voting unit of measurement which
is deemed for bookkeeping purposes to be equivalent to one outstanding share of
Common Stock of the Company solely for purposes of this Plan.
STOCK UNIT ACCOUNT shall mean the bookkeeping account maintained by
the Company on behalf of each Eligible Director which is credited with Stock
Units in accordance with Section 5.2.
TRANSITION PERIOD shall mean the period ending on the day that the
Company elects or is required to become subject to Rule 16b-3 as revised in
1991 (as the same may be further amended).
YEAR shall mean the calendar year.
ARTICLE III
PARTICIPATION
Each Eligible Director shall participate under Section 4.1 of this
Plan with respect to the entire amount of Retainer that would otherwise be
payable to the director from January 1 through June 30 of each Year (or, for
1996, from April 1 through September 30). Each Eligible Director may elect
to defer under and subject to Section 4.2 of this Plan his or her remaining
Compensation for the applicable Year.
3
<PAGE>
ARTICLE IV
DEFERRAL MANDATES AND ELECTIONS
4.1. MANDATORY DEFERRAL.
The Stock Unit Account of each Eligible Director shall be credited
on each June 30 with a number of Units determined by dividing the amount of
the Retainer otherwise payable to the Eligible Director from January 1 (or
the date service commences or, for 1996, the Effective Date) through June 30
of the applicable Year (or, for 1996, through September 30) by the Average
Fair Market Value of the Common Stock on the Award Date.
4.2. ELECTIONS.
(a) INITIAL ELECTION FOR REMAINING RETAINER AND MEETING AND
OTHER FEES EARNED DURING 1996. On or before June 30, 1996, each
Eligible Director may make an irrevocable election to defer Meeting
and Other Fees for the last half of 1996,and the remainder of the
Retainer payable for services to be rendered by the Eligible Director
during the last quarter of 1996 in cash or Stock Units.
(b) SUBSEQUENT ELECTIONS.
(1) CASH DEFERRALS. On or before December 31 of each Year
(or, in the case of a person who first becomes an Eligible Director
during the Year, within 30 days after election to office), each
Eligible Director may make an irrevocable election to defer all or
part of the remaining Compensation not otherwise deferred pursuant
to Section 4.1 or 4.2(b)(2)(subject to subsection (c) hereof) payable
for services to be rendered by the Eligible Director during the next
Year (or remainder of the Year, as the case may be), in cash.
(2) STOCK UNITS. On or before June 30 of every third Year,
commencing June 30, 1996 or, after the Transition Period, each Year
(or, in the case of a person who first becomes an Eligible Director
after the applicable June 30, within 30 days after election to
office), each Eligible Director may make an irrevocable election to
defer, in Stock Units, all or part of the remaining Compensation not
otherwise deferred pursuant to Section 4.1 or 4.2(b)(1)(subject to
subsection (c) hereof) payable to the Eligible Director for services
to be rendered during the period commencing on January 1 of the next
Year and ending on (i) the earlier of (A) the last day of the third
full Year after the election is made or (B) the last day of the Year
at least six months after the Transition Period expires or (ii) after
the Transition Period expires, the last day of the next Year, subject
to Section 8.6.
(c) PERMITTED AMOUNTS; ELECTIONS. The portions of the remaining
Retainer and Meeting and Other Fees subject to deferral shall be limited to
increments of 25%, 50%, 75% or 100%. All elections shall be in writing on
forms provided by the Company. If an election
4
<PAGE>
is made under this Section and is not revoked or changed by the end of the
applicable deferral period with respect to the next applicable period, the
election will be deemed a continuing one.
ARTICLE V
DEFERRAL ACCOUNTS
5.1. CASH ACCOUNT. If an Eligible Director has made a cash election
under Section 4.2, the Company shall establish and maintain a Cash Account for
the Eligible Director under this Plan, which Account shall be a memorandum
account on the books of the Company. An Eligible Director's Cash Account shall
be credited as follows:
(a) As of the date the Compensation would have been otherwise
payable, the Company shall credit the Eligible Director's Cash Account with
an amount equal to the portion of the Retainer (in the third and fourth
quarters only) and Meeting and Other Fees so deferred by the Eligible
Director; and
(b) As of the last day of each calendar quarter, the Eligible
Director's Cash Account shall be credited with earnings in an amount equal
to the product of the balance credited to such account as of the last day
of the preceding quarter by an amount equal to one-fourth of the Interest
Rate.
5.2. STOCK UNIT ACCOUNT.
(a) MANDATORY DEFERRALS. Deferrals pursuant to Section 4.1
shall be credited on the applicable Award Date to the Stock Unit Account
of the Eligible Director. The number of Units credited shall be
determined by dividing the dollar amount of the Retainer so deferred and
payable to the Eligible Director by the Average Fair Market Value of a
share of Common Stock as of June 30 of the applicable year.
(b) ELECTIVE DEFERRALS. If an Eligible Director has made a
Stock Unit election under Section 4.2, the Committee shall, as of the end
of the semi-annual period in which such Compensation was earned and would
otherwise be paid, credit the Eligible Director's Stock Unit Account with
an amount of Units determined by dividing the applicable portion of the
Eligible Director's Retainer and Meeting and Other Fees (after crediting
any interest that would have been credited as of such date if such amounts
had been deferred into a Cash Account) by the Fair Market Value of a share
of Common Stock as of the applicable June 30 or December 31.
(c) LIMITATIONS ON RIGHTS ASSOCIATED WITH UNITS. An Eligible
Director's Stock Unit Account shall be a memorandum account on the books
of the Company. The Units credited to an Eligible Director's Stock Unit
Account shall be used solely as a device for the determination of the
number of shares of Common Stock to be eventually distributed to such
Eligible Director in accordance with this Plan. The Units shall not be
treated as property or as a trust fund of any kind. No Eligible Director
shall be entitled to any voting or other stockholder
5
<PAGE>
rights with respect to Units granted or credited under this
Plan. The number of Units credited (and the Common Stock to which
the Eligible Director is entitled under this Plan) shall be subject to
adjustment in accordance with Section 5.6.
5.3. DIVIDEND EQUIVALENT CREDITS TO STOCK UNIT ACCOUNT. As of June
30 or December 31, as the case may be, an Eligible Director's mandatory and any
elective Stock Unit Accounts shall be credited with additional Units in an
amount equal to the amount of the Dividend Equivalents representing dividends
paid during the preceding six months on that number of shares equal to the
aggregate Stock Units in the Participant's Stock Unit Account as of the
preceding December 31 or June 30, as the case may be, divided by the Fair
Market Value of a share of Common Stock as of the applicable June 30 or
December 31, as the case may be.
5.4. IMMEDIATE VESTING AND ACCELERATED CREDITING.
(a) UNITS AND OTHER AMOUNTS VEST IMMEDIATELY. All Units or
other amounts credited to one or more of an Eligible Director's Stock Unit
or Cash Accounts (including any Rollover Account) shall be at all times
fully vested.
(b) ACCELERATION OF CREDITING OF ACCOUNTS. The crediting of the
rights of each Eligible Director in respect of Accounts shall be
accelerated if an Eligible Director ceases to be a member of the Board.
In such case: (1) the amount of cash that would have been credited as the
next quarter end shall be prorated based on the number of full weeks of
service during the applicable period; and (2) the number of Units that
would have been credited to the Eligible Director's Stock Unit Accounts as
of the next June 30 or December 31, as the case may be, shall be prorated
based on the number of full weeks of service during the applicable
period. For these purposes, the Award Date shall be deemed to be the
date of termination of service.
5.5. DISTRIBUTION OF BENEFITS.
(a) COMMENCEMENT OF BENEFIT DISTRIBUTION. Each Eligible Director
shall be entitled to receive a distribution of his or her Accounts upon
his or her termination of service on the Board. Notwithstanding the
foregoing, the distribution of each Eligible Director's Rollover Account
shall be governed by Section 8.8.
(b) MANNER OF DISTRIBUTION. The benefits payable under this Plan
shall be distributed to the Eligible Director (or, in the event of his or
her death, the Eligible Director's Beneficiary) in a lump sum, or, subject
to Sections 8.6 and 8.9, as permitted by this Section 5.5(b). Each
Eligible Director may elect in writing on forms provided by the Company
at the time of making his or her deferral election under Article IV or
(subject to Sections 8.6 and 8.9) at least 12 months in advance of the
date benefits become distributable under Section 5.5(a) to receive a
distribution of his or her benefits in up to five annual installments.
Such installment payments shall commence as of the date benefits become
distributable under Section 5.5(a). Notwithstanding the foregoing, if the
balance remaining in an Eligible Director's Cash Account
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is less than $5,000 or, if the number of Units remaining in the Eligible
Director's Stock Unit Accounts is less than 100, then such remaining
balances shall be distributed in a lump sum.
(c) EFFECT OF CHANGE IN CONTROL EVENT. Notwithstanding Sections
5.5(a) and (b), if a Change in Control Event and a termination of service
has occurred or shall occur, the Eligible Director's Accounts (including
accelerated benefits under Section 5.4(b)) shall be distributed
immediately in a lump sum.
(d) FORM OF DISTRIBUTION. Stock Units credited to an Eligible
Director's Stock Unit Account shall be distributed in an equivalent whole
number of shares of the Company's Common Stock. Fractions shall be
disregarded. Amounts credited to an Eligible Director's Cash Account,
including any Rollover Account, shall be distributed in cash.
5.6. ADJUSTMENTS IN CASE OF CHANGES IN COMMON STOCK. If any stock
dividend, stock split, recapitalization, merger, consolidation, combination or
other reorganization, exchange of shares, sale of all or substantially all of
the assets of the Company, split-up, split-off, spin-off, extraordinary
redemption, liquidation or similar change in capitalization or any distribution
to holders of the Company's Common Stock (other than cash dividends and cash
distributions) shall occur, proportionate and equitable adjustments consistent
with the effect of such event of stockholders generally (but without
duplication of benefits if Dividend Equivalents are credited) shall be made in
the number and type of shares of Common Stock or other securities, property
and/or rights contemplated hereunder and of rights in respect of Units and
Accounts credited under this Plan so as to preserve the benefits intended.
5.7. COMPANY'S RIGHT TO WITHHOLD. The Company shall satisfy any
state or federal income tax withholding obligation arising upon distribution of
an Eligible Director's Accounts by reducing the amount of cash or the number of
shares of Common Stock otherwise deliverable to the Eligible Director, as the
case may be. The appropriate number of shares required to satisfy such tax
withholding obligation in the case of Stock Units will be based on the Fair
Market Value of a share of Common Stock on the day prior to the date of
distribution. If the Company, for any reason, cannot satisfy the withholding
obligation in accordance with the preceding sentence, the Eligible Director
shall pay or provide for payment in cash of the amount of any taxes
which the Company may be required to withhold with respect to the benefits
hereunder.
5.8 STOCKHOLDER APPROVAL. This Plan, and all the elections, actions
and accruals with respect to Stock Units and Dividend Equivalents made prior to
stockholder approval, shall be subject to approval of this Plan by the
stockholders of the Company. Notwithstanding anything else contained herein to
the contrary, if stockholder approval of this Plan is not obtained by December
31, 1996, this Plan and all provisions of and elections under this Plan shall
be deemed rescinded.
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ARTICLE VI
ADMINISTRATION
6.1. THE ADMINISTRATOR. The Committee hereunder shall consist of the
Board or two (2) or more Disinterested Directors appointed from time to time by
the Board to serve at its pleasure. Any member of the Committee may resign by
delivering a written resignation to the Board. Members of the Committee shall
not receive any additional compensation for administration of this Plan.
6.2. COMMITTEE ACTION. A member of the Committee shall not vote or
act upon any matter which relates solely to himself or herself as a Participant
in this Plan. Action of the Committee with respect to the administration of
this Plan shall be taken pursuant to a majority vote or by unanimous written
consent of its members.
6.3. RIGHTS AND DUTIES. Subject to the limitations of this Plan, the
Committee shall be charged with the general administration of this Plan and the
responsibility for carrying out its provisions, and shall have powers necessary
to accomplish those purposes, including, but not by way of limitation, the
following:
(a) To construe and interpret this Plan;
(b) To resolve any questions concerning the amount of benefits
payable to a Participant (except that no member of the Committee shall
participate in a decision relating solely to his or her own benefits);
(c) To make all other determinations required by this Plan;
(d) To maintain all the necessary records for the administration
of this Plan; and
(e) To make and publish forms, rules and procedures for the
administration of this Plan.
The determination of the Committee made in good faith as to any
disputed question or controversy and the Committee's determination of benefits
payable to Eligible Directors shall be conclusive. In performing its duties,
the Committee shall be entitled to rely on information, opinions, reports or
statements prepared or presented by: (i) officers or employees of the Company
whom the Committee believes to be reliable and competent as to such matters;
and (ii) counsel (who may be employees of the Company), independent accountants
and other persons as to matters which the Committee believes to be within such
persons' professional or expert competence. The Committee shall be fully
protected with respect to any action taken or omitted by it in good faith
pursuant to the advice of such persons. The Committee may delegate
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ministerial, bookkeeping and other non-discretionary functions to individuals
who are officers or employees of the Company.
6.4. INDEMNITY AND LIABILITY. All expenses of the Committee shall be
paid by the Company and the Company shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties.
No member of the Committee shall be liable for any act or omission of any other
member of the Committee nor for any act or omission on his or her own part,
excepting only his or her own willful misconduct or gross negligence. To the
extent permitted by law, the Company shall indemnify and save harmless each
member of the Committee against any and all expenses and liabilities arising
out of his or her membership on the Committee, excepting only expenses and
liabilities arising out of his or her own willful misconduct or gross
negligence, as determined by the Board.
ARTICLE VII
PLAN CHANGES AND TERMINATION
7.1 AMENDMENTS. The Board shall have the right to amend this
Plan in whole or in part from time to time or may at any time suspend or
terminate this Plan; PROVIDED, however, that, except as contemplated by Section
5.8, no amendment or termination shall cancel or otherwise adversely affect in
any way, without his or her written consent, any Eligible Director's rights
with respect to Stock Units and Dividend Equivalents credited to his or her
Stock Unit Accounts (assuming solely for such purposes a voluntary termination
of services as of the date of such amendment or termination) or to any amounts
previously credited (or that in such circumstances would be credited) to his or
her Cash Account, including any Rollover Account. Any amendments authorized
hereby shall be stated in an instrument in writing, and all Eligible Directors
shall be bound thereby upon receipt of notice thereof. Notwithstanding the
preceding, the provisions of this Plan that determine the amount, price or
timing of benefits related to Stock Units or Dividend Equivalents 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) promulgated under the Exchange Act.
7.2. TERM. It is the current expectation of the Company that
this Plan shall be continued for a period of 10 years after the Effective
Date, but continuance of this Plan is not assumed as a contractual obligation
of the Company. In the event that the Board of Directors decides to
discontinue or terminate this Plan, it shall notify the Committee and
Participants in this Plan of its action in writing, and this Plan shall be
terminated at the time therein set forth. All Participants shall be bound
thereby. In such event, the then credited benefits of a Participant
(including any
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accelerated benefits under Section 5.4) shall be distributed at the time(s)
and in the manner elected and provided under Section 5.5.
ARTICLE VIII
MISCELLANEOUS
8.1. LIMITATION ON ELIGIBLE DIRECTORS' RIGHTS. Participation in this
Plan shall not give any person the right to continue to serve as a member of
the Board or any rights or interests other than as herein provided. No
Participant shall have any right to any payment or benefit hereunder except to
the extent provided in this Plan. This Plan shall create only a contractual
obligation on the part of the Company as to such amounts and shall not be
construed as creating a trust. This Plan, in and of itself, has no assets.
Participants shall have only the rights of a general unsecured creditor of the
Company with respect to amounts credited and benefits payable, if any, on
their Cash Accounts and rights no greater than the right to receive the Common
Stock (or equivalent value) as a general unsecured creditor.
8.2. BENEFICIARIES.
(a) BENEFICIARY DESIGNATION. Upon forms provided by and
subject to conditions imposed by the Company, each Participant may
designate in writing the Beneficiary or Beneficiaries (as defined in
Section 8.2(b)) whom such Participant desires to receive any amounts
payable under this Plan after his or her death. The Company and the
Committee may rely on the Participant's designation of a Beneficiary or
Beneficiaries last filed in accordance with the terms of this Plan.
(b) DEFINITION OF BENEFICIARY. A Participant's "Beneficiary" or
"Beneficiaries" shall be the person, persons, trust or trusts (or similar
entity) designated by the Participant or, in the absence of a designation,
entitled by will or the laws of descent and distribution to receive the
Participant's benefits under this Plan in the event of the 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.
8.3. BENEFITS NOT ASSIGNABLE; OBLIGATIONS BINDING UPON SUCCESSORS.
Benefits of a Participant under this Plan shall not be assignable or
transferable and any purported transfer, assignment, pledge or other
encumbrance or attachment of any payments or benefits under this Plan, or any
interest therein, other than by operation of law or pursuant to Section 8.2,
shall not be permitted or recognized. Obligations of the Company under this
Plan shall be binding upon successors of the Company.
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8.4. GOVERNING LAW; SEVERABILITY. The validity of this Plan or any
of its provisions shall be construed, administered and governed in all respects
under and by the laws of the State of California. If any provisions of this
instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.
8.5. COMPLIANCE WITH LAWS. This Plan and the offer, issuance and
delivery of shares of Common Stock and/or the payment of money through the
deferral of compensation under this Plan are subject to compliance with all
applicable federal and state laws, rules and regulations (including but not
limited to state and federal securities law) and to such approvals by any
listing, agency or any regulatory or governmental authority as may, in the
opinion of counsel for the Company, 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 Company, provide such assurances and representations to the Company as the
Company may deem necessary or desirable to assure compliance with all
applicable legal requirements.
8.6. PLAN CONSTRUCTION. It is the intent of the Company that this
Plan satisfy and be interpreted in a manner that satisfies the applicable
requirements of Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3") so
that (i) Eligible Directors remain "disinterested" as defined in Rule 16b-3 for
purposes of administering other stock plans of the Company; and (ii) mandatory
deferrals and, to the extent elections are timely made, elective deferrals 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. Any contrary interpretation shall be avoided.
8.7. HEADINGS NOT PART OF PLAN. Headings and subheadings in this
Plan are inserted for reference only and are not to be considered in the
construction of the provisions hereof.
8.8 RELATIONSHIP TO THE 1993 DEFERRED COMPENSATION PLAN. Subject to
Section 5.8, this Plan supersedes in its entirety the 1993 Board of Directors
Deferred Compensation Plan (the "1993 Plan"). As of the date of stockholder
approval of this Plan, accrued balances under the 1993 Plan shall be credited
to a Cash Account under this Plan and such balances shall thereafter be
credited in accordance with the provisions of this Plan. Payout elections
under the 1993 Plan shall be conformed to the nearest equivalent under this
Plan.
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8.9 IRREVOCABILITY OF PAYOUT ELECTIONS. Subject to Section 8.6, a
Participant may, subject to the approval of the Committee, prospectively change
an election under Section 5.5(b) by a subsequent election that will take effect
at least 12 months after the subsequent election is received by the Company if,
in the opinion of Counsel to the Company, the subsequent election would not
adversely effect the disinterested administration of other plans of the Company
or the availability of any exemption available under Rule 16b-3 under the
Exchange Act for other Participants in this Plan or the efficacy of deferrals
under the Code in respect of other Participants in this Plan. The Committee
may, subject to Sections 8.5 and 8.6, permit elections by Participants that
would not qualify for exemption under Section 16(b) of the Exchange Act, so
long as the disinterested administration of other stock plans of the Company
for purposes of Rule 16b-3 is not compromised and the availability of any
exemption thereunder for other directors under this Plan is not compromised.
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GOODSILL ANDERSON QUINN & STIFEL
Attorneys at Law
Alii Place, Suite 1800, 1099 Alakea Street
Honolulu, Hawaii 96813
Mail Address: P.O. Box 3196
Honolulu, Hawaii 96801
Telephone (808) 547-5600 Fax (808) 547-5880
June 26, 1996
Dole Food Company, Inc.
31355 Oak Crest Drive
Westlake Village, California 91359-5132
Re: Registration on Form S-8 of
Dole Food Company, Inc. (the "Company")
1996 Non-Employee Directors Deferred Stock
and Cash Compensation Plan
Ladies and Gentlemen:
You have advised us that in connection with the 1996
Non-Employee Directors Deferred Stock and Cash Compensation Plan
of Dole Food Company, Inc. (the "Plan") you propose to file a
Registration Statement on Form S-8 with the Securities and
Exchange Commission for the registration under the Securities
Act of 1933, as amended, of 100,000 shares of Common Stock, no
par value of the Company (the "Shares"). We have examined the
proceedings heretofore taken and to be taken in connection with
the authorization of the Plan and the Common Stock that may be
issued pursuant to and in accordance with the Plan.
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 duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization and appropriate action
as contemplated thereby and by the Plan and related agreements,
the Shares will be validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit
to the Registration Statement.
Respectfully submitted,
/s/ Goodsill Anderson Quinn & Stifel
Goodsill Anderson Quinn & Stifel
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Dole Food Company, Inc.
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 pertaining to the Dole Food Company, Inc. Non-Employee
Directors Deferred Stock and Cash Compensation Plan, of our report
dated February 5, 1996 included in the Dole Food Company, Inc.
Annual Report on Form 10-K for the fiscal year ended
December 30, 1995, relating to the balance sheets of Dole
Food Company, Inc. as of December 30, 1995 and December 31,
1994, and the related statements of operations and cash flow
for the years ended December 30, 1995, December 31, 1994 and
January 1, 1994, and the related schedules and to all references
to our Firm included in this Registration Statement and related
Prospectus.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
June 27, 1996
