<PAGE>
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 8, 1996 was $39.25 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 15, 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.................................................... $ 39.25 $ 0.883 $ 38.367
Total(3)..................................................... $ 98,125,000 $ 2,207,500 $ 95,917,500
</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 $112,843,750, $2,538,625 and $110,305,125, 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
14, 1996, against payment therefor in immediately available funds.
GOLDMAN, SACHS & CO.
---------
The date of this Prospectus is August 8, 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 OR
THE AUTOMATIC COMMON EXCHANGE SECURITIES AT LEVELS ABOVE THOSE THAT 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 2,872,452
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 $0.52 per share. Goldman Sachs may allow, and such dealers may
reallow, a concession not in excess of $0.10 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; provided, however, that to the extent that the Selling Shareholder
borrows under a margin loan (which loan shall not be in excess of $25,000,000)
the foregoing restriction shall not apply to those shares of Common Stock that
are pledged by the Selling Shareholder as collateral for such margin loan,
provided, further, that the foregoing restriction shall not apply to the pledges
of Common Stock as collateral pursuant to any margin loans existing on the date
of this Prospectus.
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 2,872,452 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 a
separate prospectus for such offering. 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>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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>
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 15, 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 8, 1996 was $39.25 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 8, 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 OR
THE AUTOMATIC COMMON EXCHANGE SECURITIES AT LEVELS ABOVE THOSE THAT 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.
A-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 2,872,452
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>
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(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.
A-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
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<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.
A-5
<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.
A-6
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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.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information....................................... A-2
Incorporation of Certain Documents by Reference............. A-2
The Company................................................. A-3
Use of Proceeds............................................. A-3
Selling Shareholder......................................... A-3
Description of Capital Stock................................ A-4
Plan of Distribution........................................ A-6
Trust Prospectus............................................ A-6
Experts..................................................... A-6
Validity of Shares.......................................... A-6
</TABLE>
2,500,000 SHARES
DOLE FOOD
COMPANY, INC.
COMMON STOCK
(NO PAR VALUE)
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PROSPECTUS
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GOLDMAN, SACHS & CO.
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