<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
DOLE FOOD COMPANY, INC.
(Exact name of Registrant as specified in its charter)
--------------------------
<TABLE>
<S> <C>
HAWAII 99-0035300
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
</TABLE>
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(818) 879-6600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------
EDWARD A. LANG, III
VICE PRESIDENT & TREASURER
DOLE FOOD COMPANY, INC.
31365 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(818) 879-6600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPY TO:
RICHARD A. BOEHMER ESQ.
O'MELVENY & MYERS LLP
400 S. HOPE STREET
LOS ANGELES, CALIFORNIA 90071
(213) 430-6643
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED BY
MARKET CONDITIONS.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
As permitted by Rule 429, the Prospectus included in this Registration
Statement also relates to Registrant's Registration Statement No. 33-64984 on
Form S-3.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Debt Securities(1).............................. $400,000,000 100% $400,000,000 $118,000(2)
</TABLE>
(1) In United States dollars or the equivalent thereof in one or more foreign
currencies. Such amount represents the principal amount of Debt Securities
(which may be senior, senior subordinated or subordinated) or the issue
price rather than the principal amount if issued at an original issue
discount.
(2) Calculated pursuant to Rule 457(o) under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED AUGUST 18, 1998
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS
DOLE FOOD COMPANY, INC.
DEBT SECURITIES
------------------
Dole Food Company, Inc. (the "Company") may offer from time to time, in one
or more series, its unsecured senior debt securities (the "Senior Debt
Securities"), its unsecured senior subordinated debt securities (the "Senior
Subordinated Debt Securities"), and its unsecured subordinated debt securities
(the "Subordinated Debt Securities" and with the Senior Debt Securities and
Senior Subordinated Debt Securities, being collectively referred to as the "Debt
Securities"). Debt Securities will have a maximum aggregate offering price of
$500,000,000 or an equivalent amount in U.S. dollars if the Debt Securities are
denominated in a currency other than U.S. dollars or in currency units, and will
be offered on terms to be determined at the time of offering.
The specific title, the aggregate principal amount, the purchase price, the
maturity, the rate (or method of calculation) and time of payment of interest,
if any, any redemption or sinking fund provisions, any conversion provisions,
any covenants and any other specific terms of the Debt Securities will be set
forth in the accompanying supplement to this Prospectus (the "Prospectus
Supplement"). The Prospectus Supplement will also disclose whether the Debt
Securities will be listed on a national securities exchange and if they are not
to be listed, the possible effects thereof on their marketability.
Debt Securities may be sold directly, through agents from time to time or
through underwriters and/or dealers. If any agent of the Company or any
underwriter is involved in the sale of the Debt Securities, the name of such
agent or underwriter and any applicable commission or discount will be set forth
in the accompanying Prospectus Supplement. See "Plan of Distribution."
The Senior Debt Securities, if issued, will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The Senior
Subordinated Debt Securities, if issued, will be unsecured and subordinated to
all present and future Senior Indebtedness (as defined) of the Company but will
be senior to any Subordinated Debt Securities, if issued. The Subordinated Debt
Securities, if issued, will be unsecured and subordinated to all present and
future Senior Indebtedness of the Company and to any Senior Subordinated Debt
Securities, if issued. See "Description of Debt Securities."
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 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 can be
inspected and copied at Room 1024 of the offices of the Commission, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and should be available
for inspection and copying at the regional offices of the Commission located at
Seven World Trade Center 13th Floor, New York, New York 10048 and Suite 1400,
Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661. Reports,
proxy materials and other information concerning the Company may also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005 and at the offices of the Pacific Stock Exchange, 115
Sansome Street, Suite 1104, San Francisco, California 94104. In addition, the
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy and other information regarding companies, including the Company, that
file electronically with the Commission.
This Prospectus does not contain all the information set forth in the
Registration Statement and exhibits thereto which the Company has filed with the
Commission under the Securities Act of 1933, and reference is hereby made to
such Registration Statement, including the exhibits thereto.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are incorporated herein by reference the following documents of the
Company filed with the Commission: (1) Annual Report on Form 10-K for the fiscal
year ended January 3, 1998; (2) Quarterly Report on Form 10-Q for the quarter
ended March 28, 1998; (3) Quarterly Report on Form 10-Q for the quarter ended
June 20, 1998; and (4) all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this Prospectus and prior to the termination of the offering of the
Debt Securities.
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,
in a Prospectus Supplement or in any subsequently filed document which is
incorporated by reference herein modifies or supersedes such statements. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial holder, to whom a copy of this Prospectus is delivered, upon the
written notice or oral request of any such person, a copy of any or all the
foregoing documents incorporated by reference herein, including exhibits
specifically incorporated by reference in such documents but excluding all other
exhibits to such documents. Requests should be made to the Corporate Secretary
of the Company at 31365 Oak Crest Drive, Westlake Village, California 91361,
telephone number (818) 879-6600.
2
<PAGE>
THE COMPANY
The Company is engaged in the worldwide sourcing, growing, processing,
distributing and marketing of high quality, branded fresh produce and packaged
foods. The Company provides retail and institutional customers and other food
product companies with high quality products which are produced and improved
through research, agricultural assistance and advanced harvesting, processing,
packing, cooling, shipping and marketing techniques and which bear the
DOLE-Registered Trademark- trademarks.
The Company is one of the world's largest producers of bananas and fresh and
processed pineapples. The Company is a major marketer of citrus and deciduous
fruit and table grapes worldwide and an industry leader in iceberg lettuce,
celery, cauliflower and broccoli and in fresh-cut salads and pre-cut vegetables.
The Company is also a leading provider of fresh cut flowers in North America.
The Company was founded in Hawaii in 1851 and was incorporated under the
laws of Hawaii in 1894. The Company's principal executive offices are located at
31365 Oak Crest Drive, Westlake Village, California 91361, telephone (818)
879-6600.
USE OF PROCEEDS
Except as otherwise provided in the Prospectus Supplement, the net proceeds
from the sale of Debt Securities offered hereby will be used for general
corporate purposes, which may include the reduction of outstanding indebtedness,
working capital increases, capital expenditures and acquisitions.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company for each of the periods indicated. Earnings consist of income from
continuing operations before income taxes and fixed charges. Fixed charges
consist of interest expense, amortization of debt expense and discounts and one-
third of rental expense, which approximates the interest factor of such rental
expense.
<TABLE>
<CAPTION>
SIX MONTHS ENDED FISCAL YEAR ENDED
- ------------------------ ---------------------------------------------------------------------------
JUNE 20, JUNE 14, JANUARY 3, DECEMBER 28, DECEMBER 30, DECEMBER 31, JANUARY 1,
1998 1997 1998 1996(1) 1995(1) 1994 1994
- ----------- ----------- ----------- --------------- --------------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
3.21x 3.27x 2.56x 1.89x 2.35x 1.59x 1.57x
</TABLE>
- ------------------------
(1) During the fiscal year ended December 28, 1996, the Company recorded a $50.0
million pretax restructuring charge related to its dried fruit and nut
business. During the fiscal year ended December 30, 1995, the Company
recorded a $61.7 million net pretax gain on the sale of the Company's
beverage business. Excluding these non-recurring items, the ratio of
earnings to fixed charges for the fiscal years ended December 28, 1996 and
December 30, 1995 would have been 2.30x and 1.88x, respectively.
3
<PAGE>
DESCRIPTION OF DEBT SECURITIES
Senior Debt Securities may be issued from time to time in series under an
Indenture, dated as of July 15, 1993 (the "Senior Indenture"), between the
Company and Chase Manhattan Bank and Trust Company, National Association
(formerly Chemical Trust Company of California), as trustee (the "Senior
Trustee"). The Senior Indenture is incorporated by reference in the Registration
Statement of which this Prospectus is a part. Senior Subordinated Debt
Securities may be issued from time to time in series under an indenture (the
"Senior Subordinated Indenture") between the Company and a trustee to be
identified in the applicable Prospectus Supplement (the "Senior Subordinated
Trustee"). The Senior Subordinated Indenture will be filed as an exhibit to or
incorporated by reference in the Registration Statement of which this Prospectus
is a part. Subordinated Debt Securities may be issued from time to time in
series under an indenture (the "Subordinated Indenture") between the Company and
a trustee to be identified in the applicable Prospectus Supplement (the
"Subordinated Trustee"). The Subordinated Indenture will be filed as an exhibit
to or incorporated by reference in the Registration Statement of which this
Prospectus is a part. The Senior Indenture, the Senior Subordinated Indenture
and the Subordinated Indenture are sometimes referred to collectively as the
"Indentures," and the Senior Trustee, the Senior Subordinated Trustee and the
Subordinated Trustee are sometimes referred to collectively as the "Trustees."
As used under this caption, unless the context otherwise requires, Offered Debt
Securities shall mean the Debt Securities offered by this Prospectus and the
accompanying Prospectus Supplement. The statements under this caption are brief
summaries of certain provisions contained in the Indentures, do not purport to
be complete and are qualified in their entirety by reference to the Indentures,
including the definition therein of certain terms, copies of which are included
or incorporated by reference as exhibits to the Registration Statement of which
this Prospectus is a part. Capitalized terms used herein and not defined shall
have the meanings assigned to them in the relevant Indentures. The following
sets forth certain general terms and provisions of the Debt Securities. Further
terms of the Offered Debt Securities will be set forth in the Prospectus
Supplement.
GENERAL
Each Indenture provides for the issuance of Debt Securities in series, and
does not limit the principal amount of Debt Securities which may be issued
thereunder.
The applicable Prospectus Supplement or Prospectus Supplements will describe
the following terms of the series of Offered Debt Securities in respect of which
this Prospectus is being delivered: (1) the title of the Offered Debt
Securities; (2) whether the Offered Debt Securities are Senior Debt Securities,
Senior Subordinated Debt Securities or Subordinated Debt Securities; (3) any
limit on the aggregate principal amount of the Offered Debt Securities; (4)
whether any of the Offered Debt Securities are to be issuable in bearer form or
permanent global form and, if so, the terms and conditions, if any, upon which
interests in such Offered Debt Securities in bearer form or global form may be
exchanged, in whole or in part, for the Offered Debt Securities represented
thereby; (5) the person to whom any interest on any Offered Debt Security of the
series shall be payable if other than the person in whose name the Offered Debt
Security is registered on the Regular Record Date; (6) the date or dates on
which the Offered Debt Securities will mature; (7) the rate or rates at which
the Offered Debt Securities will bear interest, if any; (8) the date or dates
from which any such interest will accrue, the Interest Payment Dates on which
any such interest on the Offered Debt Securities will be payable and the Regular
Record Date for any interest payable on any Interest Payment Date; (9) each
office or agency where the principal of, premium (if any) and interest on the
Offered Debt Securities will be payable; (10) the period or periods within
which, the events upon the occurrence of which, and the price or prices at
which, the Offered Debt Securities may, pursuant to any optional or mandatory
provisions, be redeemed or purchased, in whole or in part, by the Company and
any terms and conditions relevant thereto; (11) the obligation of the Company,
if any, to redeem or repurchase the Offered Debt Securities at the option of the
Holders; (12) the denominations in which any Offered Debt Securities will be
issuable, if other than denominations of $1,000 and any integral multiple
thereof;
4
<PAGE>
(13) the currency or currencies, including composite currencies, of payment of
principal of and any premium and interest on the Offered Debt Securities if
other than U.S. dollars; (14) any index or formula used to determine the amount
of payments of principal of and any premium and interest on the Offered Debt
Securities; (15) if other than the principal amount thereof, the portion of the
principal amount of the Offered Debt Securities of the series which will be
payable upon declaration of the acceleration of the Maturity thereof; (16) any
provisions relating to the conversion or exchange of the Offered Debt Securities
into Debt Securities of another series; (17) any Events of Default with respect
to the Offered Debt Securities, if not otherwise set forth under "Events of
Default"; (18) any material covenants with respect to the Offered Debt
Securities; (19) the applicability of the provisions described under
"Defeasance"; and (20) any other terms of the Offered Debt Securities not
inconsistent with the provisions of the applicable Indenture.
Debt Securities may be issued at a discount from their principal amount.
Federal income tax considerations and other special considerations applicable to
any such Original Issue Discount Securities will be described in the applicable
Prospectus Supplement.
Debt Securities may be issued in bearer form, with or without coupons.
Federal income tax considerations and other special considerations applicable to
bearer securities will be described in the applicable Prospectus Supplement.
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units or if the
principal of or any premium or interest on any series of Debt Securities is
payable in a foreign currency or currencies or a foreign currency unit or units,
the restrictions, elections, general tax considerations, specific terms and
other information with respect to such issue of Debt Securities and such foreign
currency or currencies or foreign currency unit or units will be set forth in
the applicable Prospectus Supplement.
Unless otherwise indicated in this Prospectus or the Prospectus Supplement,
the Debt Securities will not have the benefit of any covenants that limit or
restrict the Company's business or operations, the pledging of the Company's
assets or the incurrence of indebtedness by the Company.
STATUS OF DEBT SECURITIES
The Senior Debt Securities will be unsecured and unsubordinated obligations
of the Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company.
The obligations of the Company pursuant to Senior Subordinated Debt
Securities will be subordinate in right of payment to all Senior Indebtedness of
the Company. "Senior Indebtedness" of the Company is defined to mean the
principal of, and premium, if any, and interest (including interest accruing
subsequent to the commencement of any proceeding for the bankruptcy or
reorganization of the Company under any applicable bankruptcy, insolvency or
similar law now or hereafter in effect) on (a) all indebtedness of the Company
whether heretofore or hereafter incurred (i) for borrowed money or (ii) incurred
in connection with the acquisition by the Company or a subsidiary of assets
other than in the ordinary course of business, for the payment of which the
Company is liable directly or indirectly by guarantee, letter of credit,
obligation to purchase or acquire or otherwise, or the payment of which is
secured by a lien, charge or encumbrance on assets acquired by the Company, (b)
amendments, modifications, renewals, extensions and deferrals of any such
indebtedness, and (c) any indebtedness issued in exchange for any such
indebtedness (clauses (a) through (c) hereof being collectively referred to
herein as "Debt"); provided, however, that the following will not constitute
Senior Indebtedness with respect to Senior Subordinated Debt Securities: (1) any
Debt as to which, in the instrument evidencing such Debt or pursuant to which
such Debt was issued, it is expressly provided that such Debt is subordinate in
right of payment to all Debt of the Company not expressly subordinated to such
Debt; (2) any Debt which by its terms refers explicitly to the Senior
Subordinated Debt Securities and states that such Debt shall not be senior in
right of payment; and (3) any Debt of the Company in respect of the Senior
Subordinated Debt Securities or any
5
<PAGE>
Subordinated Debt Securities. The Company will not issue Debt which is
subordinated in right of payment to any other Debt of the Company and which is
not expressly made pari passu with, or subordinate and junior in right of
payment to, the Senior Subordinated Debt Securities.
The obligations of the Company pursuant to Subordinated Debt Securities will
be subordinate in right of payment to all Senior Indebtedness of the Company and
to any Senior Subordinated Debt Securities; provided, however, that the
following will not constitute Senior Indebtedness with respect to Subordinated
Debt Securities: (1) any Debt as to which, in the instrument evidencing such
Debt or pursuant to which such Debt was issued, it is expressly provided that
such Debt is subordinate in right of payment to all Debt of the Company not
expressly subordinated to such Debt; and (2) any Debt of the Company in respect
of Subordinated Debt Securities and any Debt which by its terms refers
explicitly to the Subordinated Debt Securities and states that such Debt shall
not be senior in right of payment.
Neither the Senior Subordinated Indenture nor the Subordinated Indenture
contains any limitation on the amount of Senior Indebtedness which may be
hereafter incurred by the Company.
No payment pursuant to the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, as the case may be, may be made unless all amounts
of principal, premium, if any, and interest then due on all applicable Senior
Indebtedness of the Company shall have been paid in full or if there shall have
occurred and be continuing beyond any applicable grace period a default in any
payment with respect to any such Senior Indebtedness, or if there shall have
occurred any event of default with respect to any such Senior Indebtedness
permitting the holders thereof to accelerate the maturity thereof, or if any
judicial proceeding shall be pending with respect to any such default. However,
the Company may make payments pursuant to the Senior Subordinated Debt
Securities or the Subordinated Debt Securities, as the case may be, if a default
in payment or an event of default with respect to the Senior Indebtedness
permitting the holder thereof to accelerate the maturity thereof has occurred
and is continuing and judicial proceedings with respect thereto have not been
commenced within 150 days of such default in payment or event of default.
Upon any distribution of the assets of the Company upon dissolution,
winding-up, liquidation or reorganization, the holders of Senior Indebtedness of
the Company will be entitled to receive payment in full of principal, premium,
if any, and interest (including interest accruing subsequent to the commencement
of any proceeding for the bankruptcy or reorganization of the Company under any
applicable bankruptcy, insolvency or similar law now or hereafter in effect)
before any payment is made on the Senior Subordinated Debt Securities or
Subordinated Debt Securities, as applicable. By reason of such subordination, in
the event of insolvency of the Company, holders of Senior Indebtedness of the
Company may receive more, ratably, and holders of the Senior Subordinated Debt
Securities or Subordinated Debt Securities, as applicable, having a claim
pursuant to the Senior Subordinated Debt Securities or Subordinated Debt
Securities, as applicable, may receive less, ratably, than the other creditors
of the Company. Such subordination will not prevent the occurrence of any Event
of Default in respect of the Senior Subordinated Debt Securities or the
Subordinated Debt Securities.
CONVERSION RIGHTS
The terms, if any, on which Debt Securities of a series may be exchanged for
or converted into Debt Securities of another series will be set forth in the
Prospectus Supplement relating thereto.
EXCHANGE, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise specified in the applicable Prospectus Supplement, payment
of principal, premium, if any, and interest on the Debt Securities will be
payable, and the exchange of and the transfer of Debt Securities will be
registerable, at the office or agency of the Company maintained for such purpose
in New York, New York and at any other office or agency maintained for such
purpose. Unless otherwise indicated in the applicable Prospectus Supplement, the
Debt Securities will be issued in denominations of $1,000 or
6
<PAGE>
integral multiples thereof. No service charge will be made for any registration
of transfer or exchange of the Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection therewith.
All moneys paid by the Company to a Paying Agent for the payment of
principal of and any premium or interest on any Debt Security which remain
unclaimed for two years after such principal, premium or interest has become due
and payable may be repaid to the Company and thereafter the Holder of such Debt
Security may look only to the Company for payment thereof.
BOOK-ENTRY DEBT SECURITIES
The Debt Securities of a series may be issued in the form of one or more
Global Securities that will be deposited with a Depositary or its nominee
identified in the applicable Prospectus Supplement. In such a case, one or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of Outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. Each Global Security will be deposited with such Depositary or
nominee or a custodian therefor and will bear a legend regarding the
restrictions on exchanges and registration of transfer thereof referred to below
and any such other matters as may be provided for pursuant to the applicable
Indenture.
Notwithstanding any provision of the applicable Indenture or any Debt
Security described herein, no Global Security may be transferred to, or
registered or exchanged for Debt Securities registered in the name of, any
Person other than the Depositary for such Global Security or any nominee of such
Depositary, and no such transfer may be registered, unless (i) the Depositary
has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Security or has ceased to be qualified to act as such
as required by the applicable Indenture, (ii) the Company executes and delivers
to the Trustee a Company Order that such Global Security shall be so
transferable, registrable and exchangeable, or (iii) there shall exist such
circumstances, if any, as may be described in the applicable Prospectus
Supplement. All Debt Securities issued in exchange for a Global Security or any
portion thereof will be registered in such names as the Depositary may direct.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the applicable Prospectus Supplement. The Company expects that the
following provisions will apply to depositary arrangements.
Unless otherwise specified in the applicable Prospectus Supplement, Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. Upon the issuance of such Global
Security, and the deposit of such Global Security with or on behalf of the
Depositary for such Global Security, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Debt Securities represented by such Global Security to the accounts of
institutions that have accounts with such Depositary or its nominee
("participants"). The accounts to be credited will be designated by the
underwriters or agents of such Debt Securities or by the Company, if such Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests in such Global Security will be limited to participants or Persons
that may hold interests through participants. Ownership of beneficial interests
by participants in such Global Security will be shown on, and the transfer of
that ownership interest will be effected only through, records maintained by the
Depositary or its nominee for such Global Security. Ownership of beneficial
interests in such Global Security by Persons that hold through participants will
be shown on, and the transfer of that ownership interest within such participant
will be effected only through, records maintained by such participant. The laws
of some jurisdictions require that certain purchasers of securities take
physical delivery of such securities in certificated form. The foregoing
limitations and such laws may impair the ability to transfer beneficial interest
in such Global Securities.
7
<PAGE>
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
applicable Indenture. Unless otherwise specified in the applicable Prospectus
Supplement, owners of beneficial interests in such Global Security will not be
entitled to have Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in certificated form and
will not be considered the Holders thereof for any purpose under the applicable
Indenture. Accordingly, each Person owning a beneficial interest in such Global
Security must rely on the procedures of the Depositary and, if such Person is
not a participant, on the procedures of the participant through which such
Person owns its interest, to exercise any rights of a Holder under the
applicable Indenture. The Company understands that under existing industry
practices, if the Company requests any action of Holders or an owner of a
beneficial interest in such Global Security desires to give any notice or take
any action a Holder is entitled to give or take under the applicable Indenture,
the Depositary would authorize the participants to give such notice or take such
action, and participants would authorize beneficial owners owning through such
participants to give such notice or take such action or would otherwise act upon
the instructions of beneficial owners owning through them.
Principal of and any premium and interest on a Global Security will be
payable in the manner described in the applicable Prospectus Supplement.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company, without the consent of any Holders of Outstanding Debt
Securities, may consolidate with or merger into, or transfer or lease its assets
substantially as an entirety to, any Person, and any other Person may
consolidate with or merge into, or transfer or lease its assets substantially as
an entirety to, the Company, provided (a) that the Person (if other than the
Company) formed by such consolidation or into which the Company is merged or
which acquires or leases the assets of the Company substantially as an entirety
is a person organized and existing under the laws of any United States
jurisdiction and assumes the Company's obligations on the Debt Securities and
under the Indentures, (b) that after giving effect to such transaction no Event
of Default, and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be continuing, and (c) that
certain other conditions are met.
COVENANTS OF THE COMPANY
The applicable Prospectus Supplement will describe any material covenants in
respect of a series of Offered Debt Securities. Other than the covenants of the
Company included in the Indentures as described above or as described in the
applicable Prospectus Supplement, there are no covenants or provisions in the
Indentures that may afford Holders protection in the event of a highly leveraged
transaction or leveraged buyout involving the Company.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable Prospectus Supplement, the
following are Events of Default under each of the Indentures with respect to
Debt Securities of any series: (a) failure to pay principal of or premium, if
any, on any Debt Security of that series when due; (b) failure to pay any
interest on any Debt Security of that series when due, continued for 30 days;
(c) failure to make any sinking fund payment, when due, in respect of any Debt
Security of that series; (d) failure to perform any other covenant of the
Company in the applicable Indenture (other than a covenant included in such
Indenture solely for the benefit of a series of Debt Securities other than that
series), continued for 60 days after written notice by the Trustee or Holders of
at least 25% in principal amount of the Outstanding Debt Securities of that
series as provided in such Indenture; (e) a default under any evidence of
indebtedness for money borrowed by the Company or a Restricted Subsidiary
(including a default with respect to Debt Securities of any other series) in an
individual principal amount outstanding of at least $25,000,000 or
8
<PAGE>
under any instrument under which there may be issued or by which there may be
secured or evidenced any indebtedness for money borrowed by the Company or a
Restricted Subsidiary (including the Indentures) in an individual principal
amount outstanding of at least $25,000,000, whether such indebtedness exists as
of the date of the applicable Indenture or is thereafter created, which default
results in the acceleration of such indebtedness without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled,
within 10 business days after written notice to the Company by the Trustee or by
the Holders of at least 25% in principal amount of the Outstanding Debt
Securities of such series as provided in the applicable Indenture; (f) certain
events of bankruptcy, insolvency or reorganization; and (g) any other Event of
Default provided with respect to Debt Securities of that series. If an Event of
Default with respect to Outstanding Debt Securities of any series shall occur
and be continuing, either the Trustee or the Holders of at least 25% in
principal amount of the Outstanding Debt Securities of that series by notice as
provided in the applicable Indenture may declare the principal amount (or, if
the Debt Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms of that series)
of all Debt Securities of that series to be due and payable immediately.
However, at any time after a declaration of acceleration with respect to Debt
Securities of any series has been made, but before a judgment or decree based on
such acceleration has been obtained, the Holders of a majority in principal
amount of the Outstanding Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration. For information as to waiver
of defaults, see "Modification and Waiver" below.
Each of the Indentures provides that, subject to the duty of the Trustee
during an Event of Default to act with the required standard of care, the
Trustee will be under no obligation to exercise any of its rights or powers
under the applicable Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee reasonable
security or indemnity. Subject to certain provisions, including those requiring
security or indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Debt Securities of that series.
The Company will be required to furnish to the Trustee under each Indenture
annually a statement as to the performance by the Company of its obligations
under that Indenture and as to any default in such performance.
MODIFICATION AND WAIVER
The Company and the applicable Trustee may, without the consent of any
Holders, modify or amend each of the Indentures to, among other things, (i)
evidence the succession of another Person to the Company and the assumption by
the successor of the covenants of the Company in the applicable Indenture; (ii)
add covenants for the benefit of any series of Debt Securities or to surrender
any rights or powers conferred on the Company by the applicable Indenture; (iii)
add any additional Events of Default; (iv) add to, change or eliminate any of
the provisions of the applicable Indenture with respect to series of Debt
Securities issued after such addition, deletion or change; and (v) cure any
ambiguity, correct or supplement any provision of the applicable Indenture which
may be inconsistent with other provisions of that Indenture or make any other
provisions with respect to matters or questions arising under that Indenture,
provided that such action does not adversely affect the interests of the Holders
of any series of Outstanding Debt Securities in any material respect.
Other modifications and amendments of each of the Indentures may be made by
the Company and the applicable Trustee with the consent of the Holders of not
less than a majority in principal amount of the Outstanding Debt Securities of
each series affected thereby, PROVIDED, HOWEVER, that no such modification or
amendment may, without the consent of the Holder of each Outstanding Debt
Security affected thereby; (a) change the Stated Maturity of the principal of,
or any installment of principal of, or interest on, any Debt Security, (b)
reduce the principal amount of, the rate of interest on, or the premium, if any,
9
<PAGE>
payable upon the redemption of, any Debt Security, (c) reduce the amount of
principal of an Original Issue Discount Security payable upon acceleration of
the Maturity thereof; (d) change the place or currency of payment of principal
of, or premium, if any, or interest on any Debt Security; (e) impair the right
to institute suit for the enforcement of any payment on or with respect to any
Debt Security on or after the State Maturity or Redemption Date thereof; or (f)
reduce the percentage in principal amount of Outstanding Debt Securities of any
series, the consent of the Holders of which is required for modification or
amendment of the Indenture or for waiver of compliance with certain provisions
of the Indenture or for waiver of certain defaults.
The Holders of at least a majority in principal amount of the Outstanding
Debt Securities of any series may, on behalf of the Holders of all Debt
Securities of that series, waive, insofar as that series is concerned,
compliance by the Company with certain covenants of the relevant Indenture. The
Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series may, on behalf of the Holders of all Debt Securities of
that series, waive any past default under the relevant Indenture with respect to
that series, except a default in the payment of the principal of, or premium, if
any, or interest on, any Debt Security of that series or in respect of a
provision which under such Indenture cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Security of that series affected.
DEFEASANCE
Unless otherwise specified in the applicable Prospectus Supplement with
respect to the Debt Securities of a series, the Company at its option, (i) will
be discharged from any and all obligations in respect of the Debt Securities of
such series (except for certain obligations to register the transfer or exchange
of Debt Securities of such series, to replace destroyed, stolen, lost or
mutilated Debt Securities of such series, and to maintain Paying Agents and hold
moneys for payment in trust) or (ii) need not comply with certain covenants
specified in the applicable Prospectus Supplement with respect to the Debt
Securities of that series, and the occurrence of an event described in clause
(d) under "Events of Default" above with respect to any defeased covenant and
clauses (e) and (g) of the "Events of Default" above shall no longer be an Event
of Default if, in either case, the Company deposits with the Trustee, in trust,
money or US. Government Obligations that through the payment of interest thereon
and principal thereof in accordance with their terms will provide money in an
amount sufficient to pay all the principal of (and premium, if any) and any
interest on the Debt Securities of such series on the dates such payments are
due (which may include one or more redemption dates designated by the Company)
in accordance with the terms of such Debt Securities. Such a trust may only be
established if, among other things, (a) no Event of Default or event which with
the giving of notice or lapse of time, or both, would become an Event of Default
under the relevant Indenture shall have occurred and be continuing on the date
of such deposit, (b) no Event of Default described under clause (f) under
"Events of Default" above or event which with the giving of notice or lapse of
time, or both, would become an Event of Default described under such clause (f)
shall have occurred and be continuing at any time during the period ending on
the 91st day following such date of deposit, and (c) the Company shall have
delivered an Opinion of Counsel to the effect that the Holders of the Debt
Securities will not recognize gain or loss for Federal income tax purposes as a
result of such deposit or defeasance and will be subject to Federal income tax
in the same manner as if such defeasance had not ocurred. In the event the
Company omits to comply with its remaining obligations under an Indenture after
a defeasance of the Indenture with respect to the Debt Securities of any series
as described under clause (ii) above and the Debt Securities of such series are
declared due and payable because of the occurrence of any undefeased Event of
Default, the amount of money and U.S. Government Obligations on deposit with the
Trustee may be insufficient to pay amounts due on the Debt Securities of such
series at the time of the acceleration resulting from such Event of Default.
However, the Company will remain liable in respect of such payments.
10
<PAGE>
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
REGARDING THE TRUSTEES
The Indentures contain certain limitations on the right of the Trustees,
should they become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize for their own account on certain property received
in respect of any such claim as security or otherwise. The Trustees will be
permitted to engage in certain other transactions; however, if they acquire any
conflicting interest and there is a default under the Debt Securities, they must
eliminate such conflict or resign.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities to one or more underwriters for
public offering and sale by them or may sell the Debt Securities to investors
directly or through agents. Any such underwriter or agent involved in the offer
and sale of Debt Securities will be named in the applicable Prospectus
Supplement. The Company has reserved the right to sell Debt Securities directly
to investors on its own behalf in those jurisdictions where and in such manner
as it is authorized to do so.
Underwriters may offer and sell Debt Securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The Company
also may offer and sell Debt Securities in exchange for one or more of its
outstanding issues of Debt Securities or other securities. The Company also may,
from time to time, authorize dealers, acting as the Company's agents, to offer
and sell Debt Securities upon the terms and conditions as are set forth in the
applicable Prospectus Supplement. In connection with the sale of Debt
Securities, underwriters may receive compensation from the Company in the form
of underwriting discounts or commissions and may also receive commissions from
purchasers of the Debt Securities for whom they may act as agent. Underwriters
may sell Debt Securities to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agent.
Any underwriting compensation paid by the Company to underwriters or agents
in connection with the offering of Debt Securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable Prospectus Supplement. Dealers and agents
participating in the distribution of Debt Securities may be deemed to be
underwriters, and any discounts and commissions received by them and any profit
realized by them on resale of the Debt Securities may be deemed to be
underwriting discounts and commissions. Underwriters, dealers and agents may be
entitled, under agreements entered into with the Company, to indemnification
against and contribution toward certain civil liabilities, including liabilities
under the Securities Act of 1933, as amended.
Debt Securities may also be offered and sold, if so indicated in the
Prospectus Supplement, in connection with a remarketing upon their purchase, in
accordance with a redemption or repayment pursuant to their terms, or otherwise,
by one or more firms ("remarketing firms"), acting a principals for their own
accounts or as agents for the Company. Any remarketing firm will be identified
and the terms of its agreement, if any, with the Company and its compensation
will be described in the applicable Prospectus Supplement. Remarketing firms may
be deemed to be underwriters in connection with the Debt Securities remarketed
thereby. Remarketing firms may be entitled under agreements which may be entered
into with the Company to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act of 1933, as amended,
and may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
11
<PAGE>
If so indicated in the Prospectus Supplement, the Company will authorize
dealers acting as the Company's agents to solicit offers by certain institutions
to purchase the Debt Securities from the Company at the public offering price
set forth in the applicable Prospectus Supplement pursuant to delayed delivery
contracts ("Contracts") providing for payment and delivery on the date or dates
stated in such Prospectus Supplement. Each Contract will be for an amount not
less than, and the aggregate principal amount of the Debt Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the applicable Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except (i) the purchase by an institution of the Debt Securities covered by its
Contract shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject, and (ii)
if the Debt Securities are being sold to underwriters, the Company shall have
sold to such underwriters the total principal amount of such Debt Securities
less the principal amount thereof covered by Contracts.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by O'Melveny & Myers LLP. O'Melveny & Myers LLP will rely as to matters of
Hawaii law on the opinion of Goodsill Anderson Quinn & Stifel, Honolulu, Hawaii.
EXPERTS
The consolidated financial statements and schedules of the Company
incorporated in this Prospectus by reference to its Annual Report on Form 10-K
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said reports.
12
<PAGE>
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY AGENT, DEALER OR UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS AND
THE ACCOMPANYING PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS AND THE
ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
PROSPECTUS
Available Information..................................................... 2
Incorporation of Certain Documents by Reference........................... 2
The Company............................................................... 3
Use of Proceeds........................................................... 3
Ratio of Earnings to Fixed Charges........................................ 3
Description of Debt Securities............................................ 4
Plan of Distribution...................................................... 11
Legal Matters............................................................. 12
Experts................................................................... 12
</TABLE>
$500,000,000
DOLE FOOD
COMPANY, INC.
DEBT SECURITIES
---------------------
PROSPECTUS
---------------------
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<CAPTION>
<S> <C>
Registration fee.................................................................. $ 118,000
Rating agency fees................................................................ 150,000
Printing and engraving expenses................................................... 50,000
Accounting fees and expenses...................................................... 30,000
Legal fees and expenses........................................................... 80,000
Blue sky fees and expenses........................................................ 3,000
Fees and expenses of Trustee...................................................... 10,000
Miscellaneous..................................................................... 34,000
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Total........................................................................... $ 475,000
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</TABLE>
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* Expenses are estimated except for the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
GENERAL
Pursuant to the Hawaii Business Corporations Act (the "Hawaii BCA"),
officers and directors of the Company are covered by certain provisions of the
Company's By-laws and insurance policies which serve to limit, and, in certain
circumstances, to indemnify them against, certain liabilities which they have
incurred in such capacities. These various provisions are described below.
ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES
In June 1989, Hawaii enacted legislation (the "1989 Act") which authorizes
corporations to limit or eliminate the personal liability of their directors in
any action brought by the corporation or their stockholders for monetary damages
for breach of directors' fiduciary duty of care. The duty of care requires that,
when acting on behalf of the corporation, a director must act in good faith in a
manner such director reasonably believes to be in the best interests of the
corporation and with such care as a prudent person in like position would use
under similar circumstances. Although the 1989 Act does not change the
directors' duty of care, it enables corporations to limit available relief to
the corporation or its stockholders to equitable remedies such as injunction or
rescission. Article IX of the Company's By-laws limits the liability of
directors to the Company or its stockholders (in their capacity as directors but
not in their capacity as officers) to the fullest extent permitted by the 1989
Act, as amended from time to time. Specifically, directors of the Company will
not be personally liable to the corporation or its stockholders for monetary
damages for breach of a director's fiduciary duty as a director, except for
liability, (i) for any breach of the director's duty of loyalty to the Company
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, or which
constitute a willful or reckless disregard of the director's fiduciary duty,
(iii) for payments of dividends, stock repurchases or redemptions contrary to
the provisions of the Hawaii BCA made wilfully or negligently or (iv) for any
transaction from which the director derived an improper benefit. If the Hawaii
BCA is amended after the effective date of Article IX of the Company's By-laws
to further eliminate or limit the personal liability of directors, then the
liability of a director of the Company will be eliminated or limited to the
fullest extent permitted by the Hawaii BCA, as so amended. The inclusion of this
provision in the Company's By-laws may have the effect of reducing the
likelihood of litigation against directors, even though such an action, if
successful, might otherwise have benefited the Company and its stockholders.
II-1
<PAGE>
INDEMNIFICATION AND INSURANCE
Section 1 of Article VIII of the Company's By-laws provides that the Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Company) by reason of the fact that he is or was a
director, officer, employee or agent of the Company or of any division of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2 of Article VIII of the Company's By-laws provides that the Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the Company or of any
division of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of the Company or of any division of the
Company, or is or was serving at the request of the Company as director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless and only to the
extent that the court in which such action or suit was brought or in any other
court having jurisdiction in the premises shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Any indemnification under Article VIII of the Company's By-laws (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct. Such determination shall be made (i) by the
Company's Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (iii) by a
majority vote of the stockholders of the Company. To the extent, however, that a
director, officer or employee of the Company has been successful on the merits
or otherwise in defense of any action, suit or proceeding described above, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding as authorized by the Company's Board of
Directors in a particular case upon receipt of an undertaking by or on behalf of
such director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is not entitled to be indemnified by the
Company.
II-2
<PAGE>
The indemnification and advancement of expenses provided by or granted
pursuant to Article VIII of the Company's By-laws are not exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
The Company maintains insurance on behalf of any person who is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have the power to indemnify
him against such liability under the provisions of Article VIII of the Company's
By-laws.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<C> <S>
*1 Form of Underwriting Agreement with respect to Debt Securities.
4.1 Indenture, dated as of July 15, 1993, between the Company and Chase Manhattan Bank and Trust Company,
National Association (formerly Chemical Trust Company of California) (included as an exhibit to the
Company's Current Report on Form 8-K, event date July 15, 1993, and incorporated herein by reference).
4.2 Form of Indenture relating to the Senior Subordinated Debt Securities (included as an exhibit to the
Company's Registration Statement on Form S-3 (File No. 33-64984) and incorporated herein by
reference).
4.3 Form of Indenture relating to the Subordinated Debt Securities (included as an exhibit to the Company's
Registration Statement on Form S-3 (File No. 33-64984) and incorporated herein by reference).
5.1 Opinion of O'Melveny & Myers LLP as to the validity of the Debt Securities.
5.2 Opinion of Goodsill Anderson Quinn & Stifel.
12 Computation of Ratio of Earnings to Fixed Charges.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of O'Melveny & Myers LLP (included in Exhibit 5.1).
23.3 Consent of Goodsill Anderson Quinn & Stifel (included in Exhibit 5.2).
24 Power of Attorney (included on page II-5).
25 Form T-1; Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Chase Manhattan
Bank and Trust Company, National Association.
</TABLE>
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* To be filed by a post-effective amendment to the Company's Registration
Statement or incorporated herein by reference from a Current Report on Form
8-K.
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
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 of 1933, unless the information required to be included in
such post-effective amendment is contained in a periodic report filed by
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(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, unless the information required to be
included in such post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Act of 1934 and incorporated herein by reference;
(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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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;
(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; and
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 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 of 1933 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
II-4
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on August 17, 1998.
DOLE FOOD COMPANY, INC.
<TABLE>
<S> <C>
By /s/ DAVID H. MURDOCK
------------------------------------------
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
</TABLE>
POWER OF ATTORNEY
We, the undersigned directors and officers of Dole Food Company, Inc., do
hereby severally constitute and appoint David H. Murdock, David A. DeLorenzo,
John W. Tate and Edward A. Lang, III, and each of them, our true and lawful
attorneys and agents, to do any and all acts and things in our name and behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorneys and agents, or any of them, may deem necessary or advisable to
enable said Company to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement on Form S-3,
including specifically, but without limitation, power and authority to sign for
us or any of us, in our names in the capacities indicated below, any and all
amendments (including pre- and post-effective amendments) hereto and any related
registration statement and amendments thereto filed pursuant to Rule 462(b)
promulgated under the Securities Act of 1933; and we do each hereby ratify and
confirm all that said attorneys and agents, or any one of them, shall do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ------------------------------------- ------------------
<C> <S> <C>
/s/ DAVID H. MURDOCK
------------------------------------------- Chairman of the Board and Chief August 17, 1998
David H. Murdock Executive Officer
/s/ DAVID A. DELORENZO
------------------------------------------- President, Chief Operating Officer August 17, 1998
David A. DeLorenzo and Director
/s/ JOHN W. TATE
------------------------------------------- Chief Financial Officer (Principal August 17, 1998
John W. Tate Financial Officer)
/s/ JAMES A. DYKSTRA Controller and Chief Accounting
------------------------------------------- Officer (Principal Accounting August 17, 1998
James A. Dykstra Officer)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ------------------------------------- ------------------
<C> <S> <C>
/s/ ELAINE L. CHAO
------------------------------------------- Director August 17, 1998
Elaine L. Chao
------------------------------------------- Director
Mike Curb
/s/ RICHARD M. FERRY
------------------------------------------- Director August 17, 1998
Richard M. Ferry
/s/ JAMES F. GARY
------------------------------------------- Director August 17, 1998
James F. Gary
/s/ ZOLTAN MERSZEI
------------------------------------------- Director August 17, 1998
Zoltan Merszei
</TABLE>
II-6
<PAGE>
[LETTERHEAD OF O'MELVENY & MYERS]
August 17, 1998
Dole Food Company, Inc.
31365 Oak Crest Drive
Westlake Village, California 91361
Re: Dole Food Company, Inc.
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Dole Food Company, Inc., an Hawaiian
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about August 17, 1998 under
the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 promulgated under the Securities Act, of senior, senior
subordinated or subordinated debt securities, in one or more series (the
"Debt Securities"), with an aggregate initial offering price of up to
$500,000,000. The senior Debt Securities will be issued under an Indenture,
dated as of July 15, 1993 (the "Senior Indenture"), between the Company and
Chase Manhattan Bank and Trust Company, National Association (formerly
Chemical Trust Company of California), as trustee. The senior subordinated
Debt Securities and the subordinated Debt Securities will be issued under
indentures proposed to be entered into between the Company and trustees that
will be appointed prior to the issuance of such Debt Securities (the "Senior
Subordinated Indenture" and "Subordinated Indenture," respectively).
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate and
other records and documents as we considered appropriate.
Subject to (i) the effectiveness of the Registration Statement under
the Securities Act; (ii) the execution and delivery of the Senior Subordinated
Indenture or the Subordinated Indenture, as applicable; (iii) the qualification
of the trustee under the Senior Indenture, Senior Subordinated Indenture or
Subordinated Indenture, as applicable, pursuant to the Trust Indenture Act of
1939, as amended; (iv) the establishment of the terms of the Debt Securities in
accordance
<PAGE>
DOLE FOOD COMPANY, INC., AUGUST 17, 1998 - PAGE 2
with the terms of the applicable Indenture; and (v) the execution, delivery
and authentication of and payment for the Debt Securities in accordance with
the terms of the Senior Indenture, Senior Subordinated Indenture or
Subordinated Indenture, as applicable, we are of the opinion that the Debt
Securities will have been duly authorized by all necessary corporate action
on the part of the Company, and the Debt Securities will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as may be limited by (1) bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or
affecting creditors' rights generally (including without limitation,
fraudulent conveyance laws), (2) general principles of equity including,
without limitation, concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of specific performance or
injunctive relief, regardless of whether considered in a proceeding in equity
or at law, (3) requirements that any claim with respect to any Debt
Securities denominated other than in United States dollars (or a judgment
denominated other than in United States dollars in respect of such claim) be
converted into United States dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law, and (4) governmental authority to
limit, delay or prohibit the making of payments outside the United States or
in foreign currency or composite currency.
Notwithstanding the foregoing, the opinions expressed above shall not be
deemed to address the application of the Commodity Exchange Act, as amended,
or the rules, regulations or interpretations of the Commodity Futures Trading
Commission to the Debt Securities, the payment or interest on which will be
determined by reference to one or more currency exchange rates, commodity
prices, equity indices or other factors.
With respect to the opinions expressed herein, we have assumed the
matters set forth in the opinion letter of Goodsill Anderson Quinn & Stifel,
dated the date hereof, as to all matters of Hawaiian law.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We also
consent to the reference to our firm under the caption "Legal Matters" in the
Registration Statement.
Respectively submitted,
/s/ O'MELVENY & MYERS LLP
<PAGE>
[GOODSILL ANDERSON QUINN & STIFEL LETTERHEAD]
August 17, 1998
Dole Food Company, Inc.
31355 Oak Crest Drive
Westlake Village, California 91361
Re: Dole Food Company, Inc.-Registration Statement on Form S-3
----------------------------------------------------------
Ladies and Gentlemen:
Dole Food Company, Inc., a Hawaii corporation (the "Company"), has
filed a registration statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Act"), relating to $500,000,000 aggregate principal amount
of debt securities, including $400,000,000 additional debt securities
registered pursuant to the Registration Statement and, pursuant to Rule 429,
debt securities registered pursuant to Registration Statement No. 33-64984
(collectively, the "Debt Securities"), consisting of one or more series of
unsecured senior debt securities (the "Senior Debt Securities"), unsecured
senior subordinated debt securities (the "Senior Subordinated Debt
Securities") and unsecured subordinated debt securities (the "Subordinated
Debt Securities").
In connection with the filing of the Registration Statement, we have
examined the Registration Statement and, to the extent necessary for purposes
of this opinion, we have examined the Indenture, dated as of July 15, 1993,
between the Company and Chase Manhattan Bank and Trust Company, National
Association (formerly Chemical Trust Company of California) (the "Senior
Indenture"), the form of indenture relating to the Senior Subordinated Debt
Securities (the "Senior Subordinated Indenture") and the form of indenture
relating to the Subordinated Debt Securities (the "Subordinated
Indenture"), each as filed as exhibits to the Registration Statement. We
have also examined such corporate and other records, certificates and
documents and such matters of fact and law as we have deemed necessary or
appropriate as a basis for the opinions hereinafter expressed.
<PAGE>
GOODSILL ANDERSON QUINN & STIFEL
Dole Food Company, Inc.
August 17, 1998
Page Two
Based on such examination, and subject to the qualifications,
assumptions and limitations stated herein, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Hawaii.
2. Subject to (i) approval by the Board of Directors of the Company, or
a duly appointed committee thereof, as may be necessary or appropriate of the
specific terms of the Debt Securities and related documentation, (ii) the
effectiveness of the Registration Statement under the Act, (iii) the filing
of any necessary supplements to the prospectus which is a part of the
Registration Statement in connection with any issuances of Debt Securities
("Supplements"), (iv) the execution and delivery of the Senior Subordinated
Indenture or Subordinated Indenture, as applicable, in definitive form, (v)
the qualification of the trustee under the Senior Indenture, Senior
Subordinated Indenture or Subordinated Indenture, as applicable, pursuant to
the Trust Indenture Act of 1939 as amended, (vi) the establishment of the
terms of the Senior Debt Securities, Senior Subordinated Debt Securities and
Subordinated Debt Securities, as applicable, in accordance with the terms of
the Senior Debt Indenture, Senior Subordinated Indenture and Subordinated
Debt Indenture, respectively, and so as not to violate any applicable law,
agreement or instrument then binding on the Company, (vii) the execution,
delivery and authentication of and payment for the Senior Debt Securities,
Senior Subordinated Debt Securities or the Subordinated Debt Securities, as
applicable, in accordance with the terms of the Senior Indenture, Senior
Subordinated Indenture and Subordinated Debt Indenture, respectively, and the
laws, agreements and instruments then binding on the Company, and (viii) the
issuance and sale of the Debt Securities in the manner and as otherwise
contemplated in the Registration Statement (and any Supplements and
amendments relating thereto), the Debt Securities will be duly authorized and
validly issued.
We are members of the Bar of the State of Hawaii, and we do not hold
ourselves out as experts on the laws of any other jurisdiction. This opinion
is limited in all respects to matters governed by the laws of the State of
Hawaii. We express no opinion concerning compliance with the laws or
regulations of any other jurisdiction or jurisdictions, or as to the
validity, meaning or effect of any act or document under the laws of any
other jurisdiction or jurisdictions. With respect to all documents examined
by us, we have assumed (i) the authenticity of all documents submitted to us
as authentic originals, (ii) the conformity with the originals of all
documents submitted to us as copies or forms, and (iii) the genuineness of
all signatures.
The opinions expressed herein are based on laws and regulations as in
effect on the date hereof and facts as we understand them as of the date
hereof. We are not assuming any obligation, and do not undertake, to revise,
update or supplement this opinion after the date hereof notwithstanding any
change in applicable law or regulation or interpretation thereof, any
<PAGE>
GOODSILL ANDERSON QUINN & STIFEL
Dole Food Company, Inc.
August 17, 1998
Page Three
amendment, supplement, modification or rescission of any document examined or
relied on in connection herewith, or any change in the facts, after the
execution and delivery of this opinion on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the references to our firm under the caption
"Legal Matters." O'Melveny & Myers may rely upon this opinion as to
matters of Hawaii law as if this opinion were addressed to it for purposes of
their opinion to you of even date herewith. This opinion may not be
furnished or quoted to, or relied upon, by any other person or for any other
purpose, without our prior written consent.
Very truly yours,
/s/ Goodsill Anderson Quinn & Stifel
<PAGE>
EXHIBIT 12
DOLE FOOD COMPANY, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT RATIO DATA)
<TABLE>
Half Years Ended Fiscal Years Ended
---------------------- -------------------------------------------------------------------
June 20, June 14, January 3, December 28, December 30, December 31, January 1,
1998 1997 1998 1996 1995 1994 1994
-------- -------- ---------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Income from continuing operations
before income taxes (1) 127,856 137,172 195,264 108,531 175,824 68,145 65,733
ADD FIXED CHARGES:
Interest expense 29,708 31,804 64,242 68,352 80,839 76,564 58,267
Capitalized interest - - - - - - -
Amortization of debt expense
and discounts 160 160 347 347 347 347 190
Interest factor of rental
expense (2) 27,972 28,545 60,748 52,900 49,077 39,043 56,009
-------- -------- ---------- ------------ ------------ ------------ ----------
Total fixed charges 57,840 60,509 125,337 121,599 130,263 115,954 114,466
Total adjusted earnings 185,696 197,681 320,601 230,130 306,087 184,099 180,199
Ratio of earnings to fixed
charges (3) 3.21 3.27 2.56 1.89 2.35 1.59 1.57
</TABLE>
(1) Earnings include a $50.0 million pretax restructuring charge related
to the Dried Fruit and Nut business and a $61.7 million net pretax
gain on the sale of the beverage business for 1996 and 1995,
respectively. Excluding these non-recurring items, the ratios would
have been 2.30 and 1.88 in 1996 and 1995, respectively.
(2) The interest factor of rental expense is determined by dividing total
rental expense for the period by three.
(3) The Company is guarantor of indebtedness of certain suppliers integral
to its operations. These guarantees totaled approximately $91 million
and $98 million at June 20, 1998, and January 3, 1998, respectively.
If the Company were required to fulfill these contingent obligations,
the interest that would be incurred would be immaterial to the ratio
of earnings to fixed charges.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our reports dated February 6, 1998 included in
Dole Food Company, Inc.'s Annual Report on Form 10-K for the year ended
January 3, 1998 and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
August 17, 1998
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM T-1
Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
_______________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)____
_________________________
CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(I.R.S. Employer Identification No.)
101 California Street, Suite #2725, San Francisco, California
(Address of principal executive offices)
94111
(Zip Code)
__________________
DOLE FOOD COMPANY, INC.
(Exact name of Obligor as specified in its charter)
Hawaii
(State or other jurisdiction of incorporation or organization)
99-0035300
(I.R.S. Employer Identification No.)
31365 Oak Crest Drive
Westlake Village, California
(Address of principal executive offices)
91361
(Zip Code)
________________________________
Debt Securities
(Title of Indenture securities)
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in Effect (see
Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 333-41329, which is incorporated by
reference).
Exhibit 2. Certificate of Authority of the Trustee to Commence Business
(see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 333-41329, which is incorporated
by reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust
Powers (contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Registration Statement
No. 333-41329, which is incorporated by reference).
Exhibit 5. Not Applicable
Exhibit 6. The consent of the Trustee required by Section 321 (b) of
the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 333-41329, which is incorporated
by reference).
Exhibit 7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not Applicable
Exhibit 9. Not Applicable
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Manhattan Bank and Trust Company, National Association, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of San
Francisco, and State of California, on the 17th day of August, 1998.
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION
By /s/ HANS H. HELLEY
-----------------------------
Hans H. Helley
Assistant Vice President
3
<PAGE>
EXHIBIT 7. Report of Condition of the Trustee.
- --------------------------------------------------------------------------------
CONSOLIDATED REPORT OF CONDITION OF Chase Manhattan Bank and Trust Company, N.A.
--------------------------------------------
(Legal Title)
LOCATED AT 1800 Century Park East, Ste. 400 Los Angeles, CA 94111
---------------------------------------------------------------------
(Street) (City) (State) (Zip)
AS OF CLOSE OF BUSINESS ON June 30, 1998
-------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS DOLLAR AMOUNTS IN THOUSANDS
1. Cash and balances due from
a. Noninterest-bearing balances and currency and coin (1,2) 1,484
b. Interest bearing balances (3) 0
2. Securities
a. Held-to-maturity securities (from Schedule RC-B, column A) 0
b. Available-for-sale securities (from Schedule RC-B, column D) 1,069
3. Federal Funds sold (4) and securities purchased agreements to resell 47,420
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) 3
b. LESS: Allowance for loan and lease losses 0
c. LESS: Allocated transfer risk reserve 0
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c) 3
5. Trading assets 0
6. Premises and fixed assets (including capitalized leases) 339
7. Other real estate owned (from Schedule RC-M) 0
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 0
9. Customers liability to this bank on acceptances outstanding 0
10. Intangible assets (from Schedule RC-M) 1,559
11. Other assets (from Schedule RC-F) 2,523
12a. TOTAL ASSETS 54,397
b. Losses deferred pursuant to 12 U.S.C. 1823 (j) 0
c. Total assets and losses deferred pursuant to 12 U.S.C. 1823 (j)
(sum of items 12.a and 12.b) 54,397
</TABLE>
(1) INCLUDES CASH ITEMS IN PROCESS OF COLLECTION AND UNPOSTED DEBITS.
(2) THE AMOUNT REPORTED IN THIS ITEM MUST BE GREATER THAN OR EQUAL TO THE SUM
OF SCHEDULE RC-M, ITEMS 3.a AND 3.b
(3) INCLUDES TIME CERTIFICATES OF DEPOSIT NOT HELD FOR TRADING.
(4) REPORT "TERM FEDERAL FUNDS SOLD" IN SCHEDULE RC, ITEM 4.a "LOANS AND
LEASES, NET OF UNEARNED INCOME" AND IN SCHEDULE RC-C, PART 1.
4
<PAGE>
<TABLE>
<S> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E) 25,223
(1) Noninterest-bearing 7,466
(2) Interest-bearing 17,757
b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased (2) and securities sold under agreements to
repurchase 0
15. a. Demand notes issued to the U.S. Treasury 0
b. Trading liabilities 0
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less 0
b. With a remaining maturity of more than one year through three years 0
c. With a remaining maturity of more than three years 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 0
19. Subordinated notes and Debentures (3) 0
20. Other liabilities (from Schedule RC-G) 4,446
21. Total liabilities (sum of items 13 through 20) 29,669
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 0
24. Common stock-- 600
25. Surplus (exclude all surplus related to preferred stock) 12,590
26. a. Undivided profits and capital reserves 11,538
b. Net unrealized holding gains (losses) on available-for-sale securities 0
27. Cumulative foreign currency translation adjustments
28. a. Total equity capital (sum of items 23 through 27) 24,728
b. Losses deferred pursuant to 12 U.S.C. 1823 (j) 0
c. Total equity capital and losses deferred pursuant to 12 U.S.C. 1823 (j)
(sum of items 28.a and 28.b) 24,728
29. Total liabilities, equity capital, and losses deferred pursuant to 12 U.S.C.
1823 (j) (sum of items 21 and 28.c) 54,397
</TABLE>
5
