SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 19 )1
Dole Food Company, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
256605105
(CUSIP Number)
Roberta Wieman
10900 Wilshire Boulevard
Los Angeles, CA 90024 Telephone (310) 824-1023
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1999
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-
1(g), check the following box .
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 7 Pages)
_______________________________
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 256605105 13 D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
DAVID H. MURDOCK
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, BK, WC, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
13,164,862
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
13,164,862
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,423,282
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 256605105 13 D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
FLEXI-VAN LEASING, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
n/a
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 256605105 Page 4 of 7
This Schedule 13D, as previously amended, relating to the
Common Stock of Dole Food Company, Inc. ("Dole"), is hereby
further amended and (except for descriptions of past
transactions, information no longer current and exhibits and
schedules previously filed) restated to reflect the transfer
of 1,240,310 shares, previously held by Flexi-Van Leasing,
Inc., a wholly-owned entity, to the reporting person and to
delete now irrelevant information concerning that entity.
Item 1. Security and Issuer.
This Schedule relates to the Common Stock of Dole Food
Company, Inc. ("Dole"), a Hawaii corporation, whose principal
executive offices are located at One Dole Drive, Westlake
Village, California 91362. On December 1, 1999, Dole had
outstanding 55,835,218 shares of Common Stock, according to
information provided by Dole as of such date.
Item 2. Identity and Background.
This Statement is filed by David H. Murdock and Flexi-Van
Leasing, Inc. ("Flexi-Van"). The business address of Mr.
Murdock is 10900 Wilshire Boulevard, Los Angeles, California
90024. Mr. Murdock does business as Pacific Holding Company, a
sole proprietorship of which Mr. Murdock is the sole
proprietor. Mr. Murdock is a United States citizen.
Mr. Murdock is a Director, Chairman of the Board and Chief
Executive Officer of Dole, a producer and marketer of fresh
fruit and vegetables, packaged foods and fresh flowers, and of
Castle & Cooke, Inc., which owns, operates and develops
residential and commercial real estate and resorts.
Mr. Murdock is the sole proprietor of a number of companies
and sole shareholder of a number of corporations which are
engaged in the businesses of commercial real estate
development, financial investments, mining and processing
nonmetallic aggregates, manufacturing vitrified clay products
and warehousing operations with principal offices in Los
Angeles, California. He also owns all of the outstanding
stock of Flexi-Van.
Flexi-Van, a Delaware corporation, which is directly, wholly-
owned by Mr. Murdock, leases chassis used in intermodal
shipping. Mr. Murdock is a Director, Chairman of the Board
and Chief Executive Officer of Flexi-Van. The business
address of Flexi-Van is 251 Monroe Avenue, Kenilworth, New
Jersey 07033.
Additional information concerning Flexi-Van and the executive
officers and directors of Flexi-Van is set forth in Schedule A
to Amendment 15 to this Schedule 13D filed March 15, 1999.
Item 3. Source and Amount of Funds or Other Consideration.
The shares discussed in Item 5 below were acquired in exchange
for a promissory note of the Murdock Trust. See Items 5 and 7
below.
<PAGE>
CUSIP No. 256605105 Page 5 of 7
Funds for the repayment of the unsecured, demand note are
expected to be provided from the working capital and the
borrowings of Pacific Holding Company ("PHC"), a sole
proprietorship of which Mr. Murdock is the sole proprietor, and
certain other entities controlled by Mr. Murdock. Mr. Murdock
and entities controlled by him (including but not limited to the
David H. Murdock Living Trust (the "Murdock Trust"), PHC and
Flexi-Van) maintain lines of credit with several banks which were
entered into in the ordinary course of business and are secured
by collateral, including the shares of Common Stock of Dole
reported herein.
Funds derived from working capital and lines of credit of
entities controlled by Mr. Murdock, including PHC, Flexi-Van and
the Murdock Trust, also may in the future be used for the
purchase of additional securities of Dole.
Item 4. Purpose of Transaction.
Mr. Murdock regards Dole stock as an attractive investment at the
prices recently prevailing on the open market. Based on his
continuing evaluation of Dole, alternative investment
opportunities and all other factors deemed relevant, he may elect
to sell his Dole shares or, assuming the availability of
additional shares of Dole at prices regarded as acceptable, and
subject to applicable law, he may elect to acquire additional
shares of Dole for investment on the open market or in privately
negotiated transactions.
Item 5. Interest in Securities of the Issuer.
On December 1, 1999, Dole had outstanding 55,835,218 shares of
Common Stock, according to information provided by Dole.
On December 1, 1999, the Murdock Trust, a revocable trust of
which Mr. Murdock is the settlor, sole trustee and sole
beneficiary during his lifetime, acquired from Flexi-Van, in
exchange for a demand promissory note of the Murdock Trust in the
amount of $20,232,557, 1,240,310 shares of the Common Stock of
Dole, previously reported as indirectly owned by Mr. Murdock, for
$16.3125 per share. (See Item 7.) As a result of this transfer,
Mr. Murdock now reports direct beneficial ownership of all
13,342,412 shares (approximately 23.8% of the outstanding shares)
of Dole Common Stock previously reported as beneficially owned
directly and indirectly through Flexi-Van, including 258,420
shares issuable upon exercise of Dole employee stock options
exercisable at the time of or within 60 days of this filing. In
addition, Mr. Murdock's reports but disclaims (as permitted by
Rule 13d-4), indirect beneficial ownership of 80,870 shares (less
than 1% of the issued and outstanding shares of Dole) held by Mr.
Murdock's sons. The shares held by his sons are included in the
totals on page 2 of this Amendment.
There have been no other transactions of the reporting persons in
Dole Common Stock effected since the most recent filing on
Schedule 13D (Amendment 18 to this Statement filed August 16,
1999).
<PAGE>
CUSIP No. 256605105 Page 6 of 7
Neither of the persons filing this Statement nor to the best of
their knowledge any executive officer or director of Flexi-Van
has any right in the next sixty days to acquire, directly or
indirectly, any shares of Dole Common Stock, except for Mr.
Murdock's right to acquire 258,420 shares and Ms. Roberta
Wieman's right to acquire 11,476 shares under Dole employee stock
options now exercisable or exercisable within 60 days. Neither
of the persons filing this Statement owns or has effected any
transaction in Common Stock of Dole during the past 60 days,
except as reported above. As a result of the transaction
discussed above, Flexi-Van ceased to own any shares of Dole
Common Stock as of December 1, 1999. To the best knowledge of
the persons filing this report, none of the executive officers or
directors of Flexi-Van then owned shares other than as previously
reported or had, in the 60-day period prior to December 1, 1999,
effected any transactions in the Common Stock of Dole.
Information concerning Ms. Roberta Wieman and her other holdings
of Dole Common Stock is included in Schedule A to Amendment 15 to
this Statement.
Mr. Murdock makes all investment decisions and directs the voting
of proxies relating to the shares of Common Stock of Dole held by
the Murdock Trust. In view of the investment and voting power
vested in him, the nature of the Murdock Trust, and his interest
in it, Mr. Murdock is deemed the sole direct beneficial owner of
all shares held by the Murdock Trust for purposes of Section
13(d) of the 1934 Act.
Item 6. Contracts, Arrangements, Understandings of
Relationships with Respect to Securities of the Issuer
As described in Item 3 above, Mr. Murdock, the Murdock Trust,
Flexi-Van and other entities controlled by Mr. Murdock maintain
revolving lines of credit in connection with their various
business activities and investments, under which borrowings and
security (which includes the shares of the Common Stock of Dole
reported herein) vary from time to time.
Item 7. Material to be Filed as Exhibits.
The Schedule 13D and 18 amendments previously filed included
Exhibits 1 through 11.
Exhibit 12. Letter dated December 1, 1999 from Flexi-Van to Mr.
Murdock regarding terms of sale of the 1,240,310
shares to the Murdock Trust, and a copy of its demand
promissory note of the same date.
<PAGE>
CUSIP No. 256605105 Page 7 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information
set forth in the statement is true, complete and correct.
Dated this 21st day of December 1999.
/s/ David H. Murdock
- -----------------------------------------
David H. Murdock, as an individual and as
Trustee of the David H. Murdock Living Trust,
dated May 28, 1986, as amended
FLEXI-VAN LEASING, INC.
By: /s/ David H. Murdock
----------------------------------------------
David H. Murdock, as Chairman of the Board and
Chief Executive Officer of Flexi-Van Leasing, Inc.
December 1, 1999
David H. Murdock
Pacific Holding Company
10900 Wilshire Boulevard
Suite 1600
Los Angeles, CA 90024
Gentlemen:
This letter confirms the agreement we have made that Flexi-Van
Leasing, Inc. will sell to the David H. Murdock Living Trust
1,240,310 shares of Dole Food Company, Inc. at the closing price
this date on the New York Stock Exchange of $16.3125 per share
such total price to be $20,232,557.
David H. Murdock Living Trust agrees to pay for such stock with a
promissory note, date as of the above date, against delivery of
stock certificates accompanied by stock powers endorsed in your
favor. Flexi-Van Leasing, Inc. agrees that the shares delivered
to you will be free and clear of liens, encumbrances or pledges
in favor of third-parties and otherwise free from claims.
The closing shall occur at O'Melveny & Myers New York offices at
which time the certificates will be delivered to you and Flexi-
Van will accept your promissory note.
Very truly yours,
Flexi-Van Leasing, Inc.
/s/ Jeffrey Heck
------------------------------
By Jeffrey Heck
Vice President and Chief
Financial Officer
<PAGE>
DEMAND PROMISSORY NOTE
$20,232,557 December 1, 1999
Los Angeles, California
For value received, the undersigned, PACIFIC HOLDING COMPANY, a
sole proprietorship of David H. Murdock, promises to pay on
demand to the order of FLEXI-VAN LEASING, INC., a Delaware
corporation ("Flex Leasing"), TWENTY MILLION, TWO HUNDRED THIRTY
TWO THOUSAND, FIVE HUNDRED FIFTY SEVEN DOLLARS ($20,232,557).
The aggregate unpaid principal amount shall bear interest at a
fluctuation rate equal to the rate in effect from time to time
pursuant to section 2.5 of the Revolving Credit Agreement dated
as of November 20, 1995 among Flexi-Van Leasing, Inc. and the
First National Bank of Boston, individually and as agent for
Banks named therein, as amended to date and as the same may be
further amended, supplemented, restated, refinanced or otherwise
modified or replaced from time to time. Interest on this Note
shall be computed and paid yearly, commencing December 1, 2000.
Payments of both principal and interest hereon shall be made in
lawful money of the United States of America in immediately
available funds. This Note is unsecured and may be prepaid in
whole or in part without premium or penalty.
Notwithstanding anything to the contrary herein, the undersigned
further agrees, subject only to any limitation imposed by
applicable law, to pay all expenses, including reasonable
attorneys' fees and legal expenses, incurred by the holder of
this Note in endeavoring to collect any amounts payable hereunder
which are not paid when due, whether by acceleration or
otherwise.
This Note is made under and governed by the internal laws of the
State of California.
PACIFIC HOLDING COMPANY
Address: By: /s/ David H. Murdock
---------------------------------
David H. Murdock, Sole Proprietor
10900 Wilshire Boulevard individually as Trustee of the
Los Angeles, CA 90024 David H. Murdock Living Trust dated
May 28, 1986 as amended
