SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 16)<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)
April 5, 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 9 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 Page 2 of 9
1 NAME OF REPORTING PERSONS
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 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
12,204,162
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
12,204,162
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
12,500,074
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES<*>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%
14 TYPE OF REPORTING PERSON<*>
IN
<*> See instructions before filing out!
<PAGE>
CUSIP NO. 256605105 Page 3 of 9
1 NAME OF REPORTING PERSONS
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
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
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:
7 SOLE VOTING POWER
1,240,310
8 SHARED VOTING POWER
NONE
9 SOLE DISPOSITIVE POWER
1,240,310
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,310
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES<*>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14 TYPE OF REPORTING PERSON<*>
CO
<*> See Instructions Before Filing Out!
<PAGE>
Page 4 of 9
This Schedule 13D, as previously amended, relating to the Common
Stock of Dole Food Company, Inc. ("Dole"), is hereby further
amended with respect to the items set forth below. This
amendment is being filed to report the acquisition of 616,800
shares of Dole Common Stock by one of the Reporting Persons.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety by substituting the
following:
On April 5, 1999, Dole had outstanding 57,048,894 shares of
Common Stock, according to information provided by Dole as of
such date.
Mr. Murdock has beneficial ownership of 12,500,074 (approximately
21.8%) of the outstanding shares of Dole Common Stock. Of such
shares, 10,882,982 shares are held by Mr. Murdock as sole trustee
of the Murdock Trust, and of those shares, 2,875,000 shares are
pledged pursuant to the forward purchase contract described
below. In accordance with Rule 13d-3(d)(1)(i), this computation
of shares beneficially owned by Mr. Murdock includes 295,912
shares issuable upon exercise of Dole employee stock options,
1,240,310 shares (approximately 2.2% of the issued and
outstanding shares of Dole) held by Flexi-Van, and 80,870 shares
(less than 1% of the issued and outstanding shares of Dole) held
by Mr. Murdock's sons, David H. Murdock, Jr. and Justin M.
Murdock. The shares reported held by Mr. Murdock's sons include
40,432 shares previously reported as held for the benefit of one
of Mr. Murdock's son, which shares have been distributed to Mr.
Murdock's son. As permitted by Rule 13d-4, Mr. Murdock disclaims
beneficial ownership within the meaning of Sections 13(d) or
13(g) of the Securities Exchange Act of 1934 ("1934 Act") of the
80,870 shares of Dole held by his sons.
On August 8, 1996, Mr. Murdock, as sole trustee of the Murdock
Trust, entered into an underwriting agreement for the sale in an
underwritten public offering of 2,875,000 shares of the Common
Stock of Dole at $39.25 per share, less underwriting discount,
fees and expenses. A Registration Statement on Form S-3 with
respect to such offering was filed with the Securities and
Exchange Commission on July 10, 1996 and, as subsequently
amended, was declared effective August 8, 1996. The sale was
consummated on August 14, 1996.
On August 8, 1996, the Murdock Trust also entered into the
Contract with the Dole Food Automatic Common Exchange Security
Trust ("Exchange Trust"), a trust not affiliated with Dole or Mr.
Murdock, relating to the disposition of a maximum of 2,875,000
additional shares (subject to adjustment) ("Exchange Shares") of
the Common Stock of Dole held by the Murdock Trust.
<PAGE>
On August 14, 1996, the Exchange Trust completed a public
offering of the Automatic Common Exchange Securities
("TracesTM/SM") and the Murdock Trust received $91,261,722
($31.7438 per share), representing the price for the Contract
before expenses and fees.
The Contract requires delivery to the Exchange Trust on August
15, 1999 ("Exchange Date") of a number of shares of Common Stock
equal to the maximum amount of Exchange Shares of Common Stock
subject to the Contract multiplied by the Exchange Rate, unless
the Murdock Trust elects to pay the then current market price (as
determined in accordance with the Contract, the "Current Market
Price") of that number of Exchange Shares in cash to the Exchange
Trust. The Exchange Rate is equal to (i) if the then Current
Market Price of the Common Stock is less than $47.125 per share
(the "Appreciation Threshold Price") but equal to or greater than
$39.25 per share (the "Initial Price"), an amount equal to the
Initial Price divided by the then Current Market Price, (ii) if
the then Current Market Price is equal to or greater than the
Appreciation Threshold Price, .8329 and (iii) if the then Current
Market Price is less than the Initial Price, 1.0, subject in each
case to certain antidilutive and similar adjustments.
The Murdock Trust retains the right to vote the Exchange Shares
and receive dividends and other distributions on the Exchange
Shares subject to the Contract during the term of the Contract.
The Exchange Shares have been pledged to secure the obligations
of the Murdock Trust under the Contract. The occurrence of
certain defaults by the Murdock Trust under the Contract would
cause the acceleration of the Contract and of the required
delivery of the Exchange Shares (or other eligible collateral),
cash or a combination thereof. Under these arrangements, the
Murdock Trust retains an interest in appreciation, if any, in the
market price of the Exchange Shares above (but will not realize a
decline, if any, in the market price of the shares below) the
Initial Price.
The Murdock Trust holds 431,000 TracesTM/SM issued by the Exchange
Trust (or approximately 14.9% of the outstanding TracesTM/SM issued
by the Exchange Trust).
All the transactions of the Reporting Persons in Dole Common
Stock effected since the most recent filing on Schedule 13D
(Amendment 15 to this Statement filed March 15, 1999) are
described on Schedule B, which is incorporated herein by
reference. These purchases were effected through brokers on the
New York Stock Exchange.
<PAGE>
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 under Dole
employee stock options referenced above or in Schedule A.
Neither of the persons filing this Statement nor to the best of
their knowledge any of the executive officers or directors of
Flexi-Van owns or has since March 15, 1999 effected any
transactions in the Common Stock of Dole, except as described in
Schedule A, filed with Amendment 15 to this Schedule 13D, or
Schedule B.
Mr. Murdock makes investment decisions and directs the voting of
proxies relating to the Common Stock of Dole held by the Murdock
Trust and Flexi-Van. In view of the investment and voting power
vested in him, Mr. Murdock should be deemed a beneficial owner
for purposes of Section 13(d) of the 1934 Act of the securities
so owned by the Reporting Persons. The Reporting Persons
disclaim any interest in or ownership of the shares held by the
executive officers and directors of Flexi-Van whose interests
were reported on Schedule A, filed with Amendment 15 to this
Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in the statement
is true, complete and correct.
Dated this 6th day of April, 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.
<PAGE>
SCHEDULE B
LIST OF PURCHASES OF THE COMMON STOCK
OF
DOLE FOOD COMPANY, INC.
BY THE
DAVID H. MURDOCK LIVING TRUST
<TABLE>
<S> <C> <C>
Date of Purchase Number of Securities Price per Security*
3/18/99 43,700 $29.812
26,300 $29.875
75,000 $29.750
5,000 $29.938
3/19/99 11,600 $30.000
1,700 $30.062
4,900 $30.125
2,600 $30.250
500 $30.375
3,100 $30.344
3,200 $30.500
3/22/99 8,700 $30.000
3,300 $29.938
400 $29.875
12,000 $29.812
800 $29.750
10,300 $29.688
500 $29.625
8,800 $29.781
3/23/99 1,900 $29.625
2,200 $29.562
10,100 $29.500
3,100 $29.438
3/24/99 7,000 $30.000
34,700 $29.938
25,500 $29.875
1,300 $29.562
2,000 $29.500
<PAGE>
3/25/99 800 $30.062
10,900 $30.000
8,800 $29.875
2,200 $29.812
2,200 $28.750
3/26/99 9,400 $29.938
9,500 $29.875
5,700 $29.812
400 $30.000
3/29/99 5,000 $29.312
6,000 $29.562
4,500 $29.500
10,000 $29.375
12,000 $29.688
5,600 $29.750
60,200 $29.548
3/30/99 25,000 $29.375
10,000 $29.312
3/31/99 9,400 $29.438
5,500 $29.375
2,500 $29.562
2,000 $30.375
16,200 $30.500
300 $30.312
2,000 $30.625
9,000 $30.562
500 $30.438
4/5/99 12,900 $29.250
5,000 $29.375
200 $29.438
9,100 $29.500
15,000 $29.562
300 $29.625
500 $29.688
2,000 $29.812
1,000 $29.875
1,000 $29.938
3,000 $30.000
4/6/99 10,000 $29.062
11,000 $29.250
</TABLE>
* exclusive of brokerage fees
