<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from ____________ to ______________
Commission file number: 1-4455
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
Tax-Deferred Investment Plan of Dole Food Company, Inc. and
Participating Divisions and Subsidiaries
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Dole Food Company, Inc.
31365 Oak Crest Drive
Westlake Village, CA 91361
<PAGE>
TAX-DEFERRED INVESTMENT PLAN
OF DOLE FOOD COMPANY, INC. AND
PARTICIPATING DIVISIONS AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1998 AND 1997
<TABLE>
<S> <C>
SIGNATURES 1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits, With Fund 3-4
Information as of December 31, 1998 and 1997
Statement of Changes in Net Assets Available for Benefits, 5
With Fund Information for the Year Ended December 31, 1998
NOTES TO FINANCIAL STATEMENTS 6-13
SUPPLEMENTAL SCHEDULES:
Schedule I: Item 27a - Schedule of Assets Held for Investment 14
Purposes as of December 31, 1998
Schedule II: Item 27d - Schedule of Reportable Transactions 15-16
for the Year Ended December 31, 1998
EXHIBITS 17
</TABLE>
NOTE: Schedules other than those listed above have been omitted because
they are not applicable or are not required by 29 CFR 2520.103-10
of the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
TAX-DEFERRED INVESTMENT PLAN OF DOLE
FOOD COMPANY, INC. AND PARTICIPATING
DIVISIONS AND SUBSIDIARIES
By: /s/ GEORGE R. HORNE
-----------------------------------
George R. Horne
Chairman, Retirement Plan Committee
Dated: June 25, 1999
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Corporate Compensation and Benefits
Committee of Dole Food Company, Inc.:
We have audited the accompanying statements of net assets available for
benefits with fund information of the Tax-Deferred Investment Plan of Dole
Food Company, Inc. and Participating Divisions and Subsidiaries (the "Plan")
as of December 31, 1998 and 1997 and the related statement of changes in net
assets available for benefits with fund information for the year ended
December 31, 1998. These financial statements and the schedules referred to
below are the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements and schedules based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits with fund
information of the Plan as of December 31, 1998 and 1997 and the changes in
its net assets available for benefits with fund information for the year
ended December 31, 1998 in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules I and II
are presented for purposes of additional analysis and are not a required part
of the basic financial statements but are supplementary information required
by the Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
schedules are the responsibility of the Plan's management. The fund
information in the statements of net assets available for benefits with fund
information and the statement of changes in net assets available for benefits
with fund information is presented for purposes of additional analysis rather
than to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental schedules
and fund information have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, are
fairly stated in all material respects, in relation to the basic financial
statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
June 4, 1999
<PAGE>
TAX-DEFERRED INVESTMENT PLAN
OF DOLE FOOD COMPANY, INC. AND
PARTICIPATING DIVISIONS AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
International
Balanced Equity Growth Stable
Total Fund Index Fund Fund Value Fund
------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
CASH $ 38,264 $ - $ 220 $ - $ -
INVESTMENTS, AT FAIR VALUE:
Value of interest in
common/collective trusts 36,187,540 - 36,187,540 - -
Plan interest in Master Trust 20,927,612 - - - 20,927,612
Value of interest in registered
investment companies 64,970,333 25,676,142 - 15,139,221 -
Corporate common stock 4,413,420 - - - -
Loans to participants 2,444,092 - - - -
------------ ----------- ----------- ----------- -----------
Total investments 128,942,997 25,676,142 36,187,540 15,139,221 20,927,612
RECEIVABLES:
Employer contributions 215,153 38,563 57,144 27,046 31,819
Employee contributions 188,144 33,874 51,184 23,541 26,197
Dividends receivable 543 - - - -
Sales pending settlement 91,817 - - - -
------------ ----------- ----------- ----------- -----------
Total receivables 495,657 72,437 108,328 50,587 58,016
------------ ----------- ----------- ----------- -----------
Total assets 129,476,918 25,748,579 36,296,088 15,189,808 20,985,628
------------ ----------- ----------- ----------- -----------
LIABILITIES:
ACCRUED LIABILITIES (60,985) (6,206) (6,958) (3,773) (8,232)
------------ ----------- ----------- ----------- -----------
Total liabilities (60,985) (6,206) (6,958) (3,773) (8,232)
------------ ----------- ----------- ----------- -----------
ACCRUED TRANSFERS BETWEEN FUNDS/PLANS 172,373 (261,542) (296,722) (185,867) 536,661
------------ ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $129,588,306 $25,480,831 $35,992,408 $15,000,168 $21,514,057
------------ ----------- ----------- ----------- -----------
------------ ----------- ----------- ----------- -----------
<CAPTION>
Dole
Money Common
Market Fund Stock Fund Growth Fund Loan Fund Bond Fund
----------- ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
CASH $ - $ 38,044 $ - $ - $ -
INVESTMENTS, AT FAIR VALUE:
Value of interest in
common/collective trusts - - - - -
Plan interest in Master Trust - - - - -
Value of interest in registered
investment companies 2,915,475 - 18,518,975 - 2,720,520
Corporate common stock - 4,413,420 - - -
Loans to participants - - - 2,444,092 -
---------- ---------- ----------- ---------- ----------
Total investments 2,915,475 4,413,420 18,518,975 2,444,092 2,720,520
RECEIVABLES:
Employer contributions 3,987 8,029 38,583 - 9,982
Employee contributions 5,044 9,109 34,982 - 4,213
Dividends receivable - 543 - - -
Sales pending settlement - 91,817 - - -
---------- ---------- ----------- ---------- ----------
Total receivables 9,031 109,498 73,565 - 14,195
---------- ---------- ----------- ---------- ----------
Total assets 2,924,506 4,560,962 18,592,540 2,444,092 2,734,715
---------- ---------- ----------- ---------- ----------
LIABILITIES:
ACCRUED LIABILITIES (985) (31,768) (2,973) - (90)
---------- ---------- ----------- ---------- ----------
Total liabilities (985) (31,768) (2,973) - (90)
---------- ---------- ----------- ---------- ----------
ACCRUED TRANSFERS BETWEEN FUNDS/PLANS 117,894 448,110 (403,016) 43,025 173,830
---------- ---------- ----------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $3,041,415 $4,977,304 $18,186,551 $2,487,117 $2,908,455
---------- ---------- ----------- ---------- ----------
---------- ---------- ----------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
TAX-DEFERRED INVESTMENT PLAN
OF DOLE FOOD COMPANY, INC. AND
PARTICIPATING DIVISIONS AND SUBSIDIARIES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
International
Balanced Equity Growth Stable
Total Fund Index Fund Fund Value Fund
------------ ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
CASH $ 16,710 $ - $ 8,713 $ - $ -
INVESTMENTS, AT FAIR VALUE:
Value of interest in
common/collective trusts 27,126,059 - 27,126,059 - -
Plan interest in Master Trust 21,872,714 - - - 21,872,714
Value of interest in registered
investment companies 55,945,975 24,405,774 - 15,146,509 -
Corporate common stock 3,112,800 - - - -
Loans to participants 2,427,531 - - - -
------------ ----------- ----------- ----------- -----------
Total investments 110,485,079 24,405,774 27,126,059 15,146,509 21,872,714
RECEIVABLES:
Employer contributions 264,181 50,616 62,047 41,979 48,623
Employee contributions 281,796 46,489 70,617 48,494 50,262
Dividends receivable 61 - - - -
Sales pending settlement 85,949 - - - -
Accrued income 11,122 - - - -
------------ ----------- ----------- ----------- -----------
Total receivables 643,109 97,105 132,664 90,473 98,885
------------ ----------- ----------- ----------- -----------
Total assets 111,144,898 24,502,879 27,267,436 15,236,982 21,971,599
------------ ----------- ----------- ----------- -----------
LIABILITIES:
ACCRUED LIABILITIES (22,155) (4,483) (4,745) (2,596) (7,041)
------------ ----------- ----------- ----------- -----------
Total liabilities (22,155) (4,483) (4,745) (2,596) (7,041)
------------ ----------- ----------- ----------- -----------
ACCRUED TRANSFERS BETWEEN FUNDS/PLANS (2,709) 294,996 99,176 (145,810) (231,680)
------------ ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $111,120,034 $24,793,392 $27,361,867 $15,088,576 $21,732,878
------------ ----------- ----------- ----------- -----------
------------ ----------- ----------- ----------- -----------
<CAPTION>
Dole
Money Common
Market Fund Stock Fund Growth Fund Loan Fund Bond Fund
----------- ---------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS:
CASH $ - $ 7,997 $ - $ - $ -
INVESTMENTS, AT FAIR VALUE:
Value of interest in
common/collective trusts - - - - -
Plan interest in Master Trust - - - - -
Value of interest in registered
investment companies 2,506,095 - 13,217,004 - 670,593
Corporate common stock - 3,112,800 - - -
Loans to participants - - - 2,427,531 -
---------- ---------- ----------- ---------- --------
Total investments 2,506,095 3,112,800 13,217,004 2,427,531 670,593
RECEIVABLES:
Employer contributions 4,635 6,993 45,920 - 3,368
Employee contributions 6,538 7,286 50,649 - 1,461
Dividends receivable - 61 - - -
Sales pending settlement - 85,949 - - -
Accrued income 11,122 - - - -
---------- ---------- ----------- ---------- --------
Total receivables 22,295 100,289 96,569 - 4,829
---------- ---------- ----------- ---------- --------
Total assets 2,528,390 3,221,086 13,313,573 2,427,531 675,422
---------- ---------- ----------- ---------- --------
LIABILITIES:
ACCRUED LIABILITIES (650) (708) (1,908) - (24)
---------- ---------- ----------- ---------- --------
Total liabilities (650) (708) (1,908) - (24)
---------- ---------- ----------- ---------- --------
ACCRUED TRANSFERS BETWEEN FUNDS/PLANS (43,343) (29,509) 56,867 (33,909) 30,503
---------- ---------- ----------- ---------- --------
NET ASSETS AVAILABLE FOR BENEFITS $2,484,397 $3,190,869 $13,368,532 $2,393,622 $705,901
---------- ---------- ----------- ---------- --------
---------- ---------- ----------- ---------- --------
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
TAX-DEFERRED INVESTMENT PLAN
OF DOLE FOOD COMPANY, INC. AND
PARTICIPATING DIVISIONS AND SUBSIDIARIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
International
Balanced Equity Growth Stable
Total Fund Index Fund Fund Value Fund
------------ ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Interest $ 179,023 $ 150 $ 485 $ 72 $ 1,727
Dividends 44,190 - - - -
Net appreciation(depreciation)
in fair value of investments 15,592,464 2,612,547 7,984,798 2,057,182 -
Plan interest in Master Trust
investment income 1,168,758 - - - 1,168,758
------------ ----------- ----------- ----------- -----------
Total investment income(loss) 16,984,435 2,612,697 7,985,283 2,057,254 1,170,485
------------ ----------- ----------- ----------- -----------
Contributions:
Employee 6,719,927 1,290,537 1,744,015 1,051,831 964,734
Employer 2,308,401 449,816 579,197 344,060 372,876
------------ ----------- ----------- ----------- -----------
Total contributions 9,028,328 1,740,353 2,323,212 1,395,891 1,337,610
------------ ----------- ----------- ----------- -----------
Total additions(deductions) 26,012,763 4,353,050 10,308,495 3,453,145 2,508,095
----------- ----------- ----------- ---------- ----------
DEDUCTIONS:
Benefits paid to participants
(net of repayment of loans) (7,666,510) (2,100,318) (1,818,175) (919,266) (1,283,060)
Administrative expenses (23,904) (1,732) (17,738) (1,197) (1,190)
------------ ----------- ----------- ----------- -----------
Total deductions (7,690,414) (2,102,050) (1,835,913) (920,463) (1,284,250)
------------ ----------- ----------- ----------- -----------
TRANSFERS BETWEEN FUNDS/PLANS 145,923 (1,563,561) 157,959 (2,621,090) (1,442,666)
------------ ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) 18,468,272 687,439 8,630,541 (88,408) (218,821)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 111,120,034 24,793,392 27,361,867 15,088,576 21,732,878
------------ ----------- ----------- ----------- -----------
End of year $129,588,306 $25,480,831 $35,992,408 $15,000,168 $21,514,057
------------ ----------- ----------- ----------- -----------
------------ ----------- ----------- ----------- -----------
<CAPTION>
Dole
Money Common
Market Fund Stock Fund Growth Fund Loan Fund Bond Fund
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Interest $ - $ 2,758 $ 53 $ 173,778 $ -
Dividends - 31,989 12,201 - -
Net appreciation(depreciation)
in fair value of investments 124,422 (1,206,023) 3,852,002 - 167,536
Plan interest in Master Trust
investment income - - - - -
---------- ---------- ----------- ---------- ----------
Total investment income(loss) 124,422 (1,171,276) 3,864,256 173,778 167,536
---------- ---------- ----------- ---------- ----------
Contributions:
Employee 137,692 222,861 1,205,531 - 102,726
Employer 51,403 76,849 396,353 - 37,847
---------- ---------- ----------- ---------- ----------
Total contributions 189,095 299,710 1,601,884 - 140,573
---------- ---------- ----------- ---------- ----------
Total additions(deductions) 313,517 (871,566) 5,466,140 173,778 308,109
---------- ---------- ----------- ---------- ----------
DEDUCTIONS:
Benefits paid to participants
(net of repayment of loans) (346,293) (135,958) (865,190) (197,217) (1,033)
Administrative expenses (333) (350) (1,266) - (98)
---------- ---------- ----------- ---------- ----------
Total deductions (346,626) (136,308) (866,456) (197,217) (1,131)
---------- ---------- ----------- ---------- ----------
TRANSFERS BETWEEN FUNDS/PLANS 590,127 2,794,309 218,335 116,934 1,895,576
---------- ---------- ----------- ---------- ----------
NET INCREASE (DECREASE) 557,018 1,786,435 4,818,019 93,495 2,202,554
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 2,484,397 3,190,869 13,368,532 2,393,622 705,901
---------- ---------- ----------- ---------- ----------
End of year $3,041,415 $4,977,304 $18,186,551 $2,487,117 $2,908,455
---------- ---------- ----------- ---------- ----------
---------- ---------- ----------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
TAX-DEFERRED INVESTMENT PLAN
OF DOLE FOOD COMPANY, INC. AND
PARTICIPATING DIVISIONS AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. PLAN DESCRIPTION
The following is a summary description of the Tax Deferred Investment Plan (the
"Plan") of Dole Food Company, Inc. and Participating Divisions and Subsidiaries
(collectively, the "Company"). It is provided here for general information
purposes only. Participants should refer to the Plan agreement for a more
complete description of the provisions of the Plan.
The Plan is a defined contribution plan sponsored by the Company. The Plan
is also subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
GENERAL
The Company established the Plan to encourage eligible employees to
save for retirement. Effective July 1, 1995, some salaried employees of
the Company are eligible to participate in the Plan according to the
provisions of each individual operating company. As of December 31,
1998 and 1997, there were approximately 1,725 and 1,759 active
participants in the Plan, respectively.
PLAN ADMINISTRATION
The Company has assigned responsibility for the operation and
administration of the Plan to the Corporate Compensation and
Benefits Committee (the "Committee" or "Plan Administrator") of the
Company's Board of Directors. The members of the Committee are
appointed by the Company's Board of Directors.
Mellon Bank, N.A. (the "Trustee") is the trustee for the Plan.
Hewitt Associates LLC ("Hewitt") is the recordkeeper for the Plan.
CONTRIBUTIONS
The Company makes a matching contribution equal to 50 percent of the
first 6 percent of salary contributed not to exceed a specified percent
of compensation as defined in the operating company appendices of the
Plan document. If the Company does not have sufficient current or
<PAGE>
accumulated net profits in any year to make the applicable matching
contribution, it may choose not to make such contributions. This
determination is made by the Board of Directors of the Company at its
sole discretion.
Effective January 1, 1995, participants may contribute 1 to 10
percent of pre-tax compensation, and effective July 1, 1995,
participants may contribute an additional 1 to 5 percent of
after-tax compensation in whole percentage increments.
Participants may elect to have their contributions invested in any
of the active investment funds described in Note 4. Also, eligible
employees may roll over contributions from other Internal Revenue
Service-qualified retirement plans as permitted by the Plan
Administrator.
VESTING
Participants are immediately fully vested in both their
contributions and employer contributions.
BENEFITS
Upon a participant's termination of employment with the Company, the
participant's account may be distributed in a lump sum amount.
Participants may elect to delay distribution until the month following
the attainment of age 65. If a distribution election has not been
received for a participant who has reached age 65, who is no longer an
employee and whose account balance exceeds $3,500, a distribution shall
be made as soon as administratively feasible.
Amounts invested in the Dole Food Company, Inc. Common Stock Fund
("Dole Common Stock Fund") will, at the participant's or beneficiary's
option, be distributed in the form of common stock (except that cash
will be distributed in lieu of fractional shares and to the extent the
Dole Common Stock Fund is invested in cash rather than stock) or
entirely in cash. For purposes of a cash distribution, such common
stock will be valued at the closing sale price on the New York Stock
Exchange on the last day of the calendar month preceding the date of
distribution. Amounts invested in other funds will be distributed in
cash and valued as of the last day of the calendar month preceding the
date of distribution.
LOANS TO PARTICIPANTS
Participants with an account balance are eligible to take a loan
against their account. Loans may be used for any purpose but only one
loan may be outstanding at any time. All loans are secured by the
participant's vested account. A loan is considered to be in default
when six or more biweekly loan payments are not paid by a participant.
Defaulted loans are treated as a taxable distribution from the Plan.
The maximum loan amount is limited to the lesser of: (a) 50 percent of
the vested balance of the participant's account under the Plan, as of
the month end preceding the loan application, or (b) $50,000, less any
<PAGE>
outstanding loan balance from any of the Company's plans during the
prior 12 months. The amount that can be repaid (with interest) by
payroll deductions may not exceed 25 percent of the participant's base
pay. Loan terms range up to five years or up to ten years for the
purchase of a primary residence. The interest rates charged on
outstanding participant loans at December 31, 1998 range from 7 percent
to 10 percent.
Effective January 1, 1995, the minimum loan allowed is $1,000, based
on a participant's minimum vested account value of $2,000 at the
month end preceding the loan application.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants
to reflect the participant's contributions and related employer
matching contributions, as well as the participant's share of the
Plan's income and any related administrative expenses. Allocations are
based on the proportion of each participant's account balance to the
total of all participants' account balances. Investment options are
participant directed.
WITHDRAWALS
The following withdrawal options are available while a participant
is actively employed:
HARDSHIP:
A withdrawal from a participant's account may be permitted if the
participant has a financial hardship for which funds are not reasonably
available from other resources of the participant. For purposes of the
Plan, financial hardships may include the purchase of the participant's
principal residence, payment of extraordinary medical expenses, the
payment of the next 12 months of post-secondary educational tuition
expenses, or the prevention of eviction or foreclosure of the
participant's principal residence or any other purpose specified by the
Internal Revenue Service as a deemed immediate and heavy financial
need. All withdrawal requests are subject to the approval of the Plan
Administrator and a twelve-month suspension of contributions to the
Plan. Any request may be denied if the Plan Administrator believes the
granting of the request would adversely affect the Plan.
AFTER-TAX:
The Plan allows a participant to withdraw all or part of any
after-tax contributions, along with any pre-tax earnings on those
contributions.
ROLLOVER:
A withdrawal of all or a portion of any rollover contributions in the
plan, along with any pre-tax earnings on those contributions is also
allowed.
<PAGE>
The amount of any withdrawal will be made in proportionate amounts
from each of the investment funds in which the participant has funds
invested.
TRANSFERS BETWEEN FUNDS/PLANS
A participant may elect to transfer all or a portion of his or her
account balance to one or more of the active investment funds. In
general, a transfer of funds initiated by the end of a month takes
effect on the first business day of the next month. In addition, when a
participant changes from hourly to salaried status, or visa versa, the
assets associated with the participant are also transferred between the
Plan and the Tax Deferred Investment Plan for Hourly Employees of Dole
Food Company, Inc. and Participating Divisions and Subsidiaries.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements have been prepared on the accrual
basis of accounting. Certain previously reported amounts have been
reclassified to conform with current year presentation. The
following accounting policies are applied:
a. All investment funds are reported at their fair value based on
quoted market prices as of the statement date. The fair value
of the Plan's interest in the Master Trust is based on the
beginning of year value of the Plan's interest in the trust
plus actual contributions and allocated investment income less
actual distributions and allocated administrative expenses.
The net unrealized and realized appreciation or depreciation
for the year is reflected as "Net appreciation (depreciation)
in fair value of investments" in the accompanying Statement of
Changes in Net Assets Available for Benefits With Fund
Information. Participant loans are valued at cost which
approximates fair value.
b. Purchases and sales of securities are reflected on a
trade-date basis. Brokerage commissions, stock transfer taxes,
and all other expenses incurred in the sale and purchase of
securities are included in the cost or subtracted from the
gross proceeds of the assets of the respective funds, as
appropriate. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
c. Investment advisory and trustee fees are paid by the Plan,
unless paid by the Company.
d. Realized/Unrealized gains and losses are computed
based on the difference between the fair value of the assets
at the beginning of the year or at the time of purchase for
assets purchased during the plan year and their fair value at
the end of the year or at the time of sale for assets sold
during the plan year.
<PAGE>
USE OF ESTIMATES
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of income
and expenses during the reporting period. Actual results could differ
from those estimates.
ADMINISTRATIVE EXPENSES
Administrative fees for accountants, legal counsel and other
specialists and any other costs of administering the Plan or trust
fund, unless paid directly by the Company, will be paid by the Plan and
will be charged against participants' accounts. Certain administrative
expenses directly relating to participant accounts are specifically
allocated and deducted from the participants' accounts.
3. PLAN INTEREST IN MASTER TRUST
A portion of the Plan's investments are in a Master Trust which was
established January 1, 1993, between the Company and the Trustee for the
investment of the assets of the Plan and the one other Company sponsored
retirement plan. Each participating retirement plan has an undivided interest
in the Master Trust. The assets of the Master Trust are held by the Trustee.
At December 31, 1998 and 1997, the Plan's interest in the net assets of the
Master Trust was approximately 86 percent and 88 percent, respectively.
Investment income and administrative expenses relating to the Master Trust
are allocated to the individual plans based on average monthly balances
invested by each plan.
The following table presents the aggregate fair values of investments held by
and investment income earned by the Trust in which the plan owns an undivided
interest as stated above.
<TABLE>
<CAPTION>
December 31,
1998 1997
----------------- ----------------
<S> <C> <C>
Investments at fair value:
Interest-bearing cash $ 300,000 $ 331,604
Value of interest in
Stable Value Fund 23,788,737 24,489,499
----------------- ----------------
$ 24,088,737 $ 24,821,103
----------------- ----------------
----------------- ----------------
</TABLE>
<TABLE>
<CAPTION>
For the year ended
December 31, 1998
-------------------
<S> <C>
Investment income:
Interest $ 17,068
Net investment gain from
Stable Value Fund 1,413,197
-------------------
$ 1,430,265
-------------------
-------------------
</TABLE>
<PAGE>
4. INVESTMENT OPTIONS
A description of each fund is shown below.
BALANCED FUND
The objective of this fund is to preserve capital and provide
current income while seeking long-term growth of both capital
and income. Assets are invested in a broadly diversified
portfolio of securities including common stocks, preferred
stocks, corporate bonds and U.S. Government securities. As of
December 31, 1997 and December 31, 1998 the Company was
invested in the American Balanced Fund.
STABLE VALUE FUND
The objective of this fund is to preserve the invested
principal and earn a reasonable rate of return. Assets are
invested as deposits with various banks and insurance
companies that are made at contracted rates of interest for
fixed time periods. As of December 31, 1997 and December 31,
1998 the Company was invested in the Banker's Trust Pyramid
GIC Fund.
EQUITY INDEX FUND
The objective of this fund is to replicate the performance
of the Standard & Poor's 500 Composite Stock Price Index.
As of December 31, 1997 and December 31, 1998 the Company
was invested in the Barclays Global Investors Equity Index
Fund.
MONEY MARKET FUND
The objective of this fund is to provide income on cash
reserves while preserving capital and maintaining liquidity.
Assets are invested in a high-quality portfolio of money
market instruments which may include commercial paper,
commercial bank obligations, savings association obligations,
corporate bonds and notes, and securities of the U.S.
Government. As of December 31, 1997 and December 31, 1998 the
Company was invested in the Cash Management Trust of America.
GROWTH FUND
The objective of this fund is to achieve capital appreciation
by investing primarily in common stock and securities
convertible into common stock of those companies whose sales
and earnings are increasing faster than the national average.
For the year ended December 31, 1997 the Company was invested
in the Kemper and Fidelity Growth Funds. As of December 31,
1998 the Company was invested in the Fidelity Growth Company
Fund.
<PAGE>
INTERNATIONAL GROWTH FUND
The objective of this fund is to achieve long-term growth of
capital by investing in securities of companies based outside
the U.S. Under normal market conditions, the fund seeks to
achieve this objective by investing primarily (at least 65
percent of its assets) in equity securities of issuers
domiciled in Europe or the Pacific Basin. As of December 31,
1997 and December 31, 1998 the Company was invested in the
EuroPacific Growth Fund.
BOND FUND
The objective of this fund is to maximize total return
consistent with the preservation of capital and prudent
investment management. The fund invests in a diversified
portfolio of fixed income securities of varying maturities,
which includes marketable corporate debt securities, U.S.
Government securities, mortgage related securities, other
asset-backed securities and cash or money market securities.
Effective November 1, 1997, this fund was added to the Plan as
an investment option. As of December 31, 1997 and December 31,
1998 the Company was invested in the PIMCO Total Return Fund.
DOLE COMMON STOCK FUND
The objective of this fund is to invest in Dole Food
Company, Inc. Common Stock.
5. TAX STATUS OF THE PLAN
In 1994, the Company amended and restated the Plan for compliance with the
Tax Reform Act of 1986 (the "1986 Act") and subsequent legislation, which
provided for certain changes to the rules relating to the tax qualification
of tax-exempt plans. Prior to restatement, the Plan Administrator believed
that the Plan was administered and operated in a manner consistent with the
1986 Act and subsequent legislation. The Plan is qualified under the Internal
Revenue Code as exempt from federal income taxes, and the Plan received a
favorable determination letter from the Internal Revenue Service regarding
the Plan's qualification on June 20, 1996. The Plan Administrator believes
that the Plan is currently designed and being operated in a manner that
qualifies it for continued tax-exempt status. Accordingly, no taxes have been
provided for in the accompanying financial statements.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA.
<PAGE>
7. PARTICIPANT WITHDRAWALS AND DISTRIBUTIONS
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1998 1997
-------------- --------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 129,588,306 $ 111,120,034
Amounts allocated to withdrawing
Participants (2,292,895) (2,113,647)
-------------- --------------
Net assets available for benefits per the
Form 5500 $ 127,295,411 $ 109,006,387
-------------- --------------
-------------- --------------
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31, 1998
----------------------
<S> <C>
Benefits paid to participants per the financial
statements $7,666,510
Add: Amounts allocated to withdrawing participants at
December 31, 1998 2,292,895
Less: Amounts allocated to withdrawing participants at
December 31, 1997 (2,113,647)
----------------------
Benefits paid to participants per the Form 5500 $7,845,758
----------------------
----------------------
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
8. SUBSEQUENT EVENT
Effective February 22, 1999, the trustee of the Plan changed from Mellon
Bank, N.A. to Northern Trust Company.
<PAGE>
SCHEDULE I
TAX-DEFERRED INVESTMENT PLAN
OF DOLE FOOD COMPANY, INC. AND
PARTICIPATING DIVISIONS AND SUBSIDIARIES
EIN: 99-0035300
PLAN 60
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Issuer, Borrower, Fair
Lessor, or Similar Party Description of Investment Cost Value
- ---------------------------------------------- ------------------------------------------- -------------- --------------
<S> <C> <C> <C>
Barclays Global Investors Money Market Fund Interest-Bearing Cash $ 220 $ 220
*Mellon EB Temporary Investment Fund Interest-Bearing Cash 38,044 38,044
American Funds American Balanced Fund 23,018,752 25,676,142
Wells Fargo Bank, N.A. Wells Fargo Equity Index Fund 17,811,364 36,187,540
American Funds EuroPacific Growth Fund 13,042,656 15,139,221
Bankers Trust Stable Value Fund 20,927,612 20,927,612
American Funds Cash Management Trust of America Fund 2,915,475 2,915,475
*Dole Food Company, Inc. Dole Common Stock Fund 4,139,195 4,413,420
Fidelity Institutional Retirement Services Co. Fidelity Growth Fund 15,955,498 18,518,975
PIMCO PIMCO Total Return Fund 2,786,590 2,720,520
*Loans from Plan participants Participant loans, interest rates ranging
from 7% to 10%, due 1999 to 2009 - 2,444,092
------------ ------------
$100,635,406 $128,981,261
------------ ------------
------------ ------------
</TABLE>
*Party-In-Interest
<PAGE>
SCHEDULE II
TAX-DEFERRED INVESTMENT PLAN
OF DOLE FOOD COMPANY, INC. AND
PARTICIPATING DIVISIONS AND SUBSIDIARIES
EIN: 99-0035300
PLAN 60
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Purchases Sales
------------------------- -------------------------------------------------
Number of Purchase Number of Selling Cost of Net Gain
Identity of Party Involved Description of Asset Transactions Price Transactions Price Asset or (Loss)
- -------------------------- ------------------------- ------------ ----------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
Mellon Bank, N.A. American Balanced Fund 1 $1,471,683 N/A N/A N/A -
Mellon Bank, N.A. Cash Management Trust
of America Fund 1 499,040 1 168,818 168,818 -
Mellon Bank, N.A. Cash Management Trust
of America Fund 1 615,696 1 162,117 162,117 -
Mellon Bank, N.A. Cash Management Trust
of America Fund N/A N/A 1 135,975 135,975 -
Mellon Bank, N.A. Fidelity Growth Fund 1 1,117,860 N/A N/A N/A -
Mellon Bank, N.A. PIMCO Total Return Fund 1 36,313 1 64,325 64,989 (664)
Mellon Bank, N.A. PIMCO Total Return Fund 1 127,383 1 69,351 67,712 1,639
Mellon Bank, N.A. PIMCO Total Return Fund 1 479,289 N/A N/A N/A -
Mellon Bank, N.A. PIMCO Total Return Fund 1 232,084 N/A N/A N/A -
Mellon Bank, N.A. PIMCO Total Return Fund 1 72,282 N/A N/A N/A -
Mellon Bank, N.A. PIMCO Total Return Fund 1 363,542 N/A N/A N/A -
Mellon Bank, N.A. PIMCO Total Return Fund 1 55,525 N/A N/A N/A -
<PAGE>
<CAPTION>
Purchases Sales
------------------------- -------------------------------------------------
Number of Purchase Number of Selling Cost of Net Gain
Identity of Party Involved Description of Asset Transactions Price Transactions Price Asset or (Loss)
- -------------------------- ------------------------- ------------ ----------- ------------ ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Mellon Bank, N.A. PIMCO Total Return Fund 1 $ 218,325 N/A N/A N/A -
Mellon Bank, N.A. PIMCO Total Return Fund 1 260,469 N/A N/A N/A -
Mellon Bank, N.A. PIMCO Total Return Fund 1 54,423 N/A N/A N/A -
Mellon Bank, N.A. PIMCO Total Return Fund 1 48,337 N/A N/A N/A -
Execution Services, Inc. Dole Foods, Inc. 1 457,632 N/A N/A N/A -
Cantor Fitzgerald & Co.,
Inc. Dole Foods, Inc. 1 1,245,430 N/A N/A N/A -
Cantor Fitzgerald & Co.,
Inc. Dole Foods, Inc. 1 647,145 N/A N/A N/A -
Mellon Bank, N.A. Temporary Investment Fund 1 456,896 1 457,632 457,632 -
Mellon Bank, N.A. Temporary Investment Fund 1 1,245,008 1 1,233,716 1,233,716 -
Mellon Bank, N.A. Temporary Investment Fund 1 645,942 1 647,145 647,145 -
SERIES OF TRANSACTIONS:
Mellon Bank, N.A. American Balanced Fund 62 $5,329,998 29 $4,199,705 $3,666,533 $533,172
Mellon Bank, N.A. Cash Management Trust
of America Fund 47 1,465,757 28 1,067,500 1,067,500 -
Mellon Bank, N.A. EuroPacific Growth Fund 56 2,892,406 35 4,088,569 3,682,135 406,434
Mellon Bank, N.A. Fidelity Growth Fund 57 4,106,236 22 1,388,726 1,276,533 112,193
Mellon Bank, N.A. Wells Fargo Equity
Index Fund 57 4,234,815 27 3,157,971 1,688,830 1,469,141
Mellon Bank, N.A. PIMCO Total Return Fund 61 2,290,050 12 208,822 208,255 567
Mellon Bank, N.A. Dole Foods, Inc. 41 2,905,369 18 372,502 185,231 187,271
Mellon Bank, N.A. Temporary Investment Fund 69 2,979,414 53 2,949,367 2,949,367 -
Mellon Bank, N.A. BSDT-Late Money
Deposit Account 20 170,309 20 170,309 170,309 -
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated June 4, 1999, included in this Form 11-K for the year ended
December 31, 1998, into Dole Food Company, Inc.'s previously filed
Registration Statement No. 33-60643.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
June 25, 1999
