<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, 1996
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, 1996 AND 1995
<TABLE>
<S> <C>
SIGNATURES 1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 2
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits, with Fund
Information as of December 31, 1996 and 1995 3-4
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information for the Year Ended December 31, 1996 5
NOTES TO FINANCIAL STATEMENTS 6-13
SUPPLEMENTAL SCHEDULES:
Schedule I: Item 27a - Schedule of Assets Held for Investment 14
Purposes as of December 31, 1996
Schedule II: Item 27d - Schedule of Reportable Transactions for 15
the Year Ended December 31, 1996
EXHIBITS 16
</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, 1996 and 1995 and the related statement of changes in net
assets available for benefits with fund information for the year ended
December 31, 1996. 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, 1996 and 1995 and the changes in
its net assets available for benefits with fund information for the year
ended December 31, 1996 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 PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
American Barclays EuroPacific
Balanced Equity Kemper Growth
Total Fund Index Fund Growth Fund Fund
----------- ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS:
CASH $ 9,550 $ - $ 514 $ - $ -
INVESTMENTS, AT FAIR VALUE:
Value of interest in
common/collective trusts 17,800,301 - 17,800,301 -
Plan interest in Master Trust 19,111,420 - - - -
Value of interest in registered 51,333,801 19,022,388 - 12,599,572 11,226,715
investment companies
Corporate common stock 3,247,307 - - - -
Loans to participants 2,474,305 - - - -
----------- ----------- ----------- ----------- -----------
Total investments 93,967,134 19,022,388 17,800,301 12,599,572 11,226,715
RECEIVABLES:
Employer contributions 221,954 44,623 43,782 33,166 30,222
Employee contributions 227,204 44,267 45,830 35,973 33,078
Sales pending settlement 29,368 - - - -
----------- ----------- ----------- ----------- -----------
Total receivables 478,526 88,890 89,612 69,139 63,300
----------- ----------- ----------- ----------- -----------
Total assets 94,455,210 19,111,278 17,890,427 12,668,711 11,290,015
----------- ----------- ----------- ----------- -----------
LIABILITIES:
ACCRUED LIABILITIES (17,850) (3,169) (2,819) (2,003) (1,240)
----------- ----------- ----------- ----------- -----------
Total liabilities (17,850) (3,169) (2,819) (2,003) (1,240)
----------- ----------- ----------- ----------- -----------
ACCRUED TRANSFERS BETWEEN FUNDS/PLANS (5,546) (90,397) (88,485) (231,374) (133,530)
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $94,431,814 $19,017,712 $17,799,123 $12,435,334 $11,155,245
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
<CAPTION>
Dole
Stable Money Common Fidelity
Value Fund Market Fund Stock Fund Growth Fund Loan Fund
------------ ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
CASH $ - $ - $ 9,036 $ - $ -
INVESTMENTS, AT FAIR VALUE:
Value of interest in
common/collective trusts - - - - -
Plan interest in Master Trust 19,111,420 - - - -
Value of interest in registered - 2,334,544 - 6,150,582 -
investment companies
Corporate common stock - - 3,247,307 - -
Loans to participants - - - - 2,474,305
----------- ---------- ---------- ---------- ----------
Total investments 19,111,420 2,334,544 3,247,307 6,150,582 2,474,305
RECEIVABLES:
Employer contributions 29,678 4,804 4,627 31,052 -
Employee contributions 33,513 5,176 4,930 24,437 -
Sales pending settlement - - 29,368 - -
----------- ---------- ---------- ---------- ----------
Total receivables 63,191 9,980 38,925 55,489 -
----------- ---------- ---------- ---------- ----------
Total assets 19,174,611 2,344,524 3,295,268 6,206,071 2,474,305
----------- ---------- ---------- ---------- ----------
LIABILITIES:
ACCRUED LIABILITIES (7,346) (356) 147 (1,064) -
----------- ---------- ---------- ---------- ----------
Total liabilities (7,346) (356) 147 (1,064) -
----------- ---------- ---------- ---------- ----------
ACCRUED TRANSFERS BETWEEN FUNDS/PLANS 173,888 384,987 75,738 (145,675) 49,302
----------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $19,341,153 $2,729,155 $3,371,153 $6,059,332 $2,523,607
----------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ----------
</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 PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
American Barclays EuroPacific
Balanced Equity Kemper International
Total Fund Index Fund Growth Fund Fund
----------- ------------ ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS:
CASH $ 112,163 $ - $ 92,077 $ - $ -
INVESTMENTS AT FAIR VALUE:
Value of interest in
common/collective trusts 14,792,104 - 14,792,104 - -
Value of interest in Master Trust 19,743,894 - - - -
Value of interest in registered
investment companies 44,251,327 17,191,789 - 11,383,127 9,590,338
Corporate common stock 2,350,040 - - - -
Loans to participants 2,771,196 - - - -
----------- ----------- ----------- ----------- ----------
Total investments 83,908,561 17,191,789 14,792,104 11,383,127 9,590,338
RECEIVABLES:
Employer contributions 273,947 56,046 45,883 45,461 38,902
Employee contributions 278,287 54,295 51,646 43,617 42,360
Dividends receivable 250,990 - 240,663 - -
Sales pending settlement 19,320 - - - -
Accrued income 275,470 73,608 62,068 48,544 40,615
----------- ----------- ----------- ----------- ----------
Total receivables 1,098,014 183,949 400,260 137,622 121,877
----------- ----------- ----------- ----------- ----------
Total assets $85,118,738 $17,375,738 $15,284,441 $11,520,749 $9,712,215
----------- ----------- ----------- ----------- ----------
LIABILITIES:
ACCRUED LIABILITIES (826,000) (630) (333,219) (311,615) (174,156)
----------- ----------- ----------- ----------- ----------
Total liabilities (826,000) (630) (333,219) (311,615) (174,156)
----------- ----------- ----------- ----------- ----------
ACCRUED TRANSFER OF ASSETS DUE TO SPIN-OFF (8,055,701) (1,501,850) (1,548,683) (1,489,096) (892,709)
ACCRUED TRANSFERS BETWEEN FUNDS/PLANS (77,012) (125,415) (43,634) (30,008) 3,920
----------- ----------- ----------- ----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $76,160,025 $15,747,843 $13,358,905 $ 9,690,030 $8,649,270
----------- ----------- ----------- ----------- ----------
----------- ----------- ----------- ----------- ----------
<CAPTION>
Dole
Stable Money Common Fidelity
Value Fund Market Fund Stock Fund Growth Fund Loan Fund
------------ ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS:
CASH $ - $ - $ 20,029 $ - $ 57
INVESTMENTS AT FAIR VALUE:
Value of interest in
common/collective trusts - - - - -
Value of interest in Master Trust 19,743,894 - - - -
Value of interest in registered
investment companies - 2,290,747 - 3,795,326 -
Corporate common stock - - 2,350,040 - -
Loans to participants - - - - 2,771,196
----------- ---------- ---------- ---------- ----------
Total investments 19,743,894 2,290,747 2,350,040 3,795,326 2,771,196
RECEIVABLES:
Employer contributions 52,388 12,229 4,023 19,015 -
Employee contributions 52,837 9,760 2,315 21,457 -
Dividends receivable - 10,255 72 - -
Sales pending settlement - - 19,320 - -
Accrued income 24,667 9,948 - 16,020 -
----------- ---------- ---------- ---------- ----------
Total receivables 129,892 42,192 25,730 56,492 -
----------- ---------- ---------- ---------- ----------
Total assets $19,873,786 $2,332,939 $2,395,799 $3,851,818 $2,771,253
----------- ---------- ---------- ---------- ----------
LIABILITIES:
ACCRUED LIABILITIES (6,028) (67) (36) (249) -
----------- ---------- ---------- ---------- ----------
Total liabilities (6,028) (67) (36) (249) -
----------- ---------- ---------- ---------- ----------
ACCRUED TRANSFER OF ASSETS DUE TO SPIN-OFF (1,495,830) (429,080) (495,345) (203,108) -
ACCRUED TRANSFERS BETWEEN FUNDS/PLANS (108,172) 30,055 1,216 170,859 24,167
----------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $18,263,756 $1,933,847 $1,901,634 $3,819,320 $2,795,420
----------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ----------
</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
PLAN BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
American Barclays EuroPacific
Balanced Equity Kemper Growth
Total Fund Index Fund Growth Fund Fund
----------- ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Interest $ 173,188 $ - $ 426 $ - $ -
Dividends 21,711 - - - -
Net appreciation (depreciation)
in fair value of investments 9,660,023 2,102,827 3,276,451 2,020,181 1,913,776
Plan interest in Master Trust 975,368 - - - -
----------- ----------- ----------- ----------- -----------
Total investment income 10,830,290 2,102,827 3,276,877 2,020,181 1,913,776
----------- ----------- ----------- ----------- -----------
Contributions:
Employee 6,838,022 1,418,332 1,306,885 1,021,090 958,713
Employer 2,155,222 421,678 408,951 337,709 303,549
----------- ----------- ----------- ----------- -----------
Total contributions 8,993,244 1,840,010 1,715,836 1,358,799 1,262,262
----------- ----------- ----------- ----------- -----------
Total additions 19,823,534 3,942,837 4,992,713 3,378,980 3,176,038
----------- ----------- ----------- ----------- -----------
DEDUCTIONS:
Benefits paid to participants
(net of repayment of loans) (7,003,136) (1,096,231) (1,287,789) (861,206) (815,000)
Administrative expenses (28,603) (2,502) (13,168) (1,500) (953)
----------- ----------- ----------- ----------- -----------
Total deductions (7,031,739) (1,098,733) (1,300,957) (862,706) (815,953)
----------- ----------- ----------- ----------- -----------
TRANSFERS BETWEEN FUNDS/PLANS (129,921) (26,971) 192,392 (83,725) (36,488)
TRANSFER OF ASSETS FROM BUD ANTLE 5,898,982 515,910 657,660 381,168 226,832
TRANSFER OF ASSETS DUE TO SPIN-OFF (289,067) (63,174) (101,590) (68,413) (44,454)
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) 18,271,789 3,269,869 4,440,218 2,745,304 2,505,975
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 76,160,025 15,747,843 13,358,905 9,690,030 8,649,270
----------- ----------- ----------- ----------- -----------
End of year $94,431,814 $19,017,712 $17,799,123 $12,435,334 $11,155,245
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
<CAPTION>
Dole
Stable Money Common Fidelity
Value Fund Market Fund Stock Fund Growth Fund Loan Fund
----------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Interest $ - $ - $ 478 $ - $ 172,284
Dividends - (9,948) 31,659 - -
Net appreciation (depreciation)
in fair value of investments - 103,625 (580,845) 824,008 -
Plan interest in Master Trust 975,368 - - - -
----------- ---------- ---------- ---------- ----------
Total investment income 975,368 93,677 (548,708) 824,008 172,284
----------- ---------- ---------- ---------- ----------
Contributions:
Employee 1,057,753 198,332 122,347 754,570 -
Employer 356,303 63,131 32,103 231,798 -
----------- ---------- ---------- ---------- ----------
Total contributions 1,414,056 261,463 154,450 986,368 -
----------- ---------- ---------- ---------- ----------
Total additions 2,389,424 355,140 (394,258) 1,810,376 172,284
----------- ---------- ---------- ---------- ----------
DEDUCTIONS:
Benefits paid to participants
(net of repayments of loans) (1,573,830) (208,142) (267,185) (893,753) -
Administrative expenses (9,445) (287) (50) (698) -
----------- ---------- ---------- ---------- ----------
Total deductions (1,583,275) (208,429) (267,235) (894,451) -
----------- ---------- ---------- ---------- ----------
TRANSFERS BETWEEN FUNDS/PLANS (1,177,814) 352,953 186,574 907,255 (444,097)
TRANSFER OF ASSETS FROM BUD ANTLE 1,474,484 304,455 1,904,961 433,512 -
TRANSFER OF ASSETS DUE TO SPIN-OFF (25,422) (8,811) 39,477 (16,680) -
----------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE) 1,077,397 795,308 1,469,519 2,240,012 (271,813)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 18,263,756 1,933,847 1,901,634 3,819,320 2,795,420
----------- ---------- ---------- ---------- ----------
End of year $19,341,153 $2,729,155 $3,371,153 $6,059,332 $2,523,607
----------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ----------
</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, 1996
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
("Divisions") and Subsidiaries (collectively, the "Company"). It is provided
here for general information purposes only. Participants should refer to the
respective 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, all 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,
1996 and 1995, there were approximately 2,019 and 2,466 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
<PAGE>
Plan document. If the Company does not have sufficient current or
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 were permitted to contribute 1
to 10 percent of pre-tax compensation, and effective July 1, 1995,
participants were permitted to 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 fully vested in both their contributions and
employer contributions after completing one hour of service.
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
<PAGE>
the month end preceding the loan application, or (b) $50,000, less any
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. The interest rate charged on outstanding participant loans on
December 31, 1996 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.
The amount of any withdrawal will be made in proportionate amounts
from each of the investment funds in which the participant has funds
invested.
<PAGE>
TRANSFERS BETWEEN FUNDS/PLANS
A participant may elect to transfer all or a portion of his 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.
TRANSFER OF ASSETS DUE TO SPIN-OFF
On December 28, 1995, the Company completed the separation of its
real estate and resorts entity, Castle & Cooke, Inc. ("Castle") from
its food business. In connection with the separation, each Company
shareholder of record on December 20, 1995, received a dividend of
one share of Castle common stock for every three shares of the
Company's common stock.
As of December 31, 1995, the net Plan assets attributable to Castle
employees transferred to a plan established by Castle amounted to
$8,055,701. The transfer was completed on April 23, 1996. The
amount presented in the statement of changes as transfer of assets
due to spin-off is the account activity from December 31, 1995 to
April 23, 1996.
TRANSFER OF ASSETS FROM BUD ANTLE
During 1996 the Dole Food Company, Inc. Bud Profit-Sharing Plan
("Bud Antle") was terminated and the assets were transferred to the
Plan. The transfer was completed on August 31, 1996 and the amount
of the transfer was $5,898,982.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements have been prepared on the accrual
basis of accounting. The following accounting policies are applied:
a. All investment funds are reported at their fair value 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
appreciation or depreciation for the year is reflected in the
accompanying Statement of Changes in Net Assets Available for
Plan Benefits with Fund Information.
b. The Loan Fund reflects the balance of loans outstanding from
participants as of the statement date.
<PAGE>
c. 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.
d. Investment advisory and trustee fees are paid by
the Plan, unless paid by the Company.
e. 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.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles 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 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, 1996
and 1995, the Plan's interest in the net assets of the Master Trust was
approximately 87 percent. 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.
<PAGE>
The following table presents the fair values of investments, as of December 31,
for the master trust:
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Investments at fair value:
Interest-bearing cash $ 300,000 $ 211,011
Value of interest in
common/collective trusts 21,696,768 16,281,916
Value of unallocated
insurance contracts - 6,157,218
----------- -----------
$21,996,768 $22,650,145
----------- -----------
----------- -----------
</TABLE>
Investment income of the master trust, for the year ended December 31, 1996, is
as follows:
<TABLE>
<S> <C>
Investment income:
Interest $ 59,573
Net investment gain from
common/collective trusts 1,154,798
----------
$1,214,371
----------
----------
</TABLE>
4. INVESTMENT OPTIONS
A description of each fund is shown below.
AMERICAN 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.
STABLE VALUE FUND
Assets are invested as deposits with various banks and insurance
companies that are made at contracted rates of interest for fixed
time periods.
BARCLAYS 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, 1995, Barclays Bank PLC and certain of its affiliates acquired
substantially all of Wells Fargo Instituional Trust Company and its
parent, Wells Fargo Nikko Investment Advisors. Effective January 1,
1996, Wells Fargo Institutional Trust Company was renamed Barclays
Global Investors Equity Index Fund.
<PAGE>
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.
KEMPER GROWTH FUND
Assets are invested in a mutual fund whose objective is growth of
capital. Fund managers seek to invest in companies whose sales and
earnings are increasing faster than the national average.
EUROPACIFIC 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.
DOLE COMMON STOCK FUND
The objective of this fund is to invest in Dole Food Company, Inc.
Common Stock.
FIDELITY 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 which have above average growth
characteristics.
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.
<PAGE>
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.
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,
1996 1995
------------ ------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $94,431,814 $76,160,025
Amounts allocated to withdrawing
participants (409,299) (645,378)
------------ ------------
Net assets available for benefits per the
Form 5500 $94,022,515 $75,514,647
------------ ------------
------------ ------------
</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, 1996
-----------------
<S> <C>
Benefits paid to participants per the financial
statements $7,003,136
Add: Amounts allocated to withdrawing participants at
December 31, 1996 409,299
Less: Amounts allocated to withdrawing participants at
December 31, 1995 (645,378)
-----------------
Benefits paid to participants per the Form 5500 $6,767,057
-----------------
-----------------
</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.
<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, 1996
<TABLE>
<CAPTION>
Identity of Issuer, Borrower, Description of Investment, Including Maturity Date, Fair
Lessor, or Similar Party Rate of Interest, Collateral, Par or Maturity Value Cost Value
- ----------------------------------------------- ---------------------------------------------------- ----------- ------------
<S> <C> <C> <C>
Barclays Global Investors Money Market Fund Interest-bearing Cash $ 514 $ 514
EB Temporary Investment Fund Interest-bearing Cash 9,036 9,036
American Funds American Balanced Fund 17,120,134 19,022,388
Wells Fargo Bank, N.A. Wells Fargo Equity Index Fund 11,229,790 17,800,301
Kemper Financial Services, Inc. Kemper Growth Fund 13,542,106 12,599,572
American Funds EuroPacific Growth Fund 9,325,179 11,226,715
Bankers Trust Stable Value Fund 19,111,420 19,111,420
American Funds Cash Management Trust of America Fund 2,334,544 2,334,544
*Dole Food Company, Inc. Dole Common Stock Fund 1,675,920 3,247,307
Fidelity Institutional Retirement Services Co. Fidelity Growth Fund 5,766,352 6,150,582
*Loans from Plan Participants Participant loans, interest rates ranging from
7% to 10% - 2,474,305
----------- -----------
$80,114,995 $93,976,684
----------- -----------
----------- -----------
</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, 1996
<TABLE>
<CAPTION>
Purchases Sales
------------------------ -------------------------------------------------
Number of Purchase Number of Selling Cost of
Identity of Party Involved Description of Asset Transactions Price Transactions Price Asset Net Gain
- --------------------------- ------------------------- ------------ ---------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS:
None
SERIES OF TRANSACTIONS:
Mellon Bank, N.A. American Balanced Fund 62 $3,565,376 24 $3,251,224 $2,898,273 $352,951
Mellon Bank, N.A. Cash Management Trust of
America Fund 60 3,211,975 22 3,178,433 3,178,433 -
Mellon Bank, N.A. EuroPacific Growth Fund 54 2,258,398 27 2,218,841 1,904,180 314,661
Mellon Bank, N.A. Fidelity Growth Fund 59 2,970,023 21 1,414,488 1,306,639 107,849
Mellon Bank, N.A. Kemper Growth Fund 56 3,261,143 27 2,800,887 2,514,654 286,233
Mellon Bank, N.A. Wells Fargo Equity
Index Fund 123 5,597,586 76 5,927,474 4,812,927 1,114,547
</TABLE>
Note: Series of transactions may include single transactions greater than 5%
<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, 1996, into Dole Food Company, Inc.'s previously filed
Registration Statement No. 33-60643.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
June 25, 1999
