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. 17)<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 23, 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
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
13,460,774
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES<*>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.6%
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 FILLING OUT!
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 960,700 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 23, 1999, Dole had outstanding 57,049,786 shares of Common
Stock, according to information provided by Dole as of such date.
Mr. Murdock has beneficial ownership of 13,460,774 (approximately
23.6%) of the outstanding shares of Dole Common Stock. Of such
shares, 11,843,682 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. 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.
On August 14, 1996, the Exchange Trust completed a public offering
of the Automatic Common Exchange Securities ("Traces TM/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 Traces TM/SM issued by the Exchange
Trust (or approximately 14.9% of the outstanding Traces TM/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
16 to this Statement filed April 7, 1999) are described on
Schedule B, which is incorporated herein by reference. These
purchases were effected through brokers on the New York Stock
Exchange or in privately negotiated transactions.
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 to this Amendment 17.
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 23rd 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
Date of Purchase Number of Securities Price per Security*
<TABLE>
<S> <C> <C>
4/7/99 6,600** $30.000
1,000** $29.938
3,900** $29.875
5,900** $29.812
3,100** $29.750
4,600** $29.688
1,500** $29.625
2,000** $29.562
500** $29.513
4/23/99 766,600*** $32.375
165,000*** $32.000
* exclusive of brokerage fees
** open market purchase
***privately negotiated purchase
</TABLE>
