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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.18)<F1>
Dole Food Company, Inc.
-------------------------------
(Name of Issuer)
Common Stock
-------------------------------
(Title of Class of Securities)
256605105
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(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)
August 16, 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 13 Pages)
[FN]
- ---------------
<F1> 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).
</F1>
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CUSIP NO. 256605105 13D Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
DAVID H. MURDOCK
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, BK, WC, AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
13,164,862
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
13,164,862
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,460,774
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 256605105 13D Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
FLIXI-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) 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!
<PAGE>
13D Page 4 of 13 Pages
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 settlement of the
contract ("Contract") discussed in Item 5 below.
Item 3. Source and Amount of Funds or Other Consideration.
Funds for the settlement of the Contract were provided from
the working capital and the borrowings of Pacific Holding
Company ("PHC"), a sole proprietorship of which Mr. Murdock is
the sole proprietor, and certain other entities controlled by
Mr. Murdock. Such other entities and Mr. Murdock maintain
lines of credit with several banks which were entered into in
the ordinary course of business, and are secured by
collateral, including shares of Dole.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety by substituting the
following:
On August 13, 1999, Dole had outstanding 57,050,178 shares of
Common Stock, according to information provided by Dole as of
such date.
Mr. Murdock has beneficial ownership of 13,460,774
(approximately 23.5%) of the outstanding shares of Dole Common
Stock. Of such shares, 11,843,682 shares are held by Mr.
Murdock as settlor, sole trustee and beneficiary of the David
H. Murdock Living Trust, a revocable trust ("Murdock Trust"),
and of those shares, 2,875,000 shares were pledged pursuant to
the 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, although these shares are
included in the totals on Page 2.
The shares beneficially owned by Mr. Murdock continue to
include 2,875,000 shares formerly subject to the Contract
dated August 8, 1996 with the Dole Food Automatic Common
Exchange Security Trust ("Exchange Trust"), a trust not
affiliated with Dole or Mr. Murdock. On August 16, 1999,
pursuant to an election permitted by and in accordance with
the terms of the Contract, Mr. Murdock settled the Contract by
a cash payment in lieu of delivery of the shares. The
Contract and its settlement are described in further detail
below.
On August 8, 1996, the Murdock Trust entered into the Contract
with the Exchange Trust relating to the disposition of a
maximum of 2,875,000 shares (subject to adjustment) ("Shares")
of the Common Stock of Dole held by the Murdock Trust.
<PAGE>
13D Page 5 of 13 Pages
On August 14, 1996, the Exchange Trust completed a public
offering of the Automatic Common Exchange Securities
("Traces trademark/servicemark") and the Murdock Trust received
$91,261,722 ($31.7438 per share), representing the price for the
Contract before expenses and fees.
The Contract required the Murdock Trust to deliver to the
Exchange Trust on the Exchange Date a number of shares of Common
Stock equal to the maximum amount of Shares of Common Stock
subject to the Contract multiplied by the Exchange Rate. The
Exchange Rate equaled (i) if the then Current Market Price of the
Common Stock was less than $47.125 per share ("Appreciation
Threshold Price") but equal to or greater than $39.25 per share
("Initial Price"), an amount equal to the Initial Price divided
by the then Current Market Price, (ii) if the then Current Market
Price was equal to or greater than the Appreciation Threshold
Price, .8329 and (iii) if the then Current Market Price was less
than the Initial Price, 1.0, subject to certain antidilutive
adjustments. The Exchange Rate on the Exchange Date was 1.0.
The Contract permitted the Murdock Trust to deliver, in lieu of
the Shares, the cash equivalent value of the applicable number
of shares at the Exchange Date, based on the then Current Market
Price, defined by the Contract as the average closing price for
the twenty trading days before the Exchange Date.
The Murdock Trust retained the right to vote the Shares and
receive dividends and other distributions on the Shares subject
to the Contract during the term of the Contract. The Shares
were pledged to secure the obligations of the Murdock Trust under
the Contract.
Prior to the Exchange Date, the Murdock Trust had acquired and
held 431,000 Traces trademark/servicemark issued by the Exchange
Trust (or approximately 14.9% of the outstanding Traces trademark/
servicemark issued by the Exchange Trust).
The Contract was amended August 2, 1999 to provide that if Mr.
Murdock and the Murdock Trust elected to exercise the cash
settlement option, the consideration delivered would include cash
at the Current Market Price for all Traces trademark/servicemark
not held by the Murdock Trust and the surrender to the Exchange
Trust of those Traces trademark/servicemark held by the
Murdock Trust. The amendment also clarified the Exchange Date as
August 16, 1999 in that the stated August 15, 1999 date was a
Sunday and not a business day.
On August 5, 1999, Mr. Murdock, as an individual, and as Trustee
of the Murdock Trust, delivered to The Bank of New York,
administrator of the Exchange Trust, notice of election to
exercise the cash settlement alternative as provided in the
Contract.
On August 16, 1999, the Exchange Date, the Current Market Price
was $26.9031 The Murdock Trust delivered to the Exchange Trust
$65,751,237.50, which funds were distributed by the Exchange
Trust to the holders of 2,444,000 Traces trademark/servicemark
other than the Murdock Trust, and surrendered 431,000
Traces trademark/servicemark to the administrator of the Trust.
The Shares were released to the Murdock Trust from the pledge
to the Exchange Trust.
<PAGE>
13D Page 6 of 13 Pages
There have been no other transactions of the Reporting Persons in
Dole Common Stock effected since the most recent filing on
Schedule 13D (Amendment 17 to this Statement filed April 26,
1999).
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 in Schedule A to Amendment 15
to this Schedule 13D. 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 Amendment 17 to this Schedule
13D.
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,
however, 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, which shares are not included in the totals on
Page 2.
Item 6. Contract, Arrangements, Understandings or Relations
With Respect to Securities of the Issuer.
In addition to information previously reported, see Item 7 below,
incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by inserting the following:
Exhibit 10. Amendment dated August 2, 1999 to the Purchase
Agreement previously filed as Exhibit 4 to this
Schedule 13D.
Exhibit 11. Notice of Election of Cash Settlement Alternative
dated August 4, 1999.
<PAGE>
CUSIP NO. 256605105 13D Page 7 of 13 Pages
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 15th day of August 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>
Page 8 of 13 Pages
Exhibit 10
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT (this "Amendment")
is made as of this 2nd day of August, 1999, between DAVID H.
MURDOCK, in his individual capacity, and as Trustee of the David
H. Murdock Living Trust dated May 28, 1986, as amended (referred
to in the original Purchase Agreement and in this Amendment as
the "Seller"), and DOLE FOOD AUTOMATIC COMMON EXCHANGE SECURITY
TRUST (the Trust and the Trustees thereof acting in their capacity
as such being referred to as the "Purchaser").
WHEREAS, Seller and Purchaser entered into a Purchase
Agreement dated as of the 8th day of August, 1996 (the
"Agreement"), providing in part for either the delivery of
certain shares of Dole Food Company common stock or, at the
option of Seller, cash in lieu of those securities, on August 15,
1999 (the "Exchange Date"); and
WHEREAS, at the time of execution of the Agreement, the
parties had not been advised that August 15, 1999, was a Sunday
and not a Business Day, and desire to clarify certain provisions
of the Agreement to deal with this circumstance; and
WHEREAS, the parties wish to clarify the terms for the
exercise of the cash settlement option provided for in Section
1.3(d) of the Agreement, if Seller should exercise that option,
to make it clear that Seller may include the Securities
(Automatic Common Exchange Securities issued by the Purchaser)
which Seller presently holds as part of the deliveries upon
exercising the cash settlement alternative;
NOW, THEREFORE, Purchaser and Seller have agreed as
follows, using capitalized terms not defined herein as defined in
the Agreement:
1. Actions Based on Exchange Date. Purchaser and
Seller hereby recognize that actual exchange contemplated by the
Purchase Agreement will take place on August 16, 1999. Further,
Seller and Purchaser acknowledge that the Trust will be required
to take actions based upon the Exchange Date, including returning
Contract Shares to Seller or distributing Contract Shares to
holders of Securities, on August 16, 1999, rather than on August
15, 1999. However, Purchaser acknowledges that the latest date
and time for delivery of notice of an exercise of the cash
settlement alternative, if Seller elects this option, will remain
the close of business at 5:00 p.m. New York time on August 5,
1999.
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Page 9 of 13 Pages
2. Clarification of Terms of Cash Settlement Option.
Purchaser and Seller agree that the consideration delivered upon
the exercise of the cash settlement option shall include cash at
the Current Market Price, as defined in the original Purchase
Agreement, for all Securities not held by Seller on the date of
this Amendment, plus the surrender of those Securities presently
held by Seller on the date of this Amendment. To effectuate this
Amendment, Seller represents and warrants to Purchaser that on the
date hereof Seller owns 431,000 Securities and will continue to
own such Securities through and including the Exchange Date
unless the cash settlement alternatives is not exercised or
abandoned. Further, Seller agrees not to purchase any additional
Securities.
3. Designation of Authorized Agents and Persons to
Receive Notices.
a. In the original Purchase Agreement, Seller
directed that all notices should be given to
the following address:
c/o Pacific Holding Company
10900 Wilshire Boulevard, Suite 1600
Los Angeles, CA 90024
Attention: Gerald W. LaFleur
Seller hereby directs that, instead, notices shall be delivered
to Seller at the same address, but to the attention of Scott A.
Griswold or Roberta Wieman, and therefore notices to Seller shall
be directed as follows:
c/o Pacific Holding Company
10900 Wilshire Boulevard, Suite 1600
Los Angeles, CA 90024
Attention: Scott A. Griswold or Roberta Wieman
Seller further agrees that notices may be transmitted by
facsimile/telecopy provided they are sent to the following
number: 310-208-8295 and confirmed by a mailed or courier-
delivered copy of such notice.
b. Purchaser hereby directs that notices to it
shall be care of the administrator for
Purchaser as follows:
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Betty Coccoza
Telecopy No. (212) 815-7157
<PAGE>
Page 10 of 13 Pages
c. Seller authorizes Scott A. Griswold and
Roberta Wieman to give notices and take
actions on his behalf related to the Contract
Shares and the Agreement.
4. Methods for Actual Delivery of Shares or Cash
Consideration. Seller hereby agrees, and Purchaser hereby
directs, that if the cash settlement option is exercised, the
cash portion of such payment shall be directed to Purchaser at
the following wire transfer account:
The Bank of New York
ABA #021 000 018
GLA 111565
CUST A/C #017102
Re: Bank of New York as Collateral Agent for Dole
Traces
Purchaser hereby agrees, and Seller hereby directs,
that if the cash settlement is elected, Securities to be
surrendered by Seller as part of the cash settlement alternative
shall be delivered to the administrator for the Trust at the
following address and shall be deposited not later than one
Business Day prior to August 16, 1999. Purchaser hereby agrees,
and Seller hereby directs, that the certificates for the Contract
Shares to be returned to Seller, if Seller elects the stock
settlement alternative, shall be Certificates No. NY 196708
presently held by the Custodian, duly endorsed as Seller shall
hereafter direct, and that such delivery shall be effected at the
offices of the administrator and the Custodian, namely The Bank
of New York, 101 Barclay Street, 12th Floor East, New York, New
York, on August 16, 1999.
5. Affirmation of Agreement. Except as amended by
this Amendment, the Purchase Agreement is hereby confirmed and
ratified in its entirety.
[SIGNATURES ON FOLLOWING PAGE]
<PAGE>
Page 11 of 13 Pages
IN WITNESS WHEREOF, Purchaser and Seller have executed
this Amendment as of the date and year first above written.
"Seller"
/s/ David H. Murdock
---------------------------------------
DAVID H. MURDOCK, in his individual capacity,
and as Trustee of the David H. Murdock Living
Trust dated May 28, 1986, as amended
"Purchaser"
/s/ William R. Latham III
---------------------------------------
WILLIAM R. LATHAM III, as Trustee
/s/ James B. O'Neill
---------------------------------------
JAMES B. O'NEILL, as Trustee
/s/ Donald J. Puglisi
---------------------------------------
DONALD J. PUGLISI, as Trustee
EACH AS A TRUSTEE OF DOLE FOOD
AUTOMATIC COMMON EXCHANGE
SECURITY TRUST
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Page 12 of 13
Exhibit 11
Pacific Holding Company
Murdock Plaza
10900 Wilshire Boulevard
Los Angeles, California 90024
(310) 208-6055
HAND DELIVERED
August 4, 1999
William R. Latham, III
James O'Neill and Donald J. Puglisi,
as Trustees of the Dole Food Automatic
Common Exchange Security Trust
c/o Betty A. Cocozza, Vice President
Corporate Trust Administration
Bank of New York
101 Barclay Street, 12 East
New York, New York 10286
Re: Notice of Election of Cash Settlement Alternative under
Purchase Agreement dated August 8, 1996, as amended
August 2, 1997 (the "Agreement"), between David H.
Murdock, in his individual capacity as trustee of the
David H. Murdock Living Trust dated May 28, 1986, as
amended ("Seller"), and Dole Food Automatic Common
Exchange Security Trust ("Purchaser")
Ladies and Gentlemen:
Pursuant to Section 1.3(d) of the Agreement, Seller
hereby elects the Cash Settlement Alternative provided for in
the Agreement. Capitalized terms used in this letter without
definition are used as defined in the Agreement.
Under the terms of the Agreement, on August 16, 1999,
Seller shall send a wire transfer to the Bank of New York, as
custodian for the Purchaser (the "Custodian"), in an amount
equal to the Market Price (as determined under the Agreement)
of 2,444,000 shares of common stock of Dole Food Company, Inc.
(the "Dole Stock") held under the Agreement, to the account
designated by the Custodian in the August 2, 1999 amendment
(the "Wire"). Seller will have the undersigned or an
authorized representative available on August 13, 1999 to
confirm the calculation of the Market Price with the
Custodian. Simultaneously, the Seller shall surrender to the
Bank 431,000 Securities currently owned by Seller (the
<PAGE>
Page 13 of 13 pages
William R. Latham III, James O'Neill
and Donald J. Puglisi
August 4, 1999
Page 2
"Surrender"). The certificate representing these securities
will be delivered to the Custodian on or before August 13,
1999.
Upon the Wire and Surrender, the Custodian shall transfer
to Seller all of the Contract Shares of Dole Food Company,
Inc. Common Stock held by the Bank under the terms of the
Custodian Agreement dated August 8, 1996. For this purpose,
Seller directs that certificates no. NY 196 708 and no.
NY 196 709, duly endorsed in blank, shall be delivered to a
representative identified by Seller, which Seller presently
contemplates will be a person from Chase Manhattan, N.A.
Very truly yours,
/s/ David H. Murdock
-----------------------------------
DAVID H. MURDOCK, in his individual
capacity, and as Trustee of the David
H. Murdock Living Trust dated May 28,
1986, as amended
<PAGE>
