<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, 1995
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 SCHEDULES
DECEMBER 31, 1995 and 1994
<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, 1995 and 1994 3-4
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information for the Year Ended December 31, 1995 5
Notes to Financial Statements 6-14
SUPPLEMENTAL SCHEDULES:
Schedule I Item 27a - Schedule of Assets Held for Investment 15
Purposes as of December 31, 1995
Schedule II Item 27d - Schedule of Reportable Transactions for 16-17
the Year Ended December 31, 1995
EXHIBITS 18
</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, 1995 and 1994 and the related statement of changes in net
assets available for benefits with fund information for the year ended
December 31, 1995. 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, 1995 and 1994 and the changes in
its net assets available for benefits with fund information for the year
ended December 31, 1995 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, 1995
<TABLE>
<CAPTION>
American Wells Fargo EuroPacific
Balanced Equity Kemper Growth
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>
Cash
Management Dole
Stable Trust of Common Fidelity
Value Fund America 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 NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
American Wells Fargo EuroPacific
Balanced Equity Kemper Growth
Total Fund Index Fund Growth Fund Fund
----------- ------------ ------------ ----------- ------------ -
<S> <C> <C> <C> <C> <C>
ASSETS:
CASH $ 295,414 $ 56,431 $ 54,215 $ 53,637 $ 55,318
INVESTMENTS AT FAIR VALUE:
Value of interest in common/collective
trusts 10,337,556 - 10,337,556 - -
Value of interest in Master Trust 23,047,604 - - - -
Value of interest in registered
investment companies 33,045,484 14,278,892 - 8,148,978 8,486,296
Corporate common stock 1,738,363 - - - -
Loans to participants 2,776,965 - - - -
----------- ----------- ----------- ---------- ----------
Total investments 70,945,972 14,278,892 10,337,556 8,148,978 8,486,296
RECEIVABLES:
Employer contributions 1,617,855 309,056 243,780 216,436 219,977
Participant contributions 269,092 47,636 43,322 47,313 45,190
Dividends receivable 10,464 - - - -
Sales pending settlement 1,063,843 107,220 - 410,531 322,089
Accrued income 10,477 2,562 3,692 1,793 1,766
Transfers - 35,762 (31,119) (21,451) 62,130
----------- ----------- ----------- ---------- ----------
Total receivables 2,971,731 502,236 259,675 654,622 651,152
----------- ----------- ----------- ---------- ----------
Total assets $74,213,117 $14,837,559 $10,651,446 $8,857,237 $9,192,766
----------- ----------- ----------- ---------- ----------
----------- ----------- ----------- ---------- ----------
LIABILITIES:
ACCRUED LIABILITIES $ (10,756) $ (1,232) $ (393) $ (132) $ (20)
----------- ----------- ----------- ---------- ----------
Total liabilities (10,756) (1,232) (393) (132) (20)
----------- ----------- ----------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $74,202,361 $14,836,327 $10,651,053 $8,857,105 $9,192,746
----------- ----------- ----------- ---------- ----------
----------- ----------- ----------- ---------- ----------
<CAPTION>
Cash
Management Dole
Stable Trust of Common Loan
Value Fund America Fund Stock Fund Fund
------------ ------------ ---------- ----------
<S> <C> <C> <C> <C>
ASSETS:
CASH $ 55,485 $ 17,184 $ 3,144 $ -
INVESTMENTS AT FAIR VALUE:
Value of interest in common/collective
trusts - - - -
Value of interest in Master Trust 23,047,604 - - -
Value of interest in registered
investment companies - 2,131,318 - -
Corporate common stock - - 1,738,363 -
Loans to participants - - - 2,776,965
----------- ---------- ---------- ----------
Total investments 23,047,604 2,131,318 1,738,363 2,776,965
RECEIVABLES:
Employer contributions 549,014 79,592 - -
Participant contributions 73,870 11,761 - -
Dividends receivable - 10,464 - -
Sales pending settlement - 188,370 35,633 -
Accrued income 659 - 5 -
Transfers 58,616 (86,617) (38,155) 20,834
----------- ---------- ---------- ---------
Total receivables 682,159 203,570 (2,517) 20,834
----------- ---------- ---------- ----------
Total assets $23,785,248 $2,352,072 $1,738,990 $2,797,799
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
LIABILITIES:
ACCRUED LIABILITIES $ (7,589) $ (763) $ (627) $ -
----------- ---------- ---------- ----------
Total liabilities (7,589) (763) (627) -
----------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $23,777,659 $2,351,309 $1,738,363 $2,797,799
----------- ---------- ---------- ----------
----------- ---------- ---------- ----------
</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, 1995
<TABLE>
<CAPTION>
American Wells Fargo EuroPacific
Balanced Equity Kemper Growth
Total Fund Index Fund Growth Fund Fund
----------- ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
EMPLOYER CONTRIBUTIONS $ 2,914,936 $ 564,315 $ 457,096 $ 607,263 $ 484,337
EMPLOYEE CONTRIBUTIONS 7,089,841 1,565,276 1,240,946 1,071,159 1,285,399
EARNINGS:
Interest 166,639 123 5,430 92 48
Dividends 38,091 - - - -
Net appreciation in fair value
of investments 12,699,188 3,773,815 3,940,020 2,541,135 1,042,628
Plan interest in Master Trust
investment income 1,233,580 - - - -
PARTICIPANT WITHDRAWALS AND
DISTRIBUTIONS (NET OF REPAYMENT OF LOANS) (9,087,995) (1,705,072) (1,195,732) (949,428) (735,388)
TRANSFERS BETWEEN FUNDS/PLANS (5,019,352) (1,784,460) (188,466) (947,802) (1,727,476)
TRANSFER OF ASSETS DUE TO SPIN-OFF (8,055,701) (1,501,850) (1,548,683) (1,489,096) (892,709)
ADMINISTRATIVE EXPENSES (21,563) (631) (2,759) (398) (315)
----------- ----------- ----------- ---------- -----------
INCREASE (DECREASE) IN NET ASSETS 1,957,664 911,516 2,707,852 832,925 (543,476)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 74,202,361 14,836,327 10,651,053 8,857,105 9,192,746
----------- ----------- ----------- ---------- -----------
End of year $76,160,025 $15,747,843 $13,358,905 $9,690,030 $ 8,649,270
----------- ----------- ----------- ---------- -----------
----------- ----------- ----------- ---------- -----------
<CAPTION>
Cash
Management Dole
Stable Trust Common Fidelity
Value Fund of America Stock Fund Growth Fund Loan Fund
----------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
EMPLOYER CONTRIBUTIONS $ 616,965 $ 116,605 $ 8,077 $ 60,278 $ -
EMPLOYEE CONTRIBUTIONS 1,329,139 286,266 22,884 288,772 -
EARNINGS:
Interest - 21 152 - 160,773
Dividends - 9,585 28,506 - -
Net appreciation in fair value
of investments - 120,248 1,213,321 66,959 1,062
Plan interest in Master Trust
investment income 1,233,580 - - - -
PARTICIPANT WITHDRAWALS AND
DISTRIBUTIONS (NET OF REPAYMENT OF LOANS) (3,995,993) (168,453) (43,671) (27,329) (266,929)
TRANSFERS BETWEEN FUNDS/PLANS (3,184,961) (352,584) (570,314) 3,633,996 102,715
TRANSFER OF ASSETS DUE TO SPIN-OFF (1,495,830) (429,080) (495,345) (203,108) -
ADMINISTRATIVE EXPENSES (16,803) (70) (339) (248) -
----------- ---------- ---------- ---------- ----------
INCREASE (DECREASE) IN NET ASSETS (5,513,903) (417,462) 163,271 3,819,320 (2,379)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of year 23,777,659 2,351,309 1,738,363 - 2,797,799
----------- ---------- ---------- ---------- ----------
End of year $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
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
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
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").
a. 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 elibigle to participate in the Plan according to the
provisions of each individual operating company. As of December 31,
1995 and 1994, there were approximately 2,466 and 2,804 active
participants in the Plan, respectively.
b. ADMINISTRATION
Dole Food Company, Inc. is the Plan Administrator and has assigned
responsibility for the operation and administration of the Plan to
the Corporate Compensation and Benefits Committee (the "Committee")
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.
c. FUND EARNINGS ALLOCATION
Earnings for each of the funds are allocated to participants on a
monthly basis. Each participant's account is allocated a portion of
the earnings based on a prorata share of the participant's adjusted
fund account balance to each fund balance.
<PAGE>
d. EMPLOYEE CONTRIBUTIONS
Prior to January 1, 1995 most employees who elected to participate in
the Plan could elect to contribute 1 to 10 percent of their salary on a
before-tax basis, unless Section 415 of the Internal Revenue Code (the
"Code") or the nondiscrimination test of Section 401(k) of the Code
required limits on the amount of contributions. However, the maximum
contribution employees of certain operating companies could elect to
contribute ranged from 8 to 15 percent of their salary.
All participant deferral percentage elections must be in fixed whole
percentages.
Effective January 1, 1995, all participants were permitted to
contribute 1 to 10 percent of before-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.
The participants may elect to have their contributions invested in
any of the active investment funds described in Note 3. Also,
eligible employees may roll over contributions from other Internal
Revenue Service-qualified retirement plans as permitted by the Plan
Administrator.
e. EMPLOYER CONTRIBUTIONS
With the exception of plan provisions discussed separately below, the
Company will make a matching contribution on behalf of an eligible
participant for up to 50 percent of the first 6 percent of salary
contributed. 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.
Also, the amount, if any, of profit-sharing contributions made by
the Company to the Plan will be determined by the Board of Directors
of the Company at its sole discretion.
Prior to January 1, 1995, the Dole Citrus and Dole Northwest divisions
made a matching contribution on behalf of an eligible participant from
the respective division for up to 100 percent of the first 3 percent of
salary contributed. The Dole Dried Fruit and Nut division made an
additional contribution of 2 percent of compensation, as defined in the
agreement, to all eligible participants from that division. Effective
January 1, 1995, these contributions were ceased.
f. VESTING
A participant's interest in the employer contributions becomes fully
vested and distributable upon death, disability, or retirement at or
after the retirement date as defined by the Plan. In the event of
termination of employment for any other reason, the vested portion
of the participant's account may be distributed.
<PAGE>
Prior to January 1, 1995 the vested portion of employer contributions
was based on years of service as of the date of employment. Effective
January 1, 1995, participants who complete at least one hour of service
with the employer shall be 100 percent vested in their employer
contributions account. Participants are fully vested in the account
balances attributable to their contributions.
g. 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.
h. DISTRIBUTIONS
Upon a participant's termination of employment with the Company, any
accounts may be distributed in a lump sum amount. At the election of
the participant, distribution may be delayed until the month following
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
<PAGE>
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 day 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.
i. PLAN LOANS
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.
The maximum loan amount is limited to the lesser of: (a) 50% 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
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% of the participant's base pay.
The interest rate charged on outstanding participant loans on
December 31, 1995 range from 7 to 10 percent.
Prior to January 1, 1995, the minimum loan allowed was $500, based
on a participant's minimum vested account value of $1,000 at the
quarter end preceding the loan application. 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.
j. 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.
Commencing January 1, 1989, the Dole Common Stock fund became an
inactive fund. Participants could transfer out of the Dole Common
Stock fund but could not transfer in or make new contributions to
this fund. Effective July 3, 1995, the Plan has been amended and
the Dole Common Stock fund was reactivated.
Effective January 1, 1995, the assets of the hourly participants of the
Plan were transferred to the Tax Deferred Investment Plan for Hourly
Employees of Dole Food Company, Inc. and Participating Divisions and
Subsidiaries (formerly known as the Dole Nut Company Retirement Plan).
k. FORFEITURES
In general, prior to January 1, 1995, forfeitures of unvested benefits
were used to reduce future Company contributions to the Plan. If a
terminated participant was reinstated in the Plan within five years
from the date of termination, any forfeited benefits would be
<PAGE>
reinstated. Effective January 1, 1995, forfeitures are no longer
applicable as employees become fully vested in all employer
contributions after completing at least one hour of service.
l. PLAN MERGERS
The Company merged the Dole Northwest Profit Sharing Retirement Plan
into the Plan, effective January 1, 1994.
m. 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 distribution, 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 or to be transferred to a plan established by
Castle amounted to $8,055,701. The transfer was completed on April
23, 1996.
n. EXPENSES OF THE PLAN
Administrative fees for accountants, legal counsel, other specialists
and any other costs of administering the Plan or trust fund, unless
paid directly by the Company, will be paid from the trust fund and will
be charged against participants' accounts. Certain administrative
expenses directly relating to participant accounts are specifically
allocated and deducted from the participants' accounts.
o. 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.
In the event of Plan termination, participants will become 100
percent vested in their fund balances and no Plan assets will revert
to the Company.
p. ROLLOVER CONTRIBUTIONS
The Plan is set up to accept rollover contributions from other
qualified pension, profit-sharing or 401(k) plans in which Plan
participants have participated. Rollover contributions shall be
credited to the participants' accounts and may be invested in any
manner authorized under the provisions of the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF ACCOUNTING
The Plan's financial statements have been prepared on the accrual
basis of accounting. The following accounting policies are applied:
<PAGE>
i. 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.
ii. The Loan Fund reflects the face value of loans
outstanding from participants as of the statement
date.
iii. 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.
iv. Investment advisory and trustee fees are paid by
the Plan, unless paid by the Company.
v. Transfers represent amounts participants elected
to transfer between funds or from/to other plans
as of year-end, but which were not transferred
until after year-end.
vi. Realized gains and losses are computed based on
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.
b. 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.
3. FUND DESCRIPTIONS
A description of each fund is shown below. As of December 31, 1995 and 1994,
there were approximately 2,466 and 2,804 active participants in the Plan,
respectively.
a. AMERICAN BALANCED FUND
Assets are invested in a mutual fund whose objective is to preserve
capital and provide current income while seeking long-term growth of
both capital and income.
<PAGE>
b. WELLS FARGO EQUITY INDEX FUND
The objective of this fund is to replicate the performance of the
Standard & Poor's 500 Composite Stock Price Index.
c. 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.
d. 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.
e. STABLE VALUE FUND
Assets are invested as deposits with various banks and insurance
companies that are made at contracted negotiated rates of interest
for fixed time periods.
f. CASH MANAGEMENT TRUST OF AMERICA FUND
The objective of this fund is to provide income on cash reserves
while preserving capital and maintaining liquidity.
g. DOLE COMMON STOCK FUND
The objective of this fund is to invest in Dole Food Company, Inc.
Common Stock.
h. 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.
4. 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, 1995, the
Plan's interest in the net assets of the Master Trust was approximately 87%.
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 aggregate fair values of investments held by
the Trust in which the plan owns an undivided interest as stated above.
<TABLE>
<CAPTION>
1995
-----------
<S> <C>
Investments at fair value:
Interest-bearing cash $ 211,011
Value of interest in
common/collective trusts 16,281,916
Value of unallocated
insurance contracts 6,157,218
-----------
$22,650,145
-----------
-----------
</TABLE>
5. FEDERAL INCOME TAXES
a. DISTRIBUTIONS AT TERMINATION OF EMPLOYMENT
The taxation of distributions made as a result of termination of
employment depends on the method of payment and certain elections
made by the participant. The following rules apply:
i. If payment is made in a lump sum within a single
taxable year to the participant (a lump sum
distribution), to the extent the shares of common
stock distributed have appreciated in value since
being acquired by the Trust (Trust refers to the
trust established under the agreement with the
Trustee) for the participant's account, such
unrealized appreciation will not be taxed at the time
of distribution (but may be taxed subsequently when
the shares of common stock are sold if the sales
price is in excess of the original cost to the
Trust).
ii. The remainder of the distribution (the total of
cash plus the value of the shares of common stock
received less the excluded amounts listed in i.
above) is taxable under complex rules applicable
to lump sum distributions.
The Company provides participants with information
at the time of the distribution regarding the tax
treatment, including a breakdown showing
unrealized appreciation in the stock and ordinary
income.
b. 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 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
<PAGE>
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. 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,
1995 1994
------------- ------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $76,160,025 $74,202,361
Amounts allocated to withdrawing
participants (645,378) (2,060,651)
------------- ------------
Net assets available for benefits per the
Form 5500 $75,514,647 $72,141,710
------------- ------------
------------- ------------
</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, 1995
-----------------
<S> <C>
Benefits paid to participants per the financial
statements $9,087,995
Add: Amounts allocated to withdrawing participants at
December 31, 1995 645,378
Less: Amounts allocated to withdrawing participants at
December 31, 1994 (2,060,651)
-----------------
Benefits paid to participants per the Form 5500 $7,672,722
-----------------
-----------------
</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, 1995
<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>
Wells Fargo Bank Money Market Fund Interest-bearing Cash $ 92,077 $ 92,077
EB Temporary Investment Fund Interest-bearing Cash 20,029 20,029
EB Temporary Investment Fund Interest-bearing Cash 57 57
American Funds American Balanced Fund 15,413,158 17,191,789
Wells Fargo Bank, N.A. Wells Fargo Equity Index Fund 10,440,176 14,792,104
Kemper Financial Services, Inc. Kemper Growth Fund 10,655,049 11,383,127
American Funds EuroPacific Growth Fund 8,612,172 9,590,338
Bankers Trust Stable Value Fund 19,743,894 19,743,894
American Funds Cash Management Trust of America Fund 2,290,747 2,290,747
*Dole Food Company, Inc. Dole Common Stock Fund 1,373,494 2,350,040
Fidelity Institutional Retirement
Services Co. Fidelity Growth Fund 3,880,330 3,795,326
*Loans from Plan Participants Participant loans, interest rates ranging from
7 to 10 percent - 2,771,196
----------- -----------
$72,521,183 $80,020,724
----------- -----------
----------- -----------
</TABLE>
*Party-In-Interest
<PAGE>
SCHEDULE II
TAX-DEFERRED INVESTMENT PLAN
OF DOLE FOOD COMPANY, INC. AND
PARTICIPATING DIVISIONS AND SUBSIDIARIES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Current
Value
of Asset on
Identity of Number of Purchase Selling Cost of Transaction Net Gain
Party Involved Description of Asset Transactions Price Price Asset Date or (Loss)
- ----------------------- -------------------------- ------------ ---------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Wells Fargo Bank, N.A. American Balanced Fund 21 $1,827,195 N/A $1,827,195 $1,827,195 $ -
Wells Fargo Bank, N.A. American Balanced Fund 7 N/A 493,347 490,126 493,347 3,221
State Street Bank &
Trust Co. American Balanced Fund 1 72,998 N/A 72,998 72,998 -
Bank of New York American Balanced Fund 1 137,791 N/A 137,791 137,791 -
Bank of New York American Balanced Fund 1 N/A 318,773 303,316 318,773 15,457
Robert Fleming &
Co. LTD American Balanced Fund 8 407,943 N/A 407,943 407,943 -
Robert Fleming &
Co. LTD American Balanced Fund 4 N/A 645,886 601,181 645,886 44,705
Mellon Bank, N.A. American Balanced Fund 17 671,437 N/A 671,437 671,437 -
Mellon Bank, N.A. American Balanced Fund 7 N/A 964,905 866,774 964,905 98,131
Wells Fargo Bank,
N.A. EuroPacific Growth Fund
Shares Benefit Interest 21 1,731,437 N/A 1,731,437 1,731,437 -
Wells Fargo Bank, N.A. EuroPacific Growth Fund
Shares Benefit Interest 11 N/A 917,041 856,866 917,041 60,175
Robert Fleming &
Co. LTD EuroPacific Growth Fund
Shares Benefit Interest 5 198,897 N/A 198,897 198,897 -
Robert Fleming &
Co. LTD EuroPacific Growth Fund
Shares Benefit Interest 4 N/A 357,534 322,590 357,534 34,944
Mellon Bank, N.A. EuroPacific Growth Fund
Shares Benefit Interest 12 535,996 N/A 535,996 535,996 -
<PAGE>
Mellon Bank, N.A. EuroPacific Growth Fund
Shares Benefit Interest 7 N/A $903,934 $809,317 $903,934 $94,617
Robert Fleming &
Co. LTD Fidelity Growth Fund 2 15,501 N/A 15,501 15,501 -
Mellon Bank, N.A. Fidelity Growth Fund 19 3,748,619 N/A 3,748,619 3,748,619 -
Mellon Bank, N.A. Fidelity Growth Fund 3 N/A 7,172 7,061 7,172 111
United Mo. Bank
Kansas City, N.A. Kemper Growth Fund Shares
Benefit Interest 20 1,859,950 N/A 1,859,950 1,859,950 -
United Mo. Bank
Kansas City, N.A. Kemper Growth Fund Shares
Benefit Interest 9 N/A 528,397 529,934 528,397 (1,537)
Robert Fleming &
Co. LTD Kemper Growth Fund Shares
Benefit Interest 6 184,329 N/A 184,329 184,329 -
Robert Fleming &
Co. LTD Kemper Growth Fund Shares
Benefit Interest 4 N/A 560,117 501,379 560,117 58,738
Mellon Bank, N.A. Kemper Growth Fund Shares
Benefit Interest 12 681,261 N/A 681,261 681,261 -
Mellon Bank, N.A. Kemper Growth Fund Shares
Benefit Interest 8 N/A 642,476 562,942 642,476 79,534
Mellon Bank, N.A. EB Temporary Investment
Fund 212 3,772,277 N/A 3,772,277 3,772,277 -
Mellon Bank, N.A. EB Temporary Investment
Fund 79 N/A 3,752,499 3,752,499 3,752,499 -
Wells Fargo Bank,
N.A. Wells Fargo Equity Index
Fund 5 N/A 121,448 107,401 121,448 14,047
Wells Fargo Bank,
N.A. Wells Fargo Equity Index
Fund 10 981,509 N/A 981,509 981,509 -
Mellon Bank, N.A. Wells Fargo Equity Index
Fund 8 N/A 368,326 269,825 368,326 98,501
Mellon Bank, N.A. Wells Fargo Equity Index
Fund 16 880,224 N/A 880,224 880,224 -
</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, 1995, into Dole Food Company, Inc.'s previously filed
Registration Statement No. 33-60643.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
June 25, 1999
