<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
DOLE FOOD COMPANY, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
DOLE FOOD COMPANY, INC.
ONE DOLE DRIVE
WESTLAKE VILLAGE, CA 91362-7300
April 6, 2000
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Dole Food Company, Inc. (the "Company") which will be held at Dole World
Headquarters, One Dole Drive, Westlake Village, California at 10:00 a.m. on
Thursday, May 11, 2000.
This booklet includes the Notice of Annual Meeting and the Proxy Statement,
which contain information about the formal business to be acted on by the
stockholders. The meeting will also feature a report on the operations of your
Company, followed by a question and discussion period.
We hope that you will be able to attend the meeting. However, whether or not
you plan to attend in person, please complete, sign, date and return the
enclosed proxy card(s) promptly to ensure that your shares will be represented.
If you do attend the meeting and wish to vote your shares personally, you may
revoke your proxy.
Sincerely yours,
/s/ DAVID H. MURDOCK
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
<PAGE>
DOLE FOOD COMPANY, INC.
ONE DOLE DRIVE
WESTLAKE VILLAGE, CA 91362-7300
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 2000
------------------------
The Annual Meeting of Stockholders of DOLE FOOD COMPANY, INC. (the
"Company") will be held at Dole World Headquarters, One Dole Drive, Westlake
Village, California at 10:00 a.m. on Thursday, May 11, 2000 for the following
purposes:
1. To elect seven (7) directors of the Company, each to serve until the next
Annual Meeting of Stockholders and until his or her successor has been duly
elected and qualified;
2. To elect Arthur Andersen LLP as the Company's independent public
accountants and auditors for the 2000 fiscal year; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed March 30, 2000 as the record date for the
determination of stockholders entitled to vote at the Annual Meeting or any
adjournments of the meeting.
By Resolution of the Board of
Directors,
/s/ DAVID H. MURDOCK
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
April 6, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S).
<PAGE>
DOLE FOOD COMPANY, INC.
ONE DOLE DRIVE
WESTLAKE VILLAGE, CA 91362-7300
------------------------
PROXY STATEMENT
---------------------
This Proxy Statement is furnished to stockholders by the Board of Directors
of Dole Food Company, Inc. (the "Company") in connection with the solicitation
of proxies for use at the Annual Meeting of Stockholders to be held at Dole
World Headquarters, One Dole Drive, Westlake Village, California at 10:00 a.m.
on Thursday, May 11, 2000, and at any adjournments thereof. The Company's
principal executive offices are located at One Dole Drive, Westlake Village,
California 91362, and its telephone number is (818) 879-6600.
This Proxy Statement, Notice of Annual Meeting and the accompanying proxy
card(s) are being first mailed to stockholders on or about April 6, 2000. The
Company's 1999 Annual Report is being mailed to stockholders concurrently with
this Proxy Statement. The Annual Report is not to be regarded as proxy
soliciting material or as a communication by means of which any solicitation of
proxies by the Company is to be made.
GENERAL INFORMATION
RECORD DATE:
The Board of Directors has fixed March 30, 2000 as the Record Date for the
determination of stockholders entitled to vote at the Annual Meeting or any
adjournments thereof. On the Record Date, 55,844,798 shares of the Company's
Common Stock were outstanding and entitled to vote at the meeting. The Common
Stock is the only class of stock of the Company that is outstanding and entitled
to vote at the Annual Meeting.
MULTIPLE PROXY CARDS:
Stockholders who own shares registered in different names or at different
addresses will receive more than one proxy card. YOU MUST SIGN AND RETURN EACH
OF THE PROXY CARDS RECEIVED TO ENSURE THAT ALL OF THE SHARES OWNED BY YOU ARE
REPRESENTED AT THE ANNUAL MEETING.
ABILITY TO REVOKE PROXY:
Any stockholder who gives a proxy has the power to revoke it at any time
before it is exercised by delivering to the Corporate Secretary a written notice
of revocation either in person or by mail. Attendance at the Annual Meeting will
not in itself constitute revocation of the proxy.
VOTING OF PROXIES:
Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying proxy card(s) (or their substitutes) will vote "FOR"
the election of the Board of Directors' nominees, "FOR" the election of Arthur
Andersen LLP as the Company's independent public accountants and auditors for
the 2000 fiscal year, and in the proxy holders' discretion with regard to any
other matters (of which the Company is not now aware) that may be properly
presented at the meeting, and all matters incident to the conduct of the
meeting.
1
<PAGE>
QUORUM:
The presence at the meeting, in person or by proxy, of a majority of the
shares of Common Stock outstanding on the Record Date will constitute a quorum.
The affirmative vote of the holders of at least a majority of such quorum will
be required to elect directors and to elect Arthur Andersen LLP as the Company's
independent public accountants and auditors.
ABSTENTIONS/"BROKER NON-VOTES":
Votes cast by proxy or in person at the Annual Meeting will be counted by
the persons appointed by the Company to act as the inspectors of election for
the meeting. The inspectors of election will treat shares represented by proxies
that reflect abstentions or include "broker non-votes" as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions or "broker non-votes" do not constitute a vote "for" or
"against" any matter and thus will be disregarded in any calculation of "votes
cast". However, abstentions and "broker non-votes" will have the effect of a
negative vote if an item requires the approval of a majority of a quorum or of a
specified proportion of all issued and outstanding shares.
OTHER MATTERS:
Each share of Common Stock entitles the holder thereof to one vote on each
matter to be voted on at the Annual Meeting. Under the Company's By-Laws,
stockholders are not entitled to cumulate their votes in the election of
directors. The By-Laws also provide that the presiding officer at the meeting
may adjourn a meeting at which a quorum is present if a matter to be acted upon
at the meeting requires the affirmative vote of more than a majority of a quorum
at the meeting and the number of shares actually voted (and not abstaining) at
such meeting is insufficient to approve of such matter.
NOMINATIONS FOR DIRECTORS:
The Company's By-Laws provide that nominations of candidates for election to
the Company's Board of Directors may only be made by the Board or by a
stockholder entitled to vote at the meeting. Any such stockholder who intends to
nominate a candidate for election to the Board must deliver a notice to the
Corporate Secretary setting forth (i) the name, age, business address and
residence address of the nominee; (ii) the principal occupation or employment of
the nominee; (iii) the number of shares of capital stock of the Company
beneficially owned by the nominee; and (iv) such other information concerning
the nominee as is required under the rules of the Securities and Exchange
Commission (the "SEC"). Such notice also must include a signed consent of the
nominee to serve as a director of the Company, if elected. To be timely, any
such notice with respect to the upcoming Annual Meeting must be delivered to the
Corporate Secretary, Dole Food Company, Inc., One Dole Drive, Westlake Village,
California 91362, no later than 30 days prior to meeting, or April 11, 2000. Any
such notice with respect to any subsequent Annual Meeting must be delivered to
the Corporate Secretary not less than 30 days prior to the date of that Meeting.
2
<PAGE>
OWNERSHIP OF COMMON STOCK
CERTAIN BENEFICIAL OWNERS
The following table sets forth, to the best knowledge of the Company,
information as to each person who beneficially owned more than 5% of the
Company's Common Stock as of March 31, 2000 (unless otherwise noted).
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT OF
OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
- ------------------- ------------ ----------
<S> <C> <C>
David H. Murdock ........................................... 13,424,059(3) 23.9%
One Dole Drive
Westlake Village, CA 91362
J&W Seligman & Co. Incorporated ............................ 4,238,000(4) 7.6%
100 Park Avenue
New York, NY 10017
Capital Research & Management Co. .......................... 3,636,000(5) 6.5%
333 South Hope Street, 55(th) Floor
Los Angeles, CA 90071
Dodge & Cox. ............................................... 5,421,422(6) 9.7%
One Sansome Street, 35(th) Floor
San Francisco, CA 94104
</TABLE>
- ------------------------
(1) Unless otherwise indicated, each person has sole voting and dispositive
power with respect to the shares shown.
(2) The percentages set forth above are calculated on the basis of the number of
outstanding shares of Common Stock set forth under "General Information",
plus in the case of Mr. Murdock, stock options granted to him under the
Company's stock option plans to purchase 258,420 shares, which number
includes all such options that are exercisable within 60 days following the
Record Date (March 30, 2000).
(3) See "Security Ownership of Directors and Executive Officers" at page 4.
(4) Based on a report on Schedule 13G/A dated February 10, 2000, J.W.
Seligman & Co. Incorporated and/or its affiliates had shared voting power
over 2,960,000 of such shares and shared dispositive power over all such
shares.
(5) Based on a report on Schedule 13G dated February 10, 2000, Capital
Research & Management Co. and/or its affiliates reported sole dispositive
power over all such shares.
(6) Based on a report on Schedule 13G dated February 14, 2000, Dodge & Cox
and/or its affiliates had sole voting power over 4,939,422 of such shares,
shared voting power over 55,800 of such shares and sole dispositive power
over all such shares.
3
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to shares of
the Company's Common Stock beneficially owned (or deemed to be beneficially
owned), unless otherwise indicated, by the Company's directors, its Named
Executive Officers (as defined under "Compensation of Executive Officers") and
by all directors and executive officers of the Company as a group, as of
March 31, 2000:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP(2) SHARES(3)
- --------------------------------------- ------------------- -----------
<S> <C> <C>
David H. Murdock........................................ 13,424,059(4)(5) 23.9%
Elaine L. Chao.......................................... 12,257(6)(7)(8) *
Mike Curb............................................... 45,392(6)(7)(9) *
David A. DeLorenzo...................................... 163,600(4)(10)(12) *
Richard M. Ferry........................................ 27,174(6)(7) *
James F. Gary........................................... 27,397(6)(7)(11) *
Zoltan Merszei.......................................... 12,186(6)(7) *
George R. Horne......................................... 27,349(4) *
Lawrence A. Kern........................................ 41,804(4)(12) *
Patrick A. Nielson...................................... 26,457(4)(10)(12) *
Peter M. Nolan.......................................... 30,788(4) *
All Directors and Executive Officers as a Group
(16 Individuals)...................................... 13,868,995(4)(6)(7)(10)(12) 24.5%
</TABLE>
- ------------------------
* Represents less than 1% of the class of securities.
(1) The mailing address for each of the individuals listed is Dole Food
Company, Inc., One Dole Drive, Westlake Village, California 91362.
(2) Unless otherwise indicated and except as to stock units described below,
each person has sole voting and dispositive power with respect to the
shares shown. Some directors and executive officers share the voting and
dispositive power over their shares with their spouses as community
property, joint tenants or tenants in common.
(3) The percentages set forth above are calculated on the basis of the number
of outstanding shares of Common Stock set forth under "General
Information", plus, where applicable, all stock options and stock units
granted under the Company's stock option and deferred stock plans that are
exercisable within 60 days following the Record Date (March 30, 2000).
(4) The individuals and group indicated beneficially own the following number
of shares of Common Stock that may be purchased upon the exercise of
employee stock options exercisable on the Record Date (March 30, 2000) or
within 60 days thereafter: Mr. Murdock, 258,420; Mr. DeLorenzo, 112,668;
Mr. Horne, 21,152; Mr. Kern, 35,422; Mr. Nielson, 21,662; Mr. Nolan,
30,509; and all directors and executive officers as a group, 496,531.
(5) Mr. Murdock customarily maintains revolving lines of credit in conjunction
with his various business activities, under which borrowings and security
vary from time to time, and pursuant to which he provides collateral owned
by him, including his shares in the Company. His reported holdings include
13,084,769 shares of Common Stock owned by David H. Murdock as Trustee for
the David H. Murdock Living Trust dated May 28, 1986 and 80,870 shares of
Common Stock owned by Mr. Murdock's sons.
(6) The individuals indicated each beneficially own the following number of
shares of Common Stock that were granted pursuant to the Company's
Non-Employee Directors Stock Option Plan and that may be purchased upon the
exercise of stock options exercisable on the Record Date (March 30,
4
<PAGE>
2000) or within 60 days thereafter: Ms. Chao, 6,106; Mr. Curb, 6,106;
Mr. Ferry, 6,106; Mr. Gary, 6,106; and Mr. Merszei, 3,000.
(7) The directors listed below each beneficially own the following number of
vested stock units credited under the Non-Employee Directors Deferred Stock
and Cash Compensation Plan as described on page 10 under "Remuneration of
Directors": Ms. Chao, 5,136; Mr. Curb, 4,972; Mr. Ferry, 7,768; Mr. Gary,
1,623; and Mr. Merszei, 3,186. The number of stock units received by a
director is derived by dividing the amount of the director's quarterly
retainer and fees by the average closing price of the Company's Common
Stock over the 10 trading days ending on the day prior to the vesting of
the stock units. Stock units do not have voting rights or represent a right
to acquire or dispose of Common Stock within 60 days following the Record
Date, because directors may elect and have elected to defer amounts
otherwise payable until a termination of service or certain other events.
The units are payable solely in Common Stock, carry an investment risk of
ownership and accrue dividend equivalents in the form of additional stock
units.
(8) Reported holdings include 620 shares held in Ms. Chao's profit sharing plan
and 395 shares held in Ms. Chao's money purchase account.
(9) Reported holdings include 400 shares of Common Stock held by Mr. Curb as
custodian for the benefit of his children.
(10) The officers listed below each beneficially own the following number of
vested stock units credited under the Company's Stock Ownership
Enhancement Program: Mr. DeLorenzo, 9,527 stock units; Mr. Nielson, 2,800
stock units; and all executive officers as a group, 12,327 stock units.
This Program enables executives to defer compensation that would otherwise
be realized on option exercises and at some specified future date receive
the deferred compensation in the form of Company Common Stock. Assuming
certain requirements are met, the executive participates in the Program by
alternatively exercising the option and instead of receiving Common Stock,
receives a certain number of stock units derived by dividing the price of
the Common Stock on the date of the exercise into the amount by which the
exercised option was "in the money". Stock units do not have voting rights
or represent a right to acquire or dispose of Common Stock within 60 days
following the Record Date, because officers may elect and have elected to
defer amounts otherwise payable until a date certain, a termination of
service or certain other events. The units are payable solely in Common
Stock, carry an investment risk of ownership and accrue dividend
equivalents in the form of additional stock units.
(11) Reported holdings include 2,000 shares of Common Stock held in Mr. Gary's
pension plan and 17,668 shares of Common Stock held in Gary LLC, a limited
liability corporation of which Mr. Gary is the general manager and over
which Mr. Gary has investment control.
(12) Reported holdings include shares of Common Stock held for certain officers
by the Company's Tax Deferred Investment Plan pursuant to Section 401(k)
of the Internal Revenue Code of 1986, as amended ("Internal Revenue
Code").
5
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
The Articles of Association of the Company provide that the Board of
Directors shall consist of not less than five nor more than 20 persons. The
Company's By-Laws currently provide for seven members of the Board of Directors.
The Board of Directors has recently voted to recommend the election of the
following individuals, all of whom are incumbents, for a term of one year and
until their successors are duly elected and qualified:
<TABLE>
<S> <C>
Elaine L. Chao James F. Gary
Mike Curb Zoltan Merszei
David A. DeLorenzo David H. Murdock
Richard M. Ferry
</TABLE>
Each of the current members of the Board was elected by stockholders at the
last Annual Meeting held on May 13, 1999.
Unless authority to do so is withheld, the persons named in each proxy card
(or their substitutes) will vote the shares represented thereby "FOR" the
election of the director nominees named above. In case any of such nominees
becomes unable to serve or unavailable for election to the Board of Directors,
which is not anticipated, the persons named as proxies (or their substitutes)
have full discretion and authority to vote for any other nominee of the Board.
The following brief statements contain biographical information with respect
to each of the nominees for election as a director, including their principal
occupations for at least the past five years, as of March 17, 2000.
<TABLE>
<CAPTION>
YEAR
ELECTED
AS A
NAME DIRECTOR AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- -------- -------- ------------------------------------------
<S> <C> <C> <C>
David H. Murdock...................... 1985 76 Chairman of the Board, Chief Executive
Officer and Director of the Company since
July 1985. Chairman of the Board, Chief
Executive Officer and Director of Castle &
Cooke, Inc. since October 1995. Since June
1982, Chairman of the Board and Chief
Executive Officer of Flexi-Van Leasing,
Inc., a Delaware corporation wholly-owned
by Mr. Murdock. Sole owner and developer
of the Sherwood Country Club in Ventura
County, California, and numerous other
real estate developments; also sole
stockholder of numerous corporations
engaged in a variety of business ventures
and in the manufacture of textile-related
products, and industrial and building
products.
David A. DeLorenzo.................... 1991 53 President and Chief Operating Officer of
the Company since March 1996. President of
Dole Food Company-International from
September 1993 to March 1996. Executive
Vice President of the Company from July
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
YEAR
ELECTED
AS A
NAME DIRECTOR AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- -------- -------- ------------------------------------------
<S> <C> <C> <C>
1990 to March 1996. Director of the
Company since February 1991. President of
Dole Fresh Fruit Company from September
1986 to June 1992.
Elaine L. Chao........................ 1993 46 Distinguished Fellow at The Heritage
Foundation since August 1996. President
and Chief Executive Officer of United Way
of America from November 1992 until August
1996. Director of the United States Peace
Corps from October 1991 to November 1992.
Deputy Secretary of the United States
Department of Transportation from March
1989 to October 1991. Chairman of the
United States Federal Maritime Commission
from March 1988 to March 1989. Deputy
Administrator of the United States
Maritime Administration from April 1986 to
March 1988. Vice President-Syndications of
the BankAmerica Capital Markets Group from
November 1984 to April 1986. Ms. Chao also
serves on the Boards of Directors of The
Clorox Company, Northwest Airlines,
Columbia/ HCA Healthcare Corp. and CR
Bard, Inc.
Mike Curb............................. 1985 55 Chairman of the Board of Curb Records,
Inc., a record company, and Curb
Entertainment International Corp., an
entertainment company. Mr. Curb served as
Lieutenant Governor of the State of
California from 1978 to 1982, and served
as Chairman of the National Conference of
Lieutenant Governors during 1982.
Mr. Curb served as Chairman of the
Republican National Finance Committee from
August 1982 to January 1985. He is also a
director of various community
organizations.
Richard M. Ferry...................... 1991 62 Chairman of the Board and Director of
Korn/Ferry International, an international
executive search firm. Mr. Ferry also
serves on the Boards of Directors of Avery
Dennison Corporation, Pacific Life
Insurance Company and Mrs. Fields'
Original Cookies, Inc., as well as a
number of privately held and
not-for-profit corporations.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
YEAR
ELECTED
AS A
NAME DIRECTOR AGE PRINCIPAL OCCUPATION AND OTHER INFORMATION
- ---- -------- -------- ------------------------------------------
<S> <C> <C> <C>
James F. Gary......................... 1974 79 Chairman Emeritus of Pacific Resources,
Inc., an energy company headquartered in
Honolulu ("PRI"). Mr. Gary was President
and/or Chairman and Chief Executive
Officer of PRI and its predecessor from
1967 to 1984, and Chairman of the Board of
PRI in 1985. He is Past Chairman of the
Hawaii Community Foundation and is
Chairman of the Board of Directors of
Inter Island Petroleum, Inc. (Honolulu),
Hawkins Oil & Gas, Inc. (Tulsa), Kennedy
Associates, Inc. (Seattle) and Episcopal
Homes of Hawaii, Inc., as well as several
other privately held corporations and a
number of community organizations. He was
a member of the University of Hawaii Board
of Regents from 1981 to 1989 and currently
serves on the International Advisory Board
of the Salk Institute (San Diego) and as a
Regent on the International Advisory Board
of Harris-Manchester College at the
University of Oxford.
Zoltan Merszei........................ 1996 77 Former Chairman, President and Chief
Executive Officer of the Dow Chemical
Company (retired in 1979). Former Vice
Chairman and President of Occidental
Petroleum Corporation (retired in 1989).
Mr. Merszei currently serves as a
technical consultant to a variety of
United States and foreign corporations.
Mr. Merszei also serves on the Boards of
Directors of the Budd Company, Hong Leong
Corporation, Thyssen Budd Automotive
Corporation and Thyssen Henschel America,
Inc.
</TABLE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES DESCRIBED ABOVE.
COMMITTEES OF THE BOARD OF DIRECTORS
There are three standing committees of the Board of Directors: the
Executive, Finance and Nominating Committee ("Executive Committee"); the Audit
Committee; and the Corporate Compensation and Benefits Committee ("Compensation
Committee").
EXECUTIVE COMMITTEE:
The present members of the Executive Committee are David H. Murdock,
Chairman, Mike Curb and Richard M. Ferry. The primary purposes of the committee
are (1) to exercise, during intervals between
8
<PAGE>
meetings of the Board of Directors and subject to certain limitations, all of
the powers of the full Board; (2) to monitor and advise the Board on strategic
business and financial planning for the Company; and (3) to deal with matters
relating to the directors of the Company. During the 1999 fiscal year, the
committee did not meet, but acted by unanimous written consent. The Executive
Committee will consider nominees, if any, for the election to the Board of
Directors who are recommended by stockholders in accordance with the provisions
of the Company's By-Laws, which provisions are described above under "General
Information".
AUDIT COMMITTEE:
The Audit Committee is comprised entirely of directors who are not employees
or former employees of the Company. The present members of the Audit Committee
are Richard M. Ferry, Chairman, Elaine L. Chao and James F. Gary. The Committee
is responsible for monitoring and reviewing accounting methods adopted by the
Company, internal accounting procedures and controls, and audit plans. The Audit
Committee receives directly the reports of the Company's independent public
accountants and internal audit staff. It meets periodically both with the
independent public accountants and internal auditors to review audit results and
the adequacy of the Company's system of internal controls. The Audit Committee
also recommends to the Board the selection of the Company's independent public
accountants and auditors. During the 1999 fiscal year, the committee held eight
meetings.
COMPENSATION COMMITTEE:
The Compensation Committee is comprised entirely of directors who are not
employees or former employees of the Company. The present members of the
Compensation Committee are James F. Gary, Chairman, Mike Curb and Zoltan
Merszei. This committee is responsible for reviewing the compensation and
benefits policies and practices of the Company and overseeing its employee stock
and cash incentive plans. During the 1999 fiscal year, the committee held five
meetings.
MEETINGS OF THE BOARD OF DIRECTORS
During the 1999 fiscal year, there were seven meetings of the Board of
Directors. The incumbent directors attended at least 75% of the aggregate number
of meetings of the Board of Directors and of the committees on which they
served.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that executive
officers, directors, and holders of more than 10% of a company's registered
class of securities file reports of their ownership of a company's securities
with the SEC. Based on a review of these reports or written representations from
certain reporting persons that no Forms 5 were required, the Company believes
that its reporting persons complied with all applicable filing requirements.
REMUNERATION OF DIRECTORS
Directors who are not employees of the Company ("Non-Employee Directors")
are compensated for their services as follows:
- An annual retainer fee of $24,000, payable in equal quarterly
installments.
- A fee of $2,000 for each regularly scheduled meeting of the Board of
Directors attended, and a fee of $500 for each telephonic meeting of the
Board of Directors in which the Non-Employee Director participates.
9
<PAGE>
- A fee of $1,000 for each committee meeting attended, a fee of $500 for
each telephonic committee meeting attended and a fee of $2,500 per year
for service as chairperson of the Audit and of the Compensation
Committees.
- An annual stock option grant of 1,500 options pursuant to the Non-Employee
Directors Stock Option Plan approved by stockholders in 1995. The options
become exercisable in three equal annual installments and have a 10-year
term, subject to earlier termination upon termination of service. (On
February 16, 1999, Non-Employee Directors each received an annual grant of
1,500 options at an exercise price of $30.562 (the market price)).
Pursuant to the Company's Non-Employee Directors Deferred Stock and Cash
Compensation Plan, one-half of each Non-Employee Director's annual retainer fee
is automatically allocated to stock units payable solely in Common Stock
following a director's termination of service. Non-Employee Directors may elect
to receive their remaining compensation in cash or to defer all or part of their
remaining compensation in additional stock units or deferred cash accounts.
During 1999, deferred cash accounts in the plan were credited with an interest
rate of approximately 6.8%.
The reasonable expenses incurred by each director in connection with his or
her duties as a director are also reimbursed by the Company, including the
expenses incurred by directors' spouses in accompanying the directors to one
Board meeting each year. A Board member who is also an employee of the Company
does not receive compensation for service as a director.
COMPENSATION OF EXECUTIVE OFFICERS
Except as noted, the following table sets forth for the Company's fiscal
years ended January 1, 2000, January 2, 1999 and January 3, 1998, in prescribed
format, the compensation for services in all capacities to the Company and its
subsidiaries of those persons who were at January 1, 2000 the Chief Executive
Officer and the other four most highly compensated persons who were executive
officers of the Company and its subsidiaries at January 1, 2000 (the "Named
Executive Officers") and an individual who would have been a Named Executive
Officer but for the fact that such individual was not an executive officer of
the Company on January 1, 2000:
10
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION AWARDS
-------------------------------------
ANNUAL COMPENSATION OTHER SECURITIES
------------------------ ANNUAL UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY $(1) BONUS $(2) COMP. $(3) OPTIONS (#) PAYOUTS(4) COMP. $(5)
- --------------------------- -------- ----------- ---------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
David H. Murdock(6) ......... 1999 $800,000 $ 0 $ 0 200,000 $42,940(12)
Chairman & CEO, Dole Food 1998 $800,000 $ 0 $ 0 75,000 $ 0
Company, Inc. 1997 $757,692 $612,150 $ 0 40,000 $21,470 $ 0
David A. DeLorenzo .......... 1999 $600,000 $ 0 $ 0 100,000 $34,935(12)
President & COO, Dole Food 1998 $557,692 $ 0 $ 0 50,000 $ 4,800
Company, Inc. 1997 $531,731 $291,500 $ 0 20,000 $15,067 $ 4,750
George R. Horne(7) ..........
Vice President, Human 1999 $225,000 $ 0 $ 0 20,000 $ 9,711(12)
Resources, Dole Food 1998 $225,000 $ 0 $ 0 6,700 $ 4,800
Company, Inc. 1997 $216,637 $104,940 $ 0 5,200 $ 2,455 $ 4,750
Lawrence A. Kern(8) ......... 1999 $321,154 $162,500 $100,000(9) 15,000 $15,156(12)
President, Dole Fresh 1998 $276,923 $225,000 $ 0 8,200 $ 4,800
Vegetables, Inc. 1997 $261,058 $206,250 $ 0 8,000 $ 5,178 $ 4,750
Patrick A. Nielson(10) ......
Vice President,
International & Regulatory 1999 $215,000 $ 40,000 $ 0 20,000 $ 7,599(12)
Affairs, Dole Food Company, 1998 $206,922 $ 0 $ 0 6,000 $ 4,800
Inc. 1997 $203,846 $ 93,280 $ 0 5,100 $ 1,400 $ 4,750
Peter M. Nolan(11) .......... 1999 $250,000 $187,500 $ 0 26,000 $14,697(12)
President--Dole North 1998 $238,462 $187,500 $ 0 7,200 $ 4,800
America Operations 1997 $249,519 $176,250 $ 0 7,200 $ 4,949 $ 4,750
</TABLE>
- --------------------------
(1) 1997 salaries reflect that the Company's 1997 fiscal year contained 53
weeks. The Company's 1998 and 1999 fiscal years contained 52 weeks.
(2) Bonus amounts shown reflect payments made in the subsequent year with
respect to performance for the identified year.
(3) Does not include perquisites which total the lesser of $50,000 or 10% of
the reported annual salary and bonus for any year.
(4) These amounts represent sums earned and payable pursuant to the terms of
the 1998 Plan through fiscal 1999. 50% of these amounts were paid in cash
and 50% were paid in Common Stock at a price of $13.812 per share, with
cash paid in lieu of fractional shares. For information regarding payment
opportunities under unvested 1998 Plan awards made prior to 1999, see the
table entitled "Long-Term Incentive Plan Awards in Last Fiscal Year" and
accompanying text at page 15.
(5) The amounts shown in this column include awards under the Company's 1998
Combined Annual and Long-Term Incentive Plan for Executive Officers (the
"1998 Plan") and contributions by the Company under the Company's tax
deferred investment plans for the benefit of the individuals listed in an
amount of $4,800 for each individual except Mr. Murdock, but do not include
payments made to Mr. Murdock under the Company's defined benefit pension
plan. (See "Pension Plans" at page 17.)
(6) Mr. Murdock also holds positions with certain business entities he owns
that are not controlled directly or indirectly by the Company, which other
entities pay compensation and may provide fringe benefits to Mr. Murdock
for his services. Mr. Murdock is also Chairman and Chief Executive Officer
of Castle & Cooke, Inc., which pays compensation and benefits to him. The
Audit Committee of the Board of Directors has approved Mr. Murdock's having
such other employment arrangements.
(7) Mr. Horne became an executive officer prior to November 1984.
11
<PAGE>
(8) Mr. Kern became an executive officer in October 1997.
(9) Mr. Kern voluntarily left the employ of the Company in December 1999. The
Company then entered into a Consulting Agreement with Mr. Kern, pursuant to
which he would provide services to the Company on an as needed basis to
assist in the transition of his responsibilities. This amount is the first
installment of consulting fees Mr. Kern earned by the terms of the
Consulting Agreement. Upon Mr. Kern's reemployment by the Company in
January 2000, the Consulting Agreement was canceled and no further sums are
due to Mr. Kern thereunder.
(10) Mr. Nielson became an executive officer in May 1994.
(11) Mr. Nolan became an executive officer in October 1997.
(12) Amounts in addition to the Company's contribution under the Company's tax
deferred investment plans (see footnote (4) above) reflect amounts vested
for the two-year period 1998 through 1999 ("Cycle 1") under the 1998 Plan,
which are payable in annual installments of one-third of the sum remaining
after each payout until the remaining sum is less than $15,000, in which
case the full remaining sum will be paid out.
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
Some of the Company's benefit plans (including the 1991 Stock Option and
Award Plan, as amended (the "1991 Plan"), and the 1998 Combined Annual and
Long-Term Incentive Plan for Executive Officers (the "1998 Plan")) provide for
an acceleration of benefits and various other customary adjustments if a change
in control or other reorganization occurs. Pursuant to the 1998 Plan, if a
participant's employment is terminated for certain reasons, pro-rata payments
may be made prior to the completion of the applicable year or cycle, provided
the Compensation Committee determines that the applicable performance goals have
been met through the date of such termination or event and provided that the
amount of any early payout is proportionately reduced to reflect the time value
of the early payout.
The 1991 Plan permits grants of a number of types of securities, including
options and restricted stock. In March 2000, the Company granted 6,000 shares of
restricted stock to a person who is not an executive officer.
12
<PAGE>
OPTION/SAR GRANTS IN THE LAST FISCAL YEAR
The following table provides information concerning individual grants of
stock options made during fiscal 1999 to each of the Named Executive Officers.
No SARs have been granted to these persons.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
---------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS/SARS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES EXERCISE OR OPTION TERM(1)(2)
OPTIONS/SARS IN LAST BASE PRICE EXPIRATION ----------------------------------
NAME GRANTED (#)(3)(4) FISCAL YEAR ($/SH)(3)(4) DATE(5) 0%($) 5%($) 10%($)
- ---- ----------------- ---------------- ------------ ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
David H. Murdock........ 100,000 14.88% $28.250 1/21/09 0 $1,776,600 $4,502,300
100,000 15.87% $14.375 12/15/09 0 $ 904,000 $2,291,000
David A. DeLorenzo...... 50,000 7.44% $28.250 1/21/09 0 $ 888,300 $2,251,150
50,000 7.94% $14.375 12/15/09 0 $ 452,000 $1,145,500
George R. Horne......... 10,000 1.49% $28.250 1/21/09 0 $ 177,660 $ 450,230
10,000 1.59% $14.375 12/15/09 0 $ 90,400 $ 229,100
Lawrence A. Kern(6)..... 15,000 2.38% $28.250 1/21/09 0 $ 266,490 $ 675,345
Patrick A. Nielson...... 10,000 1.49% $28.250 1/21/09 0 $ 177,660 $ 450,230
10,000 1.59% $14.375 12/15/09 0 $ 90,400 $ 229,100
Peter M. Nolan.......... 10,000 1.49% $28.250 1/21/09 0 $ 177,660 $ 450,230
16,000 2.54% $14.375 12/15/09 0 $ 144,640 $ 366,560
</TABLE>
- --------------------------
Fair Market Value of Common Stock on December 31, 1999, was $16.250, the
last trading day of the Company's 1999 fiscal year.
(1) The total gain to all stockholders in respect of the January 1999 grant
would be $991,969,638 at 5% annual appreciation and $2,513,893,422 at 10%
annual appreciation. The total gain to all stockholders in respect of the
December 1999 option grant would be $504,750,958 at 5% annual appreciation
and $1,279,197,262 at 10% annual appreciation. The gain for the above
officers represents less than 1% of the gain to all stockholders.
(2) The amounts under the columns labeled "5%" and "10%" are included pursuant
to certain rules promulgated by the SEC and are not intended to forecast
future appreciation, if any, in the price of the Company's Common Stock.
Such amounts are based on the assumption that the named persons hold the
options granted for their full ten-year term. The actual value of the
options will vary in accordance with the market price of the Company's
Common Stock. The column headed "0%" is included to demonstrate that the
options were granted at fair market value and optionees will not recognize
any gain without an increase in the stock price, which increase benefits all
stockholders commensurately. Except as noted in footnote 4 below, the terms
of the option grants require a 20% increase over the exercise price before
any vesting occurs.
(3) Stock options were granted under the Company's 1991 Stock Option and Award
Plan, as amended (the "1991 Plan"). Options under the 1991 Plan may result
in payments following the resignation, retirement or other termination of
employment with the Company or its subsidiaries or as a result of a change
in control of the Company (as defined in the 1991 Plan). Vested options
under the 1991 Plan may be exercised within a period of 12 months following
a termination by reason of death, disability or retirement, and three months
following a termination for other reasons. The 1991 Plan permits the
Compensation Committee, which administers the 1991 Plan, to accelerate,
extend or otherwise modify benefits payable under the applicable awards in
various circumstances, including a termination of employment or change in
control. Under the 1991 Plan, if there is a change in control of the
Company, all options become immediately exercisable.
(4) Options vest according to a schedule reflecting specific stock appreciation
hurdles. Except as noted, none of the options granted in January 1999 set
forth in the table vest until the stock price reaches $33.875 and none
13
<PAGE>
of the options granted in December 1999 set forth in the table vest until
the stock price reaches $17.250, in each case a 20% increase over the
exercise price which reflects the market price of the Company's Common Stock
on the date of grant. Options will vest in 25% increments upon achieving or
exceeding specified price hurdles (ranging from $17.250 to $38.125) for a
period of 30 consecutive trading days. To preserve the favorable accounting
treatment to the Company generally associated with these stock option
grants, any options which have not previously vested will become fully
vested three (3) months before the end of the 10-year term.
(5) Options were granted for a term of 10 years, subject to earlier termination
in certain events such as termination of employment. (See footnote 3 above.)
(6) Mr. Kern voluntarily left the Company's employ in December 1999. Upon his
voluntary termination, all then held unvested options, including the 15,000
options granted to him in January 1999, terminated and his vested options
remained exercisable for three months, although he agreed not to exercise
such vested options in connection with the reinstatement grants described in
footnote (3) following the table entitled "Aggregated Options/SAR Exercises
in the last Fiscal Year and Fiscal Year-End Option/SAR Values". The
information for Mr. Kern in the table above includes, for the option granted
in January 1999, a designated expiration date and potential realizable value
that give effect to the reinstatement grant described in such footnote 3,
but does not include the additional 20,000 options granted to him in
January 2000 in lieu of the December 1999 grant to other Executive Officers
in which he did not participate.
AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES
The following table provides information concerning each exercise of stock
options during fiscal 1999 by each of the Named Executive Officers and the
fiscal year-end value of unexercised options.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS AT
FY-END (#)(1) FY-END ($)
SHARES ---------------- -------------------
ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE(#) UNEXERCISABLE($)(2)
- ---- ------------ ------------------ ---------------- -------------------
<S> <C> <C> <C> <C>
David H. Murdock................. 0 0 258,420/350,000 $0/$187,500
David A. DeLorenzo............... 0 0 112,668/185,000 $ 0/$93,750
George R. Horne.................. 0 0 21,152/33,850 $ 0/$18,750
Lawrence A. Kern................. 0 0 35,422/0 $ 0/$0
Patrick A. Nielson............... 0 0 21,662/33,075 $ 0/$18,750
Peter M. Nolan................... 0 0 30,509/46,100 $ 0/$30,000
</TABLE>
- ------------------------
(1) The Company has two stock option plans under which awards are outstanding:
the 1982 Plan and the 1991 Plan. Options under the 1991 Plan are described
in footnote 3 to the table entitled "Option/SAR Grants In The Last Fiscal
Year". All options available under the 1982 Plan have been granted. Vested
options under the 1982 Plan may result in payments following resignation,
retirement or other termination of employment with the Company or its
subsidiaries or as a result of a change in control of the Company. Options
under the 1982 Plan may be exercised within a period of 12 months following
a disability, by the optionee's estate at any time the option could have
been exercised by the optionee (if the optionee dies while an employee of
the Company) and within a period of three months following a termination for
all other reasons. Under the 1982 Plan, if there is a change in control of
the Company (as defined in the 1982 Plan), all options become immediately
exercisable.
(2) This amount represents solely the difference between the market value
($16.250) on the last trading day of the Company's fiscal year,
December 31, 1999, of those unexercised options which had an exercise price
below such market price (i.e., "in-the-money options") and the respective
exercise
14
<PAGE>
prices of the options. No assumptions or representations regarding the
"value" of such options are made or intended.
(3) The options granted to Mr. Kern in January 2000 upon his return to the
Company's employ were designed to restore him to substantially the same
position he would have been in had he never left. These grants provide for
35,422 options to vest on July 31, 2000 and the remaining 58,200 options to
vest according to schedules reflecting specific stock appreciation hurdles
and include a grant of 20,000 options in lieu of the December 1999 option
grant to other executive officers.
LONG-TERM INCENTIVE PLAN-
AWARDS IN LAST FISCAL YEAR
The following table provides information regarding each award made to a
Named Executive Officer in fiscal 1999 under the 1998 Plan:
<TABLE>
<CAPTION>
ESTIMATED PAYOUT OPPORTUNITY (CYCLE 3)(1)
-------------------------------------------------
PERFORMANCE FORMULA FORMULA FORMULA
NAME PERIOD MINIMUM(2) TARGET(3) MAXIMUM(3)
- ---- ----------- ---------- --------- ----------
<S> <C> <C> <C> <C>
David H. Murdock.............. 1999-2001 $16,667 $533,333 $1,666,667
David A. DeLorenzo............ 1999-2001 $12,500 $400,000 $1,250,000
George R. Horne............... 1999-2001 $ 1,875 $ 60,000 $ 187,500
Lawrence A. Kern.............. 1999-2001 $ 5,104 $163,333 $ 510,417
Patrick A. Nielson............ 1999-2001 $ 1,344 $ 43,000 $ 134,375
Peter M. Nolan................ 1999-2001 $ 4,594 $147,000 $ 459,375
</TABLE>
- ------------------------
(1) The business targets established for the awards granted in 1999 were
earnings per share at the consolidated level (50% weighting) and relative
total stockholders return ("RTSR") measured against a peer group of
companies in the MidCap Foods Index (50% weighting). If the average
performance during the performance cycle is below target, the payment
opportunities will be reduced and if the average performance is above
target, the payment opportunities will be increased. Subject to other
conditions of the award (including continued service), one-third of the
awards for the three-year performance period (1999-2001) ("Cycle 3"), will
vest in early 2002 with one-third of the remaining payment opportunity
vesting each respective year thereafter. Awards may become immediately
payable in the event of termination of service or a change in control, and
are subject to customary adjustments for recapitalization, reorganizations
and similar events. The formula-determined amount of an award may be
(i) further adjusted based upon performance consistency and (ii) reduced by
the Compensation Committee based upon an evaluation of individual
performance criteria and/or other objective and subjective factors. Because
of these contingencies and other conditions, the specific benefits to be
paid to participants are not determinable in advance.
(2) Requires attainment of minimum target performance in one of the business
criteria in one of the years in applicable performance cycle.
(3) Formula Target and Formula Maximum include the effect of actual 1999 results
on aggregate payment opportunities. Amounts presented assume no increase in
current base salaries during or after 2000.
The reported amounts do not include payout opportunities under unvested
long-term awards made prior to 1999 for the performance period 1998-1999
("Cycle 1"), and one three-year performance period (1998-2000) ("Cycle 2").
The applicable business criteria for awards granted in 1998 and 1999 were
earnings per share at the consolidated level (50% weighting) and RTSR
measured against a peer group of companies in the MidCap Foods Index (50%
weighting).
Prior to the Cycle 3 award period, described above, the Company established
two cycles for which awards may be earned, Cycle 1 and a three-year award period
for the years 1998-2000 ("Cycle 2"). With respect to Cycle 1, which ended on
December 31, 1999, one third of the award has already vested and the
15
<PAGE>
remaining accrued payment opportunities have been fixed and will be paid out as
described in footnotes 4 and 12 to the Summary Compensation Table. With respect
to Cycle 2, one third of any award earned will vest in early 2001. If the
average performance over the cycle is below target, the payment opportunities
are reduced, and if the average performance is above target, the payment
opportunity for the cycle is increased. In addition, these awards may become
immediately payable in the event of termination of service or a change in
control, and are subject to customary adjustments for recapitalizations,
reorganizations and similar events. The Company established the performance
targets for Cycle 2 utilizing earnings per share at the consolidated level (50%
weighting) and RTSR measured against a peer group of companies in the MidCap
Foods Index (50% weighting).
The maximum award opportunity for Cycle 2 for each of the Named Executive
Officers is as follows: Mr. Murdock--$416,667; Mr. DeLorenzo--$312,500;
Mr. Horne--$46,875; Mr. Kern--$127,604; Mr. Nielson--$33,594; and
Mr. Nolan--$114,844.
If the minimum performance level is not achieved on any of the business
targets established by the Compensation Committee in any of the years of a
cycle, no amount will be payable for that award cycle, although the levels of
performance required may change between cycles and may differ within any cycle.
The business criteria and performance targets relative to any business
criterion for a given fiscal year in a cycle may vary from cycle to cycle, as
the Committee prospectively establishes those factors for new cycles in which
the same fiscal year is included under the 1998 Plan.
16
<PAGE>
PENSION PLANS
The Company maintains a number of noncontributory pension plans which
provide benefits, following retirement at age 65 or older with one or more years
of credited service (or age 55 with five or more years of credited service), to
salaried, non-union employees of the Company on U.S. payrolls, including
executive officers of the Company. Each plan provides a monthly pension to
supplement personal savings and Social Security benefits. The following table
shows the estimated annual benefits payable under the Company's corporate
pension plan in which the Named Executive Officers participated in 1999:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$300,000.................. $ 49,500 $ 70,950 $ 92,400 $113,850 $135,300
$400,000.................. $ 66,000 $ 94,600 $123,200 $151,800 $180,400
$500,000.................. $ 82,500 $118,250 $154,000 $189,750 $225,500
$600,000.................. $ 99,000 $141,900 $184,800 $227,700 $270,600
$700,000.................. $115,500 $165,550 $215,600 $265,650 $315,700
$800,000.................. $132,000 $189,200 $246,400 $303,600 $360,800
$900,000.................. $148,500 $212,850 $277,200 $341,550 $405,900
$1,000,000................ $165,000 $236,500 $308,000 $379,500 $451,000
$1,100,000................ $181,500 $260,150 $338,800 $417,450 $496,100
$1,200,000................ $198,000 $283,800 $369,600 $455,400 $541,200
$1,300,000................ $214,500 $307,450 $400,400 $493,350 $586,300
$1,400,000................ $231,000 $331,100 $431,200 $531,300 $631,400
$1,500,000................ $247,500 $354,750 $462,000 $569,250 $676,500
</TABLE>
The above table shows the estimated annual retirement benefits payable as
straight life annuities without offsets for Social Security or other amounts
under this plan, assuming retirement at age 65, to persons in specified
compensation and years of service classifications. In general, the plan covers
the following types of compensation paid by the Company: base pay, bonus, and
severance pay payable under the Company's severance pay plan.
Each year's accrued benefit under the plan is 1.1% of final average annual
compensation multiplied by years of service, plus .33% of final average annual
compensation multiplied by years of service in excess of 15 years. Benefits
accrued as of March 31, 1992 under the prior benefit formula serve as minimum
entitlements. The credited years of service and ages as of December 31, 1999 for
individuals named in the Summary Compensation Table are as follows: Mr. Murdock
(age 76)--14 years; Mr. DeLorenzo (age 53)--29 years; Mr. Kern (age
52)--7 years; Mr. Nolan (age 57)--7 years; Mr. Horne (age 63)--33 years; and
Mr. Nielson (age 49)--16 years. Assuming these individuals remain employed by
the Company until age 65 (or later) and continue to receive compensation equal
to their 1999 compensation from the Company, their annual retirement benefits at
age 65 will approximate: Mr. DeLorenzo--$331,780; Mr. Kern--$138,812;
Mr. Nolan--$71,369; Mr. Horne--$143,323; and Mr. Nielson--$86,727. As required
by the Internal Revenue Code, Mr. Murdock, who is presently over the age of
70 1/2, is receiving his current annual retirement benefit under the pension
plan of $208,604.
Generally, the Internal Revenue Code places an annual maximum limit of
$130,000 (at December 31, 1999) on the benefits available to an individual under
the Company's pension plans. Furthermore, the Internal Revenue Code places an
annual maximum limit of $160,000 (at December 31, 1999) on compensation which
may be considered in determining a participant's benefit under qualified
retirement programs. If an individual's benefit under a plan exceeds the maximum
annual benefit limit or the maximum compensation limit, the excess will be paid
by the Company from an unfunded excess and supplemental benefit plan.
17
<PAGE>
CERTAIN TRANSACTIONS
TRANSACTIONS WITH CASTLE & COOKE, INC.
On December 28, 1995, the Company distributed to stockholders all of the
common stock of Castle & Cooke, Inc. ("Castle"), the Company's former real
estate and resorts operations (the "Distribution"). Mr. Murdock is also Chairman
and Chief Executive Officer of Castle and beneficially owns approximately 27% of
its outstanding common stock. Flexi-Van Leasing, Inc. ("Flexi-Van") an entity
wholly-owned by Mr. Murdock, has made a proposal to acquire all of the
outstanding shares of Castle not currently owned by Flexi-Van or any of its
affiliates.
As partial consideration to the Company for the Distribution, Castle issued
to the Company a promissory note in the principal amount of $10 million. The
$10 million note is payable in December 2000, and bears interest at the rate of
7% per annum, payable quarterly. Castle incurred and paid $700,000 in interest
expense since January 1, 1999 pursuant to the terms of the $10 million note.
Pursuant to the Distribution, the Company and Castle each hold a 50% percent
interest in an airplane, which was formerly owned solely by the Company. Under
the Aircraft Co-Ownership Agreement, the Company and Castle agreed that each
party would be responsible for the direct costs associated with its use of the
airplane, and that all indirect costs would be equally shared. The Company's and
Castle's proportionate share of the operating costs for the aircraft during 1999
were $945,528 and $700,212, respectively. Pursuant to the agreements governing
the Distribution, the Company paid Castle $83,268 for certain general and
administrative expenses provided to the Company by Castle during 1999, including
land management and workers' compensation services. Castle paid the Company
$71,859 for certain general and administrative expenses for various services
provided to Castle by the Company during 1999, including executive and asset
management. In connection with the Company's occupation during 1999 of certain
office space acquired by Castle in Bakersfield, California and to specify the
parties' respective ongoing responsibilities with respect to such property, the
Company and Castle entered into an agreement dated as of January 1, 2000. Under
the agreement, the Company agreed to pay Castle an aggregate sum of $1,355,829,
of which $396,949 has been paid and the remaining $958,880 of which is to be
paid in monthly installments through December 2001. The Company also agreed to
reimburse Castle for certain brokerage commissions, if incurred by Castle in
re-leasing the property prior to February 28, 2009, and Castle has agreed to
reimburse the Company for any rents received by Castle on the property from any
third parties for periods through December 31, 2001. During 1999 the Company
also paid Castle $20,299 pursuant to three eight-year leases commencing in
December 1995 for three plots of agricultural land covering approximately 1600
acres on Oahu, Hawaii. The Company expects to pay similar annual rents in future
years under the leases, subject to changes in property taxes payable on such
properties. The Company also paid Castle $181,200 during 1999 for holding
various meeting and sales functions at Castle's Lanai resort hotels. Castle
purchased $229,824 of products from the Company for its retail store and hotels
in Hawaii, and also paid the Company $34,356 in licensing fees pursuant to a
long-term trademark license agreement. Castle also received a general excise tax
refund of $166,168 from the State of Hawaii that was paid to the Company during
1999 pursuant to the agreements governing the Distribution.
HEADQUARTERS TRANSACTIONS
In January 1999, the Company paid Castle $2,048,442, which represented a net
payment for certain amounts the parties each owed to the other concerning the 10
acre site in Westlake Village, California on which the Company's world
headquarters facility is located (the "Headquarters Site") and the remaining 20
acres of the Westlake Village property which continues to be owned by Castle.
The net payment represented: (1) certain payments ($2,668,985) to Castle to
reimburse it for development costs incurred by Castle on the Headquarters Site
prior to the time it was sold to the bank which presently owns the Headquarters
Site; (2) certain lease payments ($232,631) to Castle representing lease periods
prior to the time the Headquarters Site was sold to the bank; less (3) certain
payments ($853,174) to the Company
18
<PAGE>
representing development costs incurred on the portion of the Westlake Village
property which continues to be owned by Castle. In addition in 1999 the Company
paid Castle $45,134 for architectural services provided by, and related expenses
incurred by, Castle in connection with the construction of the headquarters
facility.
OTHER TRANSACTIONS
David H. Murdock, the Company's Chairman and Chief Executive Officer, owns,
among other businesses, a transportation equipment leasing company, a private
dining club and a private country club, which supply products and provide
services to numerous customers and patrons. During fiscal 1999, the Company paid
certain of Mr. Murdock's companies an aggregate of $2,231,363 for the rental of
chassis and generator sets, for bricks purchased for the construction of Dole's
headquarters and for Company events that took place at the above-mentioned
facilities. Mr. Murdock paid the Company and Castle $30,969 for the incremental
cost of utilizing the airplane referenced above for personal business purposes
during 1999 which amount is shared equally by the Company and Castle.
Mr. Murdock also reimbursed the Company $105,804 for certain shared services
between the Company and one of his private companies which maintains offices in
the same building. The Audit Committee of the Board of Directors reviewed and
approved transactions in which Mr. Murdock or his affiliates had an interest.
Mr. Murdock, a director and executive officer, and Ms. Wieman, an executive
officer, of the Company also serve as directors and executive officers of
privately-held entities controlled by Mr. Murdock which do not have compensation
committees. Any compensation paid by those companies is within the discretion of
their respective boards of directors. Information concerning certain
transactions with those companies is disclosed above.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS
PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING COMPENSATION COMMITTEE
REPORT AND THE FOLLOWING PERFORMANCE GRAPH SHALL NOT BE INCORPORATED BY
REFERENCE INTO ANY SUCH FILINGS OR ANY FUTURE FILINGS, EXCEPT TO THE EXTENT THE
COMPANY EXPRESSLY INCORPORATES SUCH REPORT OR GRAPH BY REFERENCE THEREIN. THE
REPORT AND GRAPH SHALL NOT BE DEEMED SOLICITING MATERIAL OR OTHERWISE DEEMED
FILED UNDER EITHER OF SUCH ACTS.
CORPORATE COMPENSATION AND BENEFITS COMMITTEE
REPORT TO STOCKHOLDERS
COMPENSATION PHILOSOPHY
The Company's compensation philosophy is to relate the compensation of the
Company's executive officers to measures of Company performance that contribute
to increased value for the Company's stockholders.
GOALS
To assure that compensation policies appropriately consider the value the
Company creates for stockholders, the Company's compensation philosophy for
executive officers takes into account the following goals:
- Executive officer compensation must be focused on enhancing stockholder
value.
- Compensation must reflect a competitive and performance-oriented
environment that motivates executive officers to set and achieve
aggressive goals in their respective areas of responsibility.
- Incentive-based compensation must be contingent upon the performance of
each executive officer against financial and strategic performance goals.
19
<PAGE>
- The Company's compensation policies must enable the Company to attract and
retain top quality management.
The Compensation Committee periodically reviews the components of
compensation for the Company's executive officers on the basis of its philosophy
and goals. Further, as the situation warrants, the Compensation Committee also
retains the services of a qualified compensation consulting firm to provide
recommendations to enhance the linkage of executive officer compensation to the
above goals and to obtain information as to how the Company's compensation of
executive officers compares with peer companies.
The United States Internal Revenue Service has promulgated regulations
affecting all publicly held United States corporations (the "162(m)
Regulations") that interpret limits on the tax deductibility of compensation in
excess of $1 million per year for certain executive officers. The Compensation
Committee considers the 162(m) Regulations as one of the factors it reviews with
respect to compensation matters. The Compensation Committee, generally speaking,
intends to limit compensation to amounts deductible under the 162(m)
Regulations, and the Compensation Committee believes that all compensation paid
to executive officers in 1999 is deductible under the 162(m) Regulations.
However, changes in the tax laws or interpretations, other priorities or special
circumstances may result in or warrant exceptions.
EXECUTIVE STOCK OWNERSHIP GUIDELINES
To further support the Company's goal of achieving a strong link between
stockholder and executive interests, the Company has adopted stock ownership
guidelines for senior executives. Senior executives have been asked to make
(over a three to five year period of time) and hold investments in Company stock
or stock equivalents valued at between 50% to 100% of their base salaries.
Unexercised stock options are not counted for purposes of meeting the ownership
guidelines. Guidelines generally will apply to all vice presidents and above,
with ownership targets increasing with level of responsibility.
In order to assist senior executives in meeting the stock ownership
guidelines, the Company, in July 1997, adopted the Stock Ownership Enhancement
Program. This Program enables executives to defer compensation that would
otherwise be realized on option exercises and at some specified future date
receive the deferred compensation in the form of Company Common Stock. Assuming
certain requirements are met, the executive participates in the Program by
alternatively exercising the option and instead of receiving Common Stock,
receives a certain number of "stock units" derived by dividing the price of the
Common Stock on the date of the exercise into the amount by which the exercised
stock option was "in-the-money". The "stock units" accrue dividend equivalents
and are payable solely in Common Stock following a specified date in the future
which is selected by the executive at the time of exercise.
EXECUTIVE COMPENSATION COMPONENTS
The Company annually evaluates the competitiveness of its executive
compensation program (base salary, annual bonus, and long-term incentives)
relative to comparable publicly traded companies.
A group of 12 food-processing companies (or "peer group") is used to
annually evaluate the compensation for proxy-named officers. The peer group was
identified by the Compensation Committee's executive compensation consulting
firm through a comparability screening process that considered such variables as
revenue size, product line diversity, and geographic scope of operation. The
peer group is reviewed periodically and changes may be made based on the
comparability screening process. Nine of the peer group companies are in the S&P
Foods Index.
Broader published surveys of food processing companies, as well as industry
in general, are used to evaluate the competitiveness of total compensation for
other Company executives.
Based on an analysis conducted by the Compensation Committee's executive
compensation consultant in 1999, the compensation opportunity for executive
officers of the Company, consisting of salary, annual
20
<PAGE>
bonus, stock options, and a target long-term incentive, generally falls between
the 50th and 75th percentile of the Company's peers. Generally speaking, 75th
percentile pay levels can only be achieved if the Company's aggressive goals
associated with its incentive compensation plans are attained. Pay levels for
each executive officer, other than the Chairman and CEO, largely reflect the
recommendation of the Chairman and CEO based on individual experience and
breadth of knowledge, internal equity considerations, and other subjective
factors. The compensation opportunity for the Chairman and CEO for 1999 was
based on deliberations of the Compensation Committee of the Company, as
described below under "CEO Compensation".
Each component of the total executive compensation package emphasizes a
different aspect of the Company's compensation philosophy:
- BASE SALARY. Base salaries for executive officers (other than the Chairman
and CEO whose salary is discussed below) are initially set upon hiring by
management (subject to periodic review by the Compensation Committee)
based on recruiting requirements (i.e., market demand), competitive pay
practices, individual experience and breadth of knowledge, internal equity
considerations, and other subjective factors.
Increases to base salary are determined primarily on the basis of
individual performance and contribution to the Company and involve the
application of both quantifiable and subjective criteria. Salary reviews
for senior executives typically occur at intervals greater than twelve
months.
- ANNUAL INCENTIVES. The Company relies to a large degree on annual
incentive compensation to attract and retain executive officers of
outstanding abilities and to motivate them to perform to the full extent
of these abilities.
In 1999, executive officers were eligible to participate in the annual
portion of the 1998 Plan ("Annual Award") or a similar incentive plan for
a broader group of officers. While comparable in most respects, features
of the stockholder- approved Annual Award are more rigidly defined than
other incentive plans sponsored by the Company, in an effort to satisfy
the requirements for deductibility under the 162(m) Regulations. All of
the executives listed in the Summary Compensation Table were eligible to
participate in the Annual Award.
Bonus opportunities for executive officers, as a percentage of base
salary, ranged from 25% to 75% (37.5% to 112.5% for the Chairman and CEO),
depending on the Company's performance relative to financial performance
targets set in the first quarter of the year. Bonuses generally are
payable only if the specified minimum level of financial performance is
realized and may be increased to maximum levels only if substantially
higher performance levels are attained. Bonus opportunities for each
individual are determined on the basis of competitive bonus levels (as a
percent of salary), degree of responsibility, and other subjective
factors. To provide greater flexibility, the Compensation Committee may
include alternative performance goals to permit awards at lower levels in
appropriate circumstances.
Generally speaking, each individual's maximum annual cash bonus equals
1.5x his or her target award level. The maximum bonus is payable only if
exceptional Company and/or divisional performance levels against
pre-determined goals are achieved.
In 1999, the bonus opportunity for Messrs. Murdock and DeLorenzo, was
based upon return on average common equity ("ROE") and Net Income. While
the Company did not reach the financial threshold necessary to make
payments under the ROE measure, the Net Income component permitted an
award opportunity for participants in the Plan. The Committee nevertheless
determined that no payments be made to Messrs. Murdock and DeLorenzo for
1999 performance.
21
<PAGE>
- LONG-TERM INCENTIVES. The Company provides two forms of long-term
incentive opportunity for senior executives: a stock option plan and a
long-term incentive plan ("Long-Term Award"). Both plans were previously
approved by stockholders.
OPTIONS. Stock option grants represent incentives tied to future stock
appreciation. Stock options are granted periodically to provide executives
with a direct incentive to enhance the value of the Common Stock.
Historically, awards have been granted at the fair market value of the
Common Stock on the date of grant and have generally vested over a
three-year period with a term of ten years.
Since 1995, the Company has imposed specific stock appreciation hurdles
for senior management. None of the options granted in 1999 will vest until
the stock price reaches certain stock price targets (see table entitled
"Option/SAR Grants In The Last Fiscal Year" at page 13). Options will vest
in 25% increments upon achieving or exceeding each specified price hurdle
for a period of 30 consecutive trading days. To preserve the favorable
accounting treatment generally associated with these stock option grants,
options will become fully vested three months before the end of their
ten-year terms if the individual is still employed by the Company.
Options are granted at the discretion of the Compensation Committee (based
substantially on the recommendations of the Chairman and CEO as to grants
for other officers) to key management positions above a specified salary
level. Guidelines for the size of each grant are generally based on a
multiple of base salary divided by the fair market value of the stock at
date of grant, and are consistent with competitive pay practices analyzed
by the Committee
Guidelines for stock option multiples were derived from a combination of
competitive market data and subjective judgments. In general, the
multiples for individual positions increased with the level of
responsibility and the perceived impact of each position on the strategic
direction of the Company. The Chairman's recommendations for individual
option grants also reflected his assessment of the effect of promotions,
individual performance, and other factors. An individual's outstanding
stock options and current stock ownership generally were not considered
when making stock option awards. Individual option grant multiples in 1999
generally were targeted at the median of peer companies.
The Committee made two general stock option grants in 1999, the first on
January 22, 1999, and the second on December 16, 1999. The first grant
continued the Company's past practice of granting options in the first
quarter. The Committee determined that the December 1999 grant was
necessary to ensure that the Company's compensation package remains
competitive.
LONG-TERM INCENTIVE PLAN. Under the Long-Term Plan, the underlying
performance measures and payout provisions were designed in a manner which
the Compensation Committee believes will continue to further align
executive officer compensation with stockholder returns on a long-term
basis. The Long-Term Plan uses three year overlapping cycles with a
look-back provision at the end of each third year. A participant's payment
opportunity is adjusted up or down based on the average of the performance
over the prior three years. One-third of the participant's adjusted
payment opportunity vests at the end of each third year, with one-third of
the remaining payment vesting annually thereafter. The Compensation
Committee authorized all executive officers to participate in the
Long-Term Plan. The payment opportunity under these awards was based 50%
on performance relative to earnings per share ("EPS") targets, and 50% on
performance relative to targets for relative total stockholder return
("RTSR") as measured against a peer group of companies in the MidCap Foods
Index. The MidCap Foods Index was chosen to evaluate the Company's
performance against a stock market index of food companies, which includes
Dole.
The first sums were earned under this Plan, as the Company met its EPS
target applicable to the first year of the Plan. One-third of the balance
was paid to the participants, half in cash and half in
22
<PAGE>
stock, except for fractional shares which are paid in cash. The remaining
two-thirds will be paid in accordance with the terms of the Plan.
After year-end, the Compensation Committee concluded that the Company's
performance against the EPS and RTSR performance measures did not meet
minimum threshold requirements and therefore, no accruals will be made to
the participants' award accounts for 1999 under the Long-Term Award
program.
CEO COMPENSATION
The Compensation Committee reviewed Mr. Murdock's compensation relative to
the compensation (base salary, annual and long-term incentives) of the peer
group. It is the Compensation Committee's intent to target aggregate
compensation for Mr. Murdock at approximately the median of the peer group. In
establishing Mr. Murdock's compensation, the Compensation Committee considered
his responsibilities with other companies and determined that Mr. Murdock
devotes to Dole the time that is necessary for the effective performance of his
duties.
Under the terms of the Annual Plan, Mr. Murdock was eligible for an annual
bonus ranging from 37.5% to 112.5% of base salary. Mr. Murdock's total 1999
bonus opportunity was based on ROE and Net Income. The Committee determined,
based in part on the recommendation of Mr. Murdock, that a bonus based on 1999
performance would not be paid to him.
In 1999, the Compensation Committee approved two stock option grants for
Mr. Murdock in the amount of 100,000 options each. The January and
December 1999 grants were made at fair market value on the respective dates of
grant. Mr. Murdock participated in the Long-Term Award, described above under
LONG-TERM INCENTIVES, and thus is eligible for a payment based on the
formula-determined award period ending in 1999.
The Corporate Compensation and
Benefits Committee
James F. Gary, Chairman
Mike Curb
Zoltan Merszei
23
<PAGE>
PERFORMANCE GRAPH
The following graph indicates the performance of the cumulative total return
to stockholders of the Company's Common Stock (including reinvested dividends)
during the previous five years in comparison to the cumulative total return on
the Standard & Poor's 500 Stock Index and the Standard & Poor's Foods Index.
DOLE FOOD COMPANY, INC
CUMULATIVE TOTAL RETURN STOCK PRICE PERFORMANCE COMPARISON
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
S&P MIDCAP FOODS AND
DOLE FOOD COMPANY S&P 500 S&P FOODS INDEX BEVERAGES INDEX
----------------- -------- --------------- --------------------
<S> <C> <C> <C> <C>
12/1994 $100 $100 $100 $100
12/1995 $179 $138 $127 $131
12/1996 $175 $169 $151 $159
12/1997 $238 $225 $216 $234
12/1998 $158 $290 $234 $223
12/1999 $ 87 $351 $184 $166
</TABLE>
- ------------------------
Assumes $100 invested on December 31, 1994 in Dole Food Company Common Stock,
the Standard & Poor's 500 Stock Index and the Standard & Poor's Foods Index and
assumes reinvestment of dividends at the frequency with which dividends are
paid.
PROPOSAL 2
ELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS AND AUDITORS
Upon the recommendation of the Audit Committee, the Board of Directors of
the Company has appointed Arthur Andersen LLP as the Company's independent
public accountants and auditors for the 2000 fiscal year ending December 30,
2000, subject to stockholder approval. Arthur Andersen LLP has served as the
Company's independent public accountants and auditors since 1985.
Services which will be provided to the Company and its subsidiaries by
Arthur Andersen LLP with respect to the 2000 fiscal year include the examination
of the Company's consolidated financial statements, reviews of quarterly
reports, services related to filings with the SEC and consultations on various
tax matters.
A representative of Arthur Andersen LLP will be present at the Annual
Meeting to respond to appropriate questions and to make such statements as he
may desire.
24
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ARTHUR
ANDERSEN LLP AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS AND AUDITORS.
MISCELLANEOUS
OTHER MATTERS
If any other matters properly come before the meeting, it is the intention
of the proxy holders to vote in their discretion on such matters pursuant to the
authority granted in the proxy and permitted under applicable law.
COST OF SOLICITING PROXIES
The expenses of preparing and mailing the Notice of Annual Meeting, the
Proxy Statement and the proxy card(s) will be paid by the Company. In addition
to the solicitation of proxies by mail, proxies may be solicited by directors,
officers and employees of the Company (who will receive no additional
compensation) by personal interviews, telephone, telegraph and facsimile. It is
anticipated that banks, custodians, nominees and fiduciaries will forward proxy
soliciting material to beneficial owners of the Company's Common Stock and that
such persons will be reimbursed by the Company for their expenses incurred in so
doing.
PROPOSALS OF STOCKHOLDERS
The 2001 Annual Meeting of Stockholders is presently expected to be held on
or about May 10, 2001. To be considered for inclusion in the Company's Proxy
Statement for the 2001 Annual Meeting, proposals of stockholders intended to be
presented at the Meeting must be received by the Corporate Secretary, Dole Food
Company, Inc., One Dole Drive, Westlake Village, California 91362, no later than
December 8, 2000. In addition, if the Company is not provided with written
notice of a stockholder proposal on or before February 21, 2001, proxies
solicited by the Board of Directors for the 2001 Annual Meeting of Stockholders
will confer discretionary authority to vote on the stockholder proposal if
presented at the Annual Meeting.
ANNUAL REPORTS AND FORMS 10-K
Copies of the Company's Annual Report and Form 10-K for the year ended
January 1, 2000 may be obtained without charge by writing to the Corporate
Secretary, Dole Food Company, Inc., One Dole Drive, Westlake Village, California
91362 or by telephoning requests to 818-879-6814. The Company's Annual Report
and Form 10-K can also be found on the Company's website: www.dole.com.
By Resolution of the Board of
Directors,
April 6, 2000
25
<PAGE>
- -----------------------------------------------------------------------------
PROXY
DOLE FOOD COMPANY, INC.
PROXY FOR COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints DAVID H. MURDOCK and DAVID A. DE LORENZO,
and each of them, as Proxies, each with full power of substitution, and each
with all powers that the undersigned would possess if personally present, to
vote all of the shares of Common Stock of Dole Food Company, Inc. (the
"Company") which the undersigned may be entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at Dole World Headquarters,
One Dole Drive, Westlake Village, California on Thursday, May 11, 2000, at
10:00 a.m. local time, and any adjournments thereof. The undersigned
instructs each of said Proxies, or their substitutes, to vote as specified by
the undersigned on the reverse side and to vote in such manner as they may
determine on any other matters which may properly come before the meeting as
indicated in the Notice of Annual Meeting of Stockholders and Proxy
Statement, receipt of which is hereby acknowledged.
(IMPORTANT - TO BE SIGNED AND DATED ON REVERSE SIDE)
<PAGE>
[DOLE LOGO]
Dole is a founding member of the national 5 A Day for Better Health Program,
launched in 1991 by the National Cancer Institute and Produce for Better
Health Foundation to encourage Americans to eat five or more servings of
fruits and vegetables everyday.
As part of its ongoing nutrition education program, Dole and nutrition
experts from the Mayo Clinic and University of California Los Angeles have
collaborated to produce a book, "The Encyclopedia of Foods". Available later
this year, the book will be the definitive guide to nutrition and healthy
eating to promote physical well being.
Dole invites you to visit its web sites at: www.dole5aday.com.
[fruits and vegetables logo]
Please Detach and Mail in the Envelope Provided
- -------------------------------------------------------------------------------
A /X/ PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2
FOR all nominees WITHHOLD AUTHORITY NOMINEES:
listed at right (except to vote for all nominees Elaine L. Chao
as indicated) listed at right Mike Curb
1. Election / / / / David A. DeLorenzo
of Richard M. Ferry
Directors James F. Gary
Zoltan Merszei
David H. Murdock
/ /______________________________________
For all nominees except as named above.
FOR AGAINST ABSTAIN
2. Elect Arthur Andersen LLP as independent / / / / / /
public accountants and auditors for the
2000 fiscal year.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS MADE, FOR ITEMS 1 AND 2 AND AS SAID PROXIES DEEM ADVISABLE ON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS CARD IN THE ENCLOSED
PREPAID ENVELOPE.
MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT / /
Signature_______________Date:____________Signature_______________Date:__________
NOTE: Please sign exactly as your name appears on this proxy card. If shares
are held jointly, each holder should sign. Executors, administrators,
trustees, guardians, attorneys and agents should give their full titles. If
shareholder is a corporation, sign if full corporate name by the authorized
officer.
<PAGE>
- -------------------------------------------------------------------------------
DOLE FOOD COMPANY, INC.
INSTRUCTION FORM FOR VOTING COMMON STOCK
The undersigned hereby instructs The Northern Trust Company, as Trustee
of the Dole Food Company, Inc. Defined Contribution Benefit Plan ("TaxDip
Plan") to vote all of the shares of Common Stock of Dole Food Company, Inc.
(the "Company") allocated to the undersigned's TaxDip Plan Account at the
Annual Meeting of Stockholders of the Company to be held at Dole World
Headquarters, One Dole Drive, Westlake Village, California on Thursday, May
11, 2000, at 10:00 a.m. local time, and any adjournments thereof. The
undersigned instructs The Northern Trust Company to vote as specified by the
undersigned on the reverse side and to vote in such manner as it may
determine on any other matters which may properly come before the meeting as
indicated in the Notice of Annual Meeting of Stockholders and Proxy
Statement, receipt of which is hereby acknowledged.
(IMPORTANT--TO BE SIGNED AND DATED ON REVERSE SIDE)
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS CARD BY 5:00 P.M. MONDAY,
MAY 8, 2000, IN THE ENCLOSED RETURN ENVELOPE. YOUR VOTING INSTRUCTIONS WILL
BE KEPT CONFIDENTIAL BY THE TRUSTEE.
SEE REVERSE SIDE
<PAGE>
April 5, 2000
TO: Participants in the Dole Food Company, Inc. Defined Contribution
Benefit Plan ("TaxDip Plan")
RE: The 2000 Annual Meeting of Stockholders of Dole Food Company, Inc.
We are the Trustee of the TaxDip Plan.
This letter is to inform you that the 2000 Annual Meeting of Stockholders of
Dole Food Company, Inc. will be held on May 11, 2000.
As a participant in the TaxDip Plan, you have the right to instruct the
Trustee on how you want the shares of Dole Food Company, Inc. common stock
allcoated to your account under the TaxDip Plan to be voted. If a proper
instruction form is received in a timely manner by the Trustee's independent
tabulation agent as described below, the Trustee shall vote as instructed all
Dole Food Company, Inc. shares allocated to your TaxDip Plan account unless
to do so would be inconsistent with the Trustee's duties.
Enclosed is the Proxy Statement, instruction form, return envelope and 1999
Annual Report prepared by Dole Food Company, Inc. Please review these
materials carefully before completing the enclosed instruction form. You
cannot vote the Dole Food Company, Inc. shares allocated to your TaxDip Plan
account in person. You must use the enclosed instruciton form. Please mark,
sign and date the enclosed instruction form in accordance with the
instructions therein, and return it to our independent tabulation agent in
the enclosed enevelope. We cannot give assurance that instruction forms
received later than 5:00 p.m., Eastern Time, on May 8, 2000 will be honored.
If you are an expatriate employee, you may wish to expedite this process by
returning the instruction card, sealed in the return envelope, via Dole
"Pouch Mail." Dole, in turn, will forward the sealed envelope for tabulation.
If you fail to give a proper voting instruction, and as respects all
unallocated shares of Dole Food Company, Inc. common stock held in the TaxDip
Plan, the Trustee will vote such shares proportionately in the same manner as
it votes Dole Food Company, Inc. shares as to which the Trustee or its agent
have received voting instructions as specified above unless to do so would be
inconsistent with the Trustee's duties.
Your voting instruction form will be kept strictly confidential.
Very truly yours,
THE NORTHERN TRUST COMPANY, AS TRUSTEE
OF THE DOLE FOOD COMPANY, INC. MASTER RETIREMENT
SAVINGS TRUST (DAILY VALUATION)
Please Detach and Mail in the Envelope Provided
- ------------------------------------------------------------------------------
A /X/ Please mark your
votes as in this
example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
FOR ALL WITHHELD FROM
NOMINEES ALL NOMINEES
1. Election NOMINEES: Elaine L. Chao
of Mike Curb
Directors / / / / David A. DeLorenzo
Richard M. Ferry
James F. Gary
Zoltan Merszei
David H. Murdock
/ /_________________________________________
For all nominees except as named above.
Signature____________________________________________ Date:___________________
FOR AGAINST ABSTAIN
2. Elect Arthur Andersen LLP as independent
public accountants and auditors for the 2000
fiscal year. / / / / / /
THIS INSTRUCTION FORM, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR,
IF NO DIRECTION IS MADE, FOR ITEMS 1 AND 2 AND AS SAID TRUSTEE DEEMS
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
NOTE: Please sign exactly as your name appears on the instruction form and
return it to the Trustee's tabulation agent by 5:00 p.m. Eastern Time, May 8,
2000, to be tabulated. Your voting instructions will be kept confidential.
Signature____________________________________________ Date:___________________
