<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 [FEE REQUIRED]
For the fiscal year ended December 31, 1999
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.
One Dole Drive
Westlake Village, CA 91362-7300
<PAGE>
DOLE FOOD COMPANY, INC.
TAX-DEFERRED INVESTMENT PLAN FOR SALARIED EMPLOYEES
OF DOLE FOOD COMPANY, INC. AND PARTICIPATING DIVISIONS AND SUBSIDIARIES
Financial Statements
As of December 31, 1999 and 1998
Together with Auditors' Report
<PAGE>
DOLE FOOD COMPANY, INC.
TAX-DEFERRED INVESTMENT PLAN FOR SALARIED EMPLOYEES
OF DOLE FOOD COMPANY, INC. AND PARTICIPATING DIVISIONS AND SUBSIDIARIES
As of December 31, 1999 and 1998
INDEX
Report Of Independent Public Accountants 1
Financial Statements: 2-3
Statements of Net Assets Available for Plan Benefits as
of December 31, 1999 and 1998
Statement of Changes in Net Assets Available for Plan Benefits for
the Year Ended December 31, 1999
Notes To Financial Statements 4-10
Exhibit 11
Note: Schedules have been omitted because the information is otherwise
disclosed, not applicable or is not required by 29 CFR 2520.103-10 of the
Department of Labor's 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
/s/ George R. Horne
By: -------------------------------------
George R. Horne
Chairman, Retirement Plan Committee
Dated: June 26, 2000
<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 Plan
Benefits of the Tax-Deferred Investment Plan for Salaried Employees of Dole Food
Company, Inc. and Participating Divisions and Subsidiaries (the "Plan") as of
December 31, 1999 and 1998, and the related Statement of Changes in Net Assets
Available for Plan Benefits for the year ended December 31, 1999. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 Plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in its net assets available for
Plan benefits for the year ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Los Angeles, California
June 26, 2000
1
<PAGE>
TAX-DEFERRED INVESTMENT PLAN FOR SALARIED EMPLOYEES
OF DOLE FOOD COMPANY, INC. AND PARTICIPATING DIVISIONS AND SUBSIDIARIES
Statements of Net Assets Available for Plan Benefits
As of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
----------------- -----------------
<S> <C> <C>
Cash $ 395,355 $ 38,264
Investments:
Investments, at fair value - 128,942,997
Interest in Master Retirement Savings Trust 159,364,792 -
----------------- -----------------
Total investments 159,364,792 128,942,997
Receivables:
Employer contributions 244,784 215,153
Employee contributions 290,263 188,144
Dividends - 543
Accrued transfers between funds/plans - 172,373
Interest 158,435 -
Due from broker 65,883 91,817
----------------- -----------------
Total receivables 759,365 668,030
----------------- -----------------
Total assets 160,519,512 129,649,291
----------------- -----------------
Accrued liabilities (35,548) (60,985)
Due to broker (230,152) -
----------------- -----------------
Total liabilities (265,700) (60,985)
----------------- -----------------
Net Assets Available For Plan Benefits $160,253,812 $129,588,306
================= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
TAX-DEFERRED INVESTMENT PLAN FOR SALARIED EMPLOYEES
OF DOLE FOOD COMPANY, INC. AND PARTICIPATING DIVISIONS AND SUBSIDIARIES
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1999
<TABLE>
<S> <C>
Net Assets Available For Plan Benefits,
beginning of year $129,588,306
Additions:
Contributions:
Employee 6,737,188
Employer 2,253,203
------------------
Total contributions 8,990,391
Net investment income from Master Retirement Savings Trust 32,365,792
------------------
Total additions 41,356,183
Deductions:
Benefits paid to participants (10,690,677)
------------------
Net increase 30,665,506
------------------
Net Assets Available for Plan Benefits,
end of year $160,253,812
==================
</TABLE>
The accompanying notes are an integral part of this financial statement.
3
<PAGE>
DOLE FOOD COMPANY, INC.
TAX-DEFERRED INVESTMENT PLAN FOR SALARIED EMPLOYEES
OF DOLE FOOD COMPANY, INC. AND PARTICIPATING DIVISIONS AND SUBSIDIARIES
Notes To Financial Statements
December 31, 1999 and 1998
1. PLAN DESCRIPTION
The following is a summary description of the Tax-Deferred Investment Plan for
Salaried Employees of Dole Food Company, Inc. and Participating Divisions and
Subsidiaries (the "Plan"). It is provided here for general information purposes
only. Participants should refer to the Plan document for a more complete
description of the provisions of the Plan.
The Plan is a defined contribution plan sponsored by Dole Food Company, Inc. and
Participating Divisions and Subsidiaries (collectively, the "Company"). The Plan
is also subject to the provisions of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA").
GENERAL
The Company established the Plan to encourage eligible employees to save
for retirement. Effective July 1, 1995, salaried employees of the Company
are eligible to participate in the Plan according to the provisions of each
individual operating company. As of December 31, 1999 and 1998, there were
approximately 1,981 and 1,725 active participants in the Plan,
respectively.
During 1998, the Company acquired various companies and assets organized
under Dole Fresh Flowers, Inc. ("Fresh Flowers"), a wholly owned subsidiary
of the Company. Fresh Flowers has several ERISA Plans including Finesse
Farmers East, Inc. 401(k) Plan, Four Farmers, Inc. 401(k) Plan, and
Sunburst Farms Inc. Profit Sharing Plan. Fresh Flowers was approved by the
Company to be a participating employer under the Plan effective as of a
date after June 30, 1999, as specified by Fresh Flowers. The three plans
sponsored by Fresh Flowers were frozen on August 6, 1999.
PLAN ADMINISTRATION
The Company has assigned responsibility for the operation and
administration of the Plan to the Corporate Compensation and Benefits
Committee (the "Committee" or "Plan Administrator") of the Company's Board
of Directors. The members of the Committee are appointed by the Company's
Board of Directors.
Effective February 1, 1999, the trustee of the Plan changed from Mellon
Bank to the Northern Trust Company (the "Trustee"). Hewitt Associates LLC
("Hewitt") is the recordkeeper for the Plan.
CONTRIBUTIONS
The Company makes a matching contribution equal to 50 percent of the first
6 percent of salary contributed not to exceed a specified percent of
compensation as defined in the operating company appendices of the Plan
document. If the Company does not have sufficient current or accumulated
net profits in any year to make the applicable matching contribution, it
may choose not to make such contributions. This determination is made by
the Corporate Compensation and Benefits Committee at its sole discretion.
4
<PAGE>
Effective January 1, 1995, participants may contribute 1 to 10 percent of
pre-tax compensation, and effective July 1, 1995, participants may
contribute an additional 1 to 5 percent of after-tax compensation in whole
percentage increments. Effective January 1, 1999, the plan was amended to
allow participants to contribute 1 to 12 percent of pre-tax compensation.
Participants may elect to have their contributions invested among various
investment funds outlined in the Summary Plan Description. Also, eligible
employees may roll over contributions from other Internal Revenue
Service-qualified retirement plans as permitted by the Plan Administrator.
VESTING
Participants are immediately fully vested in both their contributions and
employer contributions at the date of hire.
BENEFIT PAYMENTS
Benefits are recorded when paid. Upon a participant's termination of
employment with the Company, the participant's account may be distributed
in a lump sum amount. Participants no longer actively employed may elect to
delay distribution until the attainment of age 70 1/2. 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 $5,000, a
distribution shall be made as soon as administratively feasible.
Amounts invested in the Dole Food Company, Inc. Common Stock Fund ("Dole
Common Stock Fund") will, at the participant's or beneficiary's option, be
distributed in the form of common stock (except that cash will be
distributed in lieu of fractional shares and to the extent the Dole Common
Stock Fund is invested in cash rather than stock) or entirely in cash. For
purposes of a cash distribution, such common stock and amounts invested in
other funds will be valued at the closing sale price on the New York Stock
Exchange on the day the distribution is requested.
LOANS TO PARTICIPANTS
Participants with an account balance are eligible to take a loan against
their account. Loans may be used for any purpose but only one loan may be
outstanding at any time. All loans are secured by the participant's vested
account. A loan is considered to be in default when six or more biweekly
loan payments are not paid by a participant. Defaulted loans are treated as
a taxable distribution from the Plan.
The maximum loan amount is limited to the lesser of: (a) 50 percent of the
vested balance of the participant's account under the Plan, as of the month
end preceding the loan application, or (b) $50,000, less any previously
outstanding loan balance from the Plan during the prior 12 months. The
amount that can be repaid (with interest) by payroll deductions may not
exceed 25 percent of the participant's base pay. Loan terms range up to
five years or up to ten years for the purchase of a primary residence. The
interest rates charged on outstanding participant loans at December 31,
1999 range from 7 percent to 10 percent.
Effective January 1, 1995, the minimum loan allowed is $1,000, based on a
participant's minimum vested account value of $2,000 at the month end
preceding the loan application.
PARTICIPANT ACCOUNTS
Individual accounts are maintained for each of the Plan's participants to
reflect the participant's contributions and related employer matching
contributions, as well as the participant's share of the Plan's income and
any related administrative expenses. Allocations are based on the
proportion of each participant's account balance to the total of all
participants' account balances. Investment options are participant
directed.
5
<PAGE>
WITHDRAWALS
Listed below are the withdrawal options available to participants.
The amount of any withdrawal will be made in proportionate amounts from
each of the investment funds to which the participant has allocated funds.
HARDSHIP
A withdrawal from an actively employed 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 a portion 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.
TRANSFERS BETWEEN FUNDS/PLANS
A participant may elect to transfer all or a portion of his or her account
balance to one or more of the active investment funds. In addition, when a
participant changes from hourly to salaried status, or vice versa, the
assets associated with the participant are also transferred between the
Plan and the Tax-Deferred Investment Plan for Hourly Employees of Dole Food
Company, Inc. and Participating Divisions and Subsidiaries.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements have been prepared on the accrual basis of
accounting. The following accounting policies are applied:
a. For the 1999 Plan year, the fair value of the Plan's interest in the
Dole Food Company, Inc. Master Retirement Savings Trust (Daily
Valuation) ("Savings Trust" - See Note 5) is based on the beginning of
year value of the Plan's interest in the Savings Trust plus actual
contributions and allocated investment income less actual
distributions and allocated administrative expenses. Participant loans
are valued at cost which approximates fair value. For the 1998 Plan
year, all investments were reported at their fair value based on
quoted market prices as of the statement date.
6
<PAGE>
b. Purchases and sales of securities are reflected on a trade-date basis
at the Savings Trust level. 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.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
c. Investment advisory and trustee fees are paid by the Plan, unless paid
by the Company.
d. Realized/unrealized gains and losses are computed based on the
difference between the fair value of the assets at the beginning of
the year or at the time of purchase for assets purchased during the
plan year and their fair value at the end of the year or at the time
of sale for assets sold during the plan year.
NEW PRONOUNCEMENTS
The Accounting Standard Executive Committee issued Statement of Position
99-3 ACCOUNTING FOR AND REPORTING OF CERTAIN DEFINED CONTRIBUTION PLAN
INVESTMENTS AND OTHER DISCLOSURE MATTERS (SOP) which eliminates the
requirement for a defined contribution plan to disclose participant
directed investment programs. Therefore, the 1998 financial statements have
been reclassified to eliminate the participant directed fund investment
program disclosures.
USE OF ESTIMATES
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of income and expenses
during the reporting period. Actual results could differ from those
estimates.
ADMINISTRATIVE EXPENSES
Administrative fees for accountants, legal counsel and other specialists
and any other costs of administering the Plan or trust fund, unless paid
directly by the Company, will be paid by the Plan and will be charged
against participants' accounts. Certain administrative expenses directly
relating to specific participant transactions are allocated and deducted
from the participants' account. For the year ended December 31, 1999, all
fees were paid by the Company and were not material to the financial
statements taken as a whole.
3. INVESTMENTS
The following funds are investments that represent 5 percent or more of the
Plan's net assets as of December 31, 1998.
Equity Index Fund $ 36,187,540
Balanced Fund 25,676,142
International Growth Fund 15,139,221
Plan Interest in Master Trust
(Stable Value Fund - Note 4) 20,927,612
Growth Fund 18,518,975
------------
$116,449,490
============
See Note 5 below for investments in the Savings Trust as of December 31, 1999.
7
<PAGE>
4. PLAN INTEREST IN MASTER TRUST (STABLE VALUE FUND)
A portion of the Plan's investments as of December 31, 1998 was in a Master
Trust (Stable Value Fund) ("Stable Value Trust") which was established January
1, 1993, between the Company and Mellon Bank ("former trustee") for the
investment of the assets of the Plan and the one other Company sponsored
retirement plan. Each participating retirement plan had an undivided interest in
the Stable Value Trust. The assets of the Stable Value Trust were held by the
former trustee. At December 31, 1998, the Plan's interest in the net assets of
the Stable Value Trust were approximately 14 percent. Investment income and
administrative expenses relating to the Stable Value Trust were allocated to the
individual plans based on average monthly balances invested by each plan.
The following table presents the aggregate fair values of investments held by
and investment income earned by the Trust in which the plan owned an undivided
interest as stated above as of December 31, 1998.
Investments at fair value:
Interest-bearing cash $ 300,000
Value of interest in Stable Value Fund 23,788,737
------------
$ 24,088,737
=============
Investment income:
Interest $ 17,068
Net investment gain from Stable Value Fund 1,413,197
-------------
$ 1,430,265
=============
5. MASTER RETIREMENT SAVINGS TRUST (DAILY VALUATION)
Effective February 1, 1999, the Company entered into an agreement which
constituted an amendment and restatement of the trust agreement serving as the
funding medium for the Plan and the 401(k) Plan for Hourly Employees of Dole
Food Company, Inc. and Participating Subsidiaries and Divisions ("Hourly Plan")
to be known as the Savings Trust. Under this agreement, the Trustee is
responsible for holding all the assets of the Plan as a commingled fund in which
each separate plan is deemed to have a proportionate undivided interest in the
fund in which it participates. Investment income relating to the Savings Trust
is allocated to the individual plans based on average monthly balances invested
by each plan. At December 31, 1999, the Plan's interest in the net assets of the
Savings Trust was approximately 92 percent. Investment income and administrative
expenses relating to the Savings Trust are allocated to the individual plans
based on average monthly balances invested by each plan. For the month of
January 1999, the Plan had a black-out period whereby no contributions and
distributions were allowed into the plan. Earnings during this month were
included in the opening balance of the Investments in the Master Trust as of
February 1, 1999.
8
<PAGE>
The following table presents the aggregate fair values of investments of the
Savings Trust and the allocation of interest in assets of the Savings Trust of
the participating plans as of December 31, 1999:
<TABLE>
<CAPTION>
Total The Hourly
Savings Trust Plan Plan
----------------- --------- -----------
<S> <C> <C> <C>
Investments of the Savings Trust:
Common Stock:
Dole Common Stock Fund $ 3,839,715 100% 0%
Common/Collective Trust:
Stable Value Fund 25,145,075 87% 13%
Barclays Equity Index Fund 43,087,094 94% 6%
Registered Investment Companies:
American Balanced Fund 27,258,362 84% 16%
EuroPacific Growth Fund 25,780,130 95% 5%
Cash Management Trust of
America Fund 3,384,296 89% 11%
PIMCO Total Return Fund 2,241,132 97% 3%
Fidelity Growth Fund 39,085,524 95% 5%
Participant Loans 3,340,113 100% 0%
----------------- --------- -----------
$173,161,441 92% 8%
================= ========= ===========
</TABLE>
Investment income of the Savings Trust for the year ended December 31, 1999 is
as follows:
<TABLE>
<S> <C>
Investment income:
Net appreciation (depreciation) in fair value of investments:
Common Stock:
Dole Common Stock Fund $(2,028,647)
Common/Collective Trust:
Stable Value Fund 1,387,150
Barclays Equity Index Fund 7,760,422
------------
9,147,572
Registered Investment Companies:
American Balanced Fund (2,266,471)
EuroPacific Growth Fund 8,247,589
Cash Management Trust of America Fund 166,065
PIMCO Total Return Fund (12,979)
Fidelity Growth Fund 14,086,465
------------
20,220,669
Interest 270,593
Dividend 6,843,110
------------
$34,453,297
============
</TABLE>
9
<PAGE>
6. TAX STATUS OF THE PLAN
In 1994, the Company amended and restated the Plan for compliance with the Tax
Reform Act of 1986 (the "1986 Act") and subsequent legislation, which provided
for certain changes to the rules relating to the tax qualification of tax-exempt
plans. Prior to restatement, the Plan Administrator believed that the Plan was
administered and operated in a manner consistent with the 1986 Act and
subsequent legislation. The Plan is qualified under the Internal Revenue Code as
exempt from federal income taxes, and the Plan received a favorable
determination letter from the Internal Revenue Service regarding the Plan's
qualification on April 13, 2000. The Plan Administrator believes that the Plan
is currently designed and being operated in a manner that qualifies it for
continued tax-exempt status. Accordingly, no taxes have been provided for in the
accompanying financial statements.
7. 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 would become 100 percent vested in their employer contributions.
8. PARTICIPANT WITHDRAWALS AND DISTRIBUTIONS
The following is a reconciliation of net assets available for Plan benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
1999 1998
-------------------- -------------------
<S> <C> <C>
Net assets available for Plan benefits per the
financial statements $ 160,253,812 $ 129,588,306
Amounts allocated to withdrawing
participants (210,015) (2,292,895)
Net assets available for Plan benefits per the -------------------- -------------------
Form 5500 $ 160,043,797 $ 127,295,411
==================== ===================
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500 for the year ended December 31, 1999:
<TABLE>
<S> <C>
Benefits paid to participants per the financial
Statements $ 10,690,677
Add: Amounts allocated to withdrawing participants at
December 31, 1999 210,015
Less: Amounts allocated to withdrawing participants at
December 31, 1998 (2,292,895)
-------------------
Benefits paid to participants per the Form 5500 $ 8,607,797
===================
</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.
10
