UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Castle & Cooke Inc.
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(Name of Issuer)
Common Stock, Par Value $(None) Per Share
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(Title of Class of Securities)
148433105
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(CUSIP Number)
Check the following box if a fee is being paid with the statement. |_| (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act
of 1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13G
CUSIP No. 148433105 Page 2 of 4 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Sasco Capital, Inc.
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2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |X|
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3 SEC Use Only
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4 Citizenship or Place of Organization
Fairfield, Connecticut
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5 Sole Voting Power
Number of
Shares 1,057,096
Beneficially --------------------------------------------------------
Owned By 6 Shared Voting Power
Each
Reporting None
Person --------------------------------------------------------
With 7 Sole Dispositive Power
1,807,829
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8 Shared Dispositive Power
None
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,807,829
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10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* |_|
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11 Percent of Class Represented By Amount in Row (9)
9.0%
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12 Type of Reporting Person*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 4 Pages
INFORMATION REQUIRED FOR COMPLYING WITH
SCHEDULE 13G
Item 1(a) Name of Issuer:
The issuer of the securities to which this statement relates is
Castle & Cooke, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
10900 Wilshire Boulevard
Los Angeles, CA 90024
Item 2(a) Name of Person Filing:
Sasco Capital, Incorporated
Item 2(b) Address of Principal Business Office:
10 Sasco Hill Road
Fairfield, CT 06430
Item 2(c) Citizenship:
Sasco Capital, Incorporated is a Connecticut corporation whose office
is at Fairfield, Connecticut.
Item 2(d) Title of Class of Securities:
Common stock, par value $(None) per share.
Item 2(e) CUSIP Number:
148433105
Item 3 This statement is filed pursuant to Rule 13d-1(b) and the person
filing is:
Daniel L. Leary, Secretary, for Sasco Capital, Inc.
Item 4 Ownership:
The 1,807,829 acquired by Sasco Capital, Inc. constitute 9.0% of the
outstanding shares of Castle & Cooke, Inc. Sasco Capital, Inc. has beneficial
ownership to direct the disposition of only these 1,807,829 and has the sole
power to vote 1,057,096 shares. Sasco Capital, Inc. has no shared powers with
regards to any other shares of Castle & Cooke, Inc.
<PAGE>
Page 4 of 4 Pages
Item 5 Ownership of 5% or less of a Class
Not applicable.
Item 6 Ownership of More than 5% on behalf of Another Person.
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Item 10 Certification.
By signing below, I, Daniel L. Leary Secretary of Sasco Capital, Inc.,
certify that, to the best of my knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or influencing the control
of the issuer of such securities and were not acquired in connection with or as
a participant in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ Daniel L. Leary
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Daniel L. Leary
Secretary
January 30, 1997
