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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)<F1>
Dole Food Automatic Common Exchange Security Trust
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(Name of Issuer)
Automatic Common Exchange Securities
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(Title of Class of Securities)
25660120
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(CUSIP Number)
Roberta Wieman
10900 Wilshire Boulevard
Los Angeles, CA 90024 Telephone (310) 824-1023
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 16, 1999
---------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
Note. Schedules filed in paper format shall include a
signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7(b) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
[FN]
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<F1> The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
</FN>
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CUSIP No. 25660120 13 D Page 2 of 11 Pages
1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
David H. Murdock
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
none
8 SHARED VOTING POWER
none
9 SOLE DISPOSITIVE POWER
none
10 SHARED DISPOSITIVE POWER
none
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 11 Pages
This Schedule 13D relating to the Automatic Common Exchange
Securities ("Securities") of the Dole Food Automatic Common
Exchange Security Trust ("Exchange Trust" or "Issuer") is
hereby amended with respect to the items set forth below.
This amendment is being filed to report the settlement of
the contract ("Contract") discussed in Item 5 below.
Item 5. Interest in Securities of the Issuer.
As of December 31, 1998, there were 2,875,000 Securities
issued and outstanding based on the most recent public
filing by the Exchange Trust.
As of August 13, 1999, the David H. Murdock Living Trust
("Living Trust") held 431,000 Securities (or approximately
14.9% of the outstanding Securities of the Exchange Trust).
The Exchange Trust was established in 1996 to hold a
portfolio of stripped U.S. Treasury securities maturing
quarterly during the term of the Exchange Trust and a
contract with Mr. Murdock relating to 2,875,000 shares of
Common Stock of Dole Food Company, Inc. ("Dole") held by the
Living Trust. The Contract was entered into in connection
with the offering through Goldman, Sachs & Co. of the
Securities. The Contract, as amended, required the Living
Trust to deliver to the Exchange Trust on August 16, 1999
("Exchange Date") a number of shares of Common Stock equal
to 2,875,000 Shares multiplied by the Exchange Rate. The
Exchange Rate based on the then Current Market Price of the
Common Stock (defined as the average closing price for the
twenty trading days before the Exchange Date) was 1.0 at the
time of settlement of the Contract.
The Contract permitted the Living Trust to deliver, in lieu
of the Shares, the cash equivalent value of the applicable
number of shares at the Exchange Date, based on the then
Current Market Price. The then Current Market Price was
$26.9031.
The Securities represented an interest in the Exchange Trust
and the right to receive a number of shares of Common Stock
of Dole equal to the number of Securities times the Exchange
Rate or, if the Living Trust elected to settle in cash, the
cash equivalent of the applicable number of shares on the
Exchange Date based on the Current Market Price. The
Securities and the Contract are described in greater detail
in a Prospectus dated August 8, 1996 filed as part of a
registered stock offering on Form N-2, Investment Company
Act File No. 811-7499, Securities Act File No. 333-00325.
The original Contract was amended August 2, 1999 to provide
that if Mr. Murdock and the Living Trust elected to exercise
the cash settlement option, the consideration delivered
would include cash at the Current Market Price for all
Securities not held by the Living Trust and the surrender to
the Exchange Trust of those Securities held by the Living
Trust. The amendment also clarified the Exchange Date as
August 16, 1999 in that the stated August 15, 1999 date was
a Sunday and not a business day.
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Page 4 of 11 Pages
On August 5, 1999, Mr. Murdock, as an individual, and as Trustee
of the Living Trust, delivered to The Bank of New York,
administrator of the Exchange Trust, notice of election to
exercise the cash settlement alternative as provided in the
Contract.
On August 16, 1999, the Exchange Date, the Living Trust
delivered to the Exchange Trust $65,751,237.50, which funds were
distributed by the Exchange Trust to the Securities' holders
other than the Living Trust, and surrendered 431,000 Securities
to the administrator of the Exchange Trust. Mr. Murdock is the
settlor, sole trustee and beneficiary of the Living Trust, a
revocable trust.
As of that date, Mr. Murdock and the Living Trust ceased to hold
any of the Securities and further amendments to this Schedule 13D
will not be required.
Item 6. Contract, Arrangements, Understandings or Relations
With Respect to Securities of the Issuer.
In addition to information previously reported, see Item 7 below,
incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended by inserting the following:
Exhibit 6. Amendment dated August 2, 1999 to the Purchase
Agreement previously filed as Exhibit 4 to this
Schedule 13D.
Exhibit 7. Notice of Election of Cash Settlement Alternative
dated August 4, 1999.
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Page 5 of 11 Pages
SIGNATURE
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.
Dated this 15th day of August 1999
/s/ David H. Murdock
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David H. Murdock, as an individual and as
Trustee of the David H. Murdock Living Trust,
dated May 28,1986, as amended
<PAGE>
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Page 6 of 11 Pages
Exhibit 6
AMENDMENT TO PURCHASE AGREEMENT
THIS AMENDMENT TO PURCHASE AGREEMENT (this "Amendment")
is made as of this 2nd day of August, 1999, between DAVID H.
MURDOCK, in his individual capacity, and as Trustee of the David
H. Murdock Living Trust dated May 28, 1986, as amended (referred
to in the original Purchase Agreement and in this Amendment as
the "Seller"), and DOLE FOOD AUTOMATIC COMMON EXCHANGE SECURITY
TRUST (the Trust and the Trustees thereof acting in their capacity
as such being referred to as the "Purchaser").
WHEREAS, Seller and Purchaser entered into a Purchase
Agreement dated as of the 8th day of August, 1996 (the
"Agreement"), providing in part for either the delivery of
certain shares of Dole Food Company common stock or, at the
option of Seller, cash in lieu of those securities, on August 15,
1999 (the "Exchange Date"); and
WHEREAS, at the time of execution of the Agreement, the
parties had not been advised that August 15, 1999, was a Sunday
and not a Business Day, and desire to clarify certain provisions
of the Agreement to deal with this circumstance; and
WHEREAS, the parties wish to clarify the terms for the
exercise of the cash settlement option provided for in Section
1.3(d) of the Agreement, if Seller should exercise that option,
to make it clear that Seller may include the Securities
(Automatic Common Exchange Securities issued by the Purchaser)
which Seller presently holds as part of the deliveries upon
exercising the cash settlement alternative;
NOW, THEREFORE, Purchaser and Seller have agreed as
follows, using capitalized terms not defined herein as defined in
the Agreement:
1. Actions Based on Exchange Date. Purchaser and
Seller hereby recognize that actual exchange contemplated by the
Purchase Agreement will take place on August 16, 1999. Further,
Seller and Purchaser acknowledge that the Trust will be required
to take actions based upon the Exchange Date, including returning
Contract Shares to Seller or distributing Contract Shares to
holders of Securities, on August 16, 1999, rather than on August
15, 1999. However, Purchaser acknowledges that the latest date
and time for delivery of notice of an exercise of the cash
settlement alternative, if Seller elects this option, will remain
the close of business at 5:00 p.m. New York time on August 5,
1999.
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Page 7 of 11 Pages
2. Clarification of Terms of Cash Settlement Option.
Purchaser and Seller agree that the consideration delivered upon
the exercise of the cash settlement option shall include cash at
the Current Market Price, as defined in the original Purchase
Agreement, for all Securities not held by Seller on the date of
this Amendment, plus the surrender of those Securities presently
held by Seller on the date of this Amendment. To effectuate this
Amendment, Seller represents and warrants to Purchaser that on the
date hereof Seller owns 431,000 Securities and will continue to
own such Securities through and including the Exchange Date
unless the cash settlement alternatives is not exercised or
abandoned. Further, Seller agrees not to purchase any additional
Securities.
3. Designation of Authorized Agents and Persons to
Receive Notices.
a. In the original Purchase Agreement, Seller
directed that all notices should be given to
the following address:
c/o Pacific Holding Company
10900 Wilshire Boulevard, Suite 1600
Los Angeles, CA 90024
Attention: Gerald W. LaFleur
Seller hereby directs that, instead, notices shall be delivered
to Seller at the same address, but to the attention of Scott A.
Griswold or Roberta Wieman, and therefore notices to Seller shall
be directed as follows:
c/o Pacific Holding Company
10900 Wilshire Boulevard, Suite 1600
Los Angeles, CA 90024
Attention: Scott A. Griswold or Roberta Wieman
Seller further agrees that notices may be transmitted by
facsimile/telecopy provided they are sent to the following
number: 310-208-8295 and confirmed by a mailed or courier-
delivered copy of such notice.
b. Purchaser hereby directs that notices to it
shall be care of the administrator for
Purchaser as follows:
The Bank of New York
101 Barclay Street
New York, NY 10286
Attention: Betty Coccoza
Telecopy No. (212) 815-7157
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Page 8 of 11 Pages
c. Seller authorizes Scott A. Griswold and
Roberta Wieman to give notices and take
actions on his behalf related to the Contract
Shares and the Agreement.
4. Methods for Actual Delivery of Shares or Cash
Consideration. Seller hereby agrees, and Purchaser hereby
directs, that if the cash settlement option is exercised, the
cash portion of such payment shall be directed to Purchaser at
the following wire transfer account:
The Bank of New York
ABA #021 000 018
GLA 111565
CUST A/C #017102
Re: Bank of New York as Collateral Agent for Dole
Traces
Purchaser hereby agrees, and Seller hereby directs,
that if the cash settlement is elected, Securities to be
surrendered by Seller as part of the cash settlement alternative
shall be delivered to the administrator for the Trust at the
following address and shall be deposited not later than one
Business Day prior to August 16, 1999. Purchaser hereby agrees,
and Seller hereby directs, that the certificates for the Contract
Shares to be returned to Seller, if Seller elects the stock
settlement alternative, shall be Certificates No. NY 196708
presently held by the Custodian, duly endorsed as Seller shall
hereafter direct, and that such delivery shall be effected at the
offices of the administrator and the Custodian, namely The Bank
of New York, 101 Barclay Street, 12th Floor East, New York, New
York, on August 16, 1999.
5. Affirmation of Agreement. Except as amended by
this Amendment, the Purchase Agreement is hereby confirmed and
ratified in its entirety.
[SIGNATURES ON FOLLOWING PAGE]
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Page 9 of 11 Pages
IN WITNESS WHEREOF, Purchaser and Seller have executed
this Amendment as of the date and year first above written.
"Seller"
/s/ David H. Murdock
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DAVID H. MURDOCK, in his individual capacity,
and as Trustee of the David H. Murdock Living
Trust dated May 28, 1986, as amended
"Purchaser"
/s/ William R. Latham III
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WILLIAM R. LATHAM III, as Trustee
/s/ James B. O'Neill
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JAMES B. O'NEILL, as Trustee
/s/ Donald J. Puglisi
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DONALD J. PUGLISI, as Trustee
EACH AS A TRUSTEE OF DOLE FOOD
AUTOMATIC COMMON EXCHANGE
SECURITY TRUST
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Page 10 of 11 Pages
Exhibit 7
Pacific Holding Company
Murdock Plaza
10900 Wilshire Boulevard
Los Angeles, California 90024
(310) 208-6055
HAND DELIVERED
August 4, 1999
William R. Latham, III
James O'Neill and Donald J. Puglisi,
as Trustees of the Dole Food Automatic
Common Exchange Security Trust
c/o Betty A. Cocozza, Vice President
Corporate Trust Administration
Bank of New York
101 Barclay Street, 12 East
New York, New York 10286
Re: Notice of Election of Cash Settlement Alternative under
Purchase Agreement dated August 8, 1996, as amended
August 2, 1997 (the "Agreement"), between David H.
Murdock, in his individual capacity as trustee of the
David H. Murdock Living Trust dated May 28, 1986, as
amended ("Seller"), and Dole Food Automatic Common
Exchange Security Trust ("Purchaser")
Ladies and Gentlemen:
Pursuant to Section 1.3(d) of the Agreement, Seller
hereby elects the Cash Settlement Alternative provided for in
the Agreement. Capitalized terms used in this letter without
definition are used as defined in the Agreement.
Under the terms of the Agreement, on August 16, 1999,
Seller shall send a wire transfer to the Bank of New York, as
custodian for the Purchaser (the "Custodian"), in an amount
equal to the Market Price (as determined under the Agreement)
of 2,444,000 shares of common stock of Dole Food Company, Inc.
(the "Dole Stock") held under the Agreement, to the account
designated by the Custodian in the August 2, 1999 amendment
(the "Wire"). Seller will have the undersigned or an
authorized representative available on August 13, 1999 to
confirm the calculation of the Market Price with the
Custodian. Simultaneously, the Seller shall surrender to the
Bank 431,000 Securities currently owned by Seller (the
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Page 11 of 11 Pages
William R. Latham III, James O'Neill
and Donald J. Puglisi
August 4, 1999
Page 2
"Surrender"). The certificate representing these securities
will be delivered to the Custodian on or before August 13,
1999.
Upon the Wire and Surrender, the Custodian shall transfer
to Seller all of the Contract Shares of Dole Food Company,
Inc. Common Stock held by the Bank under the terms of the
Custodian Agreement dated August 8, 1996. For this purpose,
Seller directs that certificates no. NY 196 708 and no.
NY 196 709, duly endorsed in blank, shall be delivered to a
representative identified by Seller, which Seller presently
contemplates will be a person from Chase Manhattan, N.A.
Very truly yours,
/s/ David H. Murdock
-----------------------------------
DAVID H. MURDOCK, in his individual
capacity, and as Trustee of the David
H. Murdock Living Trust dated May 28,
1986, as amended
<PAGE>
