SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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>
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)
January 27, 1999
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(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 7 Pages)
<1> 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).
<PAGE>
CUSIP No. 25660120 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
David H. Murdock
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, BK, WC, AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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7 SOLE VOTING POWER
Number of 431,000
Shares
Beneficially 8 SHARED VOTING POWER
Owned By NONE
Each
Reporting 9 SOLE DISPOSITIVE POWER
Person With 431,000
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
431,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 7 pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Automatic Common Exchange Securities
("Securities") of the Dole Food Automatic Common Exchange Security Trust
("Exchange Trust" or "Issuer"). The business office of the Exchange Trust
is located at The Bank of New York, 101 Barclay Street, 12E, New York, New
York 10286. As of June 30, 1998, there were 2,875,000 Securities issued and
outstanding based on the most recent public filing by 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 forward purchase contract with Mr. Murdock relating to 2,875,000
shares of Common Stock of Dole Food Company, Inc. ("Dole") held by the David
H. Murdock Living Trust ("Living Trust"). The contract was entered into in
connection with the offering through Goldman, Sachs & Co. of the Securities.
The contract requires the Living Trust to deliver to the Exchange Trust on
August 15, 1999 ("Exchange Date") a number of shares of Common Stock equal
to the maximum amount of Shares multiplied by the Exchange Rate, or the cash
equivalent value of that number of shares at that time. The Exchange Rate
equals (a) if the then Current Market Price of the Common Stock (as defined)
is less than $47.125 per share ("Appreciation Threshold Price") but equal to
or greater than $39.25 per share ("Initial Price"), an amount equal to the
Initial Price divided by the then Current Market Price, (b) if the then
Current Market Price is equal to or greater than the Appreciation Threshold
Price, 0.8329 and (c) if the then Current Market Price is less than the
Initial Price, 1.0, subject to certain antidilutive adjustments. The Living
Trust is entitled to all dividends and certain distributions on the Shares
prior to the Exchange Date. The Exchange Date may be accelerated and the
Exchange Trust subject to earlier termination in certain extraordinary
circumstances.
The Securities represent 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 elects to
settle in cash, the cash equivalent of that number of shares on the
Exchange Date based on the Current Market Price, the average closing price
for the twenty trading days before the Exchange Date. 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.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by David H. Murdock. Mr. Murdock, whose business
address is 10900 Wilshire Boulevard, Los Angeles, California 90024, is a
United States citizen. Mr. Murdock does business as Pacific Holding Company
("PHC"), a sole proprietorship of which Mr. Murdock is the sole proprietor,
and under such "dba" acquired the Securities.
<PAGE>
Page 4 of 7 Pages
Mr. Murdock is a Director, Chairman of the Board and Chief Executive Officer
of Dole, a producer and marketer of fresh fruit and vegetables,
packaged foods and fresh flowers, and of Castle & Cooke, Inc., which owns,
operates and develops residential and commercial real estate and resorts.
Mr. Murdock is the sole proprietor of a number of companies and sole
shareholder of a number of corporations which are engaged in the businesses
of commercial real estate development, financial investments, mining and
processing nonmetallic aggregates, manufacturing vitrified clay products and
warehousing operating with principal offices in Los Angeles, California.
During the last five years, Mr. Murdock was not convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
nor was he a party to a civil proceeding or a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds for the purchase of certain of the Securities reported in this Schedule
13D were provided from the working capital and the borrowings of Pacific
Holding Company ("PHC"), a sole proprietorship of which Mr. Murdock is the
sole proprietor, and certain other entities controlled by Mr. Murdock. Such
other entities and Mr. Murdock maintain secured lines of credit with several
banks which were entered into in the ordinary course of business. See Item 6.
Funds derived from working capital and such lines of credit may in the
future be used for the purchase of the Securities.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Murdock regards the Securities as an attractive investment at the prices
recently prevailing on the open market. Based on his continuing evaluation of
the Securities, alternative investment opportunities and all other factors
deemed relevant, he may elect to sell his Securities or, assuming the
availability of additional Securities at prices regarded as acceptable,
and subject to applicable law, he may elect to acquire additional
Securities for investment on the open market or in privately negotiated
transactions.
See Item 1 for a discussion of the forward purchase contract with the Living
Trust held by the Exchange Trust.
<PAGE>
Page 5 of 7 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Mr. Murdock, dba Pacific Holding Company, beneficially owns 431,000 Securities
(or approximately 14.9% of the outstanding Securities of the Exchange Trust).
Mr. Murdock may elect to transfer the Securities to the Living Trust.
Except for the purchases reported in Exhibit 1 to this Schedule 13D, which is
hereby incorporated by reference, Mr. Murdock has not effected any
transactions in the Securities in the last sixty days. All acquisitions
of the Securities reported in this Schedule 13D were made in the open market.
Mr. Murdock has sole investment voting power relating to the Securities.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Item 1 for a discussion of the forward purchase contract with the Living
Trust held by the Exchange Trust.
Mr. Murdock and the entities controlled by him maintain revolving lines of
credit under which borrowings and security vary from time to time.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. List of Purchases of the Securities in the past sixty days.
Exhibit 2. Underwriting Agreement among Goldman, Sachs & Co., Mr. Murdock,
as an individual and sole trustee of the Murdock Trust, and the
Company, as executed, incorporated herein by reference to
Exhibit 6 of Mr. Murdock's Schedule 13D/A filed August 16, 1996,
file No. 005-33795.
Exhibit 3. Underwriting Agreement among Goldman, Sachs & Co., the Exchange
Trust and Mr. Murdock, as an individual and sole trustee of the
Murdock Trust, and the Company, incorporated herein by reference
to Exhibit 7 of Mr. Murdock's Schedule 13D/A filed August 16, 1996,
File No. 005-33795.
Exhibit 4. Purchase Agreement between the Exchange Trust and Mr. Murdock, as
an individual and sole trustee of the Murdock Trust, incorporated
herein by reference to Exhibit 8 of Mr. Murdock's Schedule 13D/A
filed August 16, 1996, File No. 005-33795.
Exhibit 5. Collateral Agreement among Mr. Murdock, as an individual and sole
trustee of the Murdock Trust, and the Bank of New York, as
collateral agent, and the Exchange Trust, incorporated herein by
reference to Exhibit 9 of Mr. Murdock's Schedule 13D/A filed
August 16, 1996, File No. 005-33795.
<PAGE>
Page 6 of 7 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 4th day of February, 1999
/s/ David H. Murdock
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David H. Murdock
<PAGE>
Page 7 of 7 Pages
EXHIBIT 1
LIST OF PURCHASES OF THE SECURITIES IN THE PAST SIXTY DAYS
DATE OF PURCHASE NUMBER OF SECURITIES PRICE PER SECURITY
---------------- -------------------- ------------------
1/21/99 24,000 $29.7500
1/26/99 6,000 $30.5000
1/26/99 16,500 $30.7500
1/27/99 85,000 $30.6250
1/27/99 20,000 $30.5000
1/29/99 19,100 $30.4375
2/1/99 10,000 $31.1250
2/2/99 5,000 $31.3750
2/3/99 100,000 $31.5000
2/3/99 65,400 $31.6250
