MURDOCK DAVID H
SC TO-C, 2000-03-30
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   SCHEDULE TO

                          Tender Offer Statement Under
                       Section 14(d)(1) or 13(e)(1) of the
                         Securities Exchange Act of 1934
                            (Amendment No. _______)*

                              CASTLE & COOKE, INC.
                       (Name of Subject Company (issuer))

                 DAVID H. MURDOCK - Sole Shareholder of Offeror
                        FLEXI-VAN LEASING, INC. - Offeror
(Name of Filing Persons (identifying status as offeror, issuer or other person))

                           COMMON STOCK, NO PAR VALUE
                         (Title of Class of Securities)

                                    148433105
                      (CUSIP Number of Class of Securities)

                                 Roberta Wieman
                            10900 Wilshire Boulevard
                          Los Angeles, California 90024
                            Telephone: (310) 208-6055
          (Name, address, and telephone numbers of person authorized to
         receive notices and communications on behalf of filing persons)

                                   Copies to:

<TABLE>
<S>                                                  <C>
        Peter J. Tennyson, Esq.                              Brian J. McCarthy, Esq.
 Paul, Hastings, Janofsky & Walker LLP               Skadden, Arps, Slate, Meagher & Flom LLP
695 Town Center Drive, Seventeenth Floor                300 South Grand Avenue, Suite 3400
   Costa Mesa, California 92626-1924                      Los Angeles, California 90071
       Telephone: (714) 668-6200                            Telephone: (213) 687-5000
</TABLE>


                            CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
               Transaction valuation*        Amount of filing fee
<S>                                          <C>
               N/A                           None required.
</TABLE>

*Set forth the amount on which the filing fee is calculated and state how it was
determined

[ ]     Check the box if any part of the fee is offset as provided by Rule
        0-11(a)(2) and identify the filing with which the offsetting fee was
        previously paid. Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:  _____________________
Form or Registration No.:_____________________
Filing Party: ________________________________
Date Filed: __________________________________


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<PAGE>   2

[x]     Check the box if the filing relates solely to preliminary communications
        made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the
statement relates:

                [ ]   third-party tender offer subject to Rule 14d-1.

                [ ]   issuer tender offer subject to Rule 13e-4.

                [x]   going-private transaction subject to Rule 13e-3.

                [ ]   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]



                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
  Exhibit                                                                                   Page
   Number                              Exhibit Description                                 Number
   ------                              -------------------                                 ------
<S>           <C>                                                                          <C>
    a-5.1     Press Release issued by Flexi-Van Leasing, Inc. on March 29, 2000.              3
    a-5.2     Press Release issued by Castle & Cooke, Inc. on March 29, 2000.*                4
</TABLE>



* Filing persons are aware that this press release is being released by Castle &
Cooke, Inc. and the press release is filed herewith for information purposes
only.



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<PAGE>   1

                                                                   Exhibit a-5.1

            FLEXI-VAN LEASING, INC. ANNOUNCES PROPOSAL TO ACQUIRE ALL
                   OUTSTANDING SHARES OF CASTLE & COOKE, INC.

KENNILWORTH, NJ,- March 29, 2000 - Flexi-Van Leasing, Inc., a corporation wholly
owned by David H. Murdock, announced today a proposal to the Board of Directors
of Castle & Cooke, Inc. (NYSE-CCS) to acquire all of the outstanding shares of
common stock of Castle & Cooke, Inc. not already owned by David H. Murdock,
Flexi-Van Leasing, Inc., or their affiliates, for $17 per share in cash. This
represents a 41% premium over today's closing price of $12.06.

The proposal contemplates the negotiation and execution of a binding agreement,
which will contain customary terms and conditions for transactions of this type.
David H. Murdock and Flexi-Van Leasing, Inc. have reserved the right to
terminate the proposal if a definitive agreement has not been executed by May
15, 2000. In connection with its proposal, Flexi-Van Leasing, Inc. has engaged
Deutsche Bank to advise on the transaction and has received a "highly confident"
letter from Deutsche Bank with respect to the financing necessary to consummate
the proposed transaction.

Flexi-Van Leasing, Inc., is the largest stockholder of Castle & Cooke, Inc.,
holding 4,501,310 shares of common stock or approximately 26.4% of the total
number of outstanding shares of Castle & Cooke, Inc. Mr. Murdock's sons also
hold an additional 26,956 shares for a total combined ownership of 26.6%.

A MERGER OR TENDER OFFER FOR THE OUTSTANDING SHARES OF CASTLE & COOKE, INC.
COMMON STOCK HAS NOT YET COMMENCED. IF A MERGER OR TENDER OFFER COMMENCES, EACH
SECURITY HOLDER OF CASTLE & COOKE, INC. SHOULD READ THE PROXY STATEMENT OR
TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE MERGER OR TENDER OFFER. ONCE A FILING IS MADE,
SECURITY HOLDERS OF CASTLE & COOKE, INC. CAN OBTAIN THE PROXY STATEMENT OR
TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION FOR FREE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEB
SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF CASTLE & COOKE, INC. MAY ALSO
OBTAIN COPIES OF THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND OTHER
DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR FREE BY
CONTACTING FLEXI-VAN LEASING, INC., WHEN THE DOCUMENTS BECOME AVAILABLE.



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<PAGE>   1

                                                                   Exhibit a-5.2

                                                                    NEWS RELEASE
                                               Contact:  Dean Estrada, Treasurer
                                                                  (310) 209-3804


    CASTLE & COOKE, INC. ANNOUNCES RECEIPT OF PROPOSAL BY FLEXI-VAN LEASING,
      INC. TO ACQUIRE ALL OUTSTANDING COMMON SHARES OF CASTLE & COOKE, INC.


LOS ANGELES, CA - March 29, 2000 - Castle & Cooke, Inc. (NYSE:CCS) announced
today that its Board of Directors has received a proposal from Flexi-Van
Leasing, Inc., a corporation wholly owned by David H. Murdock, to acquire all of
the outstanding shares of common stock of Castle & Cooke, Inc. not currently
owned by Flexi-Van Leasing, Inc. or its affiliates. The all cash proposal of $17
per share is for the 73% of the common stock not already owned by David H.
Murdock, Flexi-Van Leasing, Inc. or their affiliates and represents a 41%
premium over today's closing price of $12.06.

The proposal contemplates the negotiation and execution of a binding agreement,
which would contain customary terms and conditions for transactions of this
type. In connection with its proposal, Flexi-Van Leasing, Inc. has engaged
Deutsche Bank to advise on the transaction and has received a "highly confident"
letter from Deutsche Bank with respect to the financing necessary to consummate
the proposed transaction.

Flexi-Van Leasing, Inc. is the largest stockholder of Castle & Cooke, Inc.,
holding 4,501,310 shares of common stock or approximately 26.4% of the total
number of outstanding shares of Castle & Cooke, Inc. David H. Murdock's sons
also hold an additional 26,956 shares for a total combined ownership of 26.6%.
David H. Murdock, owner of Flexi-Van Leasing, Inc., is the Chairman of the Board
and Chief Executive Officer of Castle & Cooke, Inc. In light of David H.
Murdock's involvement in the proposal, Castle & Cooke, Inc.'s Board of Directors
has established a special committee of independent directors to review the
proposal. Flexi-Van Leasing, Inc. reserves the right to terminate the proposal
if a definitive agreement has not been executed by May 15, 2000.

Castle & Cooke, Inc. is a developer of residential and commercial real estate in
Hawaii, California, North Carolina, Arizona, Georgia and Florida. The company
owns and operates two of the world's highest-rated resorts on the island of
Lana'i in Hawaii.



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