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This announcement is neither an offer to purchase nor a solicitation of an offer
to sell the common stock, having no par value, of Castle & Cooke, Inc.
("Shares"). The offer is made solely by the Offer to Purchase dated May 31, 2000
(as amended, the "Offer to Purchase") and the most recent related Letter of
Transmittal (the "Letter of Transmittal"), and is being made to all holders of
Shares (the "Offer"). Castle Acquisition Company, Inc. ("Purchaser") is not
aware of any state where the making of the Offer is prohibited by administrative
or judicial action pursuant to any valid state statute. If Purchaser becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of Shares pursuant thereto, Purchaser will make a good faith effort
to comply with such state statute. If, after such good faith effort, Purchaser
cannot comply with such state statute, the Offer will not be made to (nor will
tenders be accepted from or on behalf of) the holders of Shares in such state.
In any jurisdiction where the securities, blue sky or other laws require the
offer to be made by a licensed broker or dealer, the Offer shall be deemed to be
made on behalf of Purchaser by Deutsche Bank Securities Inc. or one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
NOTICE OF INCREASE IN OFFER PRICE
CASTLE ACQUISITION COMPANY, INC.
AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF
FLEXI-VAN LEASING, INC.
ANNOUNCED ON JUNE 22, 2000, THAT IT
HAS INCREASED ITS OFFER FOR
EACH OUTSTANDING SHARE OF COMMON STOCK, HAVING NO PAR VALUE,
OF
CASTLE & COOKE, INC.
TO
$19.25 NET IN CASH
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JULY 6, 2000, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY TENDERED
AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT NUMBER OF SHARES
WHICH CONSTITUTES AT LEAST A SIMPLE MAJORITY OF THE OUTSTANDING SHARES NOT
ALREADY OWNED BY PURCHASER OR ITS AFILIATES (ASSUMING EXERCISE OF ALL
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OUSTANDING OPTIONS ON THE DATE SHARES ARE ACCEPTED FOR PAYMENT.)
Purchaser expressly reserves the right, in its sole discretion, at any time and
from time to time, to extend for any reason the period of time during which the
Offer is open, including the occurrence of any condition specified in CONDITIONS
TO THE OFFER of the Offer to Purchase, by giving oral or written notice of such
extension to EquiServe Trust Company, N.A. (the "Depositary"). Any such
extension will be followed as promptly as practicable by public announcement
thereof, such announcement to be made no later than 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date of
the Offer. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the rights if any of
tendering shareholders to withdraw their Shares.
If the conditions to the Offer have been satisfied as of the then scheduled
Expiration Date, but fewer Shares have been tendered than are needed to effect a
short-form merger under the Hawaii Business Corporation Act, Purchaser will
accept and promptly make payment for Shares tendered and not withdrawn as of
that Expiration Date and will extend the Offer for a subsequent offering period
in accordance with Rule 14d-11 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended, in order to provide the hoders of
Shares additional time to tender their Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPEC TO THE
OFFER.
Questions and requests for assistance or for additional copies of the Offer to
Purchase and the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent or the Dealer Manager as set forth
below, and copies will be furnished promptly at Purchaser's expense.
THE INFORMATION AGENT FOR THE OFFER IS:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street, 10th Floor
New York, New York 10004
Banks and Brokerage Firms Please Call (212) 440-9800
Shareholders Please Call (800) 223-2064
THE DEALER MANAGER FOR THE OFFER IS:
DEUTSCHE BANC ALEX. BROWN
Deutsche Bank Securities Inc.
130 Liberty Street, 33rd Floor
New York, New York 10006
(212) 250-6000 (Call Collect)
