MURDOCK DAVID H
SC TO-I/A, 2000-06-28
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          Tender Offer Statement Under
                       Section 14(d)(1) or 13(e)(1) of the
                         Securities Exchange Act of 1934
                                (Amendment No. 2)*

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

                   CASTLE ACQUISITION COMPANY, INC. - Offeror
                CASTLE & COOKE HOLDINGS, INC. - Parent of Offeror
              FLEXI-VAN LEASING, INC. - Indirect Parent of Offeror
         DAVID H. MURDOCK - Sole Shareholder of Flexi-Van Leasing, Inc.
 (Name of Filing Persons (identifying status as offeror, issuer or other person)

                           COMMON STOCK, NO PAR VALUE
                         (Title 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:

                             Peter J. Tennyson, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                    695 Town Center Drive, Seventeenth Floor
                        Costa Mesa, California 92626-1924
                            Telephone: (714) 668-6200

                            CALCULATION OF FILING FEE
---------------------------------------- ---------------------------------------
       Transaction valuation*                    Amount of filing fee
---------------------------------------- ---------------------------------------
---------------------------------------- ---------------------------------------
         $256,606,099.75                             $51,321.22
---------------------------------------- ---------------------------------------


* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of 13,330,187 shares of common stock, having no par
value, at a price per share of $19.25 in cash. Such number of shares represents
all of the Shares outstanding as of May 19, 2000, MINUS the shares already
beneficially owned by Offeror and its affiliates, PLUS the number of options
outstanding on May 19, 2000 that according to the Agreement and Plan of Merger,
dated May 19, 2000, must be accelerated, MINUS the options already owned by
David H. Murdock that according to the Agreement and Plan of Merger, dated
May 19, 2000, will be cancelled.


|X| 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.

(1) Amount Previously Paid:   $49,321.70
                           --------------------
Form or Registration No.: 005-45783
                         ----------------------

Filing Party:  David H. Murdock
             ----------------------------------
Date Filed:    May 31, 2000
             ----------------------------------


(2) Amount Previously Paid:   $1,999.52
                           --------------------
Form or Registration No.: 005-45783
                         ----------------------

Filing Party:  David H. Murdock
             ----------------------------------
Date Filed:    June 22, 2000
             ----------------------------------

| | 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.
|X|      issuer tender offer subject to Rule 13e-4.
|X|      going-private transaction subject to Rule 13e-3.
|X|      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: | |

================================================================================
CUSIP No. 148433105                13D
          ---------


-------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

                           David H. Murdock
-------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  /X/
-------------------------------------------------------------------------------
 (3) SEC Use Only

-------------------------------------------------------------------------------
 (4) Source of Funds*
                           OO
-------------------------------------------------------------------------------
 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e)
                           /  /
-------------------------------------------------------------------------------
 (6) Citizenship or Place of Organization
                           U.S.
-------------------------------------------------------------------------------
Number of Shares              (7) Sole Voting
 Beneficially Owned                 Power           4,616,977
 by Each Reporting           --------------------------------------------------
 Person With                  (8) Shared Voting
                                    Power           O
                             --------------------------------------------------
                              (9) Sole Dispositive
                                    Power           4,616,977
                             --------------------------------------------------
                             (10) Shared Dispositive
                                    Power           O
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
                                                    4,616,977
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
                           / /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
                           27.1%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
                            IN
-------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!


================================================================================
CUSIP No. 148433105                13D
          ---------


-------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

                           Flexi-Van Leasing Inc.
-------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  /X/
-------------------------------------------------------------------------------
 (3) SEC Use Only

-------------------------------------------------------------------------------
 (4) Source of Funds*
                           OO
-------------------------------------------------------------------------------
 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e)    / /
-------------------------------------------------------------------------------
 (6) Citizenship or Place of Organization
                           Delaware
-------------------------------------------------------------------------------
Number of Shares              (7) Sole Voting
 Beneficially Owned                 Power           4,501,310
 by Each Reporting           --------------------------------------------------
 Person With                  (8) Shared Voting
                                    Power           O
                             --------------------------------------------------
                              (9) Sole Dispositive
                                    Power           4,501,310
                             --------------------------------------------------
                             (10) Shared Dispositive
                                    Power           O
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
                                                    4,501,310
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
                           / /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
                           26.4%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
                           CO
-------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!


================================================================================
CUSIP No. 148433105                13D
          ---------


-------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

                           Castle Acquisition Company, Inc.
-------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  /X/
-------------------------------------------------------------------------------
 (3) SEC Use Only

-------------------------------------------------------------------------------
 (4) Source of Funds*
                           OO
-------------------------------------------------------------------------------
 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e)    / /
-------------------------------------------------------------------------------
 (6) Citizenship or Place of Organization
                           Hawaii
-------------------------------------------------------------------------------
Number of Shares              (7) Sole Voting
 Beneficially Owned                 Power           O
 by Each Reporting           --------------------------------------------------
 Person With                  (8) Shared Voting
                                    Power           O
                             --------------------------------------------------
                              (9) Sole Dispositive
                                    Power           O
                             --------------------------------------------------
                             (10) Shared Dispositive
                                    Power           O
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
                                                    O
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
                           / /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
                           O.O%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
                           CO
-------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!



================================================================================
CUSIP No. 148433105                13D
          ---------


-------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

                           Castle & Cooke Holdings, Inc.
-------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  /X/
-------------------------------------------------------------------------------
 (3) SEC Use Only

-------------------------------------------------------------------------------
 (4) Source of Funds*
                           OO
-------------------------------------------------------------------------------
 (5) Check if Disclosure of Legal Proceedings is Required Pursuant to
     Items 2(d) or 2(e)    / /
-------------------------------------------------------------------------------
 (6) Citizenship or Place of Organization
                           Delaware
-------------------------------------------------------------------------------
Number of Shares              (7) Sole Voting
 Beneficially Owned                 Power           O
 by Each Reporting           --------------------------------------------------
 Person With                  (8) Shared Voting
                                    Power           O
                             --------------------------------------------------
                              (9) Sole Dispositive
                                    Power           O
                             --------------------------------------------------
                             (10) Shared Dispositive
                                    Power           O
-------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
                                                    O
-------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
                           / /
-------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
                           0.0%
-------------------------------------------------------------------------------
(14) Type of Reporting Person*
                           CO
-------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>


         This Amendment No. 2 amends and supplements the Tender Offer
Statement on Schedule TO (which together with Amendment No. 1 to the Tender
Offer Statement constitute the "Tender Offer Statement") filed by Castle
Acquisition Company, Inc., a Hawaii corporation ("Purchaser") and a wholly
owned subsidiary of Castle & Cooke Holdings, Inc., a Delaware corporation
("Parent") and a wholly owned subsidiary of Flexi-Van Leasing, Inc., a
Delaware corporation ("FLX") which is 100% owned by David H. Murdock ("Mr.
Murdock," and together with Purchaser, Parent and FLX, the "Filing Persons")
relating to the offer by Purchaser to purchase all of the outstanding shares
of common stock, having no par value (the "Shares"), of Castle & Cooke, Inc.,
a Hawaii corporation (the "Company"), at an increased purchase price of
$19.25 per Share, net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May
31, 2000 (the "Original Offer to Purchase") as supplemented by the First
Supplement, dated June 28, 2000, to Offer to Purchase dated May 31, 2000 (the
"First Supplement," which together with Original Offer to Purchase constitute
the "Offer to Purchase") and in the related Letter of Transmittal (which
together with the Offer to Purchase and any amendments or supplements thereto
collectively constitute the "Offer").

         The information set forth in the exhibits identified in Item 12 and
attached hereto is incorporated herein by reference with respect to Items
1-9, 11 and 13.

         All capitalized terms used herein and not otherwise defined shall
have the meanings given to those terms in the Offer to Purchase.


Item 11. ADDITIONAL INFORMATION

         CERTAIN FINANCIAL PROJECTIONS


         With respect to any financial information, including projected
financial information of the Company that is included in the Offer to Purchase
and is in response to this item, it is the Filing Persons' belief that the
Company's disclaimer as to the accuracy of such projected information is not a
disclaimer of the accuracy of any historical financial information upon which
the projected financial information is based. Further the Company's disclaimer
as to financial projections emphasizes that such projections are inherently
dependent on the assumptions used and are not a representation that particular
results will in fact be achieved.


Item 13  INFORMATION REQUIRED BY SCHEDULE 13E-3

         Item 8            Fairness of the Transaction.

Information previously provided in response to this item is hereby supplemented
by the following:

         SUBSTANTIVE FACTORS

         The Filing Persons believe that the terms and conditions of the Offer
and the Merger are substantively fair to the Company and to shareholders
unaffiliated with the Filing Persons. They base this belief on the following
factors:

          -    CURRENT AND HISTORICAL MARKET PRICES. Shareholders who accept the
               Offer will sell their Shares for cash at a price presenting a
               premium of approximately 59% over the closing market price of the
               Shares on March 29, 2000. This will provide a source of liquidity
               not otherwise available, and will eliminate the shareholders'
               exposure to fluctuations in market value of the Shares. In
               addition, the Offer will allow shareholders to pursue other
               investment alternatives. An investment in the Company on December
               27, 1995 (the first day it traded as a public company) would have
               yielded a negative return or loss of 29% as of December 31, 1999.
               An investment during the same time period in S&P500 or NASDAQ
               would have yielded a positive return or gain of 155% or 293%,
               respectively.


          -    GOING CONCERN VALUE. The Filing Persons considered the
               Company's going concern value as a public company in the
               absence of an offer to acquire the Company and determined that
               the Original Offer to Purchase was at a significant premium to
               the likely near term trading range of the Company's stock based
               on the Company's near term prospects. In connection with its
               consideration of the matter, the Filing Persons reviewed a
               segment valuation analysis, assuming the Company remained public,
               provided by Deutsche Bank, financial advisor to Mr. Murdock and
               FLX.  A summary of this analysis is given in the Original Offer
               to Purchase.  This analysis showed a per share value range of
               $4.27 to $7.64, implying a discount of 64.6% to 36.7% to the
               Company's stock price before the announcement of the proposed
               acquisition.


<PAGE>



          -    PRICES PAID IN PREVIOUS PURCHASES. This was not considered a
               material factor by the Filing Persons since they have not
               conducted any prior stock purchases of the common stock of the
               Company within the past two years.


          -    GOING PRIVATE TRANSACTION PREMIA ANALYSIS. As more fully
               described in the Original Offer to Purchase, Deutsche Bank
               provided an analysis regarding transaction premia experienced
               in certain "going private" transactions.  Deutsche Bank's
               analysis showed that the premium implied by a $17.00 per share
               offer exceeded the median premia for the selected "going
               private" transactions.





          -    LIQUIDATION VALUE. The Filing Persons considered liquidation of
               the Company but rejected it as an alternative because of the
               length of time, transaction costs, and uncertainty involved.


          -    NET BOOK VALUE. Net book value was not a significant factor
               considered by the Filing Persons in formulating the Offer,
               and, like liquidation value, was given little or no weight by
               the Filing Persons due to the impracticality and uncertainty
               of realizing upon it and the fact that (i) book value has not
               been reflected in the Company's historical stock market prices
               and (ii) book value does not relate to the estimated fair values
               of underlying business segments. Subsequent to the Original Offer
               to Purchase the Plaintiffs in the class action lawsuits filed to
               challenge the Original Offer to Purchase focused extensively
               on book value or net asset value per share and there has been
               public commentary by analysts about such values.  The Filing
               Persons continue to believe that the net book value per share
               is not the appropriate basis to value the Shares and believe
               the historical market prices for the Shares, as well as the
               analyses conducted by Mr. Murdock's and FLX's financial advisor,
               Deutsche Bank, and the separate analysis conducted by the
               Special Committee's financial advisor, Bear Stearns, support
               their view.

          -    FAIRNESS OPINION OF BEAR STEARNS.  The Filing Persons considered
               the fact that Bear Stearns, financial advisor to the Special
               Committee, delivered its opinion to the effect that the
               consideration in the Original Offer to Purchase was fair from
               a financial point of view to the Company's shareholders, other
               than FLX and its affiliates.



          -    FIRM OFFERS BY UNAFFILIATED PERSONS. The Filing Persons did not
               consider this as a factor since they were not aware of any firm
               offers from unaffiliated persons within the last two years.



               IN CONSIDERING THE FINANCIAL ANALYSES PROVIDED BY DEUTSCHE
               BANK, THE FILING PERSONS NOTED THAT DEUTSCHE BANK HAS NOT
               ACTED AS FINANCIAL ADVISOR TO THE COMPANY, THE COMPANY BOARD
               OR THE SPECIAL COMMITTEE.  DEUTSCHE BANK WAS NOT REQUESTED TO,
               AND DID NOT, RENDER AN OPINION WITH RESPECT TO THE FAIRNESS OF
               THE TRANSACTION OR THE CONSIDERATION TO BE PAID IN THE OFFER
               AND MERGER, OR AS TO VALUATION OR OTHERWISE.  DEUTSCHE BANK
               CAUTIONED THE FILING PERSONS THAT ITS ANALYSES DO NOT
               CONSTITUTE A RECOMMENDATION TO THE COMPANY OR ITS SHAREHOLDERS
               AS TO THE TRANSACTION, AS TO WHETHER SHAREHOLDERS SHOULD
               TENDER THEIR SHARES, OR AS TO HOW THEY SHOULD VOTE WITH
               RESPECT TO THE TRANSACTION, AND SHOULD NOT BE RELIED ON AS A
               BASIS FOR ANY INVESTMENT DECISION.



               In deciding to increase the Offer price, the Filing Persons
               considered these matters again and noted the absence of any
               competing proposals for an acquisition of the Company or its
               assets since the Original Offer to Purchase was annouced. They
               continue to believe the terms and conditions of the Original
               Offer to Purchase, the First Supplement and the Merger are fair
               to the shareholders of the Company not affiliated with the
               Filing Persons.





         PROCEDURAL FACTORS

         The Filing Persons believe the that the terms and conditions of the
Offer and the Merger are procedurally fair to the Company and to shareholders
unaffiliated with the Filing Persons, based on the following:

<PAGE>


          -    APPROVAL OF SECURITY HOLDERS. The terms of the Offer
               explicitly require as a minimum condition to the consummation
               of the Offer and Merger that more than 75% of the Shares
               held by security holders unaffiliated with the Filing Persons
               be tendered prior to the expiration of the Offer (the "Minimum
               Condition"). The Offer also provides that the Minimum
               Condition may be waived by the Filing Persons, but not without
               consulting with the Special Committee. In addition, Filing
               Persons cannot waive the Minimum Condition if they would hold
               less than a majority of the Shares following the acceptance of
               Shares, without the express written consent of the Company.



          -    UNAFFILIATED REPRESENTATIVE. The Filing Persons believe that
               there was no need to retain any additional unaffiliated
               representatives to act on behalf of the shareholders (excluding
               the Filing Persons), since the unaffiliated status of the members
               of the Special Committee and the retention by the Special
               Committee of its own independent legal counsel and financial
               advisor permitted the Special Committee to effectively represent
               the interests of such shareholders.



          -    APPROVAL OF DIRECTORS. The Offer and Merger were approved by a
               majority of the Company Board who were not affiliated with any
               of the Filing Persons. In addition, the Special Committee, which
               consisted of independent directors appointed to represent the
               interests of the Company's shareholders, other than the Filing
               Persons, and which was represented by its own independent
               legal counsel and advised by its own financial advisor,
               unanimously determined that the terms of the Offer and Merger,
               including the increase in the Offer price to $19.25 and the
               other terms set forth in the First Supplement are fair to the
               shareholders, other than to the Filing Persons, and
               recommended to the Company Board that the Offer and Merger
               as revised be approved.



               The foregoing discussion concerning the material factors
               considered by the Filing Persons in concluding that the Offer
               and Merger, as revised, are fair to the unaffiliated
               shareholders, is not intended to replace the discussion of
               the factors set forth in the Original Offer to Purchase, but
               only supplements such discussion.  As a result, the foregoing
               discussion is not a complete list of the factors considered by
               the Filing Persons and must be read together with the Original
               Offer to Purchase.


         RECOMMENDATION OF THE COMPANY BOARD AND SPECIAL COMMITTEE


         All recommendations by the Company Board and the Special Committee
to the effect that the Offer and Merger are fair to and in the best interest
of the shareholders of the Company, mean to the shareholders which are
unaffiliated with the Filing Persons.





<PAGE>



         Item 9.  Reports, Opinions, Appraisals and Negotiations.

         BEAR STEARNS' ANALYSIS


         Bear Stearns' written opinion that the consideration set forth in
the Offer is fair from a financial point of view to the shareholders, other
than the Filing Persons, which opinion is attached to the Original Offer to
Purchase as Exhibit A, also contains a limiting statement that it is intended
solely for the benefit and use of the Special Committee. Bear Stearns was not
retained by and did not report to the Filing Persons, but to the Special
Committee, and the Special Committee accepted the fairness opinion with such
limiting statement. The Filing Persons express no position as to whether such
limiting statement would be recognized by a court of competent jurisdiction
as a valid defense to any claim brought by a shareholder, but in any case, no
such limiting statement affects the rights and responsibilities of the
Company Board under applicable law, or of the Company Board or Bear Stearns
under federal securities laws.


         Item 10. Source and Amount of Funds or Other Consideration.


         As discussed in the First Supplement, the Filing Persons have
obtained a financing commitment for a bridge loan that covers the increased
offer price. No alternative financing plan exists other than as stated in
the First Supplement.



Item.12. EXHIBITS

Item 12 of the Tender Offer Statement is supplemented by adding the following
information thereto:

99(a)(18)     First Supplement, dated June 28, 2000, to Offer to Purchase
              dated May 31, 2000

99(a)(19)     Revised Form of Letter of Transmittal

99(a)(20)     Revised Form of Notice of Guaranteed Delivery

99)(a)(21)    Revised Form of Letter to Broker, Dealers, Commercial Banks,
              Trust Companies and Other Nominees

99(a)(22)     Revised Form of Letter to Our Clients

99(a)(23)     Letter from Flexi-Van Leasing, Inc. to the Shareholders of
              Castle & Cooke, Inc. dated June 28, 2000

99(c)(5)      Appendix C of Presentation of Bear Stearns & Co., Inc. dated
              May 19, 2000 (a Confidential Treatment Request was filed with
              the SEC with respect to this Appendix) (which request has been
              denied)

99(d)(4)      Amendment to Agreement and Plan of Merger dated June 27, 2000,
              among Purchaser, Parent, FLX and the Company (included as
              Exhibit A to the First Supplement to Offer to Purchase)


<PAGE>

                                    SIGNATURE

         After due 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:  June 28, 2000

                           CASTLE ACQUISITION CORPORATION, INC.

                           By: /s/ DAVID H. MURDOCK
                               --------------------------------------
                                  Name:  David H. Murdock
                                        -----------------------------
                                  Title: Chairman of the Board, CEO & President
                                        ----------------------------------------


                           CASTLE & COOKE HOLDINGS, INC.

                           By: /s/ DAVID H. MURDOCK
                               --------------------------------------
                                  Name:  David H. Murdock
                                        -----------------------------
                                  Title: Chairman of the Board, CEO & President
                                        ----------------------------------------


                           FLEXI-VAN LEASING, INC.

                           By: /s/ DAVID H. MURDOCK
                               --------------------------------------
                                  Name:  David H. Murdock
                                        -----------------------------
                                  Title: Chairman of the Board & CEO
                                        ----------------------------------------

                           DAVID H. MURDOCK

                           /s/ DAVID H. MURDOCK
                           ------------------------------

                                       3




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