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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))
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)
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:
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
- ------------------------------------------------------------------------------
N/A None required.
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* 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: _______________________________
1
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Date Filed: _________________________________
[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:
[y] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[y] going-private transaction subject to Rule 13e-3.
[y] 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
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Exhibit Page
Number Exhibit Description Number
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<S> <C> <C>
a-5.1 Press Release issued by Flexi-Van Leasing, Inc. on May 22, 2000. 3
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EXHIBIT 5.1
[LOGO] FLEXI-VAN LEASING, INC.
251 Monroe Avenue
Kenilworth, NJ 07033-1106
(908) 276-8000
FAX: (908) 276-7666
Contact: Scott A. Griswold
(310) 208-6055
FLEXI-VAN LEASING ANNOUNCES MERGER AGREEMENT WITH CASTLE & COOKE
KENILWORTH, New Jersey, May 22, 2000 -- Flexi-Van Leasing, Inc. and the
Castle & Cooke, Inc. board of directors announced today that they have signed a
definitive merger agreement for a new corporation owned by Flexi-Van Leasing,
Inc. to acquire the 73 percent of Castle & Cooke, Inc. outstanding common stock
which it does not own for $18.50 per share in cash. The per share consideration
that will be offered places the total enterprise value, which includes the
assumption of debt, of Castle & Cooke, Inc. at approximately $600 million.
A Special Committee of independent directors of Castle & Cooke, Inc.
retained an independent investment banking firm to assist in evaluating the
Flexi-Van Leasing, Inc. all cash offer of $17.00 per share made on March 29,
2000. The Committee unanimously determined that it would be in the best interest
of the shareholders for Flexi-Van Leasing, Inc. to acquire the outstanding
common stock of Castle & Cooke, Inc. which it does not already own at the $18.50
price, which represents a premium of 53% and generates an additional $110
million in enterprise value over the stock price on March 29, 2000, the last day
of trading prior to the original offer. Flexi-Van Leasing Inc. has agreed with
the Special Committee that the offer will remain open until June 30, 2000.
David H. Murdock, chairman and owner of Flexi-Van Leasing, Inc., stated,
"We are pleased that an agreement has been reached and believe that it is in the
best interest of the shareholders to receive the immediate liquidity provided by
the increased offer. We look forward to having the transaction completed as soon
as possible and will use our best efforts to expedite the process."
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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 26.5%.
A TENDER OFFER FOR THE OUTSTANDING SHARES OF CASTLE & COOKE, INC. COMMON
STOCK HAS NOT YET COMMENCED. IF A TENDER OFFER COMMENCES, EACH SECURITY
HOLDER OF CASTLE & COOKE, INC. SHOULD READ THE TENDER OFFER STATEMENT WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER. ONCE A FILING IS MADE, SECURITY HOLDERS OF CASTLE & COOKE, INC.
CAN OBTAIN THE 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 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.
