<PAGE>
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.
-----------------------------------------------------------
* 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: _______________________________
<PAGE>
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:
[x] 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
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EXHIBIT PAGE
NUMBER EXHIBIT DESCRIPTION NUMBER
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a-5.1 Press Release issued by Flexi-Van Leasing, Inc. on May 15, 2000. 3
a-5.2 Press Release by Castle & Cooke, Inc. on May 15, 2000. 4
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Flexi-Van Leasing, Inc.
251 Monroe Avenue
Kenilworth, NJ 07033-1106
(908) 276-8000
FAX: (908) 276-7666
FOR IMMEDIATE RELEASE. FOR FURTHER INFORMATION CONTACT
SCOTT GRISWOLD AT (310) 208-6055.
CASTLE & COOKE COMMITTEE ASKS FLEXI-VAN TO EXTEND OFFER UNTIL MAY 19
May 15, 2000
The special committee appointed by the board of directors of Castle & Cooke,
Inc., has requested Flexi-Van Leasing, Inc. to extend the proposal made on March
29, 2000 to acquire the remaining interests in the company. Flexi-Van has
confirmed that the proposal will remain available until the close of business on
Friday, May 19, 2000. The committee requested the extension to give the special
committee's financial advisor additional time to complete its report to the
committee.
The proposal contemplated the negotiation and execution of a binding agreement
for the acquisition of all interests in the company at $17.00 per share, a
premium of 41% over the pre-proposal price. David H. Murdock and Flexi-Van
Leasing, Inc. originally reserved the right to terminate the proposal if a
definitive agreement had 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.
Mr. David H. Murdock, Chairman of Flexi-Van, stated "I have agreed to a brief
extension until the end of this week so that the committee and its advisors can
complete their work. I continue to believe my proposal represents an attractive
and fair proposal for the Castle & Cooke shareholders and look forward to a
positive response from the company and its special committee."
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
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COMMENCES, EACH SECURITY HOLDER OF CASTLE & COOKE, INC. SHOULD READ THE PROXY
STATEMENTS 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.
<PAGE>
[CASTLE & COOKE, INC.]
NEWS RELEASE
Contact: Dean Estrada
(310) 209-3804
CASTLE & COOKE, INC. ANNNOUNCES EXTENSION OF FLEXI-VAN LEASING, INC. PROPOSAL
LOS ANGELES, California, May 15, 2000 -- Castle & Cooke, Inc. (NYSE: CCS)
today announced that Flexi-Van Leasing, Inc. has extended the time period from
Monday, May 15, 2000, to Friday, May 19, 2000, for Castle & Cooke, Inc. to
consider the previously announced proposal of Flexi-Van Leasing, Inc., a
corporation wholly owned by David H. Murdock.
The proposal contemplates the acquisition by Flexi-Van Leasing, Inc. of all
of the outstanding shares of common stock of Castle & Cooke, Inc. not currently
owned by Flexi-Van Leasing, Inc. or its affiliates for $17.00 per share, all
cash. A Special Committee of independent Directors of Castle & Cooke, Inc. has
been considering the proposal since it was announced on March 29, 2000 and has
engaged Gibson, Dunn & Crutcher, as legal counsel, and Bear Stearns & Co. Inc.,
as financial advisor, in connection with the proposal.
The per share consideration offered by the proposal places the total
enterprise value, which includes the assumption of debt, of Castle & Cooke, Inc.
at approximately $565 million. In addition, the proposal contemplates the
negotiation and execution of a binding agreement, which would contain customary
terms and conditions for transactions of this type. With the extension,
Flexi-Van Leasing, Inc. has reserved the right to terminate the proposal if a
definitive agreement has not been executed by May 19, 2000.
Castle & Cooke, Inc. is a developer of residential and commercial real
estate in Hawaii, California, North Carolina, Arizona, Georgia and Florida. The
company also owns and operates two of the world's highest-rated resorts on the
island of Lana'i in Hawaii.
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