<PAGE>
LETTER OF TRANSMITTAL
TO SURRENDER CERTIFICATES
FORMERLY REPRESENTING SHARES
OF
CASTLE & COOKE, INC.
THE PAYING AGENT IS:
EQUISERVE TRUST COMPANY, N.A.
FOR INFORMATION CALL:
(800) 733-5001
<TABLE>
<S> <C> <C>
BY OVERNIGHT DELIVERY: BY MAIL: BY HAND:
EquiServe Trust EquiServe Trust Company, N.A. Securities Transfer &
Company, N.A. Attn: Corporate Actions Reporting
Attn: Corporate Actions P.O. Box 8029 Services, Inc.
150 Royall Street Boston, MA 02266-8029 c/o EquiServe Trust
Canton, MA 02021 Company, N.A.
100 William Street/
Galleria
New York, NY 10038
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, DESTROYED OR STOLEN AND SEE INSTRUCTION 7.
________NUMBER OF SHARES REPRESENTED BY LOST, DESTROYED OR STOLEN
CERTIFICATES
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
<S> <C> <C>
DESCRIPTION OF SHARES SURRENDERED
<CAPTION>
--------------------------------------------------------------------------------------------------
TOTAL NUMBER OF
SHARES
NAME(S) AND ADDRESS(ES) CERTIFICATE(S) REPRESENTED BY
OF REGISTERED HOLDER(S): NUMBER(S) CERTIFICATE(S)
--------------------------------------------------------------------------------------------------
<S> <C> <C>
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
------------------------------------
TOTAL SHARES
--------------------------------------------------------------------------------------------------
</TABLE>
NOTE. SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
<PAGE>
To: EquiServe Trust Company, N.A., as Paying Agent (the "Paying Agent")
The undersigned has received a copy of the Notice (the "Notice"), in respect
of the merger (the "Merger") of Castle Acquisition Company, Inc.
("Acquisition"), with and into Castle & Cooke, Inc., a Hawaii corporation (the
"Company"), which Merger was completed on September 6, 2000. With respect to the
shares of common stock of the Company without par value (the "Shares") held by
the undersigned at the time of the Merger, the undersigned hereby surrenders the
above-described certificate(s) (the "Certificate(s)") formerly representing
Shares for payment of $19.25 cash per Share, without interest (the "Merger
Consideration"), by the Paying Agent.
The name(s) and address(es) of the registered holder(s) should be printed,
if they are not already set forth on a label above, under "Description of Shares
Surrendered", as they appear on the Certificate(s). The Certificate(s) and the
number of Shares that the undersigned wish(es) to surrender should be indicated
in the appropriate place.
The undersigned will, upon request, execute any additional document(s)
deemed by the Paying Agent or the Company to be necessary to complete the
transmittal of the Shares surrendered hereby.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to surrender any Shares delivered herewith for payment
as provided herein and that, when the Merger Consideration is paid by the Paying
Agent, Acquisition and the Company will not be subject to any adverse claim in
respect of such Shares and (b) the undersigned has reviewed the Notice,
including the information therein with respect to dissenters' rights, and
understands that surrender to the Paying Agent of Certificate(s) constitutes a
waiver of dissenters' rights under the Hawaii Revised Statutes, as amended.
The undersigned hereby irrevocably appoints the Paying Agent as the true and
lawful agent and attorney-in-fact of the undersigned with respect to the
Certificate(s) with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to deliver such
Certificate(s), together with all accompanying evidences of transfer and
authenticity, for cancellaton upon receipt by the paying Agent, as the
undersigned's agent, of the Merger Consideration. All authority conferred or
agreed to be conferred in this Letter of Transmittal shall be binding upon the
successors, assigns, heirs, executors, administrators and legal representatives
of the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned.
Unless otherwise indicated under SPECIAL PAYMENT INSTRUCTIONS, below, please
issue the check for the Merger Consideration in the name(s) of the registered
holder(s) appearing under DESCRIPTION OF SHARES SURRENDERED, above. Similarly,
unless otherwise indicated under SPECIAL DELIVERY INSTRUCTIONS, below, please
mail the check for the Merger Consideration to the address of the registered
holder(s) appearing under DESCRIPTION OF SHARES SURRENDERED, above. In the event
that both SPECIAL DELIVERY INSTRUCTIONS and SPECIAL PAYMENT INSTRUCTIONSare
completed, please issue the check for the merger Consideration in the name of,
and deliver such check to, the person so indicated.
<PAGE>
SPECIAL PAYMENT INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED--SEE INSTRUCTION 2)
To be completed ONLY if the check for the Merger Consideration is to be
issued in the name of someone other than the registered holder(s).
Issue check to:
Name _______________________________________________________________________
(PLEASE PRINT):
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE):
__________________________________________________________________________
EMPLOYER IDENTIFICATION OR SOCIAL SECURITY NUMBER:
SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED--SEE INSTRUCTION 2)
To be completed ONLY if the check for the Merger Consideration is to be
sent to someone other than the registered holder(s) or to the registered
holder(s) at an address other than that shown.
Mail check to:
Name _______________________________________________________________________
(PLEASE PRINT):
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE):
<PAGE>
SIGN HERE
(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9 ENCLOSED)
____________________________________________________________________________
____________________________________________________________________________
SIGNATURE(S) OF SHAREHOLDER(S)
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
the Certificate(s) or by person(s) authorized to become registered
holder(s) by certificate(s) and documents transmitted herewith. If signature
is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person(s) acting in a fiduciary or
representative capacity, please provide the following information and see
Instruction 2.)
Dated: __________________, 2000
Name(s): ___________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _____________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ____________________________________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTION 2)
Authorized Signature(s): ___________________________________________________
Name(s): ___________________________________________________________________
(PLEASE PRINT)
Name of Firm: ______________________________________________________________
Address: ___________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ____________________________________________
Dated: __________________, 2000
<PAGE>
INSTRUCTIONS
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATE(S). Each person who
wishes to receive the Merger Consideration of $19.25 per share is urged to
execute (or, if such person is not the registered holder of such Shares, to
arrange for such registered holder or such holder's duly authorized
representative to execute) and mail or deliver this Letter of Transmittal to the
Paying Agent. Certificates for all surrendered Shares, as well as a properly
completed and duly executed letter of Transmittal and any other documents
required by this Letter of Transmittal, must be received by the Paying Agent at
one of its addresses set forth in this Letter of Transmittal in order for the
appropriate person to receive the Merger Consideration.
Shareholders should note that surrender to the Paying Agent of
Certificate(s) for their Shares shall constitute waiver of dissenters' rights
under the Hawaii Revised Statutes, as amended.
Payment of the Merger Consideration for Shares surrendered for payment
pursuant to the Merger shall in all cases be made only after receipt by the
Paying Agent of Certificate(s) for such Shares, a properly completed and duly
executed Letter of Transmittal and all other required documents.
All questions as to the validity of any surrender of Shares or mailing or
delivery of this Letter of Transmittal shall be determined by Acquisition, whose
determination shall be final and binding. Acquisition reserves the absolute
right to reject any or all Certificate(s) or Letters of Transmittal not in
proper form or the payment for which may, in the opinion of counsel for
Acquisition, be unlawful. Acquisition also reserves the absolute right to waive
any defect or irregularity in the surrender of any Shares or Letters of
Transmittal. Neither Acquisition (or any of its affiliates) nor the Paying Agent
or any other person will be under any duty to give notification of any defects
or irregularities in any Letter of Transmittal or will incur any liability for
failure to give any such notification to any person (even if such notification
is given to other persons).
2. SIGNATURES; SIGNATURE GUARANTEES. If Certificate(s) are registered in
the name of a person other than the signer of this Letter of Transmittal, the
Certificate(s) must be duly endorsed, or accompanied by share power(s) signed by
the registered holder(s), with the signature(s) on the endorsement(s) or share
power(s) guaranteed thereon and on this Letter of Transmittal as provided below.
If the surrendered Certificate(s) are owned of record by two or more joint
holders, all such holders must sign this Letter of Transmittal. If this Letter
of Transmittal is executed by an officer on behalf of a corporation or by an
executor, administrator, trustee, guardian, attorney, agent or other person
acting in a fiduciary or representative capacity, proper documentary evidence
must be furnished of the authority of the person executing the same. Questions
regarding such evidence of authority may be referred to the Paying Agent at
(800) 733-5001.
IF SHARES ARE SURRENDERED BY A REGISTERED HOLDER WHO HAS COMPLETED THE BOX
ENTITLED SPECIAL DELIVERY INSTRUCTIONS OR THE BOX ENTITLED SPECIAL PAYMENT
INSTRUCTIONS, SIGNATURES ON THIS LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO RULE 17AD-15 UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, UNLESS SURRENDERED ON BEHALF OF SUCH MEMBER.
No signature guarantee is required (a) if this Letter of Transmittal is
signed by the registered holder(s) of the Shares surrendered with this Letter of
Transmittal and payment is to be made directly to such registered holder(s) or
(b) if such Shares are surrendered for the account of a member firm of a
registered national securities exchange in the United States or of the NASD or a
commercial bank or trust company having an office or correspondent in the United
States.
3. SHARE TRANSFER TAXES. If the Merger Consideration is to be paid to any
persons other than the registered holder(s) of the Certificate(s), or if the
Certificate(s) are registered in the name(s) of any person(s) other than the
person(s) signing this Letter of Transmittal, the amount of any share transfer
taxes (whether imposed on the registered holder(s) or such person(s)), payable
on account of the transfer to such person, shall be deducted from the Merger
Consideration unless satisfactory evidence of the payment of such taxes or
exemption therefrom is submitted.
<PAGE>
EXCEPT AS PROVIDED IN THIS INSTRUCTION 3, IT WILL BE NECESSARY FOR TRANSFER
TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) EVIDENCING THE SHARES TENDERED
HEREBY.
4. METHOD OF DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATE(S). The
method of delivery of this Letter of Transmittal, the Certificate(s) and any
other required documents is at the option and risk of the shareholder, but the
delivery will be deemed made only when actually received by the Paying Agent. If
such delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended. For those shareholders who desire to surrender
their Certificate(s) by mail, an envelope addressed to the Paying Agent is
enclosed.
5. MULTIPLE REGISTRATIONS. If a shareholder's Shares are registered
differently on several Certificate(s), it will be necessary for such shareholder
to complete, sign and submit as many separate Letters of Transmittal as there
are different registrations for his Shares.
6. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Shares should be listed on a separate
signed schedule attached hereto.
7. LOST, DESTROYED OR STOLEN CERTIFICATE(S). In the event that the
shareholder is unable to deliver to the Paying Agent any of the Certificate(s)
due to the mutilation, loss, theft or destruction of such Certificate(s), this
Letter of Transmittal may nevertheless be submitted, together with any documents
which may be required, subject to acceptance at the discretion of Acquisition,
provided, among other requirements, that the shareholder agrees to indemnify
Acquisition and the Company by signing the form of indemnity agreement which may
be obtained from the Paying Agent. Acquisition will also require the shareholder
to purchase a corporate bond of indemnity if the Certificate(s) were lost or
destroyed by the shareholder or the shareholder's agent. Please call the Paying
Agent at 1-800-733-5001 to obtain an affidavit of loss.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance or
additional copies of this Letter of Transmittal may be obtained from the Paying
Agent at its address or telephone number set forth on the cover page of this
Letter of Transmittal.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. In order to avoid back up
withholding of Federal income tax on the cash received upon the surrender of
Shares, a shareholder must, unless an exemption applies, provide the Paying
Agent with his correct taxpayer identification number ("TIN") on SUBSTITUTE
FORM W-9 on this Letter of Transmittal and certify, under penalty of perjury,
that such number is correct. If the correct TIN is not provided, a $50 penalty
may be imposed by the Internal Revenue Service and payments made in exchange for
the surrendered Shares may be subject to backup withholding of 31%.
Backup withholding is not an additional Federal income tax. Rather, the
amount of such tax withheld will be credited against the Federal income tax
liability of persons subject to backup withholding. If backup withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
The TIN that must be provided on the Substitute W-9 is that of the
registered holder(s) of the Shares or of the last transferee appearing on the
transfers attached to, or endorsed on, the Shares. The TIN for an individual is
his social security number. The box in Part 2 of the SUBSTITUTE FORM W-9 may be
checked if the person surrendering the Shares has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the box
in Part 2 is checked and the Paying Agent is not provided with a TIN, the Paying
Agent will withhold 31% on all payments of the Merger Consideration until it is
provided with a TIN.
Exempt persons (including, among others, corporations) are not subject to
backup withholding and should indicate their exempt status on Substitute
Form W-9. A foreign individual may qualify as an exempt person by submitting a
statement, signed under penalty of perjury, certifying such individual's foreign
status. Such statements can be obtained from the Paying Agent. A shareholder
should consult his tax advisor about his qualification for exemption from backup
withholding and the procedure for obtaining such exemption.
<PAGE>
PAYER'S NAME: EQUISERVE TRUST COMPANY, N.A.
<TABLE>
<C> <S> <C>
---------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE Social Security
FORM W-9 PROVIDE YOUR TIN IN or ------------------------
DEPARTMENT OF THE TREASURY THE SPACE BELOW AND Employer Identification Number:
INTERNAL REVENUE SERVICE CERTIFY BY SIGNING
AND DATING BELOW.
------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER ("TIN")
---------------------------------------------------------------------------------------------------------------
PART 2--Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number
to be issued for me) and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not
been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding because of
under-reporting interest or dividends on my tax return.
However, if after being notified by the IRS that you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item
(2).
PART 3--Check here if you have not been issued a TIN and have applied for one or intend to apply for one in
the near future. / /
SIGNATURE DATE: , 2000
---------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% ON ANY PAYMENTS MADE TO YOU.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(2) I intend to mail or deliver an application in the near future. I understand
that if I do not provide a Taxpayer Identification Number within sixty
(60) days, 31% of all reportable payments made to me thereafter will be withheld
until I provide a number.
SIGNATURE ___________________________ DATE: ___________________________, 2000
