Schedule 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
(Name of Issuer)
Common Stock par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Roberta Wieman
10900 Wilshire Boulevard
Los Angeles, California 90024
(310) 208-6055
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS
David H. Murdock |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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PF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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| NUMBER OF |
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51,710,000 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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51,710,000 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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51,710,000 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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58.6%1 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN, HC |
1 Based upon 88,227,289 shares of Common Stock outstanding as of July 29, 2010.
Page 2 of 7 Pages
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NAMES OF REPORTING PERSONS
Castle & Cooke Investments, Inc. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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| NUMBER OF |
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11,784,914 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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11,784,914 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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11,784,914 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.4%1 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
1 Based upon 88,227,289 shares of Common Stock outstanding as of July 29, 2010.
Page 3 of 7 Pages
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NAMES OF REPORTING PERSONS
Castle & Cooke Holdings, Inc. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) þ |
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SEC USE ONLY |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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| NUMBER OF |
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11,784,914 |
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| SHARES |
8 |
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SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
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| EACH |
9 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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11,784,914 |
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| WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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11,784,914 |
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| 12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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13.4%1 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
1 Based upon 88,227,289 shares of Common Stock outstanding as of July 29, 2010.
Page 4 of 7 Pages
This Amendment No. 1 (the “Amendment”) amends and supplements the Schedule 13D (the “Original
Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2009 by
the Reporting Persons. This Amendment, and the Original Schedule 13D, relates to the shares of
Common Stock, par value $0.001 per share (“Common Stock”) of Dole Food Company, Inc., a Delaware
corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Dole
Drive, Westlake Village, California 91362. Capitalized terms used but not otherwise defined in
this Amendment have the meanings ascribed to such terms in the Original Schedule 13D. Except as
amended and supplemented by this Amendment, the Original Schedule 13D is not amended or
supplemented in any respect.
Item 4. Purpose of Transaction
The response to Item 4 of the Original Schedule 13D is hereby amended and restated in its
entirety as follows:
The Reporting Persons acquired the shares of Common Stock reported herein as beneficially
owned by the Reporting Persons solely for investment purposes. Mr. Murdock has held a controlling
interest in the Issuer (or its predecessor) since 1985. From March 28, 2003, the date of the
Issuer’s going private transaction, until immediately prior to the consummation of the initial
public offering of the Common Stock completed on October 28, 2009 (the “IPO”), Mr. Murdock
beneficially owned all issued and outstanding shares of Common Stock through DHM Holding Company,
Inc., a Delaware corporation (“DHM”), which was owned by him and Holdings. These
restructuring transactions did not affect the percentage of Common Stock beneficially owned by the
Reporting Persons.
As a result of the restructuring transactions, DHM no longer owns any Common Stock and Mr.
Murdock as trustee of the Trust directly owns 39,925,086 shares of Common Stock and Holdings
directly owns 11,784,914 shares of Common Stock.
Concurrent with the IPO, a newly formed trust not affiliated with the Issuer, the 2009 Dole
Food Automatic Common Exchange Security Trust (the “2009 Trust”), sold 24,000,000 of its
$0.875 automatic common exchange securities (the “Securities”), The Securities are
exchangeable, at the Trust’s option, for shares of Common Stock or the cash equivalent value of
such shares of Common Stock, beginning on November 1, 2012 (the “Exchange Date”).
In connection with the Trust Offering, on October 22, 2009, (i) Mr. Murdock entered into a
Forward Purchase Agreement (the “Forward Purchase Agreement”) with the 2009 Trust pursuant
to which Mr. Murdock agreed to deliver to the 2009 Trust on the Exchange Date a number of shares of
Common Stock equal to the product of the exchange rate times the 24,000,000 Securities offered in
the Trust Offering, and (ii) Mr. Murdock entered into a Collateral Agreement (the “Collateral
Agreement”) with U.S. Bank, National Association, as Collateral Agent (the “Collateral
Agent”), and the 2009 Trust, pursuant to which Mr. Murdock agreed to grant a security interest
in the number of shares of Common Stock initially deliverable under the Forward Purchase
Agreement. Pursuant to the Collateral Agreement, Mr. Murdock has the right to vote these shares of
Common Stock for so long as such shares are
beneficially owned by him and pledged under the Collateral Agreement, unless an event of default
occurs under the Forward Purchase Agreement or the Collateral Agreement.
Page 5 of 7 Pages
On December 23, 2010, Mr. Murdock pledged 2,500,000 shares of Common Stock to DB Private
Clients Corp. as part of the collateral securing Mr. Murdock’s obligations under a term loan
facility, which Mr. Murdock expects to use to support various business activities. If additional
amounts are borrowed, additional shares may be pledged.
The Reporting Persons intend to review on a continuing basis their investment in the Issuer.
The Reporting Persons may decide to increase or decrease their investment in the Issuer depending
upon estate planning considerations, the price and availability of the Issuer’s securities,
subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment
and business opportunities available to the Reporting Persons, general stock market and economic
conditions, tax considerations and other factors. Mr. Murdock, as a member of the Issuer’s Board of
Directors and its Chairman, expects to continue to be involved in the Issuer’s policies and
activities.
Except as set forth herein, the Reporting Persons presently do not have any plans or proposals
that relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer or the disposition of
securities of the Issuer.
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries.
(c) A sale or transfer of a material amount of assets of the Issuer or of any of its
subsidiaries.
(d) Any change in the present board of directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any existing vacancies on
the board.
(e) Any material change in the present capitalization or dividend policy of the Issuer.
(f) Any other material change in the Issuer’s business or corporate structure.
(g) Any changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any person.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
The response to Item 6 of the Original Schedule 13D is hereby amended and supplemented to add
the following:
The rights to one registration under the Registration Rights Agreement have been assigned as
collateral for the credit facility described in Item 4.
Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief,
each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
December 23, 2010
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By: |
/s/ David H. Murdock
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Name: |
David H. Murdock individually and as |
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trustee of the David H. Murdock
Living Trust dated May 28, 1986, as
amended |
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CASTLE & COOKE INVESTMENTS, INC.
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By: |
/s/ Scott A. Griswold
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Name: |
Scott A. Griswold |
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Title: |
Executive Vice President |
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CASTLE & COOKE HOLDINGS, INC.
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By: |
/s/ Scott A. Griswold
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Name: |
Scott A. Griswold |
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Title: |
Executive Vice President |
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Page 7 of 7 Pages