SEC Info - Dole Food Co Inc - ‘424B1’ on 8/12/96

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Dole Food Co Inc – ‘424B1’ on 8/12/96

As of: Monday, 8/12/96 · Accession #: 912057-96-17101 · File #: 333-07849

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/12/96  Dole Food Co Inc                  424B1                  1:49K                                    Merrill Corp/FA

Prospectus — Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus                                            15     82K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Available Information Common Stock Company, The Description of Capital Stock Experts Incorporation of Certain Documents by Reference Plan of Distribution Selling Shareholder Table of Contents The Company Trust Prospectus Underwriting Use of Proceeds Validity of Shares
1	1st Page - Filing Submission
"	Common Stock
2	Available Information
"	Incorporation of Certain Documents by Reference
3	The Company
"	Use of Proceeds
"	Selling Shareholder
4	Description of Capital Stock
6	Underwriting
"	Experts
"	Validity of Shares
7	Table of Contents
13	Plan of Distribution
"	Trust Prospectus

424B1 1st Page of 15 TOC ↑Top Previous Next ↓Bottom Just 1st
 
2,500,000 SHARES
DOLE FOOD COMPANY, INC. 

COMMON STOCK
(NO PAR VALUE)
--------------

    All  the shares of Common Stock offered hereby are being sold by the Selling
Shareholder. See "Selling Shareholder". The Company will not receive any of  the
proceeds from the sale of the shares.                                           

    The  last reported sale price of the Common Stock, which is listed under the
Symbol "DOL", on the New  York Stock Exchange on August  8, 1996 was $39.25  per
share.                                                                          

    In addition to the offering made hereby, the Selling Shareholder is offering
up to 2,500,000 shares of Common Stock (exclusive of over-allotment shares) that
may  be delivered by the Dole Food Automatic Common Exchange Security Trust (the
"Trust") to  holders of  Automatic Common  Exchange Securities  (the  "Automatic
Common Exchange Securities") upon exchange of such securities on August 15, 1999
(the  "Exchange Date"). The  respective closings of the  offerings of the Common
Stock and the  Automatic Common  Exchange Securities  are not  dependent on  one
another. See "Underwriting".                                                    
--------------

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED  OR  DISAPPROVED  BY  THE SECURITIES
AND  EXCHANGE  COMMISSION   OR  ANY  STATE   SECURITIES  COMMISSION  NOR   HAS
THE   SECURITIES   AND   EXCHANGE  COMMISSION   OR   ANY   STATE  SECURITIES
COMMISSION PASSED  UPON  THE  ACCURACY OR  ADEQUACY  OF  THIS  PROSPECTUS.
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

--------------

                                                        [Enlarge/Download Table]

                                                              INITIAL PUBLIC  UNDERWRITING   PROCEEDS TO SELLING
                                                              OFFERING PRICE   DISCOUNT(1)     SHAREHOLDER(2)   
                                                              --------------  -------------  -------------------
                                                                                                                
Per Share.................................................... $        39.25  $       0.883    $        38.367  
Total(3)..................................................... $   98,125,000  $   2,207,500    $    95,917,500  

--------------                                                                  

(1) The  Selling  Shareholder  and  the Company  have  agreed  to  indemnify the
    Underwriters against certain  liabilities, including  liabilities under  the
Securities Act of 1933.                                                 

(2) Before  deducting  estimated expenses  of  $200,000 payable  by  the Selling
Shareholder.                                                            

(3) The Selling Shareholder has granted the  Underwriters an option for 30  days
    to  purchase  up  to an  additional  375,000  shares at  the  initial public
    offering price per share,  less the underwriting  discount, solely to  cover
    over-allotments.  If such  option is  exercised in  full, the  total initial
    public  offering  price,  underwriting  discount  and  proceeds  to  Selling
    Shareholder will be $112,843,750, $2,538,625 and $110,305,125, respectively.
See "Underwriting".                                                     

--------------

    The  shares offered hereby are offered by Goldman, Sachs & Co., as specified
herein, subject to receipt and acceptance by them and subject to their right  to
reject  any order in whole or in part.  It is expected that the certificates for
the shares will be ready for delivery in New York, New York, on or about  August
14, 1996, against payment therefor in immediately available funds.              

GOLDMAN, SACHS & CO.
--------- 

The date of this Prospectus is August 8, 1996.

424B1 2nd Page of 15 TOC 1st Previous Next ↓Bottom Just 2nd
    IN  CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OR
THE AUTOMATIC  COMMON  EXCHANGE SECURITIES  AT  LEVELS ABOVE  THOSE  THAT  MIGHT
OTHERWISE  PREVAIL IN THE OPEN MARKET. SUCH  TRANSACTIONS MAY BE EFFECTED ON THE
NEW  YORK  STOCK  EXCHANGE,  THE  PACIFIC  STOCK  EXCHANGE  OR  OTHERWISE.  SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.                     

AVAILABLE INFORMATION 

    Dole  Food Company,  Inc. (the  "Company") is  subject to  the informational
requirements of the Securities Exchange Act  of 1934, as amended (the  "Exchange
Act"),  and in  accordance therewith files  reports, proxy  statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information  may be inspected and copied  at
the  public reference facilities maintained by  the Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington,  D.C. 20549 or at its  regional
offices  located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and 7 World Trade Center, 13th Floor,  New York, New York 10048. Copies of  such
material  can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Judiciary  Plaza, Washington, D.C. 20549, at  prescribed
rates.  The Company's Common Stock, no par  value (the "Common Stock") is listed
on the New York Stock Exchange (the "NYSE") and the Pacific Stock Exchange  (the
"PSE").  Reports, proxy statements and  other information concerning the Company
can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005 or  the PSE,  115 Sansome  Street, 8th  Floor, San  Francisco,  California
94104.                                                                          

    This  Prospectus constitutes a part of  a Registration Statement on Form S-3
filed by the Company with  the Commission under the  Securities Act of 1933,  as
amended  (the  "Securities  Act").  This  Prospectus  omits  certain information
contained in  the  Registration  Statement  in accordance  with  the  rules  and
regulations  of the  Commission. Reference  is hereby  made to  the Registration
Statement and  related exhibits  for  further information  with respect  to  the
Company   and  the  securities  offered   hereby.  Statements  contained  herein
concerning the provisions of any document  are not necessarily complete and,  in
each  instance,  reference is  made to  the copy  of such  document filed  as an
exhibit to the Registration  Statement or otherwise  filed with the  Commission.
Each such statement is qualified in its entirety by such reference.             

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

    The  following documents heretofore filed by  the Company under the Exchange
Act with the Commission are incorporated herein by reference:                   

(i)                                                           
       the Company's  Annual Report  on  Form 10-K  for  the fiscal  year  ended
December 30, 1995; and                                            

(ii)                                                            
       the  Company's Quarterly  Reports on  Form 10-Q  for the  fiscal quarters
ended March 23, 1996 and June 15, 1996.                           

    All documents filed by the Company pursuant to Sections 13(a), 13(c), 14  or
15(d)  of the Exchange  Act after the date  of this Prospectus  but prior to the
termination of  this  offering, shall  be  deemed  to be  incorporated  in  this
Prospectus  by reference and  to be a part  hereof from the  date of filing such
documents. Any statement contained  in a document incorporated  or deemed to  be
incorporated  by reference herein  shall be deemed to  be modified or superseded
for purposes of this Prospectus to the extent that a statement contained  herein
or  in any other  subsequently filed document which  also is or  is deemed to be
incorporated by  reference herein  modifies or  supersedes such  statement.  Any
statement  so modified or superseded shall not  be deemed, except as so modified
or superseded, to constitute part of this Prospectus.                           

    The Company  will  provide without  charge  to each  person,  including  any
beneficial  owner,  to whom  a  Prospectus is  delivered,  upon written  or oral
request of such  person, a  copy of  any or  all of  the documents  incorporated
herein  by reference (other than exhibits to such documents unless such exhibits
are  specifically  incorporated  by  reference  into  the  document  that   this
Prospectus  incorporates by reference). Requests should be directed to Corporate
Secretary, Dole Food  Company, Inc.,  31365 Oak Crest  Drive, Westlake  Village,
California 91361, telephone number (818) 879-6600.                              

2 

424B1 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
THE COMPANY 

    The  Company is engaged in the business of food production and distribution.
The Company is one of the  largest companies engaged in the worldwide  sourcing,
growing,  processing, distributing and marketing  of high quality, branded fresh
produce. The Company  sources, grows, processes  or markets fruits,  vegetables,
nuts  and beverages  in the following  locations: North  America, Latin America,
Asia and Europe.                                                                

    The Company's principal  executive offices  are located at  31365 Oak  Crest
Drive, Westlake Village, California 91361, telephone (818) 879-6600.            

USE OF PROCEEDS 

    The  Company will not receive  any proceeds from the  sales of the shares of
Common Stock or the Automatic Common  Exchange Securities. All of the shares  of
Common Stock (including shares deliverable upon exchange of the Automatic Common
Exchange Securities) are beneficially owned by the Selling Shareholder.         

SELLING SHAREHOLDER 

    The  shares of Common Stock  offered in the Common  Stock offering are being
offered for the  account of  David H.  Murdock (the  "Selling Shareholder"),  as
trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended. The
shares  of Common  Stock for which  Automatic Common Exchange  Securities may be
exchanged, or  cash in  lieu thereof,  will be  delivered to  the Trust  by  the
Selling  Shareholder pursuant to  a forward purchase  contract between the Trust
and the Selling Shareholder. Mr. Murdock  has been Chairman of the Board,  Chief
Executive  Officer and a Director  of the Company since  July, 1985. Mr. Murdock
also has been Chairman of the Board,  Chief Executive Officer and a Director  of
Castle & Cooke, Inc., a Hawaii corporation, since October, 1995; and Chairman of
the  Board  and Chief  Executive Officer  of  Flexi-Van Corporation,  a Delaware
corporation indirectly  wholly-owned  by  Mr. Murdock,  since  June,  1982.  Mr.
Murdock also is sole owner and developer of the Sherwood Country Club in Ventura
County,  California,  and  numerous  other real  estate  developments,  and sole
shareholder of numerous corporations engaged  in a variety of business  ventures
and  in  the  manufacture of  textile-related  products, and  in  industrial and
building products.                                                              

    See the  documents referred  to in  "Incorporation of  Certain Documents  by
Reference" for additional information about Mr. Murdock.                        

    The   following  table  sets  forth  certain  information  for  the  Selling
Shareholder with respect to (i) such Selling Shareholder's beneficial  ownership
of  the Common  Stock prior  to the  Common Stock  offering, (ii)  the number of
shares being offered for sale in the Common Stock offering, and (iii) the number
of shares and the  percentage of outstanding  shares of the  Common Stock to  be
beneficially owned by such Selling Shareholder after the offering referred to in
clause  (ii) above. The  following table does  not reflect that  up to 2,872,452
shares of Common Stock may be delivered by the Selling Shareholder to the  Trust
pursuant to the forward purchase contract referenced above.                     

                                                                [Download Table]
                                                                               
Shares of Common Stock Beneficially Owned Prior to the                         
  Common Stock Offering....................................   13,864,278(1)(2) 
Shares of Common Stock being Offered in the Common Stock                       
  Offering.................................................    2,500,000(3)    
Shares of Common Stock to be Beneficially Owned After the                      
  Common Stock Offering....................................   11,364,278(3)    
Percentage of Outstanding Shares of Common Stock to be                         
  Beneficially Owned After the Common Stock Offering.......         18.8%(3)(4)

------------------                                                              
(1)  Information  is as of August 2, 1996. Mr. Murdock beneficially owns 279,476
     shares of Common Stock that may be purchased upon the exercise of  employee
    stock options exercisable on the date hereof or within 60 days thereafter.

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(2)  Mr.  Murdock customarily maintains revolving lines of credit in conjunction
     with his various business activities,  under which borrowings and  security
     vary  from time to time, and pursuant to which he provides collateral owned
     by him, including his shares in the Company. His reported holdings include:
     (1) 12,263,622 shares of Common Stock owned by David H. Murdock as  Trustee
     for  the David H. Murdock  Living Trust, dated May  28, 1986; (2) 1,240,310
     shares of Common  Stock owned  by Flexi-Van Delaware,  Inc., a  corporation
     indirectly  wholly-owned by  Mr. Murdock; and  (3) 80,870  shares of Common
Stock owned by or for the benefit of Mr. Murdock's children.          

(3)  Assumes the Underwriters' over-allotment option is not exercised.          

(4)  The percentage set forth above is calculated on the basis of the number  of
     shares  of  Common Stock  outstanding on  August 2,  1996, plus,  all stock
     options granted to Mr. Murdock under the Company's stock option plans  that
are exercisable within 60 days following the date hereof.             

DESCRIPTION OF CAPITAL STOCK

    The authorized capital stock of the Company consists of 80,000,000 shares of
Common  Stock, no par  value, and 30,000,000  shares of Preferred  Stock, no par
value ("Preferred Stock").                                                      

DESCRIPTION OF COMMON STOCK                                                     

GENERAL                                                                 

    The holders  of the  outstanding shares  of Common  Stock have  full  voting
rights,  one vote  for each  share held  of record  on all  matters voted  on by
shareholders (with no cumulative voting rights), and the holders of such  shares
will  possess all voting power, except as  otherwise required by law or provided
in any resolution adopted by the Board  of Directors with respect to any  series
of  Preferred Stock. The affirmative vote of  the holders of at least a majority
of the  shares  of  Common Stock  represented  in  person or  by  proxy  at  the
applicable meeting of shareholders and entitled to vote thereat is required with
respect to the election of directors and certain other matters.                 

    Subject  to the  rights of  holders of  any outstanding  series of Preferred
Stock described below,  holders of  Common Stock  are entitled  to receive  such
dividends  as may be declared from time to time by the Board of Directors of the
Company out of funds legally available therefor. Upon liquidation,  dissolution,
or  winding up of the Company (but subject to the rights of holders of Preferred
Stock), the assets legally available for distribution to holders of Common Stock
shall be distributed ratably among such holders. Holders of Common Stock have no
preemptive or  other  preferential subscription  or  conversion rights,  and  no
liability  for further  calls upon  shares. The Common  Stock is  not subject to
assessment.                                                                     

    The Transfer Agent and Registrar for the Common Stock is The First  National
Bank of Boston.                                                                 

CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION, BY-LAWS AND
HAWAII LAW                                                                      

    The  Company's  Articles of  Association (the  "Articles") and  By-Laws (the
"By-Laws"), as well as  Hawaii law, contain certain  provisions that could  make
more  difficult the acquisition of  control of the Company  by means of a tender
offer, open market purchases, a proxy fight  or otherwise. Set forth below is  a
description  of such  provisions, which  is intended  as a  summary only  and is
qualified in its entirety by reference to the Company's Articles of  Association
and By-Laws, the forms of which are incorporated as Exhibits to the Registration
Statement  on  Form S-3  filed  by the  Company  with the  Commission  under the
Securities Act, of which this Prospectus constitutes a part. Certain  provisions
of  the  Company's stock  option  and award  plan  which permit  the accelerated
exercise of options or  similar rights upon certain  events which may involve  a
change in control of the Company could also have an anti-takeover effect.       

    The  Company believes that the availability  of Preferred Stock will provide
the Company with increased flexibility in structuring possible future financings
and acquisitions, and in meeting other corporate needs which might arise. Having
such authorized shares available  for issuance will allow  the Company to  issue
shares   of  Preferred  Stock  without  the  expense  and  delay  of  a  special
shareholders' meeting. The authorized Preferred Stock, as well as Common  Stock,
will  be  available  for  issuance  without  further  action  by  the  Company's
shareholders, unless such action is required  by applicable law or the rules  of
any  stock exchange on which  securities of the Company  may be listed. Although
the                                                                             

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Board of Directors of the Company has no intention at the present time of  doing
so,  it would have  the power to issue  a series of  preferred stock that could,
depending on the terms of such series, impede the completion of a merger, tender
offer or other takeover attempt.                                                

    The Hawaii  Corporate  Takeovers Act,  Ch.  417E, Hawaii  Revised  Statutes,
generally  applies to "takeover offers" made to residents of the State of Hawaii
in which the offeror would become the  beneficial owner of at least ten  percent
of  the equity securities of any publicly traded corporation organized under the
laws of the State  of Hawaii, such  as the Company, unless  the takeover (i)  is
approved  in  writing by  the board  of  directors of  the corporation,  (ii) is
registered under the Hawaii Corporate Takeovers Act or (iii) is otherwise exempt
under the Act. The application of this Act could deter potential purchasers from
attempting to  buy the  Company's outstanding  Common Stock  or any  outstanding
Preferred Stock.                                                                

    Under  the Hawaii Environmental Disclosure Statute, a person (including such
person's affiliates) who beneficially  owns at least ten  percent but less  than
50%  of the  securities entitled to  vote for  the election of  directors of the
Company may not  acquire more than  five percent of  such securities during  any
12-month  period without filing  an Environmental Disclosure  Statement with the
Hawaii Office of Environmental Quality Control.                                 

    The Hawaii Business  Corporation Act provides  that a director  of a  Hawaii
corporation, in determining the best interests of the corporation, may consider,
in  such  director's  discretion,  the  following  factors  in  addition  to the
interests of the corporation's shareholders: the interests of the  corporation's
employees,  customers, suppliers  and creditors,  including, without limitation,
the impact of any action upon the  communities in or near which the  corporation
has  offices or operations; the economy of the State of Hawaii and of the United
States; community and societal considerations; and the long-term as well as  the
short-term interests of the corporation and its shareholders, including, without
limitation,  the  possibility that  these interests  may be  best served  by the
continued independence of the corporation.                                      

    The Company's By-Laws establish an  advance notice procedure with regard  to
the  nomination, other than by or at the direction of the Board of Directors, of
candidates for  election  as  directors.  Although the  purpose  of  the  notice
procedure  is  to afford  the  Board of  Directors  a meaningful  opportunity to
consider and,  to the  extent deemed  desirable by  the Board  of Directors,  to
inform  shareholders of, the qualifications of the proposed nominees, the notice
procedure may have  the effect of  precluding a nomination  for the election  of
directors at a particular shareholders' meeting.                                

DESCRIPTION OF PREFERRED STOCK                                                  

    Under  the Articles of the Company, the Board of Directors of the Company is
authorized without further shareholder action to provide for the issuance of  up
to  30,000,000 shares of Preferred Stock, in one  or more series, and to fix for
each series  such  voting  powers,  full  or  limited,  and  such  designations,
preferences  and  relative,  participating,  optional  or  other  special rights
(including  conversion,  redemption,   liquidation  and   voting  rights),   and
qualifications,  limitations or restrictions thereof, as  shall be stated in the
resolution or resolutions  providing for  the issue of  a series  of such  stock
adopted,  at any time  or from time  to time, by  the Board of  Directors of the
Company (as used herein  the term "Board of  Directors of the Company"  includes
any  duly  authorized committee  thereof)  and as  are  permitted by  the Hawaii
Business Corporation Act. The holders of the Preferred Stock that may be  issued
from  time  to time  in  the future,  may  have preferences,  powers  and rights
(including voting rights) that are senior to the rights of the Common Stock.    

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UNDERWRITING

    Subject to  the terms  and  conditions of  the Underwriting  Agreement,  the
Selling  Shareholder  has  agreed to  sell  to  Goldman, Sachs  &  Co. ("Goldman
Sachs"), and Goldman Sachs have agreed to purchase from the Selling Shareholder,
2,500,000 shares of Common Stock.                                               

    Under the terms and conditions of the Underwriting Agreement, Goldman  Sachs
are  committed to take and pay for all  of the shares offered hereby, if any are
taken.                                                                          

    Goldman Sachs propose to offer the  shares of Common Stock in part  directly
to  the public at the initial public offering  price set forth on the cover page
of this Prospectus and in part to certain securities dealers at such price  less
a  concession of $0.52 per share. Goldman  Sachs may allow, and such dealers may
reallow, a concession not in  excess of $0.10 per  share to certain brokers  and
dealers.  After the shares of Common Stock  are released for sale to the public,
the offering price and other  selling terms may from time  to time be varied  by
Goldman Sachs.                                                                  

    The  Selling Shareholder has granted Goldman Sachs an option exercisable for
30 days after  the date of  this Prospectus to  purchase up to  an aggregate  of
375,000  additional shares of  Common Stock solely  to cover over-allotments, if
any.                                                                            

    The Selling Shareholder and the Company have agreed that, during the  period
beginning  on the date  of this Prospectus  and continuing to  and including the
date 180 days, in the case of the Selling Shareholder, and 90 days, in the  case
of  the Company, after the  date of this Prospectus,  they will not offer, sell,
contract to sell or otherwise dispose of any Common Stock or other securities of
the Company (other than pursuant to employee stock option plans existing, or  on
the   conversion  or   exchange  of   convertible  or   exchangeable  securities
outstanding, on the date of this Prospectus) which are substantially similar  to
the  Common Stock or which are convertible  or exchangeable into Common Stock or
other securities which are  substantially similar to  the Common Stock,  without
the  prior  written consent  of  Goldman Sachs,  except  for the  shares offered
hereby; provided,  however, that  to  the extent  that the  Selling  Shareholder
borrows  under a margin loan (which loan  shall not be in excess of $25,000,000)
the foregoing restriction shall not apply  to those shares of Common Stock  that
are  pledged  by the  Selling Shareholder  as collateral  for such  margin loan,
provided, further, that the foregoing restriction shall not apply to the pledges
of Common Stock as collateral pursuant to any margin loans existing on the  date
of this Prospectus.                                                             

    The  Selling Shareholder  and the Company  have agreed  to indemnify Goldman
Sachs against certain  liabilities, including liabilities  under the  Securities
Act of 1933.                                                                    

    Up to 2,500,000 additional shares of Common Stock (or up to 2,872,452 shares
if  the applicable over-allotment option is  exercised in full) may be delivered
by the  Trust  to holders  of  the  Automatic Common  Exchange  Securities  upon
exchange  of the Automatic  Common Exchange Securities on  the Exchange Date. In
lieu of delivery of such shares, the  Selling Shareholder may elect to pay  cash
on  the Exchange Date for each share then  deliverable in an amount equal to the
average closing price  of the Common  Stock on the  20 trading days  immediately
preceding  the Exchange Date. The Automatic Common Exchange Securities are being
offered through an  underwriter or  underwriters in  the manner  described in  a
separate  prospectus for such offering. The respective closings of the offerings
of the  Common  Stock and  the  Automatic  Common Exchange  Securities  are  not
dependent upon one another.                                                     

EXPERTS 

    The   audited   consolidated  financial   statements  and   related  audited
consolidated financial statement schedules of the Company and its  subsidiaries,
incorporated  by  reference in  this Prospectus  and  included in  the Company's
Annual Report on  Form 10-K  for the  year ended  December 30,  1995, have  been
audited  by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are incorporated by reference herein  in
reliance upon the authority of said firm as experts in accounting and auditing. 

VALIDITY OF SHARES

    The  validity of  the shares  of Common Stock  being offered  hereby will be
passed upon  for the  Company by  Goodsill Anderson  Quinn &  Stifel,  Honolulu,
Hawaii,  and certain legal matters  will be passed upon  for the Underwriters by
Sullivan & Cromwell, Los Angeles, California.  Sullivan & Cromwell will rely  on
the opinion of Goodsill Anderson Quinn & Stifel with respect to matters governed
by Hawaiian law.                                                                

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    NO  PERSON  HAS  BEEN  AUTHORIZED  TO  GIVE  ANY  INFORMATION  OR  MAKE  ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN  OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.  THIS  PROSPECTUS  DOES  NOT  CONSTITUTE  AN  OFFER  TO  SELL  OR  A
SOLICITATION OF AN  OFFER TO  BUY ANY SECURITIES  OTHER THAN  THE SECURITIES  TO
WHICH  IT RELATES OR AN OFFER TO SELL OR  A SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT  THERE HAS BEEN NO CHANGE IN  THE
AFFAIRS  OF THE COMPANY SINCE THE DATE  HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.                        

--------------

TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
Available Information.......................................    2 
Incorporation of Certain Documents by Reference.............    2 
The Company.................................................    3 
Use of Proceeds.............................................    3 
Selling Shareholder.........................................    3 
Description of Capital Stock................................    4 
Underwriting................................................    6 
Experts.....................................................    6 
Validity of Shares..........................................    6 

2,500,000 SHARES

DOLE FOOD 
COMPANY, INC. 

COMMON STOCK
(NO PAR VALUE)

------------- 

PROSPECTUS

------------- 

GOLDMAN, SACHS & CO.

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2,500,000 SHARES
DOLE FOOD COMPANY, INC. 

COMMON STOCK
(NO PAR VALUE)

--------------

This Prospectus relates to up to 2,500,000 shares of Common Stock of the
Company (exclusive of over-allotment shares) beneficially owned by the Selling  
Shareholder identified under the heading "Selling Shareholder" that may be      
delivered by the Dole Food Automatic Common Exchange Security Trust (the        
"Trust") to holders of Automatic Common Exchange Securities of the Trust (the   
"Automatic Common Exchange Securities") upon exchange of such securities on     
August 15, 1999. The Automatic Common Exchange Securities are being sold by the 
Trust in an offering described in the attached prospectus of the Trust (the     
"Trust Prospectus"). See "Trust Prospectus".                                    

  In addition, the Selling Shareholder is offering up to 2,500,000 shares of
Common Stock (exclusive of over-allotment shares) pursuant to a separate        
prospectus of the Company. The respective closings of the offerings of the      
Automatic Common Exchange Securities and the Common Stock are not dependent upon
one another. The Company will not receive any proceeds from the sales of the    
Automatic Common Exchange Securities or shares of the Common Stock.             

   The last reported sale price of the Common Stock, which is listed under the
Symbol "DOL", on the New York Stock Exchange on August 8, 1996 was $39.25 per   
share.                                                                          

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES        
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS            
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES              
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.       
     ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

--------------

GOLDMAN, SACHS & CO.
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The date of this Prospectus is August 8, 1996.

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   IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OR
THE AUTOMATIC COMMON EXCHANGE SECURITIES AT LEVELS ABOVE THOSE THAT MIGHT       
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE  
NEW YORK STOCK EXCHANGE, THE PACIFIC STOCK EXCHANGE OR OTHERWISE. SUCH          
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.                     

AVAILABLE INFORMATION 

Dole Food Company, Inc. (the "Company") is subject to the informational 
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange  
Act"), and in accordance therewith files reports, proxy statements and other    
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information may be inspected and copied at  
the public reference facilities maintained by the Commission at Room 1024, 450  
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 or at its regional  
offices located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 
and 7 World Trade Center, 13th Floor, New York, New York 10048. Copies of such  
material can be obtained from the Public Reference Section of the Commission at 
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, at prescribed  
rates. The Company's Common Stock, no par value (the "Common Stock") is listed  
on the New York Stock Exchange (the "NYSE") and the Pacific Stock Exchange (the 
"PSE"). Reports, proxy statements and other information concerning the Company  
can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005 or the PSE, 115 Sansome Street, 8th Floor, San Francisco, California      
94104.                                                                          

  This Prospectus constitutes a part of a Registration Statement on Form S-3
filed by the Company with the Commission under the Securities Act of 1933, as   
amended (the "Securities Act"). This Prospectus omits certain information       
contained in the Registration Statement in accordance with the rules and        
regulations of the Commission. Reference is hereby made to the Registration     
Statement and related exhibits for further information with respect to the      
Company and the securities offered hereby. Statements contained herein          
concerning the provisions of any document are not necessarily complete and, in  
each instance, reference is made to the copy of such document filed as an       
exhibit to the Registration Statement or otherwise filed with the Commission.   
Each such statement is qualified in its entirety by such reference.             

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

  The following documents heretofore filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference:                   

(i) the Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995; and                                        

 (ii) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 23, 1996 and June 15, 1996.                       

   All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus but prior to the    
termination of this offering, shall be deemed to be incorporated in this        
Prospectus by reference and to be a part hereof from the date of filing such    
documents. Any statement contained in a document incorporated or deemed to be   
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Prospectus to the extent that a statement contained herein 
or in any other subsequently filed document which also is or is deemed to be    
incorporated by reference herein modifies or supersedes such statement. Any     
statement so modified or superseded shall not be deemed, except as so modified  
or superseded, to constitute part of this Prospectus.                           

The Company will provide without charge to each person, including any   
beneficial owner, to whom a Prospectus is delivered, upon written or oral       
request of such person, a copy of any or all of the documents incorporated      
herein by reference (other than exhibits to such documents unless such exhibits 
are specifically incorporated by reference into the document that this          
Prospectus incorporates by reference). Requests should be directed to Corporate 
Secretary, Dole Food Company, Inc., 31365 Oak Crest Drive, Westlake Village,    
California 91361, telephone number (818) 879-6600.                              

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THE COMPANY 

   The Company is engaged in the business of food production and distribution.
The Company is one of the largest companies engaged in the worldwide sourcing,  
growing, processing, distributing and marketing of high quality, branded fresh  
produce. The Company sources, grows, processes or markets fruits, vegetables,   
nuts and beverages in the following locations: North America, Latin America,    
Asia and Europe.                                                                

The Company's principal executive offices are located at 31365 Oak Crest
Drive, Westlake Village, California 91361, telephone (818) 879-6600.            

USE OF PROCEEDS 

 The Company will not receive any proceeds from the sales of the shares of
Common Stock or the Automatic Common Exchange Securities. All of the shares of  
Common Stock (including shares deliverable upon exchange of the Automatic Common
Exchange Securities) are beneficially owned by the Selling Shareholder.         

SELLING SHAREHOLDER 

 The shares of Common Stock offered in the Common Stock offering are being
offered for the account of David H. Murdock (the "Selling Shareholder"), as     
trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended. The
shares of Common Stock for which Automatic Common Exchange Securities may be    
exchanged, or cash in lieu thereof, will be delivered to the Trust by the       
Selling Shareholder pursuant to a forward purchase contract between the Trust   
and the Selling Shareholder. Mr. Murdock has been Chairman of the Board, Chief  
Executive Officer and a Director of the Company since July, 1985. Mr. Murdock   
also has been Chairman of the Board, Chief Executive Officer and a Director of  
Castle & Cooke, Inc., a Hawaii corporation, since October, 1995; and Chairman of
the Board and Chief Executive Officer of Flexi-Van Corporation, a Delaware      
corporation indirectly wholly-owned by Mr. Murdock, since June, 1982. Mr.       
Murdock also is sole owner and developer of the Sherwood Country Club in Ventura
County, California, and numerous other real estate developments, and sole       
shareholder of numerous corporations engaged in a variety of business ventures  
and in the manufacture of textile-related products, and in industrial and       
building products.                                                              

See the documents referred to in "Incorporation of Certain Documents by 
Reference" for additional information about Mr. Murdock.                        

The following table sets forth certain information for the Selling      
Shareholder with respect to (i) such Selling Shareholder's beneficial ownership 
of the Common Stock prior to the Common Stock offering, (ii) the number of      
shares being offered for sale in the Common Stock offering, and (iii) the number
of shares and the percentage of outstanding shares of the Common Stock to be    
beneficially owned by such Selling Shareholder after the offering referred to in
clause (ii) above. The following table does not reflect that up to 2,872,452    
shares of Common Stock may be delivered by the Selling Shareholder to the Trust 
pursuant to the forward purchase contract referenced above.                     

                                                                [Download Table]
                                                                               
Shares of Common Stock Beneficially Owned Prior to the                         
  Common Stock Offering....................................   13,864,278(1)(2) 
Shares of Common Stock being Offered in the Common Stock                       
  Offering.................................................    2,500,000(3)    
Shares of Common Stock to be Beneficially Owned After the                      
  Common Stock Offering....................................   11,364,278(3)    
Percentage of Outstanding Shares of Common Stock to be                         
  Beneficially Owned After the Common Stock Offering.......         18.8%(3)(4)

------------------------------                                                  
(1) Information is as of August 2, 1996. Mr. Murdock beneficially owns 279,476  
  shares of Common Stock that may be purchased upon the exercise of employee
  stock options exercisable on the date hereof or within 60 days thereafter.

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(2) Mr. Murdock customarily maintains revolving lines of credit in conjunction  
 with his various business activities, under which borrowings and security
  vary from time to time, and pursuant to which he provides collateral owned
   by him, including his shares in the Company. His reported holdings include:
  (1) 12,263,622 shares of Common Stock owned by David H. Murdock as Trustee
for the David H. Murdock Living Trust, dated May 28, 1986; (2) 1,240,310
shares of Common Stock owned by Flexi-Van Delaware, Inc., a corporation 
indirectly wholly-owned by Mr. Murdock; and (3) 80,870 shares of Common 
Stock owned by or for the benefit of Mr. Murdock's children.            

(3) Assumes the Underwriters' over-allotment option is not exercised.           

(4) The percentage set forth above is calculated on the basis of the number of  
shares of Common Stock outstanding on August 2, 1996, plus, all stock   
  options granted to Mr. Murdock under the Company's stock option plans that
are exercisable within 60 days following the date hereof.               

DESCRIPTION OF CAPITAL STOCK

    The authorized capital stock of the Company consists of 80,000,000 shares of
Common Stock, no par value, and 30,000,000 shares of Preferred Stock, no par    
value ("Preferred Stock").                                                      

DESCRIPTION OF COMMON STOCK                                                     

GENERAL                                                                     

The holders of the outstanding shares of Common Stock have full voting  
rights, one vote for each share held of record on all matters voted on by       
shareholders (with no cumulative voting rights), and the holders of such shares 
will possess all voting power, except as otherwise required by law or provided  
in any resolution adopted by the Board of Directors with respect to any series  
of Preferred Stock. The affirmative vote of the holders of at least a majority  
of the shares of Common Stock represented in person or by proxy at the          
applicable meeting of shareholders and entitled to vote thereat is required with
respect to the election of directors and certain other matters.                 

Subject to the rights of holders of any outstanding series of Preferred 
Stock described below, holders of Common Stock are entitled to receive such     
dividends as may be declared from time to time by the Board of Directors of the 
Company out of funds legally available therefor. Upon liquidation, dissolution, 
or winding up of the Company (but subject to the rights of holders of Preferred 
Stock), the assets legally available for distribution to holders of Common Stock
shall be distributed ratably among such holders. Holders of Common Stock have no
preemptive or other preferential subscription or conversion rights, and no      
liability for further calls upon shares. The Common Stock is not subject to     
assessment.                                                                     

   The Transfer Agent and Registrar for the Common Stock is The First National
Bank of Boston.                                                                 

CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF ASSOCIATION, BY-LAWS AND    
HAWAII LAW                                                                      

The Company's Articles of Association (the "Articles") and By-Laws (the 
"By-Laws"), as well as Hawaii law, contain certain provisions that could make   
more difficult the acquisition of control of the Company by means of a tender   
offer, open market purchases, a proxy fight or otherwise. Set forth below is a  
description of such provisions, which is intended as a summary only and is      
qualified in its entirety by reference to the Company's Articles of Association 
and By-Laws, the forms of which are incorporated as Exhibits to the Registration
Statement on Form S-3 filed by the Company with the Commission under the        
Securities Act, of which this Prospectus constitutes a part. Certain provisions 
of the Company's stock option and award plan which permit the accelerated       
exercise of options or similar rights upon certain events which may involve a   
change in control of the Company could also have an anti-takeover effect.       

  The Company believes that the availability of Preferred Stock will provide
the Company with increased flexibility in structuring possible future financings
and acquisitions, and in meeting other corporate needs which might arise. Having
such authorized shares available for issuance will allow the Company to issue   
shares of Preferred Stock without the expense and delay of a special            
shareholders' meeting. The authorized Preferred Stock, as well as Common Stock, 
will be available for issuance without further action by the Company's          
shareholders, unless such action is required by applicable law or the rules of  
any stock exchange on which securities of the Company may be listed. Although   
the                                                                             

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Board of Directors of the Company has no intention at the present time of doing 
so, it would have the power to issue a series of preferred stock that could,    
depending on the terms of such series, impede the completion of a merger, tender
offer or other takeover attempt.                                                

The Hawaii Corporate Takeovers Act, Ch. 417E, Hawaii Revised Statutes,  
generally applies to "takeover offers" made to residents of the State of Hawaii 
in which the offeror would become the beneficial owner of at least ten percent  
of the equity securities of any publicly traded corporation organized under the 
laws of the State of Hawaii, such as the Company, unless the takeover (i) is    
approved in writing by the board of directors of the corporation, (ii) is       
registered under the Hawaii Corporate Takeovers Act or (iii) is otherwise exempt
under the Act. The application of this Act could deter potential purchasers from
attempting to buy the Company's outstanding Common Stock or any outstanding     
Preferred Stock.                                                                

   Under the Hawaii Environmental Disclosure Statute, a person (including such
person's affiliates) who beneficially owns at least ten percent but less than   
50% of the securities entitled to vote for the election of directors of the     
Company may not acquire more than five percent of such securities during any    
12-month period without filing an Environmental Disclosure Statement with the   
Hawaii Office of Environmental Quality Control.                                 

The Hawaii Business Corporation Act provides that a director of a Hawaii
corporation, in determining the best interests of the corporation, may consider,
in such director's discretion, the following factors in addition to the         
interests of the corporation's shareholders: the interests of the corporation's 
employees, customers, suppliers and creditors, including, without limitation,   
the impact of any action upon the communities in or near which the corporation  
has offices or operations; the economy of the State of Hawaii and of the United 
States; community and societal considerations; and the long-term as well as the 
short-term interests of the corporation and its shareholders, including, without
limitation, the possibility that these interests may be best served by the      
continued independence of the corporation.                                      

  The Company's By-Laws establish an advance notice procedure with regard to
the nomination, other than by or at the direction of the Board of Directors, of 
candidates for election as directors. Although the purpose of the notice        
procedure is to afford the Board of Directors a meaningful opportunity to       
consider and, to the extent deemed desirable by the Board of Directors, to      
inform shareholders of, the qualifications of the proposed nominees, the notice 
procedure may have the effect of precluding a nomination for the election of    
directors at a particular shareholders' meeting.                                

DESCRIPTION OF PREFERRED STOCK                                                  

   Under the Articles of the Company, the Board of Directors of the Company is
authorized without further shareholder action to provide for the issuance of up 
to 30,000,000 shares of Preferred Stock, in one or more series, and to fix for  
each series such voting powers, full or limited, and such designations,         
preferences and relative, participating, optional or other special rights       
(including conversion, redemption, liquidation and voting rights), and          
qualifications, limitations or restrictions thereof, as shall be stated in the  
resolution or resolutions providing for the issue of a series of such stock     
adopted, at any time or from time to time, by the Board of Directors of the     
Company (as used herein the term "Board of Directors of the Company" includes   
any duly authorized committee thereof) and as are permitted by the Hawaii       
Business Corporation Act. The holders of the Preferred Stock that may be issued 
from time to time in the future, may have preferences, powers and rights        
(including voting rights) that are senior to the rights of the Common Stock.    

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PLAN OF DISTRIBUTION

    The Automatic Common Exchange Securities will be distributed as described in
the Trust Prospectus under the caption "Underwriting".                          

TRUST PROSPECTUS

  The Automatic Common Exchange Securities are being offered pursuant to the
Trust Prospectus. This Prospectus relates only to the Common Stock that may be  
delivered upon exchange of the Automatic Common Exchange Securities. The Company
takes no responsibility for any information included in or omitted from the     
Trust Prospectus. The Trust Prospectus does not constitute a part of this       
Prospectus nor is it incorporated by reference herein.                          

EXPERTS 

The audited consolidated financial statements and related audited       
consolidated financial statement schedules of the Company and its subsidiaries, 
incorporated by reference in this Prospectus and included in the Company's      
Annual Report on Form 10-K for the year ended December 30, 1995, have been      
audited by Arthur Andersen LLP, independent public accountants, as indicated in 
their reports with respect thereto, and are incorporated by reference herein in 
reliance upon the authority of said firm as experts in accounting and auditing. 

VALIDITY OF SHARES

The validity of the shares of Common Stock being offered hereby will be 
passed upon for the Company by Goodsill Anderson Quinn & Stifel, Honolulu,      
Hawaii, and certain legal matters will be passed upon for the Underwriters by   
Sullivan & Cromwell, Los Angeles, California. Sullivan & Cromwell will rely on  
the opinion of Goodsill Anderson Quinn & Stifel with respect to matters governed
by Hawaiian law.                                                                

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY       
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR 
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A           
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO     
WHICH IT RELATES OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH  
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE  
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED  
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.                        

--------------

TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
Available Information.......................................  A-2 
Incorporation of Certain Documents by Reference.............  A-2 
The Company.................................................  A-3 
Use of Proceeds.............................................  A-3 
Selling Shareholder.........................................  A-3 
Description of Capital Stock................................  A-4 
Plan of Distribution........................................  A-6 
Trust Prospectus............................................  A-6 
Experts.....................................................  A-6 
Validity of Shares..........................................  A-6 

2,500,000 SHARES

DOLE FOOD 
COMPANY, INC. 

COMMON STOCK
(NO PAR VALUE)

------------- 

PROSPECTUS

------------- 

GOLDMAN, SACHS & CO.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B1’ Filing	Date	First	Last	Other Filings

	8/15/99	1	8
	8/14/96	1
Filed on:	8/12/96
	8/8/96	1	8
	8/2/96	3	11
	6/15/96	2	9	10-Q
	3/23/96	2	9	10-Q
	12/30/95	2	13	10-K
				List all Filings

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Filing Submission 0000912057-96-017101 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Dole Food Co Inc – ‘424B1’ on 8/12/96

As of: Monday, 8/12/96 · Accession #: 912057-96-17101 · File #: 333-07849

Prospectus — Rule 424(b)(1)Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(1)
Filing Table of Contents