SEC Info - Dole Food Co Inc - ‘10-K405’ for 12/31/94

SEC Info℠

Home

Help

Please Sign In

Dole Food Co Inc – ‘10-K405’ for 12/31/94

As of: Thursday, 3/30/95 · For: 12/31/94 · Accession #: 912057-95-1892 · File #: 1-04455

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

 3/30/95  Dole Food Co Inc                  10-K405    12/31/94    7:185K                                   Merrill Corp/FA

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                23    143K 
 2: EX-10.9     Exh 10.9 Exec. Deferred Comp Plan                     15     55K 
 3: EX-11       Exhibit 11 Computation                                 2±     9K 
 4: EX-13       Exhibit 13 Annual Report                              28±   124K 
 5: EX-22       Exhibit 22 Subsidiaries of Dole                        5     15K 
 6: EX-23       Exhibit 23 Consent of Arthur Anderson                  1      5K 
 7: EX-27       Exhibit 27 Financial Data Schedule                     2      9K

10-K405 — Annual Report — [x] Reg. S-K Item 405
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) (b) Reports on Form 8-K Business Certain Relationships and Related Transactions Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Directors and Executive Officers of the Registrant Dole Executive Compensation Executive Officers of the Registrant Exhibits, Financial Statement Schedules and Reports on Form 8-K Financial Statements and Supplementary Data Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for the Registrant's Common Equity and Related Stockholder Matters Properties Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Signatures Submission of Matters to A Vote of Security Holders 10.2 The Company's 1982 Stock Option and Award Plan, as amended. Incorporated by reference to Exhibit 28(a) to the Company's Report on Form S-8 filed on May 22, 1989, Registration No. 33-28782 10.7 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455 10.9 Dole Food Company, Inc. Executive Deferred Compensation Plan 11 Computations of earnings per common share 22 Subsidiaries of Dole Food Company, Inc 23 Consent of Arthur Andersen LLP
1	1st Page - Filing Submission
3	Item 1. Business
11	Item 2. Properties
"	Dole
13	Item 3. Legal Proceedings
14	Item 4. Submission of Matters to A Vote of Security Holders
"	Executive Officers of the Registrant
15	Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 8. Financial Statements and Supplementary Data
"	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
16	Item 10. Directors and Executive Officers of the Registrant
"	Item 11. Executive Compensation
"	Item 12. Security Ownership of Certain Beneficial Owners and Management
"	Item 13. Certain Relationships and Related Transactions
"	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
17	10.2 The Company's 1982 Stock Option and Award Plan, as amended. Incorporated by reference to Exhibit 28(a) to the Company's Report on Form S-8 filed on May 22, 1989, Registration No. 33-28782
18	10.7 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455
"	10.9 Dole Food Company, Inc. Executive Deferred Compensation Plan
"	11 Computations of earnings per common share
"	22 Subsidiaries of Dole Food Company, Inc
"	23 Consent of Arthur Andersen LLP
"	(b) Reports on Form 8-K
19	Signatures

10-K405 1st Page of 23 TOC ↑Top Previous Next ↓Bottom Just 1st
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM 10-K

[Enlarge/Download Table]

(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
[FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO

Commission File Number 1-4455

DOLE FOOD COMPANY, INC.
______(Exact name of registrant as specified in its charter)______

[Download Table]

HAWAII 99-0035300
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

31355 OAK CREST DRIVE
WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices)

Registrant's telephone number, including area code: (818) 879-6600

Securities registered pursuant to Section 12(b) of the Act:

[Download Table]

NAME OF EACH EXCHANGE
ON WHICH REGISTERED
TITLE OF EACH CLASS -------------------------------
---------------------------------------
Common Stock, No Par Value New York Stock Exchange
Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ____

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive Proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. /X/

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 17, 1995 was approximately $1,620,846,568.

The number of shares of Common Stock outstanding as of March 17, 1995 was
59,480,608.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's 1994 Annual Report to Stockholders for the year
ended December 31, 1994 are incorporated by reference into Parts I, II and IV.

Portions of the registrant's definitive Proxy Statement for its 1995 Annual
Meeting of Stockholders are incorporated by reference into Part III.

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

10-K405 2nd Page of 23 TOC 1st Previous Next ↓Bottom Just 2nd
DOLE FOOD COMPANY, INC.
FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 1994
TABLE OF CONTENTS

[Enlarge/Download Table]

ITEM NUMBER
IN FORM 10-K PAGE
-------------------------------------------------------------------------------------------------------- -------------

PART I
1. Business..................................................................................... 1
2. Properties................................................................................... 9
3. Legal Proceedings............................................................................ 11
4. Submission of Matters to a Vote of Security Holders
Executive Officers of the Registrant....................................................... 12
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters.................... 13
6. Selected Financial Data...................................................................... 13
7. Management's Discussion and Analysis of Financial Condition and Results of Operations........ 13
8. Financial Statements and Supplementary Data.................................................. 13
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure......... 13
PART III
10. Directors and Executive Officers of the Registrant........................................... 14
11. Executive Compensation....................................................................... 14
12. Security Ownership of Certain Beneficial Owners and Management............................... 14
13. Certain Relationships and Related Transactions............................................... 14
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.............................. 14
(a) 1. Index to Financial Statements........................................................ 14
2. Index to Financial Statement Schedules.................................................... 14
3. Index to Exhibits......................................................................... 15
(b) Reports on Form 8-K..................................................................... 16

Signatures.............................................................................................. 17

Financial Statements and Financial Statement Schedules.................................................. F- - F-

10-K405 3rd Page of 23 TOC 1st Previous Next ↓Bottom Just 3rd
PART I

ITEM 1. BUSINESS

Dole Food Company, Inc. was founded in Hawaii in 1851 and was incorporated
under the laws of Hawaii in 1894. Unless the context otherwise requires, Dole
Food Company, Inc. and its consolidated subsidiaries are referred to herein as
the "Company". The Company's principal executive offices are located at 31355
Oak Crest Drive, Westlake Village, California 91361, telephone (818) 879-6600.
At December 31, 1994, the Company had approximately 46,000 full-time employees
worldwide.

The Company is engaged in three principal businesses: food production and
distribution, real estate development, and resorts. The Company is one of the
largest companies engaged in the worldwide sourcing, processing, distributing
and marketing of high quality, branded food products. The Company's food
operations are conducted through the Company's food group ("Dole"), which
sources, grows, processes and markets fruits, vegetables, nuts and juices in the
following locations: North America; Latin America, principally Chile, Colombia,
Costa Rica, Ecuador, Honduras and Panama; Asia, principally Japan, the
Philippines and Thailand; and Europe, principally Germany, France and Italy.

The Company's real estate operations are primarily conducted under the
"Castle & Cooke" name through the Company's real estate group which holds,
develops, operates and sells residential, commercial, industrial and retail
properties in Hawaii, California, Arizona, North Carolina, Georgia and
Mississippi. In December 1994, the Company completed a tender offer for the
publicly traded shares of its homebuilding and residential development
subsidiary, Castle & Cooke Homes, Inc.

The Company's resort operations are located on the Hawaiian Island of Lana'i
and include two luxury resorts: The Lodge at Koele and The Manele Bay Hotel.

The Company's food, real estate development and resort operations are
described below. For detailed financial information with respect to the revenue,
operating income and assets of the Company's food products, real estate and
resort segments, and its operations in various geographic areas, see the
Company's Consolidated Financial Statements and the related Notes to
Consolidated Financial Statements, which are included in its 1994 Annual Report
for the fiscal year ended December 31, 1994 (the "Dole Annual Report") and
incorporated by reference in Part II of this report.

FOOD
GENERAL

Dole is engaged in the worldwide sourcing, processing, distributing and
marketing of high quality branded food products. Dole provides retail and
institutional customers and other food product companies with high quality
products bearing the DOLE-Registered Trademark- name which are produced and
improved through research, agricultural assistance and advanced harvesting,
processing, packing, cooling, shipping and marketing techniques.

Dole is one of the world's largest producers of bananas and pineapples. Dole
is also a major marketer of citrus and table grapes worldwide and an industry
leader in iceberg lettuce, celery, cauliflower and broccoli. Dole is the second
largest processor of California raisins and processes significant amounts of
California's almond, pistachio and date crops. On March 7, 1995, the Company
signed a letter of intent to sell its California-based raisin, date and prune
business to Sun-Diamond Growers of California, a grower cooperative, for
approximately $100 million. It is a major participant in the chilled,
shelf-stable and frozen juice markets with DOLE-Registered Trademark- 100%
pineapple juice and 100% blended juice varieties. On January 5, 1995, the
Company signed a letter of intent to sell its worldwide juice business (except
for the canned pineapple juice business) to The Seagram Company Ltd., owner of
Tropicana Products, Inc., for approximately $285 million.

Dole's fresh food products are produced both directly on Company-owned or
leased land and through associated producer and independent grower arrangements
pursuant to which Dole provides varying degrees of farming, harvesting, packing,
storing, shipping, stevedoring and marketing services, as well as financing
through advances to growers of certain products. Fresh fruit and vegetable
products, dried fruit and nuts and processed pineapple products are, for the
most part, packed and/or processed directly by Dole.

10-K405 4th Page of 23 TOC 1st Previous Next ↓Bottom Just 4th
Other processed foods, such as fruit juices, are obtained through co-production
arrangements with independent manufacturers. Co-producers manufacture these
products pursuant to strict specifications and under Company supervision
designed to ensure consistently high product quality.

Dole utilizes product quality, brand recognition, competitive pricing,
effective customer service and consumer marketing programs to enhance its
position within the highly competitive food industry. Consumer and institutional
recognition of DOLE-Registered Trademark- and related brands and the association
of these brands with high quality food products contribute significantly to
Dole's ability to compete in the markets for fresh fruit and vegetables,
packaged foods and dried fruit and nuts. The Company owns these trademarks in
the United States, Canada and in other countries in which it conducts business
and regards them as important corporate assets with high recognition and
acceptance.

The markets for all of Dole's products are highly competitive. In order to
compete successfully, Dole sources products of high quality and seeks to
distribute them in worldwide markets on a timely basis. Dole's competitors in
the fresh fruit business include a limited number of large international food
distribution companies, as well as a large number of smaller independent
distributors, including grower cooperatives and foreign government-sponsored
producers which have intensified competition in recent years. With respect to
vegetables, a limited number of grower-shippers in the United States and Mexico
supply a significant portion of the domestic fresh produce market. However,
numerous smaller independent distributors also compete with Dole in the market
for fresh vegetables. With respect to packaged products, Dole competes against a
number of large U.S. companies, as well as a substantial number of smaller
independent canners; Dole's processed pineapple also competes against a
significant volume of product processed abroad by foreign competitors. Dole's
citrus and dried fruit and nut products compete in North America primarily
against large grower cooperatives with strong brand recognition.

Dole's earnings from its fresh fruit, vegetable and dried fruit and nut
operations, and its packaged foods operations are sensitive to fluctuations in
the volatile market prices for these products. Excess supplies often cause
severe price competition. Growing conditions in various parts of the world,
particularly weather conditions such as floods, droughts and freezes, and
diseases and pests are primary factors affecting market prices because of their
influence on supply and quality of product. Other factors affecting Dole's
operations include the seasonality of its supplies, the ability to process
products during critical harvest periods, the timing and effects of ripening,
the degree of perishability, the effectiveness of worldwide distribution
systems, the terms of various federal and state marketing orders (particularly
for dried fruit, nuts and citrus), total worldwide industry volumes, the
seasonality of consumer demand, foreign currency exchange fluctuations, foreign
importation restrictions and foreign political risks.

PRODUCTS

Dole sources, distributes and markets fresh fruit products including
bananas, pineapples, table grapes, apples, pears, plums, oranges, grapefruit,
lemons, mangos, kiwi, tangelos, melons, cherries and other deciduous, tropical
and citrus fruits.

Dole sources, harvests, cools, distributes and markets approximately 25
different types of fresh vegetable products, including iceberg lettuce, red and
green leaf lettuce, romaine lettuce, butter lettuce, celery, cauliflower, green
cauliflower, broccoli, carrots, brussels sprouts, spinach, red and green onions,
asparagus, snow peas, artichokes, strawberries and raspberries. Dole also
markets value-added products such as iceberg lettuce based salad mixes, complete
salad kits which include dressing and condiments, blends of specialty lettuces,
red and green cabbage, mini peeled carrots, coleslaw, vegetable combinations and
broccoli and cauliflower florets.

Dole sources, processes and markets raisins, dates, prunes, almonds,
pistachios and trail mixes.

Dole's fresh fruit and vegetable products and its consumer dried fruit and
nut products are marketed under the DOLE-Registered Trademark- brand, under
other brand names owned by the Company, and, in some cases, under private
labels.

10-K405 5th Page of 23 TOC 1st Previous Next ↓Bottom Just 5th
Dole produces and markets processed food products including sliced, chunk,
tidbit and crushed pineapple in cans, as well as tropical fruit salad, and
markets mandarin oranges. Dole also markets DOLE-Registered Trademark- juice
drinks and DOLEWHIP-Registered Trademark- soft-serve, non-dairy dessert.

Dole's products are marketed through 27 direct selling offices in North
America, 19 in Europe, four in Japan, one each in Hong Kong, Korea, the Middle
East, the Philippines and Taiwan, as well as through independent brokers.

DOLE NORTH AMERICA

DOLE NORTH AMERICA sources, distributes and markets
DOLE-Registered Trademark- fresh fruits and vegetables, dried fruit and nuts and
other processed food products, including processed pineapple, juices and juice
concentrates, in North America.

Dole North America markets bananas grown in Latin America, table grapes
grown in the United States, Chile and Mexico, apples and pears grown in the
United States and Chile, melons grown in Ecuador and citrus fruit grown in the
United States, as well as other deciduous and tropical fruit grown in the United
States, Chile, Costa Rica, Mexico and New Zealand. Fresh pineapple destined for
North America is grown by Dole North America in Hawaii. These products are sold
primarily to wholesalers and retail chains, which in turn resell or distribute
them to retail food stores.

Fresh vegetables marketed by Dole are generally grown by independent growers
in California, Arizona, Colorado and northern and central Mexico. The vegetables
are generally field packed and transported to Dole's central cooling and
distribution facilities. The products are sold to customers in North America,
Asia and Western Europe.

Dole has an agreement with Nestle Dairy Systems, Inc., a subsidiary of
Nestle USA, Inc., in which Dole has licensed to Nestle its rights to market and
manufacture processed products in key segments of the frozen novelty business in
the United States and Canada, including FRUIT 'N JUICE-REGISTERED TRADEMARK-,
SUNTOPS-TM-, FRESH LITES-REGISTERED TRADEMARK-, FRUIT 'N YOGURT-TM- and FRUIT 'N
CREAM-TM- bars and, in the premium novelty category, Fruit Sorbet.

Dried fruit and nut products are sourced from independent growers and, to a
lesser extent, produced by Dole North America. They are packaged for the retail
consumer and in bulk for cereal, confectionery and other food processors and for
food service use. Raisins are acquired from growers and dehydrators located in
the San Joaquin Valley of California. These products are marketed domestically
and overseas, primarily in Western Europe and Asia. Approximately 60% of all
production is sold to other food processors for eventual use in other food
products. Raisins account for the largest portion of dried fruit and nut sales.

On January 5, 1995, the Company signed a letter of intent to sell its
worldwide juice business (except for the canned pineapple juice business) to The
Seagram Company Ltd., owner of Tropicana Products, Inc., for approximately $285
million. On March 7, 1995, the Company signed a letter of intent to sell its
California-based raisin, date and prune business to Sun-Diamond Growers of
California, a grower cooperative, for approximately $100 million.

DOLE LATIN AMERICA

DOLE LATIN AMERICA sources and transports bananas grown in Costa Rica,
Colombia, Ecuador, Guatemala, Honduras, Nicaragua and Panama for markets
principally in North America, Europe and the Mediterranean.

Fresh pineapples destined for the North American and Western European
markets are grown by Dole Latin America on plantations in Honduras and the
Dominican Republic and sourced from independent producers in Costa Rica.

Dole Latin America sources table grapes, apples, pears and other deciduous
fruit grown in Chile, melons grown in Ecuador, citrus fruit grown in Honduras
and Argentina, and mangoes from Mexico, Peru and Venezuela for markets in North
America, Western Europe and Asia.

10-K405 6th Page of 23 TOC 1st Previous Next ↓Bottom Just 6th
Dole operates a fleet of approximately 33 refrigerated vessels, of which 14
are Company-owned and the remainder are chartered. From time to time, excess
capacity may be chartered or subchartered to others. In January 1995 Dole took
delivery of the last of four new breakbulk refrigerated vessels built by a
Polish shipbuilder.

Dole Latin America conducts other food and beverage operations in Honduras,
including an approximately 80% interest in a beer and soft drink bottling
operation, a bottle crown plant, a plastic injection facility used primarily for
the manufacture of beer and soft drink plastic cases, a sugar mill and sugar
cane plantations, as well as a majority interest in an edible oils refinery, a
laundry soap factory, a palm oil extraction operation and a palm oil plantation.
The beer and soft drink bottling operation, which sells its products primarily
in Honduras, competes against other local soft drink bottlers. Competition
focuses on product quality, consumer marketing programs and the effectiveness of
the distribution system.

DOLE ASIA

Bananas and pineapples grown in the Philippines are transported to markets
principally in Asia and the Middle East. Pineapples used for processed products
are grown primarily in Thailand and the Philippines. DOLE ASIA also sources
DOLE-Registered Trademark- and Mountain-Registered Trademark- asparagus from the
Philippines and distributes and markets these products in Japan and other Asian
countries.

Snow Dole Co., Ltd., a joint venture of Dole and Snow Brand Milk Products
Co., Ltd. of Japan, processes and distributes a full line of 100% fruit juices,
frozen desserts and canned pineapple in Japan. The juice component of this joint
venture is part of the Company's proposed sale of its juice business to The
Seagram Company Ltd., owner of Tropicana Products, Inc.

Dole Asia, with joint venture partners, is developing citrus orchards and
juice processing facilities in mainland China. The juice processing facility is
part of the Company's proposed sale of its juice business to The Seagram Company
Ltd., owner of Tropicana Products, Inc.

Dole Asia also produces leather-leaf ferns, anthuriums and other tropical
flowers in the Philippines for export to Japan. The winding down of Dole Asia's
shrimp farming operation in the Philippines is continuing.

DOLE EUROPE

DOLE EUROPE is a major importer of bananas and other fresh fruits, dried
fruits, nuts, canned fruits and juices in Europe and the Near East.

Dole Europe operates four regional banana ripening and distribution
companies in France which complement the Company's investment in the largest
French banana producer, with banana plantations in Cameroon, import operations
in France and Spain, and banana ripening in seven regional facilities in France
and three in Spain. Dole Europe is a minority partner with the Jamaican Producer
Group (the largest banana producer in Jamaica), in the Jamaican Producers Fruit
Distributors Ltd. in the United Kingdom. This banana ripening and fruit
distribution company operates five facilities in the United Kingdom. This joint
venture distributes Dole fresh fruits and bananas as well as Jamaican bananas,
fruits and vegetables direct to retail in the UK.

Dole Europe is the majority partner, with the Livorno Stevedore Company
C.I.L.P., in a major port discharge and distribution facility in the Italian
port of Livorno. This facility provides reefer container service utilizing
feeder vessels to distribute fruit to Mediterranean markets. A distribution
facility in Turkey is under construction.

Dole Europe operates a European dried fruit and nut business which sources
products from around the world for processing and packaging in France and
distribution in France and to other European markets. This business distributes
a line of dried fruit and nut products sold throughout Europe. In 1994, Dole
purchased a prune processor, packer and distributor in France. These businesses
are not part of the Company's proposed sale of its California-based raisin, date
and prune business to Sun-Diamond Growers of California.

10-K405 7th Page of 23 TOC 1st Previous Next ↓Bottom Just 7th
The Company owns affiliated fruit juice businesses which produce and
distribute juice products in Europe and the United States under the
Looza-Registered Trademark-, Fruvita-Registered Trademark- and Juice
Bowl-Registered Trademark- brands. Looza-Registered Trademark- is a leader in
shelf-stable juices and nectars in its market sector.
Fruvita-Registered Trademark- is the leader in the chilled fruit juice category
in continental Europe. Juice Bowl-Registered Trademark- brand juice products are
distributed in the United States. These businesses are part of the Company's
proposed sale of its juice business to The Seagram Company Ltd., owner of
Tropicana Products, Inc.

RESEARCH AND DEVELOPMENT

Dole's research and development programs concentrate on the development of
new value-added products and new uses for existing products, as well as
agricultural research and packaging design for improving product quality. New
product development and packaging research activities are conducted primarily at
Dole's research technical center in San Jose, California.

Agricultural research is directed toward improving product yields and
product quality by examining and improving agricultural practices in all phases
of production (such as development of specifically adapted plant varieties, land
preparation, fertilization, cultural practices, pest and disease control, and
post-harvesting, packing, and shipping procedures), and includes on-site
technical services and the implementation and monitoring of recommended
agricultural practices. Specialized machinery is also developed for various
phases of agricultural production and packaging which reduces labor, improves
productivity and efficiency and increases product quality. Agricultural research
is conducted at field facilities primarily in California, Hawaii, Latin America
and Asia.

FOREIGN OPERATIONS

Dole has significant food sourcing and related operations in Chile,
Colombia, Costa Rica, the Dominican Republic, Ecuador, Honduras, the Philippines
and Thailand. Dole also sources food products in Algeria, Argentina, Australia,
Cameroon, China, Greece, Guatemala, Italy, Ivory Coast, Mexico, New Zealand,
Nicaragua, Panama, Peru, Spain, Syria, Tunisia, Turkey and Venezuela.
Significant volumes of Dole's fresh fruit and packaged products are marketed in
Canada, Western Europe and Japan, with lesser volumes marketed in New Zealand,
Hong Kong, South Korea, Australia and certain countries in Asia, Eastern Europe,
Scandinavia, the Middle East and Central and South America. Exports of Dole's
products to these countries, particularly Japan, South Korea and Taiwan, are
subject to various restrictions which may be increased or reduced in response to
international political pressures, thus affecting Dole's ability to compete in
these markets. Some of Dole's dried fruit and nut products are marketed to Asia
and Western Europe. The European Union ("EU") banana regulations which impose
quotas and tariffs on bananas were in full effect in 1994 and continue to be in
effect in 1995. In addition, beginning in 1995, four Latin American countries
(Costa Rica, Colombia, Nicaragua and Venezuela) will implement an agreement with
the EU to receive a guaranteed share of the import quotas. Regulations governing
this agreement are expected to be published in the first quarter of 1995 and
could result in higher costs of operations for the Company due to additional
license requirements and export fees that may be imposed. As part of the
agreement, the basic EU import quota will be increased 10% and the tariff
decreased approximately 35%. The EU quota will receive a second increase to
accommodate an additional 20 million consumers when Norway, Sweden and Austria
join the EU effective January 1995. Regulations governing the issuance of
licenses to control this new volume are also expected to be published in the
first quarter of 1995. The net impact of these changing regulations on Dole's
future results of operations is not determinable at this time.

Dole's foreign operations are subject to risks of expropriation, civil
disturbances, political unrest, increases in taxes and other restrictive
governmental policies, such as import quotas. Loss of one or more of its foreign
operations could have a material adverse effect on Dole's operating results.
Dole attempts to maintain a cordial working relationship in each country where
it operates. Because Dole's operations are a significant factor in the economies
of certain countries, its activities are subject to intense public and
governmental scrutiny, and may be affected by changes in the status of the host
economies, the makeup of the government or even public opinion in a particular
country. Dole's international sales are usually transacted in U.S. dollars and
major European and Asian currencies, while many of its costs are incurred in
currencies different from those that are received from the sale of the product.
As the Company has not

10-K405 8th Page of 23 TOC 1st Previous Next ↓Bottom Just 8th
historically entered into forward foreign exchange contracts, results of
operations may be significantly affected by fluctuations in currency exchange
rates in both the sourcing and selling locations. The overall net impact of
foreign currency fluctuations was immaterial to the results of operations in
1993 and 1994.

ENVIRONMENTAL AND REGULATORY MATTERS

Dole's agricultural operations are subject to a broad range of evolving
environmental laws and regulations in each country in which it operates. In the
United States, these laws and regulations include the Clean Air Act, the Clean
Water Act, the Resource Conservation and Recovery Act, the Federal Insecticide,
Fungicide and Rodenticide Act and the Comprehensive Environmental Response,
Compensation and Liability Act.

Compliance with these foreign and domestic laws and related regulations is
an ongoing process which is not currently expected to have a material effect on
Dole's capital expenditures, earnings or competitive position. Environmental
concerns are, however, inherent in most major agricultural operations, including
those conducted by Dole, and there can be no assurance that the cost of
compliance with environmental laws and regulations will not be material.
Moreover, it is possible that future developments, such as increasingly strict
environmental laws and enforcement policies thereunder, and further restrictions
on the use of agricultural chemicals could result in increased compliance costs.

Dole's food operations are also subject to regulations enforced by, among
others, the U.S. Food and Drug Administration and state, local and foreign
equivalents and to inspection by the U.S. Department of Agriculture and other
federal, state, local and foreign environmental and health authorities. Among
other things, the U.S. Food and Drug Administration enforces statutory standards
regarding the branding and safety of food products, establishes ingredients and
manufacturing procedures for certain foods, establishes standards of identity
for foods and determines the safety of food substances in the United States.
Similar functions are performed by state, local and foreign governmental
entities with respect to food products produced or distributed in their
respective jurisdictions.

Several of Dole's products, including but not limited to dried fruit, nuts
and citrus fruit, are or in the future may be subject to, federal and state
marketing orders which may affect the quantities of such products that can be
sold at any one time, the amount of such products that must be held in reserve,
the manner in which such products can be processed, quality standards for such
products and various other matters relating to the marketing and sale of such
products.

SOURCES AND AVAILABILITY OF RAW MATERIALS

The major raw material and operating supplies used by Dole are seed and
other planting materials, fuels for transportation, agricultural chemicals,
packaging materials and tinplate. Generally, all of these items are readily
available from a number of sources; however, operations would be affected by any
substantial reductions in supply.

REAL ESTATE

The Company conducts real estate activities, including residential,
commercial and/or industrial real estate projects, in Hawaii, California,
Arizona, North Carolina, Georgia and Mississippi. The Company generally competes
against a number of large, well-capitalized real estate developers for
residential, commercial and industrial projects. The Company competes for
residential sales with other developers, homebuilders and individuals reselling
existing residential housing in the greater metropolitan areas in which it
conducts business. The Company competes primarily on the basis of location,
prices, quality and design. The Company also competes with other developers and
homebuilders for desirable properties, financing, raw materials and skilled
labor. The Company's real estate operations are subject to a variety of risks
including increases in mortgage interest rates, shifts in population, real
estate market fluctuations, changes in the desirability and preferences for
residential, commercial and industrial areas, and the effects of changes in tax
laws. Land use planning, management and development are also subject to local
zoning, economic and political constraints.

10-K405 9th Page of 23 TOC 1st Previous Next ↓Bottom Just 9th
RESIDENTIAL REAL ESTATE OPERATIONS

In December 1994, the Company completed a tender offer for the publicly
traded shares of Castle & Cooke Homes, Inc. ("CKI"), its homebuilding and
residential development subsidiary. Prior to completion of the tender offer, the
Company owned approximately an 82% interest in CKI, which was listed on the New
York Stock Exchange under the symbol "CKI".

In Hawaii, Mililani Town, located in central Oahu, is being developed as a
3,500-acre master-planned community, complete with homes, parks, recreation
centers, schools, shopping centers and a library. In Mililani Makai, the first
section of the community to be developed, approximately 9,300 units on
approximately 2,300 acres of land have been sold. Mililani Mauka is the section
of Mililani Town now undergoing development; current plans call for the
development of approximately 6,600 units on 1,200 acres over the next eight
years. The necessary land use and zoning approvals for the first phase of 4,500
units on approximately 790 acres in Mililani Mauka have been received, and
approximately 1,665 units have been built and sold through December 31, 1994.

Other active Hawaii developments include Royal Kunia and The Crowne at
Wailuna.

Royal Kunia is a 270-acre master-planned community to be built on the Ewa
Plain in central Oahu. Royal Kunia is owned by a limited partnership in which a
wholly-owned subsidiary of the Company is the sole general partner and holds a
50% interest. The development, when completed in accordance with the master
plan, will offer single-family and multi-family housing adjacent to commercial
properties, parks and recreational facilities. The master plan provides for
1,748 units, of which 160 were sold in 1994.

The Crowne at Wailuna is the fourth and final phase of a planned residential
community above Pearl City on the island of Oahu. This 26-acre parcel was
purchased by the Company in 1993. It is planned to include 158 detached homes
developed under condominium ownership. Construction is currently underway. As of
December 31, 1994, 30 units had been sold.

In December 1994, the Company purchased the Kaluanui 1 parcel, an
approximately 22-acre site in Hawaii Kai in East Oahu. The Company is entitled
to develop up to 290 units on the parcel. The project is currently undergoing
design development to include townhouses and flats under fee simple condominium
ownership. Construction is anticipated to start in late 1995, with first
deliveries anticipated in early 1996.

In Bakersfield, California, planned residential communities are being
developed on approximately 4,840 acres. The property was in various stages of
development when acquired in late 1987. Approximately 1,305 acres are currently
zoned for development, portions of which have been master-planned and
subdivided, with roadways and utilities constructed to each subdivision. In
Bakersfield, lots are sold to independent builders for single family projects,
and homes are also sold in a few developments.

Current residential development activities in Bakersfield include Silver
Creek, Seven Oaks, Brimhall, The Oaks and Haggin Oaks. Silver Creek is a
master-planned community encompassing approximately 600 acres. Homes and
homesites are offered at three price levels. Approximately 1,120 homes and
homesites remain to be developed on approximately 420 acres.

Seven Oaks is a master-planned community on approximately 1,000 acres and is
designed to be the premier residential development in Bakersfield. Seven Oaks
surrounds an 18-hole golf course and country club developed by the Company,
which will be contributed to a nonprofit mutual benefit corporation. The Company
sells homesites in Seven Oaks. Approximately 1,275 home and homesites on
approximately 500 acres remain to be developed.

Brimhall is a 285-acre residential community designed to attract
entry-level, middle-market and custom homebuyers. Development commenced in 1991.
An additional 940 acres are currently being master-planned to complete the
Brimhall community. The Company currently plans to develop approximately 4,040
homesites on the approximately 1,200 remaining acres.

Other developments include The Oaks and Haggin Oaks in Bakersfield,
California, and Sierra Vista, Arizona. Approximately 240 single family lots
remain to be developed in The Oaks and an additional 63

10-K405 10th Page of 23 TOC 1st Previous Next ↓Bottom Just 10th
single family lots in Haggin Oaks. The Sierra Vista, Arizona project contains
single-family and multi-family homesites for sale to builders and individuals.
Approximately 3,500 homesites remain to be developed on approximately 1,280
acres. In March 1995, the Company sold a 320-unit apartment complex in
Bakersfield that it had developed to a third party.

The Company also owns and operates a 192-unit apartment complex in
Charlotte, North Carolina, a 360-unit apartment complex in Jackson, Mississippi,
a 204-unit apartment complex in Southaven, Mississippi, and a 252-unit apartment
complex in Horn Lake, Mississippi.

COMMERCIAL, INDUSTRIAL AND RETAIL REAL ESTATE OPERATIONS

The Company's commercial, industrial and retail real estate operations are
conducted through wholly-owned subsidiaries of the Company.

In Hawaii, the Company is constructing a shopping center in Mililani Town on
approximately 40 acres, of which approximately 400,000 square feet of building
space have been completed, including Hawaii's first Walmart store. In addition,
the Company is developing Mililani Technology Park, a 256-acre, campus-like
business/research office park currently zoned and designed primarily for high
technology companies. As of December 31, 1994, 49 acres had been sold.

The Company also operates a Company-owned mixed-use complex at Dole's former
cannery facility in Honolulu and a tourist attraction at Dole's pineapple
plantation in central Oahu.

In Bakersfield, California, the Company has three industrial parks in
various stages of development. The Company also owns two office buildings, a
150,000 square foot industrial warehouse and a 50% general partnership interest
in a partnership owning a shopping center.

The Company also owns and operates a 188,000 square foot commercial office
building in Atlanta, Georgia, a 167,000 square foot commercial office building
in Raleigh, North Carolina, a 81,000 square foot commercial office building in
Raleigh, North Carolina and a 62,000 square foot commercial office building in
Tempe, Arizona.

The construction work conducted by the Company's residential, commercial,
industrial and retail real estate operations is largely performed by independent
contractors, subcontractors and suppliers, and the materials and supplies are
secured by these contractors, subcontractors and suppliers from customary trade
sources. Although certain products are subject to supply limitations from time
to time, such limitations have not significantly impaired the Company's ability
to conduct its business in the past.

RESORTS

The Company owns and operates two luxury hotels on the Hawaiian island of
Lana'i. The Lodge at Koele is a two story, 102-room luxury lodge set in the
wooded highlands of Koele, Lana'i. It includes an 18-hole golf course called The
Experience at Koele. The Manele Bay Hotel is a luxury, oceanfront hotel with 249
guest rooms and suites. A conference center for The Manele Bay Hotel was
completed in 1992. The Challenge at Manele, an 18-hole golf course immediately
adjacent to The Manele Bay Hotel, was completed in 1993. The Company is also
planning to develop the property contiguous to the Lodge and golf course sites
on Lana'i as residential homesites. The Company began marketing golf course
frontage townhomes and single family lots at Koele in early 1995. Development of
homesites at Manele is awaiting final land use and zoning approvals. The
Company's resort operations are subject to the risks of changes in the
desirability and preference for resort areas and economic and local political
constraints.

ENVIRONMENTAL AND REGULATORY MATTERS

The Company's real estate and resort operations are subject to a broad range
of evolving federal, state and local environmental laws and regulations.
Management is not currently aware of any environmental compliance issues that
are expected to have a material effect on the Company's capital expenditures,
earnings or competitive position.

10-K405 11th Page of 23 TOC 1st Previous Next ↓Bottom Just 11th
ITEM 2. PROPERTIES

The Company maintains executive offices in Westlake Village, California and
auxiliary executive offices in Los Angeles, California and New York, New York,
each of which is leased from third parties. Dole's various divisions also
maintain headquarters offices in Westlake Village and Salinas, California, which
are leased from third parties, and in Fresno, California, Wahiawa, Hawaii and
Wenatchee, Washington, which are owned by the Company. The Company owns the
headquarters building of Dole Fresh Fruit International, Limited in Costa Rica,
as well as offices in Colombia and Honduras. Dole Europe maintains its European
headquarters in Paris, France as well as regional offices in Hamburg, Germany,
Brussels, Belgium, Genoa, Italy and Istanbul, Turkey, which are leased from
third parties. In addition, the Company's Hawaii real estate operations maintain
offices in Honolulu, Hawaii in a building which is owned by the Company. The
Company's California real estate operations and its California fresh fruit and
citrus operations are headquartered in Bakersfield, California in a building
owned by the Company. The Company's resort operations maintain offices on the
Island of Lana'i in buildings owned by the Company. The inability to renew any
of the above office leases by the Company would not have a material adverse
effect on the Company's operating results. The Company and each of its
subsidiaries believe that their property and equipment are generally well
maintained, in good operating condition and adequate for their present needs.

The following is a description of the food and real estate operations'
significant properties.

DOLE
DOLE NORTH AMERICA

Dole's Hawaii pineapple operations for the fresh produce market are located
on the island of Oahu and total approximately 7,000 acres owned by the Company.

Dole produces citrus on approximately 11,000 acres in the San Joaquin and
Coachella Valleys of California owned directly, through agricultural
partnerships or under management arrangements, as well as through independent
growing arrangements. Dole also provides care and management services for
approximately 9,000 citrus acres in Florida. Citrus is packed in seven
Company-owned or leased packing houses -- five in California, one in Florida and
one in Arizona. Dole, through a joint venture, operates a 175,000 square foot
packing house in southwest Florida with two multi-variety production lines.

Domestic table grapes are sourced from approximately 6,000 acres on four
Company-owned vineyards, one located in the Coachella Valley and three located
in the San Joaquin Valley. Domestic table grapes are fumigated and cooled in
three Company-owned facilities, two are located in the San Joaquin Valley and
one is located in the Coachella Valley. Dole produces wine grapes on
approximately 2,000 acres of vineyards, and stone fruit on approximately 800
acres of Company-owned property in the San Joaquin Valley. The Company owns a
cherry packing and processing facility in Victor, California.

Dole produces apples and pears directly from seven Company-owned orchards on
approximately 1,800 productive acres in Wenatchee and Chelan, Washington as well
as through independent growing arrangements. The Company also owns apple and
pear storage, processing and packing facilities in Wenatchee and Chelan.

The Company owns approximately 1,400 acres of farmland in California and
Arizona, and leases approximately 11,400 acres of farmland in California and
another 5,300 acres in Arizona in connection with Dole's vegetable operations.
The majority of this acreage is farmed under joint growing arrangements with
independent growers, while the remainder is farmed by Dole. The Company owns
cooling, packing and shipping facilities in Yuma, Arizona and the following
California cities: Marina, Holtville, Guadalupe, Gonzales and Huron.
Additionally, the Company has partnership interests in facilities in Yuma,
Arizona and Mexico, and leases facilities in Oxnard, California. The Company
owns state-of-the-art, value-added processing plants in Yuma, Arizona and
Soledad, California.

Dole produces almonds from approximately 4,200 acres and pistachios from
approximately 3,100 acres of orchards in the San Joaquin Valley, owned directly
or through agricultural partnerships or leased. The Company leases approximately
50 acres of date gardens in the Coachella Valley.

10-K405 12th Page of 23 TOC 1st Previous Next ↓Bottom Just 12th
The Company owns and operates one almond processing and packing plant, three
almond receiving and storage facilities, one pistachio processing plant and two
raisin and prune processing plants, all of which are located in the San Joaquin
and Sacramento Valleys. The Company owns and operates a date processing plant in
the Coachella Valley.

Hawaii sugar operations include a mill which produces raw sugar and a
plantation on the island of Oahu, although a phase-out of this operation was
announced in 1994. Approximately 12,000 acres (approximately 6,100 acres of
which are owned and the remainder of which are leased) are used for crops.

Portions of the Company's fresh fruit and vegetable farm properties are
irrigated by surface water supplied by local government agencies using
facilities financed by federal or state agencies, as well as from underground
sources. Water received through federal facilities is subject to acreage
limitations under the 1982 Reclamation Reform Act. The quantity and quality of
these water supplies varies depending on weather conditions and government
regulations. The Company believes that under normal conditions these water
supplies are adequate for current production needs.

DOLE LATIN AMERICA

Dole produces bananas directly from Company-owned plantations in Costa Rica,
Colombia and Honduras as well as through associated producers or independent
growing arrangements in those countries and in Ecuador, Guatemala, Panama and
Nicaragua. The Company owns approximately 40,400 acres in Honduras, 32,400 acres
in Costa Rica and 3,600 acres in Colombia.

Dole also grows pineapple on approximately 6,000 acres of owned land in
Honduras, primarily for the fresh produce market, and owns a juice concentrate
plant in Honduras for pineapple and citrus. Dole grows pineapple on
approximately 11,000 acres of leased land in the Dominican Republic and owns a
juice concentrate plant located adjacent to the leased acreage.

Dole produces citrus on approximately 650 acres of Company-owned land and
operates a grapefruit packing house in Honduras. Dole also produces grapes,
stonefruit, kiwi and pears on approximately 900 acres in Chile.

Dole operates Company-owned corrugated box plants in Chile, Colombia, Costa
Rica, Ecuador and Honduras.

The Company has an interest in the following properties in Honduras: an
approximately 80% interest in a beer and soft drink bottling operation, a bottle
crown plant, a plastic injection facility used primarily for the manufacture of
beer and soft drink plastic cases and a sugar mill, as well as a majority
interest in an edible oils refinery, a laundry soap factory, a palm oil
extraction operation and 3,400 acres of palm oil plantation.

Dole operates a fleet of approximately 33 refrigerated vessels, of which 14
are Company-owned and the remainder are chartered. From time to time, excess
capacity may be chartered or subchartered to others. Dole enters into spot
charters as necessary to supplement its transportation resources. In January
1995, Dole took delivery of the last of four new breakbulk refrigerated vessels
built by a Polish shipbuilder.

DOLE ASIA

Dole operates a pineapple plantation of approximately 30,200 acres in the
Philippines. Originally covered by a grower agreement between Dole and a
government-owned and controlled corporation, approximately 22,100 acres of the
plantation have been transferred to a cooperative of Dole employees that will
acquire the land pursuant to an agrarian reform law. The remaining acreage in
the Philippines is farmed pursuant to farm management contracts. A cannery,
chillroom, juice concentrate plant, corrugated box plant and can manufacturing
plant, each owned by Dole, are proximately located to the plantation.

Through a subsidiary in Thailand controlled by Dole, Dole grows pineapple on
approximately 5,000 acres of leased land and purchases additional supplies of
pineapple in Thailand on the open market. Dole's Thailand subsidiary owns and
operates a cannery, can plant and juice concentrate plant located adjacent to
the leased acreage in central Thailand, and a second multi-fruit cannery in
southern Thailand.

10-K405 13th Page of 23 TOC 1st Previous Next ↓Bottom Just 13th
Dole also produces bananas through associated producers or independent
growing arrangements in the Philippines, and, with a joint venture partner, is
developing approximately 6,400 acres of citrus orchards in China.

DOLE EUROPE

Dole owns four banana ripening and fruit distribution facilities in France
and one in Barcelona, Spain. The Company has an interest in a French company
which has seven banana ripening and fruit distribution facilities in France and
three in Spain. This French company owns a majority interest in banana
plantations in Cameroon and pineapple plantations in Ivory Coast, with banana
producing joint interests in Ivory Coast. Dole owns an interest in a United
Kingdom banana ripening and fruit distribution company with five facilities in
the United Kingdom. Dole Europe is the majority owner in a port terminal and
marine distribution facility in Livorno, Italy. The Company owns land and has
begun construction of a banana ripening and fruit distribution facility in
Istanbul, Turkey.

Dole owns two affiliated fruit juice companies which have production
facilities in Belgium, France and Florida. These companies are part of the
Company's proposed sale of its juice business to The Seagram Company Ltd., owner
of Tropicana Products, Inc.

In France, the Company owns a dried fruit and nut processing, packaging and
warehousing facility in Vitrolles, a date processing and packing plant in
Marseille and a prune processing and packaging plant in Agen. These facilities
are not part of the Company's proposed sale of its California-based raisin, date
and prune business to Sun-Diamond Growers of California.

REAL ESTATE AND RESORTS

The Company owns an aggregate of approximately 129,000 acres of land in
Hawaii. Of that total, approximately 40,400 acres are located on the island of
Oahu, of which approximately 13,600 acres currently are used for the cultivation
of pineapple, approximately 12,000 acres are leased or rented to approximately
94 tenants and approximately 5,600 acres are held for real estate development.
Approximately 88,600 acres are located on the Island of Lana'i, of which the
Company uses approximately 1,300 acres for resort and residential development.
In addition, approximately 15,100 acres on Lana'i are being used or are
available for diversified agricultural operations, including pasture land for
livestock.

In California, the Company owns approximately 10,950 acres, including
approximately 3,200 acres near San Jose, 7,400 acres near Bakersfield and 350
acres at the Mountaingate development in West Los Angeles. The Company also owns
approximately 6,800 acres in Cochise County, Arizona.

The Company also owns and operates four office buildings located in North
Carolina, Georgia and Arizona, and three apartment complexes located in
Mississippi and one apartment complex located in North Carolina.

ITEM 3. LEGAL PROCEEDINGS

Lawsuits have been filed in Texas against the manufacturers of a formerly
widely used agricultural chemical called DBCP and against the Company.
Plaintiffs are foreign nationals who claim they were employees or independent
contract growers of Company subsidiaries during the 1970's. Damages are claimed
for alleged personal injuries caused by contact with DBCP approximately 15 to 20
years ago. The Company has denied liability and asserted substantial defenses.
Similar lawsuits with a different group of plaintiffs have been settled. The
portion paid by the Company was covered by insurance and immaterial to the
Company. In the opinion of management, after consultation with outside counsel,
these pending lawsuits are not expected to have a material adverse effect on the
Company.

The Company is involved from time to time in other various claims and legal
actions incident to its operations, both as plaintiff and defendant. In the
opinion of management, after consultation with outside counsel, none of the
claims or actions to which the Company is a party is expected to have a material
adverse effect on the Company.

10-K405 14th Page of 23 TOC 1st Previous Next ↓Bottom Just 14th
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
quarter ended December 31, 1994.

EXECUTIVE OFFICERS OF THE REGISTRANT

Below is a list of the names and ages of all executive officers of the
Company as of March 15, 1995 indicating their positions with the Company and
their principal occupations during the past five years. The current terms of the
executive officers will expire at the next organizational meeting of the
Company's Board of Directors or at such time as their successors are elected.

[Enlarge/Download Table]

NAME AND AGE POSITIONS WITH THE COMPANY AND SUBSIDIARIES AND FIVE-YEAR EMPLOYMENT HISTORY
------------------------------ --------------------------------------------------------------------------------

David H. Murdock (71) Chairman of the Board, Chief Executive Officer and Director of the Company since
July 1985. Since June 1982, Chairman of the Board and Chief Executive Officer of
Flexi-Van Corporation, a Delaware corporation wholly-owned by Mr. Murdock. Sole
owner and developer of the Sherwood Country Club in Ventura County, California,
and numerous other real estate developments; also sole stockholder of numerous
corporations engaged in a variety of business ventures and in the manufacture of
textile-related products and industrial and building products.

David A. DeLorenzo (48) President of Dole Food Company -- International since September 1993 and
Executive Vice President and Member of the Office of the Chairman of the Company
since July 1990. Director of the Company since February 1991. President of Dole
Fresh Fruit Company from September 1986 to June 1992.

Gerald W. LaFleur (62) Executive Vice President and Member of the Office of the Chairman of the Company
since April 1992. Executive Vice President of Pacific Holding Company (a sole
proprietorship of Mr. Murdock) since July 1991. Prior to July 1991, partner in
Arthur Andersen LLP.

Alan B. Sellers (47) Executive Vice President and Member of the Office of the Chairman of the Company
since January 1990. Chief Financial Officer of the Company from March 1992 to
February 1995 and Chief Administrative Officer of the Company from July 1990 to
February 1995. Senior Vice President and General Counsel of the Company from
February 1988 to January 1990. Corporate Secretary of the Company since February
1986. Vice President-Legal Affairs of Flexi-Van Corporation (a corporation
wholly owned by Mr. Murdock) from August 1987 to December 1993; Corporate
Secretary of Flexi-Van Corporation and General Counsel of Pacific Holding
Company (a sole proprietorship of Mr. Murdock) from August 1986 to December
1993.

Ernest W. Townsend (49) Executive Vice President, Member of the Office of the Chairman of the Company
and President of Dole Food Company -- North America since September 1993.
President of Dole Fresh Fruit and Vegetables (North America) since June 1992.
President and Chief Executive Officer of the All-American Gourmet division of
Kraft/General Foods from March 1989 to May 1992. President of Frozen Food Group
of Kraft, Inc. from January 1988 to March 1989.

George R. Horne (58) Vice President of the Company since October 1982. Vice President-Human Resources
of Dole since February 1986.

10-K405 15th Page of 23 TOC 1st Previous Next ↓Bottom Just 15th
[Enlarge/Download Table]

POSITIONS WITH THE COMPANY AND SUBSIDIARIES AND FIVE-YEAR
NAME AND AGE EMPLOYMENT HISTORY
------------------------ ----------------------------------------------------------------
Michael S. Karsner (36) Vice President - Treasurer and Chief Financial Officer of the Company since
February 1995. Vice President and Treasurer of the Company from January 1994 to
February 1995. Vice President and Treasurer of The Black & Decker Corporation
from January 1990 to January 1994. Vice President - Corporate Development of The
Black and Decker Corporation from March 1989 to January 1990.

Thomas C. Leppert (40) Vice President of the Company and President of Castle & Cooke
Properties, Inc. since March 1989.

Patricia A. McKay (37) Vice President - Finance and Controller of the Company since
February 1995. Vice President - Controller of the Company from
August 1991 to February 1995. Controller of Dole Fresh Fruit
Company since October 1988.

Patrick A. Nielson (44) Vice President and General Counsel - Food Operations of the
Company since May 1994. General Counsel - Food Operations of the
Company from July 1991 to May 1994. Vice President and General
Counsel of Dole Fresh Fruit Company since 1983.

J. Brett Tibbitts (39) Vice President and Corporate General Counsel of the Company
since May 1994. General Counsel - Corporate of the Company from
June 1992 to May 1994. Deputy General Counsel of the Company
from January 1990 to June 1992. Assistant General Counsel of the
Company from January 1988 to June 1990.

Roberta Wieman (51) Vice President since February 1995. Executive Assistant to the
Chairman of the Board and Chief Executive Officer from November
1991 to February 1995. Joint proprietor of sportswear outlet
from 1986 to October 1991.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

As of March 17, 1995, there were approximately 15,501 holders of record of
the Company's Common Stock. Additional information required by Item 5 is
contained on pages 26, 27, 30, 35 and 37 of the Dole Annual Report. Such
information is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

There is hereby incorporated by reference the information appearing under
the caption "Results of Operations and Selected Financial Data" on page 35 of
the Dole Annual Report.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

There is hereby incorporated by reference the information appearing under
the caption "Management's Discussion and Analysis of Results of Operations and
Financial Position" on pages 32, 33 and 34 of the Dole Annual Report.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

There is hereby incorporated by reference the information appearing on pages
19 through 31 of the Dole Annual Report. See also Item 14 of this report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no changes in the Company's independent auditors for the
1994 and 1993 fiscal years nor have there been any disagreements with the
Company's independent auditors on accounting principles or practices for
financial statement disclosures.

10-K405 16th Page of 23 TOC 1st Previous Next ↓Bottom Just 16th
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

There is hereby incorporated by reference the information regarding the
Company's directors to appear under the caption "Election of Directors" in the
Company's definitive proxy statement for its 1995 Annual Meeting of Stockholders
(the "1995 Proxy Statement"). See the list of the Company's executive officers
and related information under "Executive Officers of the Registrant", which is
set forth in Part I hereof.

ITEM 11. EXECUTIVE COMPENSATION

There is hereby incorporated by reference the information to appear under
the captions "Remuneration of Directors" and "Compensation of Executive
Officers" in the 1995 Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

There is hereby incorporated by reference the information with respect to
security ownership to appear under the captions "General Information",
"Beneficial Ownership of Certain Stockholders" and "Security Ownership of
Directors and Executive Officers" in the 1995 Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There is hereby incorporated by reference the information to appear under
the caption "Certain Transactions" in the 1995 Proxy Statement.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A) 1. FINANCIAL STATEMENTS:

The following consolidated financial statements are included in the Dole
Annual Report and are incorporated herein by reference:

[Enlarge/Download Table]

ANNUAL
REPORT
PAGES
-----------

Consolidated Statements of Income -- fiscal years ended December 31, 1994, January 1, 1994 and
January 2, 1993............................................................................... 19
Consolidated Balance Sheets -- December 31, 1994 and January 1, 1994........................... 20
Consolidated Statements of Cash Flow -- fiscal years ended December 31, 1994, January 1, 1994
and January 2, 1993........................................................................... 21
Notes to Consolidated Financial Statements..................................................... 22-30
Report of Independent Public Accountants....................................................... 31

2. FINANCIAL STATEMENT SCHEDULES:

[Enlarge/Download Table]

FORM 10-K
PAGES
-----------

Independent Public Accountants' Report on Financial Statement Schedule...................... F-1
Schedule II -- Valuation and Qualifying Accounts............................................ F-2

All other schedules are omitted because they are not applicable, not
required or the information is included elsewhere in the financial
statements or notes thereto.

10-K405 17th Page of 23 TOC 1st Previous Next ↓Bottom Just 17th
3. EXHIBITS:

[Enlarge/Download Table]

EXHIBIT
NO.
---------

3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by reference to Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.

4.1 Credit Agreement dated as of May 10, 1994 among the Company, Citicorp USA, Inc., as Administrative Agent
and Lender and the financial institutions which are Lenders thereunder, relating to the Company's $1
billion revolving credit facility. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 18, 1994, File No.1-4455.

4.2 Indenture dated as of April 15, 1993 between the Company and Chemical Trust Company of California,
relating to $300 million of the Company's senior notes. Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, event date May 6, 1993, File No. 1-4455.

4.3 Indenture dated as of July 15, 1993 between the Company and Chemical Trust Company of California,
relating to $400 million of the Company's senior notes. Incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K, event date July 15, 1993, File No. 1-4455.

4.4 The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of each
instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized
principal amount of which does not exceed 10% of the consolidated assets of the Company and its
subsidiaries.

Executive Compensation Plans and Arrangements -- Exhibits 10.1 - 10.10:

10.1 The Company's 1991 Stock Option and Award Plan. Incorporated by reference to Exhibit 10(a) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991, File No. 1-4455.

10.2 The Company's 1982 Stock Option and Award Plan, as amended. Incorporated by reference to Exhibit 28(a) to
the Company's Report on Form S-8 filed on May 22, 1989, Registration No. 33-28782.

10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective January 1, 1989), First
Restatement. Incorporated by reference to Exhibit 10(c) to Company's Annual Report on Form 10-K for the
fiscal year ended December 29, 1990, File No. 1-4455.

10.4 Bonus Agreement dated as of August 30, 1991 by and between the Company and David A. DeLorenzo, with
promissory note dated September 5, 1991 in the principal amount of $500,000 by David A. DeLorenzo in
favor of the Company. Incorporated by reference to Exhibit 10(e) to the Company's Annual Report on Form
10-K for the fiscal year ended December 28, 1991, File No. 1-4455.

10.5 Employment Agreement between the Company and Gerald W. LaFleur. Incorporated by reference to Exhibit
10(k) to the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1993, File No.
1-4455.

10-K405 18th Page of 23 TOC 1st Previous Next ↓Bottom Just 18th
[Enlarge/Download Table]

EXHIBIT
NO.
---------
10.6 Board of Directors Deferred Compensation Plan. Incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.

10.7 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.

10.9 Dole Food Company, Inc. Executive Deferred Compensation Plan.

11 Computations of earnings per common share.

13 Dole Food Company, Inc. 1994 Annual Report for the fiscal year ended December 31, 1994. (This Report is
furnished for information of the Commission and, except for those portions thereof which are expressly
incorporated by reference herein, is not "filed" as a part of this Annual Report on Form 10-K.)

22 Subsidiaries of Dole Food Company, Inc.

23 Consent of Arthur Andersen LLP.

(b) REPORTS ON FORM 8-K:

No current reports on Form 8-K were filed by the Company during the last
quarter of the year ended December 31, 1994.

10-K405 19th Page of 23 TOC 1st Previous Next ↓Bottom Just 19th
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

DOLE FOOD COMPANY, INC.
Registrant

March 24, 1995 By /s/ DAVID H. MURDOCK

------------------------------------
David H. Murdock
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

[Enlarge/Download Table]

/s/ DAVID H. MURDOCK
---------------------------------------- Chairman of the Board and Chief March 24, 1995
David H. Murdock Executive Officer and Director

/s/ DAVID A. DeLORENZO
---------------------------------------- Executive Vice President and Director March 24, 1995
David A. DeLorenzo

/s/ MICHAEL S. KARSNER Vice President -- Treasurer and Chief
---------------------------------------- Financial and (Principal Financial March 24, 1995
Michael S. Karsner Officer)

/s/ PATRICIA A. McKAY
---------------------------------------- Vice President -- Finance and Controller March 24, 1995
Patricia A. McKay (Principal Accounting Officer)

/s/ ELAINE L. CHAO
---------------------------------------- Director March 24, 1995
Elaine L. Chao

/s/ MIKE CURB
---------------------------------------- Director March 24, 1995
Mike Curb

/s/ RICHARD M. FERRY
---------------------------------------- Director March 24, 1995
Richard M. Ferry

/s/ JAMES F. GARY
---------------------------------------- Director March 24, 1995
James F. Gary

/s/ FRANK J. HATA
---------------------------------------- Director March 24, 1995
Frank J. Hata

10-K405 20th Page of 23 TOC 1st Previous Next ↓Bottom Just 20th
EXHIBIT INDEX

[Enlarge/Download Table]

EXHIBIT
NO. PAGE
--------- -----

3.1 The Restated Articles of Association of the Company, as amended through July 30, 1991.
Incorporated by reference to Exhibit 3(a) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1991, File No. 1-4455. ............................................
3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File
No. 1-4455. ......................................................................................
4.1 Credit Agreement dated as of May 10, 1994 among the Company, Citicorp USA, Inc., as Administrative
Agent and Lender and the financial institutions which are Lenders thereunder, relating to the
Company's $1 billion revolving credit facility. Incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended June 18, 1994, File No.1-4455. .....
4.2 Indenture dated as of April 15, 1993 between the Company and Chemical Trust Company of California,
relating to $300 million of the Company's senior notes. Incorporated by reference to Exhibit 4.1
to the Company's Current Report on Form 8-K, event date May 6, 1993, File No. 1-4455. ............
4.3 Indenture dated as of July 15, 1993 between the Company and Chemical Trust Company of California,
relating to $400 million of the Company's senior notes. Incorporated by reference to Exhibit 4 to
the Company's Current Report on Form 8-K, event date July 15, 1993, File No. 1-4455. .............
4.4 The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of
each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the
authorized principal amount of which does not exceed 10% of the consolidated assets of the Company
and its subsidiaries. ............................................................................
Executive Compensation Plans and Arrangements -- Exhibits 10.1 - 10.10:
10.1 The Company's 1991 Stock Option and Award Plan. Incorporated by reference to Exhibit 10(a) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 28, 1991, File No.
1-4455. ..........................................................................................
10.2 The Company's 1982 Stock Option and Award Plan, as amended. Incorporated by reference to Exhibit
28(a) to the Company's Report on Form S-8 filed on May 22, 1989, Registration No. 33-28782. ......
10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective January 1, 1989), First
Restatement. Incorporated by reference to Exhibit 10(c) to Company's Annual Report on Form 10-K
for the fiscal year ended December 29, 1990, File No. 1-4455. ....................................
10.4 Bonus Agreement dated as of August 30, 1991 by and between the Company and David A. DeLorenzo,
with promissory note dated September 5, 1991 in the principal amount of $500,000 by David A.
DeLorenzo in favor of the Company. Incorporated by reference to Exhibit 10(e) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 28, 1991, File No. 1-4455. .........
10.5 Employment Agreement between the Company and Gerald W. LaFleur. Incorporated by reference to
Exhibit 10(k) to the Company's Annual Report on Form 10-K for the fiscal year ended January 2,
1993, File No. 1-4455. ...........................................................................
10.6 Board of Directors Deferred Compensation Plan. Incorporated by reference to Exhibit 10.12 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No.
1-4455. ..........................................................................................

10-K405 21st Page of 23 TOC 1st Previous Next ↓Bottom Just 21st
[Enlarge/Download Table]

EXHIBIT
NO. PAGE
--------- -----
10.7 Dole Food Company, Inc. Annual Incentive Plan. Incorporated by reference to Exhibit 10.15 to the
Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No.
1-4455. ..........................................................................................

10.8 Dole Food Company, Inc. Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.16 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No.
1-4455. ..........................................................................................
10.9 Dole Food Company, Inc. Executive Deferred Compensation Plan. ....................................
10.15 Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994, File No. 1-4455. ..............................................
10.16 Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 1, 1994, File No. 1-4455. ..............................................
11 Computations of earnings per common share. .......................................................
13 Dole Food Company, Inc. 1994 Annual Report for the fiscal year ended December 31, 1994. (This
Report is furnished for information of the Commission and, except for those portions thereof which
are expressly incorporated by reference herein, is not "filed" as a part of this Annual Report on
Form 10-K.) ......................................................................................
22 Subsidiaries of Dole Food Company, Inc. ..........................................................
23 Consent of Arthur Andersen LLP. ..................................................................

10-K405 22nd Page of 23 TOC 1st Previous Next ↓Bottom Just 22nd
INDEPENDENT PUBLIC ACCOUNTANTS REPORT ON
FINANCIAL STATEMENT SCHEDULE

To the Shareholders and Board of Directors
of Dole Food Company, Inc.:

We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Dole Food Company, Inc.'s
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated January 30, 1995. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the preceding index is the responsibility of the Company's
management and presented for purposes of complying with the Securities and
Exchange Commission's rules and not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements, and in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

Arthur Andersen LLP

Los Angeles, California
January 30, 1995

F-1

10-K405 Last Page of 23 TOC 1st Previous Next ↓Bottom Just 23rd
SCHEDULE II

DOLE FOOD COMPANY, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

[Enlarge/Download Table]

ADDITIONS
BALANCE AT CHARGED TO
BEGINNING COSTS AND BALANCE AT
OF YEAR EXPENSES DEDUCTIONS(A) END OF YEAR
----------- ----------- -------------- -----------

(IN THOUSANDS)
Year Ended December 31, 1994
Allowance for doubtful accounts
Trade receivables...................................... $ 18,396 $ 11,023 $ 4,198 25,221
Notes and other current receivables.................... 9,153 2,562 1,038 10,677
Long-term receivables.................................. 19,384 5,821 11,246 13,959

Year Ended January 1, 1994
Allowance for doubtful accounts
Trade receivables...................................... $ 15,203 $ 7,733 $ 4,540 18,396
Notes and other current receivables.................... 9,706 1,083 1,636 9,153
Long-term receivables.................................. 27,838 4,572 13,026 19,384

Year Ended January 2, 1993
Allowance for doubtful accounts
Trade receivables...................................... $ 13,681 $ 3,148 $ 1,626 15,203
Notes and and other current receivables................ 11,974 3,031 5,299 9,706
Long-term receivables.................................. 22,401 6,633 1,196 27,838
<FN>
------------------------
Note:

(A) Write-off of uncollectible amounts.

F-2

10-K405	1st Page of 23	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

10-K405	2nd Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 2nd

10-K405	3rd Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 3rd

10-K405	4th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 4th

10-K405	5th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 5th

10-K405	6th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 6th

10-K405	7th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 7th

10-K405	8th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 8th

10-K405	9th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 9th

10-K405	10th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 10th

10-K405	11th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 11th

10-K405	12th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 12th

10-K405	13th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 13th

10-K405	14th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 14th

10-K405	15th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 15th

10-K405	16th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 16th

10-K405	17th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 17th

10-K405	18th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 18th

10-K405	19th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 19th

10-K405	20th Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 20th

10-K405	21st Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 21st

10-K405	22nd Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 22nd

10-K405	Last Page of 23	TOC	1st	Previous	Next	↓Bottom	Just 23rd

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K405’ Filing	Date	First	Last	Other Filings

Filed on:	3/30/95
	3/24/95	19
	3/17/95	1	15
	3/15/95	14
	3/7/95	3	5
	1/30/95	22
	1/5/95	3	5
For Period End:	12/31/94	1	23
	6/18/94	17	20	10-Q
	5/10/94	17	20
	1/1/94	16	23	10-K
	7/15/93	17	20
	5/6/93	17	20
	4/15/93	17	20
	3/25/93	17	20
	1/2/93	16	23
				List all Filings

↑Top

Filing Submission 0000912057-95-001892 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Dole Food Co Inc – ‘10-K405’ for 12/31/94

As of: Thursday, 3/30/95 · For: 12/31/94 · Accession #: 912057-95-1892 · File #: 1-04455

Previous ‘10-K405’: None · Next: ‘10-K405’ on 4/3/98 for 1/3/98 · Latest: ‘10-K405’ on 3/29/02 for 12/29/01

Annual Report — [x] Reg. S-K Item 405 — Form 10-KFiling Table of Contents

10-K405 — Annual Report — [x] Reg. S-K Item 405Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents

10-K405 — Annual Report — [x] Reg. S-K Item 405
Document Table of Contents