Castle & Cooke Inc/HI – ‘S-8’ on 7/23/99

On:  Friday, 7/23/99   ·   Effective:  7/23/99   ·   Accession #:  902595-99-135   ·   File #:  333-83661

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement                                 7     25K 
 2: EX-5        Opinion of Goodsill Anderson Quinn & Stifel            2±     8K 
 3: EX-23       Consent of Independent Public Accountants              1      5K 

S-8   —   Registration Statement
Document Table of Contents

S-8
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As filed with the Securities and Exchange Commission on July 23, 1999.          
                                 Registration No. 333-____

SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C. 20549                
--------------------              
FORM S-8                
REGISTRATION STATEMENT                
UNDER               
THE SECURITIES ACT OF 1933                
--------------------              
CASTLE & COOKE, INC.            
(Exact name of registrant as specified in its charter)                
--------------------              
Hawaii                                   77-0412800                 
(State or other jurisdiction of             (I.R.S. Employer                    
incorporation or organization)            Identification No.)                   

10900 Wilshire Boulevard                  
Los Angeles, California  90024                
(Address of principal executive offices)                

Castle & Cooke, Inc.                
Amended and Restated 1995 Stock Option and Award Plan               
(Full title of the plan)                

Castle & Cooke, Inc.                
10900 Wilshire Boulevard                
Los Angeles, California  90024                
(310) 208-3636                
(Name, address, and telephone number, including area code, of               
agent for service)                
___________________               

Copy To:                
Diana L. Walker, Esq.               
O'Melveny & Myers LLP               
400 South Hope Street               
Los Angeles, California  90071-2889               

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                                                                [Download Table]


                CALCULATION  OF REGISTRATION  FEE                           
============================================================================
                                                                            
                                  Proposed     Proposed                     
                                  maximum      maximum                      
Title of           Amount         offering     aggregate       Amount of    
Securities         to be          price        offering        registration 
to be registered   registered     per unit     price           fee          
----------------------------------------------------------------------------
Common Stock,      1,000,000      $15.94<2>    $15,937,500<2>  $4,430.63<2> 
no par value       shares<1>                                                

============================================================================
<FN>                                                                        
<1>   This Registration Statement covers, in addition to the                
      number of shares of Common Stock stated above, options and            
      other rights to purchase or acquire the shares of Common              
      Stock covered by the Prospectus and, pursuant to Rule                 
      416(c) under the Securities Act of 1933, as amended, an               
      additional indeterminate number of shares which by reason             
      of certain events specified in the Plan may become subject            
      to the Plan.                                                          

<2>   Pursuant to Rule 457(h), the maximum offering price, per              
      share and in the aggregate, and the registration fee were             
      calculated based upon the average of the high and low                 
      prices of the Common Stock as reported on the New York                
      Stock Exchange and published in the Western Edition of the            
      Wall Street Journal on July 20, 1999, a date within five              
      business days prior to the filing of this Registration                
      Statement.                                                            

The Exhibit Index included in this Registration Statement follows           
the signature page.                                                         

</FN>                                                                       

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PART I                

INFORMATION REQUIRED IN THE               
SECTION 10(a) PROSPECTUS                

The documents containing the information specified in       
Part I of Form S-8 (plan information and registrant information)                
will be sent or given to employees as specified by Securities and               
Exchange Commission Rule 428(b)(1).  Such documents need not be                 
filed with the Securities and Exchange Commission either as part                
of this Registration Statement or as prospectuses or prospectus                 
supplements pursuant to Rule 424 of the Securities Act of 1933.                 
These documents, which include the statement of availability                    
required by Item 2 of Form S-8, and the documents incorporated by               
reference in this Registration Statement pursuant to Item 3 of                  
Form S-8 (Part II hereof), taken together, constitute a                         
prospectus that meets the requirements of Section 10(a) of the                  
Securities Act of 1933.                                                         

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PART II               

INFORMATION REQUIRED IN THE               
REGISTRATION STATEMENT                

Item 3.  Incorporation of Certain Documents by Reference                        

The following documents of Castle & Cooke, Inc. (the        
"Company") filed with the Securities and Exchange Commission are                
incorporated herein by reference:                                               

(a)  Annual Report on Form 10-K for the Company's           
fiscal year ended December 31, 1998;                                  

(b)  Company Quarterly Report on Form 10-Q for the          
quarter ended March 31, 1999 and all other reports filed by           
the Company pursuant to Section 13(a) or 15(d) of the                 
Securities and Exchange Act of 1934, as amended (the                  
"Exchange Act") since the end of the fiscal year covered by           
the Annual Report referred to above;                                  

(c)  Company's Registration Statement No. 333-502 on        
Form S-8, as filed with the Commission on January 19, 1996,           
relating to the Company's 1995 Stock Option and Award Plan;           
and                                                                   

(d)  the description of the Company's Common Stock          
contained in its Registration Statement filed on Form 10              
dated October 17, 1995, as amended December 1, 1995 and               
December 14, 1995 (reg. No. 1-14020), and any amendment or            
report filed for the purpose of updating such description.            

All documents subsequently filed by the Company pursuant to                     
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to                
the filing of a post-effective amendment which indicates that all               
securities offered hereby have been sold or which deregisters all               
securities then remaining unsold shall be deemed to be                          
incorporated by reference into the prospectus and to be a part                  
hereof from the date of filing of such documents.  Any statement                
contained herein or in a document, all or a portion of which is                 
incorporated or deemed to be incorporated by reference herein,                  
shall be deemed to be modified or superseded for purposes of this               
Registration Statement 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 such statement so modified or                   
superseded shall not be deemed, except as so modified or amended,               
to constitute a part of this Registration Statement.                            

Item 8.  Exhibits                                                               

See the attached Exhibit Index.                                 

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SIGNATURES                

Pursuant to the requirements of the Securities Act of       
1933, the registrant certifies that it has reasonable grounds to                
believe that it meets all of the requirements for filing on Form                
S-8 and has duly caused this Registration Statement to be signed                
on its behalf by the undersigned, thereunto duly authorized, in                 
the City of Los Angeles, State of California, on July 22, 1999.                 

CASTLE & COOKE, INC.

        By:    /s/  David H. Murdock
                      ----------------------------
                    David H. Murdock
                             Chairman of the Board and
                           Chief Executive Officer

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POWER OF ATTORNEY               

Each person whose signature appears below constitutes       
and appoints Roberta Wieman and Kevin R. Shaney his true and                    
lawful attorneys-in-fact and agents, each acting alone, with full               
powers of substitution and resubstitution, for him or her and in                
his or her name, place and stead, in any and all capacities, to                 
sign any and all amendments (including post-effective amendments)               
to this Registration Statement, and to file the same, with all                  
exhibits thereto, and other documents in connection therewith,                  
with the Securities and Exchange Commission, granting unto said                 
attorneys-in-fact and agents, each acting alone, full power and                 
authority to do and perform each and every act and thing                        
requisite and necessary to be done in and about the premises, as                
fully to all intents and purposes as he or she might or could do                
in person, hereby ratifying and confirming all that said                        
attorneys-in-fact and agents, each acting alone, or his or her                  
substitute or substitutes, may lawfully do or cause to be done by               
virtue hereof.                                                                  

Pursuant to the requirements of the Securities Act of       
1933, this Registration Statement has been signed below by the                  
following persons in the capacities and on the dates indicated.                 

                                                                [Download Table]

                                                                             
     Signature                       Title                          Date     
     ---------                       -----                          ----     

  /s/  David H. Murdock         Chairman of the Board           July 22, 1999
---------------------------     Chief Executive Officer                      
    David H. Murdock            and Director (Director and                   
                                principal executive officer)                 

  /s/  Edward C. Roohan         Vice President, Treasurer       July 22, 1999
---------------------------     and Chief Financial Officer                  
    Edward C. Roohan            (Principal financial officer)                

  /s/ Scott J. Blechman         Vice President and Corporate    July 22, 1999
---------------------------     Controller (Principal                        
    Scott J. Blechman           accounting officer)                          

  /s/ Patrick J. Birmingham     Director                        July 22, 1999
---------------------------                                                  
    Patrick J. Birmingham                                                    

  /s/ Wallace S. Miyahira       Director                        July 22, 1999
---------------------------                                                  
    Wallace S. Miyahira                                                      

  /s/ Lynn Scott Safrit         Director                        July 22, 1999
----------------------------                                                 
    Lynne Scott Safrit                                                       


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EXHIBIT INDEX               

Exhibit                                                                         
Number                   Description                                            
---------                -----------                                            

4.1       Castle & Cooke, Inc. Amended and Restated 1995 Stock                  
Option and Award Plan (filed as Exhibit 10.2 to the         
Company's Annual Report on Form 10-K filed with the         
SEC on March 25, 1999 and incorporated herein by            
reference).                                                 

5.        Opinion of Goodsill Anderson Quinn & Stifel dated                     
July 23, 1999 regarding the legality of the Common          
Stock to be issued.                                         

23.1      Consent of Independent Public Accountants (Arthur                     
Andersen LLP), dated July 22, 1999.                         

23.2      Consent of Goodsill Anderson Quinn & Stifel (included                 
in Exhibit 5).                                              

24.1      Powers of Attorney (included in this Registration                     
Statement under "Signatures").                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		7/23/99		1		7
		7/22/99		5		7
		7/20/99		2
		3/31/99		4					10-Q
		3/25/99		7					10-K
		12/31/98		4					10-K
		1/19/96		4
		12/14/95		4
		12/1/95		4
		10/17/95		4
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