Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 10 39K
Ownership
2: EX-1 Agreement to File Schedule 13D 1 7K
3: EX-2 Ltr From David H. Murdock Dated March 29, 2000 2± 9K
4: EX-3 Press Release Dated March 29, 2000 1 7K
SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
--------------------------
CASTLE & COOKE, INC.
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
148433105
(CUSIP Number of Class of Securities)
Roberta Wieman
10900 Wilshire Boulevard
Los Angeles, California 90024
(310) 208-6055
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on behalf of Filing Persons)
March 29, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1
SCHEDULE 13D
CUSIP No. 148433105
1 NAME OF REPORTING PERSON
David H. Murdock
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,643,933
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,643,933
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,643,933
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14 TYPE OF REPORTING PERSON*
IN
2
SCHEDULE 13D
CUSIP No. 148433105
1 NAME OF REPORTING PERSON
Flexi-Van Leasing, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,643,933
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,643,933
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,643,933
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14 TYPE OF REPORTING PERSON*
CO
3
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission on or
around January 4, 1996 (the "Original Schedule"), and amended on February 12,
1996, by the Reporting Persons, relating to the common stock, no par value
("Shares"), of Castle & Cooke, Inc., a Hawaii corporation ("Issuer"), is amended
to furnish the additional information set forth herein. The principal executive
offices of the Issuer are located at 10900 Wilshire Boulevard, 16th Floor, Los
Angeles, California 90024.
Item 2. Identity and Background
The Original Schedule was filed by David H. Murdock, Flexi-Van Leasing, Inc.
("Flex Leasing"), Flexi-Van Corporation and Flexi-Van Delaware, Inc. In December
1996, Flexi-Van Corporation and Flexi-Van Delaware, Inc. were merged with and
into Flex Leasing, the surviving corporation in the mergers. This Amendment No.
2 to Schedule 13D is filed by David H. Murdock and Flex Leasing. The business
address of Mr. Murdock is 10900 Wilshire Boulevard, 16th Floor, Los Angeles,
California 90024. The business address of Flex Leasing is 251 Monroe Avenue,
Kenilworth, New Jersey 07033.
Mr. Murdock is a Director, Chairman of the Board and Chief Executive Officer of
Issuer, which owns, operates and develops residential and commercial real estate
and resorts, and of Dole Food Company, Inc. ("Dole"), a producer and marketer of
fresh fruit and vegetables, fresh flowers, packaged fruit and nuts.
Mr. Murdock is a Director, Chairman of the Board and Chief Executive Officer of
Flex Leasing. Flex Leasing, which is controlled by Mr. Murdock, operates a
chassis leasing business.
Mr. Murdock is the sole proprietor of a number of companies and sole shareholder
of a number of corporations which are engaged in the businesses of commercial
real estate development, financial investments, mining and processing
nonmetallic aggregates, manufacturing vitrified clay products and warehousing
operations with principal offices in Los Angeles, California.
Additional information concerning Mr. Murdock and Flex Leasing, the persons
filing this Statement, is set forth in the attached Schedule A.
Item 3. Source and Amount of Funds and Other Consideration
The Shares which are the subject of this filing were received pursuant to a
dividend distribution on December 28, 1995 ("Distribution Date") of all of the
Common Stock of Issuer by Dole to Dole's shareholders of record on December 20,
1995 ("Record Date"). Each shareholder of Dole received one share of Issuer's
Common Stock for every three shares of Dole common stock owned on the Record
Date.
4
Item 4. Purpose of the Transaction
On March 29, 2000, David H. Murdock submitted a proposal to the Board of
Directors of Castle & Cooke, Inc. pursuant to which Flex Leasing or another
corporation owned by Mr. Murdock would acquire all of the outstanding shares of
common stock of Castle & Cooke, Inc. not already owned by David H. Murdock, Flex
Leasing, or their affiliates, for $17 per share in cash.
The proposal contemplates the negotiation and execution of a binding agreement,
which will contain customary terms and conditions for transactions of this type.
David H. Murdock has reserved the right to terminate the proposal if a
definitive agreement has not been executed by May 15, 2000. In connection with
the proposal, Mr. Murdock has engaged Deutsche Bank to advise on the transaction
and has received a "highly confident" letter from Deutsche Bank with respect to
the financing necessary to consummate the proposed transaction.
IMPORTANT INFORMATION: A MERGER OR TENDER OFFER FOR THE OUTSTANDING SHARES OF
CASTLE & COOKE, INC. COMMON STOCK HAS NOT YET COMMENCED. IF A MERGER OR TENDER
OFFER COMMENCES, EACH SECURITY HOLDER OF CASTLE & COOKE, INC. SHOULD READ THE
PROXY STATEMENT OR TENDER OFFER STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER OR TENDER OFFER. ONCE A
FILING IS MADE, SECURITY HOLDERS OF CASTLE & COOKE, INC. CAN OBTAIN THE PROXY
STATEMENT OR TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR FREE ON THE SECURITIES AND EXCHANGE
COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV. SECURITY HOLDERS OF CASTLE & COOKE,
INC. MAY ALSO OBTAIN COPIES OF THE PROXY STATEMENT OR TENDER OFFER STATEMENT AND
OTHER DOCUMENTS THAT ARE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
FREE BY CONTACTING FLEXI-VAN LEASING, INC., WHEN THE DOCUMENTS BECOME AVAILABLE.
This summary of Mr. Murdock's proposal to the Board of Directors of Castle &
Cooke, Inc. does not purport to be complete and is qualified in its entirety by
reference to the complete text of the proposal letter attached as Exhibit 2
hereto. Attached as Exhibit 3 is a copy of the press release issued by Flex
Leasing in connection with the proposal. Exhibits 2 and 3 are incorporated
herein by reference.
Based on his continuing evaluation of Castle & Cooke, Inc., alternative
investment opportunities and all other factors deemed relevant, Mr. Murdock
reserves the right to sell his shares of stock of Castle & Cooke, Inc.
Item 5. Interest in Securities of the Issuer
As of the close of business on March 29, 2000, Mr. Murdock has beneficial
ownership of 4,643,933 (approximately 27.0%) of the outstanding shares of Castle
& Cooke, Inc. Common Stock. Of such shares, 4,501,310 shares (approximately
26.2%) are held by Flex Leasing, which is controlled by Mr. Murdock, 115,667
shares (less than 1%) may be acquired by Mr. Murdock through the exercise of
stock options which are exercisable within sixty (60) days of March 29, 2000,
and 26,956 shares (less than 1%) are owned by Mr. Murdock's sons. As permitted
by Rule 13d-4, Mr. Murdock disclaims beneficial ownership within the meaning of
Sections 13(d) or 13(g) of the Securities Exchange Act of 1934 ("1934 Act") of
the 26,956 shares of Castle & Cooke, Inc. Common Stock owned by his sons.
As of the close of business on March 29, 2000, Ms. Roberta Wieman, a Director
and Assistant Secretary of Flex Leasing, owns 2,113 shares (less than 1%) of the
Common Stock of Castle & Cooke, Inc. and may acquire 24,667 shares (less than
1%) of the Common Stock of Castle & Cooke, Inc. through the exercise of stock
options which are exercisable within sixty (60) days of March 29, 2000. Except
as specified in this Item 5, none of the persons filing this Statement
5
nor to the best of their knowledge the officers or directors or any associate of
any of them, owns or had any right to acquire, directly or indirectly, any
shares of Castle & Cooke, Inc. Common Stock in the past sixty days. None of the
persons filing this Statement, nor to their best knowledge, any of their
associates or affiliates has effected any transactions in the Common Stock of
Castle & Cooke, Inc. in the past sixty days.
Mr. Murdock makes the investment decisions and directs the voting of proxies
relating to the Castle & Cooke, Inc. securities held by Flex Leasing. In view of
the investment and voting power vested in him, Mr. Murdock should be deemed a
beneficial owner for purposes of Section 13(d) of the 1934 Act of these
securities.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Certain of the shares of the Issuer beneficially owned by Mr. Murdock have been
pledged to secure the borrowings under lines of credit with several banks which
were entered into in the ordinary course of business. The number of securities
pledged may vary from time to time.
Except as discussed in this Schedule 13D, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Flex Leasing and
Mr. Murdock or to the best of their knowledge, the officers or directors of Flex
Leasing or the associates of Flex Leasing and Mr. Murdock or between any of such
persons and any other person, with respect to any securities of Issuer.
ITEM 7. Material to be Filed as Exhibits
1. Agreement to file Schedule 13D (and such amendments as may become
necessary) with respect to the Common Stock of Castle & Cooke, Inc.,
dated January 4, 1996 among Flexi-Van Corporation, Flexi-Van Leasing,
Inc., Flexi-Van Delaware, Inc. and David H. Murdock.*
2. Letter from David H. Murdock to Board of Directors of Castle & Cooke,
Inc. dated March 29, 2000
3. Press Release dated March 29, 2000
* In December 1996, Flexi-Van Corporation and Flexi-Van Delaware, Inc. were
merged into Flexi-Van Leasing, Inc., the surviving corporation in such mergers.
6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 31, 2000
Flexi-Van Leasing, Inc.
By: /s/ David H. Murdock
-------------------------
David H. Murdock
Chairman of the Board and
Chief Executive Officer
By: /s/ David H. Murdock
-------------------------
David H. Murdock,
as an individual
[Signature Page of the Amendment No. 2 to Schedule 13D with respect to
Castle & Cooke, Inc.]
7
SCHEDULE A
DAVID H. MURDOCK AND FLEXI-VAN LEASING, INC.
The directors and executive officers of Flexi-Van Leasing, Inc., a Delaware
corporation ("Flex Leasing"), their present principal occupations or
employments, their citizenship and their business and/or residence addresses are
as follows:
Mr. David H. Murdock is a Director, the Chairman of the Board and Chief
Executive Officer of Flex Leasing. Mr. Murdock is the sole proprietor of a
number of companies and sole shareholder of a number of corporations which are
engaged in the businesses of commercial real estate development, financial
investments, mining and processing nonmetallic aggregates, manufacturing
vitrified clay products and warehousing operations with principal offices in Los
Angeles, California. He is a Director, the Chairman of the Board and Chief
Executive Officer of Dole Food Company, Inc. ("Dole") and of Castle & Cooke,
Inc. The business address of Mr. Murdock is 10900 Wilshire Boulevard, Los
Angeles, California 90024. Mr. Murdock is a United States citizen.
Mr. David H. Murdock, Jr. is a Director of Flex Leasing. He is owner, Chief
Executive Officer and President of JEDCO Associates, Inc., a residential
development company. He is also a director of various privately held companies
owned by Mr. David H. Murdock. His business address is 10900 Wilshire Boulevard,
Los Angeles, California 90024. Mr. Murdock is a United States citizen.
Mr. Justin M. Murdock is a Director of Flex Leasing. His business address is
10900 Wilshire Boulevard, Los Angeles, California 90024. Mr. Murdock is a United
States citizen.
Ms. Roberta Wieman is a Director and Assistant Secretary of Flex Leasing. She is
also the Vice President and Corporate Secretary of Castle & Cooke, Inc., Vice
President of Dole, and an officer and/or director of various privately held
companies of Mr. David H. Murdock. Her business address is 10900 Wilshire
Boulevard, Los Angeles, California 90024. Ms. Wieman is a United States citizen.
Mr. Scott A. Griswold is Director and Vice President and Treasurer of Flex
Leasing. He also serves as an officer and/or director of a number of Mr. David
H. Murdock's privately held companies. Mr. Griswold's business address is 10900
Wilshire Boulevard, Los Angeles, California 90024. Mr Griswold is a United
States citizen.
Mr. George M. Elkas is a Director, President and Chief Operating Officer of Flex
Leasing. His business address is 251 Monroe Avenue, Kenilworth, New Jersey
07033. Mr. Elkas is a United States citizen.
Mr. William D. Burns is Executive Vice President of Flex Leasing. Mr. Burns,
whose business address is 251 Monroe Avenue, Kenilworth, New Jersey 07033, is a
United States citizen.
Mr. Bernard J. Vaughan is Senior Vice President, General Counsel and Corporate
Secretary of Flex Leasing. Mr. Vaughan, whose business address is 251 Monroe
Avenue, Kenilworth, New Jersey 07033, is a United States citizen.
Mr. Jeffrey M. Heck is Vice President, Chief Financial Officer and Assistant
Secretary of Flex Leasing. Mr. Heck's business address is 251 Monroe Avenue,
Kenilworth, New Jersey 07033. He is a United States citizen.
During the last five years, neither Flex Leasing nor any of its executive
officers or directors has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor were any of them a party to a
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civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
of such laws.
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EXHIBIT INDEX
[Download Table]
Exhibit
Number Description
------ -----------
1. Agreement to file Schedule 13D (and such amendments as may
become necessary) with respect to the Common Stock of Castle &
Cooke, Inc., dated January 4, 1996 among Flexi-Van
Corporation, Flexi-Van Leasing, Inc., Flexi-Van Delaware, Inc.
and David H. Murdock.*
2. Letter from David H. Murdock to Board of Directors of Castle &
Cooke, Inc. dated March 29, 2000
3. Press Release dated March 29, 2000
* In December 1996, Flexi-Van Corporation and Flexi-Van Delaware, Inc. were
merged into Flexi-Van Leasing, Inc., the surviving corporation in such mergers.
Dates Referenced Herein and Documents Incorporated by Reference
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