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Murdock David H, et al. – ‘SC 13D/A’ on 9/4/12 re: Dole Food Co Inc

On:  Tuesday, 9/4/12, at 6:10am ET   ·   Accession #:  1193125-12-378175   ·   File #:  5-33795

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

 9/04/12  Murdock David H                   SC 13D/A               1:61K  Dole Food Co Inc                  RR Donnelley/FA
          Castle & Cooke Holdings, Inc.
          Castle & Cooke Investments, Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML     39K 
                          Ownership                                              

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 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 13d-7 for other parties to whom copies are to be sent.

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).

This Amendment No. 11 (the “Amendment”) amends and supplements the Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on November 9, 2009 by the Reporting Persons, as previously amended. This Amendment, and the Original Schedule 13D, relate to the shares of Common Stock, par value $0.001 per share (“Common Stock”) of Dole Food Company, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at One Dole Drive, Westlake Village, California 91362. Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Original Schedule 13D. Except as amended and supplemented by this Amendment, the Original Schedule 13D, as previously amended, is not amended or supplemented in any respect.

Item 5. Interest in Securities of the Issuer

The response to Item 5 as previously amended is amended to add the following language:

On August 31, 2012, Mr. Murdock determined not to deliver a notice to the Trustees of the Dole Automatic Common Exchange Security Trust (the “MACES Trust”) electing to use the cash settlement alternative provided in Section 2.3 (d) of the Forward Purchase Agreement dated as of October 22, 2009 between him and the MACES Trust. As a result, the securities issued by the MACES Trust (“MACES Securities”), except for those Mr. Murdock owns, will remain exchangeable on November 1, 2012 for shares of Dole Common Stock in the ratio determined pursuant to the Forward Purchase Agreement. Mr. Murdock owns certain securities issued by the MACES Trust and intends to deliver those securities that he owns to the MACES Trust for cancellation. As a result, some shares pledged to the MACES Trust will be delivered to the holders of MACES Securities and the remainder will be released from that pledge and retained by Mr. Murdock. Mr. Murdock and the trustees of the MACES Trust will instruct delivery of pledged shares needed to settle the securities issued by the MACES Trust in shares of Dole Common Stock. Mr. Murdock can give no assurance that the shares received in settlement of the MACES Securities will be freely tradable. As noted in the original offering memorandum, the MACES Securities and any shares received in exchange for them may be subject to limitations on transfer under federal or state securities laws.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 31, 2012

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
		11/1/12
Filed on:		9/4/12
		8/31/12
		6/30/12
		11/9/09
		10/22/09		3,  4,  S-1/A
				List all Filings

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Filing Submission 0001193125-12-378175   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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