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As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/28/13 Merion Investment Management LP SC 13G 1:75K Dole Food Co Inc Schulte Roth & Z… LLP/FA |
Document/Exhibit Description Pages Size 1: SC 13G Dole Food Company, Inc. HTML 45K
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
|
| |
| SCHEDULE 13G | |
|
| |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. )* | |
|
Dole Food Company, Inc. | |
| (Name of Issuer) | |
|
Common Stock, $0.001 par value | |
| (Title of Class of Securities) | |
| (CUSIP Number) | |
| (Date of event which requires filing of this statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: | |
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 8 Pages) | |
______________________________
* 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 the disclosures provided in a prior cover page.
The information required in 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 (the "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).
C:
| CUSIP No. 256603101 | SCHEDULE 13G | Page C: 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS Merion Investment Management LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||||
| 3 | SEC USE ONLY | |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER - 0 - | ||||
| 6 |
SHARED VOTING POWER 7,510,890 | |||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||||
| 8 |
SHARED DISPOSITIVE POWER 7,510,890 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,510,890 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% | |||||
| 12 |
TYPE OF REPORTING PERSON PN | |||||
C:
| CUSIP No. 256603101 | SCHEDULE 13G | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||||
| 3 | SEC USE ONLY | |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER - 0 - | ||||
| 6 |
SHARED VOTING POWER 7,510,890 | |||||
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |||||
| 8 |
SHARED DISPOSITIVE POWER 7,510,890 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,510,890 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.3% | |||||
| 12 |
TYPE OF REPORTING PERSON IN | |||||
C:
| CUSIP No. 256603101 | SCHEDULE 13G | Page 4 of 8 Pages |
| Item 1(a). | NAME OF ISSUER. |
| The name of the issuer is Dole Food Company, Inc. (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Company's principal executive offices are located at One Dole Drive, Westlake Village, California 91362. |
| Item 2(a). | NAME OF PERSON FILING: |
| This statement is filed by: | ||
| (i) | Merion Investment Management LP, a Delaware limited partnership ("Merion Investment Management"), with respect to the Shares directly held by Merion Capital LP, a Delaware limited partnership (the "Merion Fund") and Merion Capital II LP, a Delaware limited partnership (the "Merion II Fund"); and | |
| (ii) | Mr. Andrew Barroway ("Mr. Barroway") with respect to the Shares directly held by the Merion Fund and the Merion II Fund. | |
| The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." | ||
| Merion Investment Management serves as the investment manager to the Merion Fund and the Merion II Fund. Merion Capital Partners LP, a Delaware limited partnership, is the general partner of the Merion Fund and the Merion II Fund (the "General Partner"). The general partner of the General Partner is MC Investment Management LLC ("MC"). The general partner of Merion Investment Management is Merion Investment Management LLC ("Merion LLC"). Mr. Barroway is the sole member of each of MC and Merion LLC. The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Shares reported herein. | ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is c/o Merion Investment Management LP, 280 King of Prussia Rd., Radnor, PA 19087. |
| Item 2(c). | CITIZENSHIP: |
| Merion Investment Management is a Delaware limited partnership. Mr. Barroway is a citizen of the United States. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Common Stock, $0.001 par value (the "Shares"). |
C:
| CUSIP No. 256603101 | SCHEDULE 13G | Page 5 of 8 Pages |
| Item 2(e). | CUSIP NUMBER: |
| 256603101 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | ¨ |
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); | |
| (j) | ¨ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:___________________________________________ | |
| Item 4. | OWNERSHIP. |
| The percentages used herein are calculated based upon 90,329,748 Shares outstanding, which reflects the number of Shares outstanding as of September 27, 2013, as reported in the Company's Definitive Proxy Statement filed on Schedule 14A on October 3, 2013. | ||
C:
| CUSIP No. 256603101 | SCHEDULE 13G | Page 6 of 8 Pages |
| A. | Merion Investment Management: | ||||
| (a) | Amount beneficially owned: 7,510,890 Shares | ||||
| (b) | Percent of class: 8.3% | ||||
| (c) | (i) | Sole power to vote or direct the vote: 0 | |||
| (ii) | Shared power to vote or direct the vote: 7,510,890 Shares | ||||
| (iii) | Sole power to dispose or direct the disposition: 0 | ||||
| (iv) | Shared power to dispose or direct the disposition: 7,510,890 Shares | ||||
| B. | Mr. Barroway: | ||||
| (a) | Amount beneficially owned: 7,510,890 Shares | ||||
| (b) | Percent of class: 8.3% | ||||
| (c) | (i) | Sole power to vote or direct the vote: 0 | |||
| (ii) | Shared power to vote or direct the vote: 7,510,890 Shares | ||||
| (iii) | Sole power to dispose or direct the disposition: 0 | ||||
| (iv) | Shared power to dispose or direct the disposition: 7,510,890 Shares | ||||
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
| Not applicable. |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Not applicable. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| Item 10. | CERTIFICATION. |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
C:
| CUSIP No. 256603101 | SCHEDULE 13G | Page 7 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: October 28, 2013
| merion investment management lp | |||||||
| By: Merion Investment Management LLC, its general partner | |||||||
| By: | /s/ Andrew Barroway | ||||||
| Name: Andrew Barroway | |||||||
| Title: Managing Member | |||||||
| /s/ Andrew Barroway | |||||||
| ANDREW BARROWAY | |||||||
C:
| CUSIP No. 256603101 | SCHEDULE 13G | Page 8 of 8 Pages |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: October 28, 2013
| merion investment management lp | ||||||||
| By: Merion Investment Management LLC, its general partner | ||||||||
| By: | /s/ Andrew Barroway | |||||||
| Name: Andrew Barroway | ||||||||
| Title: Managing Member | ||||||||
| /s/ Andrew Barroway | ||||||||
| ANDREW BARROWAY | ||||||||
| This ‘SC 13G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/28/13 | |||
| 10/16/13 | ||||
| 10/3/13 | CORRESP, DEFM14A, PRER14A, SC 13E3/A, UPLOAD | |||
| 9/27/13 | ||||
| List all Filings | ||||