================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
SCHEDULE 14D-9/A
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
CASTLE & COOKE, INC.
(Name of Subject Company)
CASTLE & COOKE, INC.
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
148433105
(CUSIP Number of Class of Securities)
------------------------
EDWARD C. ROOHAN
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
CASTLE & COOKE, INC.
10900 WILSHIRE BOULEVARD
LOS ANGELES, CA 90024
(310) 208-6055
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)
COPY TO:
ANDREW E. BOGEN, ESQ. CHARLES F. NIEMETH, ESQ.
GIBSON, DUNN & CRUTCHER, LLP O'MELVENY & MYERS, LLP
333 SOUTH GRAND AVENUE, SUITE 4800 153 EAST 53RD STREET
LOS ANGELES, CA 90071 NEW YORK, NY 10022-4611
(213) 229-7000 (212) 326-2000
/_/ Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer
INTRODUCTION
This Amendment No. 2 amends and supplements the Solicitation and
Recommendation Statement on Schedule 14D-9 (the "Solicitation Statement")
filed on May 31, 2000 and subsequently amended by Castle & Cooke, Inc. a
Hawaii corporation (the "Company") and relates to an Offer by Castle
Acquisition Company, Inc. a Hawaii Corporation ("Purchaser") and a
wholly-owned subsidiary of Castle & Cooke Holdings, Inc., a Delaware
corporation ("Parent") and a wholly-owned subsidiary of Flexi-Van Leasing,
Inc., a Delaware corporation ("FLX") which is 100% owned by David H. Murdock,
to purchase all of the outstanding shares of common stock, having no par
value (the "Shares"), of the Company, at a purchase price of $18.50 per Share
("Offer Price"), net to the seller in cash, without interest, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated May
31, 2000, (the "Original Offer") and in the related Letter of Transmittal,
copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to
the Solicitation Statement.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSONS.
Item 2 of the Solicitation Statement is supplemented by adding the following
information thereto:
On June 22, 2000, Purchaser and Parent amended the Offer to increase
the Offer Price from $18.50 per Share to $19.25 per Share as contemplated by
the terms of a proposed settlement of eight purported class action lawsuits
filed against the Company, FLX and Mr. Murdock, among other parties, relating
to the Offer and the Merger. The Offer to Purchase was supplemented by a
First Supplement to Offer to Purchase For Cash, dated June 28, 2000
("Supplement"), which reflects the increase in the Offer Price, certain other
conditions and other additional information. The Supplement is filed as
Exhibit 99(a)(18) to the Amendment No. 2 to the Tender Offer Statement filed
by the Purchaser on June 28, 2000 ("Revised Schedule TO"). The Original
Offer, as revised by the Supplement, is referred to herein as the "Revised
Offer." The increase in the Offer Price and the additional conditions are
reflected in the Amendment to Agreement and Plan of Merger, dated as of June
27, 2000, among Parent, Purchaser, FLX and the Company (the "Amendment").
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 3 of the Solicitation Statement is supplemented by adding the following
information thereto:
THE MERGER AGREEMENT
The summary of the Amendment and the description of the conditions
of the Revised Offer contained in Section 5 of the Supplement and filed as
Exhibit 99(a)(18) to the Revised Schedule TO are incorporated herein by
reference. Section 5 of the Supplement also discusses the Company's new
Deferred Compensation Plan and the Merger related feature of that plan.
2
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 of the Solicitation Statement is supplemented by adding the following
information thereto:
BACKGROUND OF THE OFFER; CONTACTS WITH PARENT
The description of the Background of the Revised Offer contained in
Section 2 of the Supplement and filed as Exhibit 99(a)(18) to the Revised
Schedule TO is incorporated herein by reference.
REASONS FOR THE RECOMMENDATION OF THE SPECIAL COMMITTEE AND THE BOARD OF
DIRECTORS.
The reasons for the recommendation of the Special Committee and the
Board of Directors contained in Section 3 of the Supplement and filed as
Exhibit 99(a)(18) to the Revised Schedule TO is incorporated herein by
reference.
ITEM 8. ADDITIONAL INFORMATION
Item 8 of the Solicitation Statement is supplemented by adding the
following information thereto:
On June 8, 2000, the Company was granted early termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, by the United States Federal Trade Commission.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Solicitation Statement is supplemented by adding the following
information thereto:
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------------------
(a)(10) First Supplement, dated June 28, 2000, to Offer to
Purchase for Cash dated May 31, 2000, (incorporated
herein by reference to Exhibit 99(a)(18) to the Revised
Schedule TO of FLX, Parent and Purchaser filed on
June 28, 2000).
(a)(11) Revised Form of Letter of Transmittal (incorporated
herein by reference to Exhibit 99(a)(19) to the Revised
Schedule TO of FLX, Parent and Purchaser filed on
June 28, 2000).
(a)(12) Amendment to the Agreement and Plan of Merger dated as
of May 19, 2000 by and among FLX, Parent, Purchaser and
the Company entered into June 27, 2000 (incorporated herein
by reference to Exhibit 99(d)(4) to the Revised
Schedule TO of FLX, Parent and Purchaser filed on
June 28, 2000).
(a)(13) Appendix C of Bear Stearns' Presentation to the
Special Committee of the Board of Directors dated
May 19, 2000 (incorporated herein by reference to
Exhibit 99(c)(5) to the Revised Schedule TO of FLX,
Parent and Purchaser filed on June 28, 2000).
3
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
CASTLE & COOKE, INC.
By: /s/ Dean R. Estrada
----------------------------------------
Dean R. Estrada
Treasurer
Dated: June 28, 2000
4