OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF CASTLE & COOKE, INC. AT $18.50 NET PER SHARE BY CASTLE ACQUISITION COMPANY, INC. AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF FLEXI-VAN LEASING, INC. -------------------...Offer to Purchase • May 31st, 2000 • Murdock David H
AGREEMENT AND PLAN OF MERGER AMONG DHM HOLDING COMPANY, INC., DHM ACQUISITION COMPANY, INC., DAVID H. MURDOCK AND DOLE FOOD COMPANY, INC. DATED AS OF DECEMBER 18, 2002Merger Agreement • December 19th, 2002 • Murdock David H • Delaware
AGREEMENT AND PLAN OF MERGER dated as of December 18, 2002 ("Agreement") among DHM Acquisition Company, Inc., a Delaware corporation ("Purchaser"), whose sole stockholder is DHM Holding Company, Inc., a Delaware corporation ("Parent"), David H. Murdock, an individual ("Murdock"), and Dole Food Company, Inc., a Delaware corporation (the "Company").
AGREEMENT AND PLAN OF MERGER AMONG DFC HOLDINGS, LLC, DFC MERGER CORP., DAVID H. MURDOCK AND DOLE FOOD COMPANY, INC. DATED AS OF AUGUST 11, 2013Merger Agreement • August 12th, 2013 • Murdock David H • Delaware
AGREEMENT AND PLAN OF MERGER dated as of August 11, 2013 (“Agreement”) among DFC Holdings, LLC, a Delaware limited liability company (“Parent”), DFC Merger Corp., a Delaware corporation (“Purchaser”), whose sole stockholder is Parent, David H. Murdock, an individual (“Murdock”), and Dole Food Company, Inc., a Delaware corporation (the “Company”).
Dole Food Company, Inc. Lock-Up Agreement October 22, 2009Lock-Up Agreement • November 10th, 2009 • Murdock David H
Goldman, Sachs & Co. Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004
COLLATERAL AGREEMENT Among DAVID H. MURDOCK, IN HIS INDIVIDUAL CAPACITY AND AS TRUSTEE OF THE DAVID H. MURDOCK LIVING TRUST DATED MAY 28, 1986, AS AMENDED, As Pledgor, U.S. BANK NATIONAL ASSOCIATION, As Collateral Agent and 2009 DOLE FOOD AUTOMATIC...Collateral Agreement • November 10th, 2009 • Murdock David H • New York
COLLATERAL AGREEMENT (this “Agreement”), dated as of October 22, 2009, among David H. Murdock, in his individual capacity and as trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended, a trust organized under the laws of the State of California (“Pledgor”), U.S. Bank National Association, a national banking association, as collateral agent hereunder (the “Collateral Agent”) for the benefit of the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”), and Purchaser.
August 11, 2013Merger Agreement • August 12th, 2013 • Murdock David H • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among DFC Holdings, LLC (“Parent”), DFC Merger Corp., a wholly owned subsidiary of Parent (“Purchaser”), David H. Murdock (“Investor”), and Dole Food Company, Inc. (the “Company”), pursuant to which, subject to the terms and conditions thereof, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement. This side letter (this “Side Letter”) is being delivered to the Company in connection with the execution of the Merger Agreement.
FORWARD PURCHASE AGREEMENT Between DAVID H. MURDOCK, IN HIS INDIVIDUAL CAPACITY AND AS TRUSTEE OF THE DAVID H. MURDOCK LIVING TRUST DATED MAY 28, 1986, AS AMENDED, as Seller and 2009 DOLE FOOD AUTOMATIC COMMON EXCHANGE SECURITY TRUST, as Purchaser...Forward Purchase Agreement • November 10th, 2009 • Murdock David H • New York
FORWARD PURCHASE AGREEMENT (this “Agreement”), dated as of October 22, 2009, between David H. Murdock, in his individual capacity and as trustee of the David H. Murdock Living Trust dated May 28, 1986, as amended, a trust organized under the laws of the State of California (“Seller”), and the 2009 Dole Food Automatic Common Exchange Security Trust, a trust organized under the laws of the State of New York under and by virtue of an Amended and Restated Trust Agreement, dated as of October 22, 2009 (the “Trust Agreement”; such trust and the trustees thereof acting in their capacity as such being referred to in this Agreement as “Purchaser”).
EQUITY COMMITMENT LETTER AND GUARANTEE August 11, 2013Equity Commitment Letter • August 12th, 2013 • Murdock David H • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among DFC Holdings, LLC (“Parent”), DFC Merger Corp., a wholly owned subsidiary of Parent (“Purchaser”), David H. Murdock (“Murdock” or “Investor”), and Dole Food Company, Inc. (the “Company”), pursuant to which, subject to the terms and conditions thereof, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”). Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement. This letter (this “Letter”) is being delivered to Parent in connection with the execution of the Merger Agreement.
December 1, 1999 David H. Murdock Pacific Holding Company 10900 Wilshire Boulevard Suite 1600 Los Angeles, CA 90024 Gentlemen: This letter confirms the agreement we have made that Flexi-Van Leasing, Inc. will sell to the David H. Murdock Living Trust...Stock Purchase Agreement • December 23rd, 1999 • Murdock David H
This letter confirms the agreement we have made that Flexi-Van Leasing, Inc. will sell to the David H. Murdock Living Trust 1,240,310 shares of Dole Food Company, Inc. at the closing price this date on the New York Stock Exchange of $16.3125 per share such total price to be $20,232,557.
March 29, 2000 Flexi-Van Leasing, Inc. 251 Monroe Avenue Kenilworth, New Jersey 07033-1106 Re: CONFIDENTIALITY AND NON-WAIVER AGREEMENT Ladies and Gentlemen: Flexi-Van Leasing, Inc. ("FLEXI-VAN") has made a proposal to purchase the shares of Castle &...Confidentiality and Non-Waiver Agreement • May 31st, 2000 • Murdock David H • California
Flexi-Van Leasing, Inc. ("FLEXI-VAN") has made a proposal to purchase the shares of Castle & Cooke, Inc. (the "COMPANY") that it or its affiliates do not own (the "PROPOSAL"). In connection with this Proposal, Flexi-Van has requested to review certain confidential information concerning the Company.
Joint Filing AgreementJoint Filing Agreement • November 10th, 2009 • Murdock David H
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Dole Food Company, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 9th day of November, 2009.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 10th, 2009 • Murdock David H • Delaware
This STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of October 27, 2009, by and among DHM Holding Company, Inc., a Delaware corporation (the “Seller”), the David H. Murdock Living Trust dated May 28, 1986, as amended (the “Trust”), and Castle & Cooke Holdings, Inc., a Delaware corporation (“CCH” and, collectively with the Trust, the “Purchasers”).
AGREEMENT AND PLAN OF MERGER OF DHM HOLDING COMPANY, INC. a Delaware corporation WITH AND INTO DOLE FOOD COMPANY, INC. a Delaware corporationMerger Agreement • November 10th, 2009 • Murdock David H
This Agreement and Plan of Merger is entered into as of October 27, 2009, between DHM Holding Company, Inc., a Delaware corporation (“Holdings”), and its wholly-owned subsidiary Dole Food Company, Inc., a Delaware corporation (“Dole”) pursuant to Section 251 of the Delaware General Corporation Law, and as adopted and recommended by the Boards of Directors of each corporation and as approved by the stockholders of each corporation:
AGREEMENT WHEREAS, Flexi-Van Corporation, Flexi-Van Leasing, Inc. and Flexi-Van Delaware, Inc. (herein collectively referred to as "Flexi-Van") and David H. Murdock each may be deemed to be a beneficial owner within the meaning of the Securities...Schedule 13d Filing Agreement • April 3rd, 2000 • Murdock David H
