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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JANUARY 2, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 1-4455
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DOLE FOOD COMPANY, INC.
(Exact Name of Registrant as specified in its charter)
HAWAII 99-0035300
(State or other (IRS Employer Identification No.)
jurisdiction of
incorporation or
organization)
31365 OAK CREST DRIVE, WESTLAKE VILLAGE, CALIFORNIA 91361
(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 879-6600
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Common Stock, No Par Value New York Stock Exchange Pacific Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. /X/
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 18, 1999 was approximately $1,350,721,674.
The number of shares of Common Stock outstanding as of March 18, 1999 was
57,048,894.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1998 Annual Report to Stockholders for the year
ended January 2, 1999 are incorporated by reference into Parts I, II and IV.
Portions of the registrant's definitive Proxy Statement for its 1999 Annual
Meeting of Stockholders are incorporated by reference into Part III.
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DOLE FOOD COMPANY, INC.
FORM 10-K
FISCAL YEAR ENDED JANUARY 2, 1999
TABLE OF CONTENTS
ITEM NUMBER
IN FORM 10-K PAGE
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PART I
1. Business................................................................................... 3
2. Properties................................................................................. 8
3. Legal Proceedings.......................................................................... 11
4. Submission of Matters to a Vote of Security Holders; Executive Officers of the
Registrant............................................................................... 11
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters.................. 13
6. Selected Financial Data.................................................................... 13
7. Management's Discussion and Analysis of Financial Condition and Results of Operations...... 13
8. Financial Statements and Supplementary Data................................................ 15
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure....... 15
PART III
10. Directors and Executive Officers of the Registrant......................................... 15
11. Executive Compensation..................................................................... 15
12. Security Ownership of Certain Beneficial Owners and Management............................. 16
13. Certain Relationships and Related Transactions............................................. 16
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................ 16
(a) 1. Index to Financial Statements.......................................................... 16
2. Index to Financial Statement Schedules................................................. 16
3. Exhibits............................................................................... 17
(b) Reports on Form 8-K........................................................................ 18
Signatures........................................................................ 19
Financial Statements and Financial Statement Schedules............................ F-1-F-2
PART I
ITEM 1. BUSINESS
Dole Food Company, Inc. was founded in Hawaii in 1851 and was incorporated
under the laws of Hawaii in 1894. Unless the context otherwise requires, Dole
Food Company, Inc. and its consolidated subsidiaries are referred to herein as
the "Company" and "Dole".
The Company's principal executive offices are located at 31365 Oak Crest
Drive, Westlake Village, California 91361, telephone (818) 879-6600. At January
2, 1999, the Company had approximately 53,500 full-time employees worldwide.
Dole Food Company is the largest producer of fresh fruits, vegetables and
flowers in the world.
The Company's operations are described below. For detailed financial
information with respect to the Company's business and its operations, see the
Company's Consolidated Financial Statements and the related Notes to
Consolidated Financial Statements, which are included in its 1998 Annual Report
for the fiscal year ended January 2, 1999 (the "Dole Annual Report") and
incorporated by reference in Part II of this report.
GENERAL
Dole is engaged in the worldwide sourcing, growing, processing, distributing
and marketing of high quality, fresh produce and fresh flowers. Dole provides
retail and institutional customers with products which are produced and improved
through research, agricultural assistance and advanced harvesting, processing,
packing, cooling, shipping and marketing techniques and which bear the
DOLE-Registered Trademark- trademarks. Dole is also a leading producer, marketer
and distributor of fresh-cut flowers.
Dole is one of the world's largest producers of bananas and pineapples. Dole
is also a major marketer of citrus and table grapes worldwide and an industry
leader in canned pineapple products, iceberg lettuce, celery, cauliflower and
broccoli and in fresh-cut salads and pre-cut vegetables.
Dole's products are produced both directly on Company-owned or leased land
and through associated producer and independent grower arrangements pursuant to
which Dole provides varying degrees of farming, harvesting, packing, storing,
shipping, stevedoring and marketing services, as well as financing through
advances to growers of certain products. Fresh fruit and vegetable products,
almonds and processed pineapple products and fresh flowers are, for the most
part, packed and/or processed directly by Dole.
Dole utilizes product quality, brand recognition, competitive pricing,
effective customer service and consumer marketing programs to enhance its
position within the highly competitive food industry. Consumer and institutional
recognition of the DOLE-Registered Trademark- trademarks and related brands and
the association of these brands with high quality food products contribute
significantly to Dole's ability to compete in the markets for fresh fruit and
vegetables, packaged foods and dried fruit, nuts and pineapple juice and juice
blends. The Company owns these trademarks in the United States, Canada and in
other countries in which it conducts business and regards them as important
corporate assets with high recognition and acceptance.
PRODUCTS
Dole sources, distributes and markets fresh fruit products, including
bananas, pineapples, table grapes, apples, pears, plums, oranges, grapefruit,
lemons, mangoes, kiwi, tangelos, melons, cherries, strawberries, raspberries and
other deciduous, tropical and citrus fruits.
Dole sources, harvests, cools, distributes and markets more than 20
different types of fresh vegetable products, including iceberg lettuce, red and
green leaf lettuce, romaine lettuce, butter lettuce, celery, cauliflower,
broccoli, carrots, brussels sprouts, spinach, red and green onions, asparagus,
snow peas and artichokes. Dole also markets value-added products such as iceberg
lettuce-based salad mixes, specialty
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lettuce salads, complete salad kits which include dressing and condiments,
blends of specialty lettuces, red cabbage, peeled mini-carrots, shredded
carrots, shredded red cabbage and coleslaw.
Dole sources, processes and markets almonds and markets raisins, prunes and
dates.
Dole's fresh fruit and vegetable products and its consumer dried fruit and
nut products are marketed under the DOLE-Registered Trademark- brand, under
other brand names owned by the Company, and, in limited cases, under private
labels.
Dole produces and markets processed food products, including sliced, chunk,
tidbit and crushed pineapple, tropical fruit salad, mandarin oranges and
pineapple juice in cans, and tropical fruits, pineapple chunks, mixed fruit and
sliced peaches in single-serve plastic bowls.
Dole sources, harvests, distributes and markets more than 35 kinds of fresh
flowers, including roses, spray roses, carnations, miniature carnations, pompons
and standard chrysanthemums.
Dole's products are marketed through more than 50 direct selling offices in
North America, approximately 50 in Europe and 12 in Asia.
DOLE NORTH AMERICA
DOLE NORTH AMERICA distributes and markets DOLE-Registered Trademark- fresh
fruits and vegetables, and processed food products, including processed
pineapple, canned pineapple juices and pineapple juice blend beverages, almonds,
raisins, prunes and dates, in North America.
Dole markets bananas and pineapples grown in Latin America, table grapes,
apples and pears grown in the United States and Chile, melons grown in Costa
Rica and Honduras and citrus fruit grown in the United States, Mexico, South
Africa and Spain, as well as other deciduous and tropical fruit grown in the
United States, Latin America and Mexico. Fresh pineapple destined for North
America is grown by Dole in Hawaii and in Costa Rica and Honduras. These
products are sold primarily to retail chains and wholesalers, which in turn
resell or distribute them to retail food stores.
Fresh vegetables, as well as packaged salads and other value-added products,
marketed by Dole are generally grown under joint growing arrangements with
independent growers in California and Arizona and northern and central Mexico.
The vegetables are generally field packed and transported to Dole's central
cooling and distribution facilities. The products are sold to customers in North
America and, to a lesser extent, Asia and Western Europe.
Almonds are sourced from independent growers and, to a lesser extent,
produced by partnerships managed by Dole North America. They are sold in bulk to
cereal, confectionery and other food processors and to a lesser extent, packaged
for the retail consumer. They are marketed overseas, primarily in Western Europe
and Asia, and domestically. Retail packs of raisins, prunes and dates are
processed and packed through co-production arrangements.
Dole has an agreement with Nestle USA Food Group, Inc., pursuant to which
Dole has licensed to Nestle its rights to market and manufacture processed
products in key segments of the frozen novelty business in the United States and
Canada, including FRUIT 'N JUICE-Registered Trademark- and SORBET 'N
CREAM-Registered Trademark- bars. Dole also markets DOLE-Registered Trademark-
canned pineapple juice and pineapple juice blend beverages.
DOLEWHIP-Registered Trademark-, a soft-serve, non-dairy dessert, is manufactured
and marketed by Precision Food under license from Dole. In connection with the
sale of the majority of its juice business to Tropicana Products, Inc. in May of
1995, Dole granted to Tropicana a royalty-free license to use certain
trademarks.
Dole is the largest importer and marketer of fresh-cut flowers in the United
States. Flowers grown in Colombia, Ecuador and Mexico are imported and marketed
by Dole primarily to wholesale florists and supermarkets.
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DOLE LATIN AMERICA
DOLE LATIN AMERICA grows and sources from independent growers and transports
bananas grown in Colombia, Costa Rica, Ecuador, Guatemala, Honduras, Mexico,
Nicaragua and Venezuela for markets principally in North America, Europe,
Russia, the Mediterranean and selected Asian markets.
Fresh pineapples destined for the North American and Western European
markets are grown by Dole Latin America on plantations in Costa Rica and
Honduras and sourced from independent producers in Costa Rica.
Dole sources table grapes, apples, pears and other deciduous fruit grown in
Chile, melons grown in Brazil, Costa Rica and Honduras, citrus fruit grown in
Honduras, and mangoes from Brazil, Costa Rica, Ecuador, Guatemala, Honduras,
Mexico and Peru for markets in North America and Western Europe.
Dole conducts other food and beverage operations in Honduras. It owns an
approximately 93% interest in, and operates, a beer and soft drink bottling
operation, a bottle crown plant, a plastic injection molding facility used
primarily for the manufacture of beer and soft drink plastic cases, a sugar mill
and sugar cane plantations, as well as a majority interest in an edible oils
refinery, a laundry soap factory, a palm oil extraction operation and a palm oil
plantation. The soft drink bottling operation, which sells its products
primarily in Honduras, competes against other local bottlers.
Dole produces value-added vegetable products, such as iceberg lettuce-based
salad mixes, specialty lettuce salads, complete Caesar salads, broccoli florets,
cauliflower florets and other products for markets in Latin America.
Dole is the largest grower of fresh-cut flowers in Latin America.
DOLE ASIA
DOLE ASIA sources bananas, fresh pineapples, asparagus, mangoes, papaya and
other fruits from the Philippines and transports them to markets principally in
Asia and the Middle East. Pineapples used for processed products distributed
around the world are sourced from a large Company operated farm and independent
growers in the Philippines and primarily from independent growers in Thailand.
Pineapples are processed at Dole's canneries primarily in the Philippines and
Thailand.
Dole distributes domestic and imported fruits and vegetables, including
asparagus, broccoli, tomatoes, cabbage, carrots, citrus fruit, lettuce, cherry
tomatoes, melons and radishes, and pre-cut fruits, vegetables and salads, in
Japan. Through joint ventures with local distributors Dole operates nine
distribution and fresh-cut fruit and vegetable centers in Japan.
Snow Dole Co., Ltd., a joint venture of Dole and Snow Brand Milk Products
Co., Ltd. of Japan, processes and distributes frozen desserts, canned pineapple
and other processed foods in Japan. Dole granted to Snow Brand Milk Products a
royalty-free license to use certain trademarks, including
DOLE-Registered Trademark-, in Snow's juice business.
Dole also produces anthuriums and other tropical flowers in the Philippines
for export to Japan.
DOLE EUROPE
DOLE EUROPE is a major importer of bananas and other fresh fruits, dried
fruits, nuts and canned fruits in Europe and the Near East. Dole sources bananas
from the Cameroons, Guadalupe, the Ivory Coast and Martinique.
Dole operates regional banana ripening facilities in France and Spain. It is
a partner in the largest French banana and pineapple producer and is a minority
partner in a banana export company in Guadeloupe. The Company is a minority
partner with the Jamaican Producer Group (the largest banana producer in
Jamaica) in the Jamaican Producers Fruit Distributors Ltd. in the United
Kingdom. This
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banana ripening and fruit distribution company distributes fresh fruits and
bananas under the DOLE-Registered Trademark- brand, as well as Jamaican bananas,
fruits and vegetables direct to retail stores in the United Kingdom.
Dole is the majority partner, with the Livorno Stevedore Company C.I.L.P.,
in a major port discharge and distribution facility in the Italian port of
Livorno. Dole operates three banana ripening facilities and fruit and vegetable
distribution facilities in Italy. Dole operates a major fresh fruit and
vegetable distributor and banana ripener in northern Germany. Dole owns and
operates a banana ripening and fresh fruit distribution facility near Istanbul,
Turkey.
Dole owns 60% of Saba Trading AB in Sweden. Saba is Scandinavia's leading
importer and distributer of fruit, vegetables and flowers, with imports from
more than 60 countries. Saba has a wholly owned subsidiary in the Netherlands
which is one of Europe's largest exotic fruit import and distribution companies.
Dole Europe is a partner in a Norwegian joint venture which owns and
operates a cut-salad plant which supplies the Norwegian market.
Dole owns and operates Pascual Hermanos, a major Spanish citrus and
vegetable producer and exporter.
Dole is a major exporter of deciduous and citrus fruit from South Africa.
Dole owns and operates a European dried fruit and nut business which sources
products from around the world for processing and packaging in France and
distribution in France and to other European markets.
RESEARCH AND DEVELOPMENT
Dole's research and development programs concentrate on improvements in
productivity, food safety and product quality of existing products and the
development of new value-added products, as well as agricultural research and
packaging design. Agricultural research is directed toward improving product
yields and product quality by examining and improving agricultural practices in
all phases of production (such as development of specifically adapted plant
varieties, land preparation, fertilization, cultural practices, pest and disease
control, and post-harvesting, packing, and shipping procedures), and includes
on-site technical services and the implementation and monitoring of recommended
agricultural practices. Research efforts are also directed towards integrated
pest management and biological pest control. Specialized machinery is also
developed for various phases of agricultural production and packaging which
reduces labor, improves productivity and efficiency and increases product
quality. Agricultural research is conducted at field facilities primarily in
California, Hawaii, Latin America and Asia.
WORLDWIDE OPERATIONS
Dole has significant owned and operated food sourcing and related operations
in Chile, Colombia, Costa Rica, Ecuador, Guatemala, Honduras, the Philippines,
Thailand and the United States. Dole also sources food products in Algeria,
Argentina, Australia, Brazil, Cameroon, Greece, Italy, Ivory Coast, Mexico, New
Zealand, Nicaragua, Peru, South Africa, Spain, Syria, Tunisia, Turkey and
Venezuela. Significant volumes of Dole's fresh fruit and packaged products are
marketed in Canada, Western Europe, Japan and the United States, with lesser
volumes marketed in Australia, Hong Kong, New Zealand, Russia, South Korea, and
certain countries in Asia, Eastern Europe, Scandinavia, the Middle East and
Central and South America.
FORWARD LOOKING STATEMENTS
This Filing contains forward looking statements based on current
expectations that involve a number of risks and uncertainties. The potential
risks and uncertainties that could cause the Company's actual
6
results to differ materially from those expressed or implied herein include
weather related phenomena; market responses to industry volume pressures;
economic crises in developing countries; quotas, tariffs and other governmental
actions; changes in currency exchange rates; product supply and pricing; and
computer conversion and Year 2000 issues.
TRADE ISSUES
Dole's foreign operations are subject to risks of expropriation, civil
disturbances, political unrest, increases in taxes and other restrictive
governmental policies, such as import quotas. Loss of one or more of its foreign
operations could have a material adverse effect on Dole's operating results.
Dole attempts to maintain a cordial working relationship in each country where
it operates. Because Dole's operations are a significant factor in the economies
of certain countries, its activities are subject to intense public and
governmental scrutiny, and may be affected by changes in the status of the host
economies, the makeup of the government or even public opinion in a particular
country.
The European Union ("EU") has changed the EU banana regime, commencing
January 1999 due to a ruling from the World Trade Organization ("WTO")
subsequent to complaints from the United States, Ecuador, Guatemala, Honduras,
Mexico and Panama. There will continue to be a Latin American Quota and an ACP
Quota (i.e., former European colonies in Africa and the Carribean) as well as
licenses and tariffs on Latin American production. The new regime is, on the
date of this report, still being challenged by the United States and Latin
American banana producers and is expected to be subject to new WTO panel
findings in 1999. Trade negotiations and discussions continue between the EU,
the United States and the individual banana exporting countries. These trade
negotiations could lead to further changes in the regulations governing banana
exports to the EU. The net impact of these changing regulations on Dole's future
results of operations is not determinable at this time.
Exports of Dole's products to certain countries, particularly China, Japan,
Russia, South Korea, Taiwan and the Middle East, are subject to various
restrictions which may be increased or reduced in response to international
political pressures, thus affecting Dole's ability to compete in these markets.
The Company distributes its products in more than 90 countries throughout
the world. Dole's international sales are usually transacted in U.S. dollars and
major European and Asian currencies, while certain costs are incurred in
currencies different from those that are received from the sale of products.
Results of operations may be affected by fluctuations in currency exchange rates
in both the sourcing and selling locations.
ENVIRONMENTAL AND REGULATORY MATTERS
Dole's agricultural operations are subject to a broad range of evolving
environmental laws and regulations in each country in which it operates. In the
United States, these laws and regulations include the Food Quality Protection
Act of 1996, the Clean Air Act, the Clean Water Act, the Resource Conservation
and Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act and the
Comprehensive Environmental Response, Compensation and Liability Act.
Compliance with these foreign and domestic laws and related regulations is
an ongoing process which is not currently expected to have a material effect on
Dole's capital expenditures, earnings or competitive position. Environmental
concerns are, however, inherent in most major agricultural operations, including
those conducted by Dole, and there can be no assurance that the cost of
compliance with environmental laws and regulations will not be material.
Moreover, it is possible that future developments, such as increasingly strict
environmental laws and enforcement policies thereunder, and further restrictions
on the use of agricultural chemicals could result in increased compliance costs.
Dole's food operations are also subject to regulations enforced by, among
others, the U.S. Food and Drug Administration and state, local and foreign
equivalents and to inspection by the U.S. Department of
7
Agriculture and other federal, state, local and foreign environmental, health
and safety authorities. The U.S. Food and Drug Administration enforces statutory
standards regarding the labeling and safety of food products, establishes
ingredients and manufacturing procedures for certain foods, establishes
standards of identity for foods and determines the safety of food substances in
the United States. Similar functions are performed by state, local and foreign
governmental entities with respect to food products produced or distributed in
their respective jurisdictions.
Portions of the Company's fresh fruit and vegetable farm properties are
irrigated by surface water supplied by local government agencies using
facilities financed by federal or state agencies, as well as from underground
sources. Water received through federal facilities is subject to acreage
limitations under the 1982 Reclamation Reform Act. The quantity and quality of
these water supplies varies depending on weather conditions and government
regulations. The Company believes that under normal conditions these water
supplies are adequate for current production needs.
COMPETITION AND OTHER FACTORS
The markets for all of Dole's products are highly competitive. Dole sources
products of high quality and seeks to distribute them in worldwide markets on a
timely basis. Dole's competitors in the fresh fruit business include a limited
number of large international food companies, as well as a large number of
smaller independent food companies, grower cooperatives and foreign
government-sponsored producers which have intensified competition in recent
years. With respect to vegetables, a limited number of grower-shippers in the
United States and Mexico supply a significant portion of the domestic fresh
vegetable market. However, numerous smaller independent distributors also
compete with Dole in the market for fresh vegetables. With respect to processed
pineapple, Dole competes against a few large companies, as well as a substantial
number of small foreign competitors and independent canners. Dole's citrus and
dried fruit and nut products compete in North America primarily against large
grower processing and marketing cooperatives with strong brand recognition.
Dole's earnings are sensitive to fluctuations in the volatile market prices
for its products. Excess supplies often cause severe price competition. Growing
conditions in various parts of the world, particularly weather conditions such
as floods, droughts and freezes, and diseases and pests are primary factors
affecting market prices because of their influence on supply and quality of
product. Other factors affecting Dole's operations include the seasonality of
its supplies, the ability to process products during critical harvest periods,
the timing and effects of ripening, the degree of perishability, the
effectiveness of worldwide distribution systems, the terms of various federal
and state marketing orders, total worldwide industry volumes, the seasonality of
consumer demand, foreign currency exchange fluctuations, foreign importation
restrictions and foreign political risks.
ITEM 2. PROPERTIES
The Company maintains executive offices in Westlake Village, California and
auxiliary executive offices in Los Angeles, California, both of which are leased
from third parties. Dole's various divisions also maintain headquarters offices
in Westlake Village and Bakersfield, California, which are leased from third
parties, and in Orland and Salinas, California, Miami, Florida and Wenatchee,
Washington, which are owned by the Company. The Company owns its Latin American
regional headquarters building in Costa Rica, as well as offices in Colombia and
Honduras. Dole Europe maintains its European headquarters in Paris, France and
regional offices in Hamburg, Germany, Brussels, Belgium, Milan, Italy and
Valencia, Spain, which are leased from third parties. It owns its offices in
Aguilas and Alemenara, Spain. Dole Latin America maintains regional offices in
Chile and Ecuador which are leased from third parties. Dole Asia maintains
offices in Dubai, Japan, the People's Republic of China, the Philippines and
Thailand, which are leased from third parties. The inability to renew any of the
above office leases by the Company would not have a material adverse effect on
the Company's operating results. The Company and each of its
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subsidiaries believe that their property and equipment are generally well
maintained, in good operating condition and adequate for their present needs.
The following is a description of the Company's significant properties.
DOLE NORTH AMERICA
Dole's Hawaii pineapple, papaya and coffee operations for the fresh produce
market are located on the island of Oahu and total approximately 8,000 acres,
6,500 of which are owned by the Company and the remainder of which are leased.
Dole produces citrus on approximately 10,000 acres in the San Joaquin Valley
of California owned directly or through partially-owned agricultural
partnerships and on substantial additional acreage under management
arrangements, as well as through independent growing arrangements. Dole, through
joint ventures, also provides care and management services for approximately
17,000 citrus acres in Florida. Citrus is packed in six Company-owned packing
houses--four in California and two in Florida. Two of the California citrus
packing houses will not operate in 1999 due to the December 1998 citrus freeze.
Domestic table grapes are sourced from approximately 3,500 acres on three
Company-owned vineyards in the San Joaquin Valley. Domestic table grapes are
cooled in two Company-owned facilities in the San Joaquin Valley. Dole produces
wine grapes on approximately 400 acres and stone fruit on approximately 800
acres of Company-owned property in the San Joaquin Valley.
Dole produces apples and pears directly from four Company-owned orchards on
approximately 1,250 productive acres in Wenatchee and Chelan, Washington as well
as through independent growing arrangements. The Company also owns apple and
pear storage, processing and packing facilities in Wenatchee, Chelan and
Pateros, Washington.
The Company owns approximately 1,400 acres of farmland in California and
Arizona, and leases approximately 10,000 acres of farmland in California and
another 6,000 acres in Arizona in connection with Dole's vegetable operations.
The majority of this acreage is farmed under joint growing arrangements with
independent growers, while the remainder is farmed by Dole. The Company owns
cooling, packing and shipping facilities in Yuma, Arizona and the following
California cities: Marina, Holtville, Guadalupe, Gonzales and Huron.
Additionally, the Company has partnership interests in facilities in Yuma,
Arizona, Salinas, California and Mexico, and leases facilities in Oxnard,
California. The Company owns and operates state-of-the-art, value-added
processing plants in Yuma, Arizona, Soledad, California and Springfield, Ohio.
Dole produces almonds from approximately 850 acres and pistachios from
approximately 3,000 acres of orchards in the San Joaquin Valley, owned or leased
by the Company, or by agricultural partnerships in which the Company has an
interest.
The Company owns and operates one almond processing and packing plant and
two almond receiving and storage facilities, all of which are located in the San
Joaquin and Sacramento Valleys.
The Company's fresh-cut flower group operates three cooling and distribution
facilities in the Miami area. Each of these facilities is occupied by the
fresh-cut flower group pursuant to leases.
DOLE LATIN AMERICA
Dole produces bananas directly from Company-owned plantations in Costa Rica,
Colombia, Ecuador, Honduras and Venezuela as well as through associated
producers or independent growing arrangements in those countries and in
Guatemala and Nicaragua. The Company owns approximately 28,500 acres in Costa
Rica, 1,730 acres in Ecuador, 18,420 acres in Honduras and 360 acres in
Venezuela. Dole holds a 60% interest in a company which produces bananas on
approximately 7,200 acres and owns and operates 2 corrugated box plants in
Colombia. Dole owns a 50% interest in a Guatemala banana producer which
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owns or controls approximately 9,600 acres in Guatemala. The Company's Honduran
plantations sustained damage in varying degrees of severity as a result of
Hurricane Mitch and will require significant rehabilitation. As of the date of
this report, the Company has not started to rehabilitate selected parts of the
affected areas in Honduras and Guatemala.
Dole also grows pineapple on approximately 7,350 acres of owned land in
Honduras and 875 acres in Costa Rica, primarily for the fresh produce market,
and owns a juice concentrate plant in Honduras for pineapple and citrus.
Dole produces citrus on approximately 1,030 acres of Company-owned land and
operates a grapefruit packing house in Honduras. Coconuts are produced on
approximately 1,230 acres of Company-owned land in Honduras, and melons are
produced on approximately 215 acres in Honduras and 20 acres in Costa Rica.
Dole grows grapes, stone fruit, kiwi and pears on approximately 4,075
Company-owned acres in Chile. Dole owns and operates 11 packing and cold storage
facilities, a corrugated box plant and a wooden grape box plant in Chile.
Dole operates Company-owned corrugated box plants in Chile, Colombia, Costa
Rica, Ecuador and Honduras and a value-added vegetable plant in Costa Rica.
The Company's operations in Honduras include an approximately 93% interest
in a beer and soft drink bottling operation, a bottle crown plant, a plastic
injection molding facility used primarily for the manufacture of beer and soft
drink plastic cases and a sugar mill, as well as a majority interest in an
edible oils refinery, a laundry soap factory, a palm oil extraction operation,
approximately 10,000 acres of sugar plantation and approximately 3,800 acres of
palm oil plantation. These assets sustained damage in varying degrees of
severity due to Hurricane Mitch.
Dole operates a fleet of nine refrigerated containerships, of which four are
owned, three are bareboat chartered and two are long-term chartered. In
addition, Dole operates 23 breakbulk refrigerated ships, of which two are
Company-owned, nine are bareboat chartered and 12 are long-term chartered. Dole
occasionally charters vessels for short periods on a time or voyage basis as and
when required. Howaldtswerke-Deutsch Werft is currently constructing for the
Company two hatchcoverless containerships, each with a capacity of 1,000
refrigerated containers. The Company also owns or leases approximately 10,600
refrigerated containers, 2,600 dry containers and 5,500 chassis and gensets.
Dole produces flowers on approximately 1,840 acres in Colombia, Ecuador and
Mexico. The Company owns and operates packing, cooling and bouquet making
facilities at each of its flower farms.
DOLE ASIA
Dole operates a pineapple plantation of approximately 24,000 leased acres in
the Philippines. Approximately 17,000 acres of the plantation are leased to Dole
by a cooperative of Dole employees that acquired the land pursuant to agrarian
reform law. Approximately 2,000 additional acres in the Philippines are farmed
pursuant to individual farm management contracts. A cannery, freezer, juice
concentrate plant, corrugated box plant and can manufacturing plant, each owned
by Dole, are located at or near the plantation.
Dole owns and operates a cannery, can manufacturing plant and juice
concentrate plant located in central Thailand and a second multi-fruit cannery
in southern Thailand. Through a subsidiary in Thailand controlled by Dole, Dole
grows pineapple on approximately 3,900 acres of leased land and purchases
additional supplies of pineapple in Thailand on the open market.
Dole operates nine distribution facilities in Japan through joint ventures
with local distributors. Two of the distribution centers are located in Tokyo.
Through independent growing arrangements, Dole sources products from over 1,200
Japanese farmers.
10
Dole also sources bananas through associated producers or independent
growing arrangements in the Philippines. A plastic extruding plant and a box
forming plant, both owned by Dole, are located near the plantations. Dole Asia
is a minority partner in a joint venture which is developing approximately 7,500
acres of citrus orchards in southwestern China.
DOLE EUROPE
Dole owns twelve banana ripening and fruit distribution facilities in
France, seven in Spain, three in Italy and one in Germany. The Company has a
minority interest in a French company which owns a majority interest in banana
and pineapple plantations in Cameroon and the Ivory Coast and has banana
producing interests in the Ivory Coast. Dole owns a minority interest in a
banana ripening and fruit distribution company with five facilities in the
United Kingdom. Dole Europe is the majority owner in a port terminal and
distribution facility in Livorno, Italy. The Company owns a banana ripening and
fruit distribution facility near Istanbul, Turkey.
Dole owns and operates four citrus packing houses and three lettuce packing
houses in Spain. The Company also owns and operates approximately 360 acres of
greenhouses and grows lettuce, tomatoes and citrus fruit on approximately 3,500
acres in Spain. It owns its offices in Aguilas and Alemenara, Spain and leases
offices in Valencia, Spain.
Dole operates 13 distribution centers and nine banana ripening rooms in
Sweden and one port facility in Gothenburg, Sweden. Dole owns and operates one
distribution center in the Netherlands which specializes in the distribution of
exotic fruits throughout Europe.
In France, the Company owns a dried fruit and nut processing, packaging and
warehousing facility in Vitrolles, a date processing and packing plant in
Marseille and a prune processing and packaging plant in Agen.
ITEM 3. LEGAL PROCEEDINGS
In the Company's Form 10-Q for the quarter ended March 28, 1998, the Company
described certain lawsuits that had been filed in Texas, Louisiana, Mississippi
and Hawaii against some of the manufacturers of a formerly widely used
agricultural chemical called DBCP, the Company and several of its competitors.
In these lawsuits, a large number of foreign nationals allege personal injuries
caused by contact with DBCP. The plaintiffs claim that during the 1960's and
1970's they were employees of Company subsidiaries, competitors and independent
local growers. All cases were removed to federal court and most have been
dismissed on the grounds that the plaintiffs' home countries are the more
appropriate forums for the claims. A dismissal motion is pending in one Texas
case, and one Louisiana case was remanded to state court. The dismissed cases
are on appeal. The DBCP manufacturers and Company competitors have reported that
they have settled with the majority of the Texas and Louisiana plaintiffs. The
Dow Chemical Company, a manufacturer of DBCP, has filed a lawsuit against a
Company subsidiary seeking indemnification for settlement and defense costs. As
to all such matters, the Company has denied liability and asserted substantial
defenses. In the opinion of management, after consultation with outside counsel,
the pending lawsuits are not expected to have a material adverse effect on the
Company's financial position or results of operations.
The Company is involved from time to time in various claims and legal
actions incident to its operations, both as plaintiff and defendant. In the
opinion of management, after consultation with outside counsel, none of the
claims or actions to which the Company is a party is expected to have a material
adverse effect on the Company's financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
quarter ended January 2, 1999.
11
EXECUTIVE OFFICERS OF THE REGISTRANT
Below is a list of the names and ages of all executive officers of the
Company as of March 18, 1999 indicating their positions with the Company and
their principal occupations during the past five years. The current terms of the
executive officers will expire at the next organizational meeting of the
Company's Board of Directors or at such time as their successors are elected.
POSITIONS WITH THE COMPANY AND SUBSIDIARIES
NAME AND AGE AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------------ --------- -----------------------------------------------------------------------
David H. Murdock.................... (75) Chairman of the Board, Chief Executive Officer and Director of the
Company since July 1985. Chairman of the Board, Chief Executive Officer
and Director of Castle & Cooke, Inc. since October 1995. Since June
1982, Chairman of the Board and Chief Executive Officer of Flexi-Van
Leasing, Inc., a Delaware corporation wholly-owned by Mr. Murdock. Sole
owner and developer of the Sherwood Country Club in Ventura County,
California, and numerous other real estate developments; also sole
stockholder of numerous corporations engaged in a variety of business
ventures and in the manufacture of textile-related products and
industrial and building products.
David A. DeLorenzo.................. (52) President and Chief Operating Officer of the Company since March 1996.
President of Dole Food Company--International from September 1993 to
March 1996. Executive Vice President of the Company from July 1990 to
March 1996. Director of the Company since February 1991. President of
Dole Fresh Fruit Company from September 1986 to June 1992.
Gregory L. Costley.................. (45) President of Dole North American Fruit since March 1996. President of
Dole Bakersfield from April 1994 to March 1996. President of Dole
Citrus from February 1992 to April 1994.
Lawrence A. Kern.................... (51) President of Dole Fresh Vegetables, Inc. since January 1993.
Peter M. Nolan...................... (56) President of Dole Packaged Foods Company since February 1995. Senior
Vice President, Sales and Marketing of Dole Packaged Foods from August
1994 to February 1995. Senior Vice President, Sales and Marketing for
Dole Fresh Fruit and Vegetables, North America Division, from October
1992 to August 1994.
John W. Tate........................ (48) Vice President and Chief Financial Officer of the Company since October
1997. Senior Vice President and Chief Financial Officer of Dole Europe
from June 1996 to October 1997. Senior Vice President and Chief
Financial Officer of Dole Fresh Vegetables from November 1994 to June
1996. Vice President, Finance and Administration of Dole Fresh
Vegetables from January 1993 to November 1994.
George R. Horne..................... (61) Vice President--Human Resources of Dole since February 1986. Vice
President of the Company since October 1982.
12
POSITIONS WITH THE COMPANY AND SUBSIDIARIES
NAME AND AGE AND FIVE-YEAR EMPLOYMENT HISTORY
- ------------------------------------ --------- -----------------------------------------------------------------------
Patrick A. Nielson.................. (48) Vice President--International Legal and Regulatory Affairs of the
Company since October 1995. Vice President and General Counsel--Food
Operations of the Company from May 1994 to October 1995. General
Counsel--Food Operations of the Company from July 1991 to May 1994.
J. Brett Tibbitts................... (43) Vice President, Corporate General Counsel and Corporate Secretary of
the Company since October 1995. Vice President and Corporate General
Counsel of the Company from May 1994 to October 1995. General
Counsel--Corporate of the Company from June 1992 to May 1994.
Roberta Wieman...................... (54) Vice President of the Company since February 1995. Executive Assistant
to the Chairman of the Board and Chief Executive Officer from November
1991 to February 1995. Vice President and Corporate Secretary of Castle
& Cooke, Inc. since April 1996. President of Pacific Holding Company (a
sole proprietorship of Mr. Murdock) since January 1999 and Secretary
thereof since January 1992. Director of Flexi-Van Leasing, Inc. (which
is wholly-owned by Mr. Murdock) since August 1996 and Assistant
Secretary thereof for more than 5 years.
James A. Dykstra.................... (37) Controller and Chief Accounting Officer of the Company since October
1997. Chief Financial Officer of Dole Latin America from October 1995
to October 1997. Controller of Dole Latin America from August 1990 to
October 1995.
Beth Potillo........................ (39) Treasurer of the Company since November 1998. Assistant Treasurer of
the Company from July 1997 to November 1998. Manager of Corporate
Finance from July 1995 to July 1997. Manager of Financial Planning from
January 1995 to July 1995. Senior Analyst from December 1993 to January
1995.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock is traded on the New York and Pacific Stock
Exchanges. As of March 18, 1999, there were approximately 11,519 holders of
record of the Company's Common Stock. Additional information required by Item 5
is contained on pages 34, 35 and 38 of the Dole Annual Report. Such information
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
There is hereby incorporated by reference the information appearing under
the caption "Results of Operations and Selected Financial Data" on page 43 of
the Dole Annual Report.
13
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
There is hereby incorporated by reference the information appearing under
the caption "Management's Discussion and Analysis of Results of Operations and
Financial Position" on pages 40, 41 and 42 of the Dole Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a result of its global operating and financing activities, the Company is
exposed to certain market risks including changes in commodity pricing,
fluctuations in foreign currency exchange rates in both sourcing and selling
locations and fluctuations in interest rates. Commodity pricing exposure
includes weather phenomena and their effect on industry volumes, prices, product
quality and costs. The Company manages its exposure to commodity price risk
primarily through its regular operating activities. The use of derivative
financial instruments has been limited to certain foreign currency forward
contracts related to specific sales and firm purchase commitments. The Company
has not utilized financial instruments for trading or other speculative
purposes.
INTEREST RATE RISK
As a result of its regular borrowing activities, the Company's operating
results are exposed to fluctuations in interest rates, which it manages
primarily through its regular financing activities. The Company has limited
investments in cash equivalents and does not have investments in marketable
securities or debt instruments with original maturities greater than 90 days.
The Company has short-term and long-term debt with both fixed and variable
interest rates. Short-term debt is primarily comprised of secured and unsecured
notes payable to banks and bank lines of credit used to finance working capital
requirements. Long-term debt represents publicly-held unsecured notes and
debentures and certain notes payable to banks used to finance long-term
investments such as business acquisitions. Generally, the Company's short-term
debt bears interest at variable rates, while long-term debt bears interest at
fixed rates.
The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates. The table presents
principal cash flows and sinking fund requirements and related weighted-average
interest rates by expected maturity date. Weighted-average interest rates on
variable-rate debt are based on implied forward rates in the yield curve as of
January 2, 1999.
INTEREST RATE SENSITIVITY
LONG-TERM DEBT INSTRUMENTS
AS OF JANUARY 2, 1999
EXPECTED MATURITY DATE
------------------------------------------------------------------------------------------
TOTAL /
WEIGHTED- FAIR
IN MILLIONS 1999 2000 2001 2002 2003 THEREAFTER AVERAGE VALUE
- -------------------------- --------- --------- --------- --------- --------- ----------- ----------- ---------
Fixed-rate debt
Principal cash flows.... $ 3 $ 227 $ 10 $ 2 $ 301 $ 484 $ 1,027 $ 1,044
Average interest rate... 7.54% 6.77% 5.99% 8.59% 7.00% 6.93% 6.91%
Variable-rate debt
Principal cash flows.... 4 14 3 3 67 5 96 96
Average interest rate... 9.35% 4.65% 6.03% 6.00% 5.69% 5.74% 5.71%
14
FOREIGN CURRENCY RISK
The Company has production, processing, distribution and marketing
operations worldwide. Sales are primarily recorded in U.S. dollars, Japanese yen
and German marks. Product and operating costs are largely U.S. dollar-based.
While the Company has historically not attempted to hedge foreign currency
fluctuations, it occasionally enters into forward contracts to hedge specific
foreign currency denominated sales and firm purchase commitments. As of January
2, 1998, the Company's forward contracts were limited to the purchase of German
marks to facilitate payment for two German-made vessels currently under
construction. The Company's accounting policy for hedge instruments is disclosed
in Note 2 to the Consolidated Financial Statements.
The following table summarizes the Company's financial instruments and firm
purchase commitments that are sensitive to fluctuations in foreign currency
exchange rates. The summary excludes operating financial instruments, including
trade accounts and notes receivable, where the carrying value approximates fair
value.
FOREIGN CURRENCY EXCHANGE RATE SENSITIVITY
PURCHASE COMMITMENTS AND RELATED DERIVATIVES
AS OF JANUARY 2, 1999
EXPECTED MATURITY DATE
------------------------------------------------------------------------------------------
TOTAL /
WEIGHTED- FAIR
IN MILLIONS 1999 2000 2001 2002 2003 THEREAFTER AVERAGE VALUE
- -------------------------- --------- --------- --------- --------- --------- ----------- ----------- ---------
Firm purchase commitments
Ship purchases (DEM).... 200 -- -- -- -- -- 200
USD equivalent.......... $ 119 -- -- -- -- -- $ 119 $ 119
Spot exchange rate -
USD/DEM (as of January
2, 1999).............. 1.68 -- -- -- -- -- 1.68
Related forward exchange
contracts (receive DEM /
pay USD)
Contracted amount
(DEM)................. 175 -- -- -- -- -- 175
USD equivalent.......... $ 98 -- -- -- -- -- $ 98 $ 106
Average exchange rate
USD/DEM............... 1.78 -- -- -- -- -- 1.78
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
There is hereby incorporated by reference the information appearing on pages
25 through 39 of the Dole Annual Report. See also Item 14 of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in the Company's independent public accountants
for the 1998 and 1997 fiscal years nor have there been any disagreements with
the Company's independent public accountants on accounting principles or
practices for financial statement disclosures.
15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is hereby incorporated by reference the information regarding the
Company's directors to appear under the caption "Election of Directors" in the
Company's definitive proxy statement for its 1999 Annual Meeting of Stockholders
(the "1999 Proxy Statement"). See the list of the Company's executive officers
and related information under "Executive Officers of the Registrant", which is
set forth in Part I hereof.
ITEM 11. EXECUTIVE COMPENSATION
There is hereby incorporated by reference the information to appear under
the captions "Remuneration of Directors" and "Compensation of Executive
Officers" in the 1999 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is hereby incorporated by reference the information with respect to
security ownership to appear under the captions "General Information",
"Ownership of Common Stock" in the 1999 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is hereby incorporated by reference the information to appear under
the caption "Certain Transactions" in the 1999 Proxy Statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
The following consolidated financial statements are included in the Dole
Annual Report and are incorporated herein by reference:
ANNUAL REPORT
PAGES
-------------
Consolidated Statements of Income--fiscal years ended January 2, 1999, January
3, 1998 and December 28, 1996................................................ 25
Consolidated Balance Sheets--January 2, 1999 and January 3, 1998............... 26
Consolidated Statements of Cash Flow--fiscal years ended January 2, 1999,
January 3, 1998 and December 28, 1996........................................ 27
Notes to Consolidated Financial Statements..................................... 28 - 38
Report of Independent Public Accountants....................................... 39
2. Financial Statement Schedules:
The following financial statement schedules are included herein:
FORM 10-K
PAGES
-----------------
Independent Public Accountants' Report on Financial Statement Schedule......... F-1
Valuation and Qualifying Accounts.............................................. F-2
16
All other schedules are omitted because they are not applicable, not
required or the information is included elsewhere in the financial statements or
notes thereto.
17
3. Exhibits:
EXHIBIT NO.
- -----------
3.1 The Restated Articles of Association of the Company, as amended through October 16, 1991.
3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by reference to Exhibit 3.2 to
the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994, File No. 1-4455.
4.1 Credit Agreement dated as of July 29, 1996 among the Company, The Chase Manhattan Bank, as Administrative
Agent and Lender; Bank of America National Trust & Savings Association, as Syndication Agent and
Lender; Citibank, N.A., as Documentation Agent and Lender; and the financial institutions which are
Lenders thereunder, relating to the Company's $400 million revolving credit facility. Incorporated by
reference to Exhibit 4.1 to the Company's Quarterly Report on Form 10-QA for the quarter ended October
5, 1996, File No. 1-4455.
4.2 Officers' Certificate dated April 15, 1993 relating to $300 million of the Company's 7% notes due 2003.
4.3 Officers' Certificate dated July 15, 1993 relating to $225 million of the Company's 6.75% notes due 2000
and $175 million of the Company's 7.875% debentures due 2013.
4.4 Officers' Certificate dated October 6, 1998 relating to $300 million of the Company's 6 3/8% notes due
2005. Incorporated by reference to Exhibit 4.1 to the Company's current report on form 8-K, event date
July 15, 19 93, File No. 1-4455.
4.5 Indenture dated as of April 15, 1993 between the Company and Chase Manhattan Bank and Trust Company
(formerly Chemical Trust Company of California). Incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K, event date May 6, 1993, File No. 1-4455.
4.6 Indenture dated as of July 15, 1993 between the Company and Chase Manhattan Bank and Trust Company
(formerly Chemical Trust Company of California). Incorporated by reference to Exhibit 4 to the
Company's Current Report on Form 8-K, event date July 15, 1993, File No. 1-4455.
4.7 Dole Food Company, Inc. Master Retirement Savings Trust Agreement dated as of February 1, 1999 between
Dole Food Company, Inc. and The Northern Trust Company.
4.8 The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of each
instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized
principal amount of which does not exceed 10% of the consolidated assets of the Company and its
subsidiaries.
Executive Compensation Plans and Arrangements--Exhibits 10.1-10.8:
10.1 The Company's 1991 Stock Option and Award Plan, as amended through July 31, 1997. Incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
October 4, 1997, File No. 1-4455.
10.2 The Company's 1982 Stock Option and Award Plan, as amended through July 31, 1997. Incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
October 4, 1997, File No. 1-4455.
10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective January 1, 1989), First
Restatement. Incorporated by reference to Exhibit 10(c) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 29, 1990, File No. 1-4455.
17
EXHIBIT NO.
- -----------
10.4 Dole Food Company, Inc. 1998 Combined Annual and Long Term Incentive Plan for Executive Officers.
Incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 20, 1998, File No. 1-4455.
10.5 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 10.9
to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, File No.
1-4455.
10.6 The Company's 1996 Non-Employee Directors Deferred Stock and Cash Compensation Plan, as amended effective
October 9, 1998. Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended October 10, 1998, File No. 1-4455.
10.7 The Company's Stock Ownership Enhancement Program, as effective July 31, 1997. Incorporated by reference
to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 4,
1997, File No. 1-4455.
10.8 The Company's 1995 Non-Employee Directors Stock Option Plan. Incorporated by reference to Exhibit 4.1 to
the Company's Registration Statement on Form S-8 filed on June 28, 1995, Registration No. 33-60641.
13 Dole Food Company, Inc. 1998 Annual Report for the fiscal year ended January 2, 1999. (This Report is
furnished for information of the Commission and, except for those portions thereof which are expressly
incorporated by reference herein, is not "filed" as a part of this Annual Report on Form 10-K.)
21 Subsidiaries of Dole Food Company, Inc.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedules.
(b) Reports on Form 8-K:
No current reports on Form 8-K were filed by the Company during the last
quarter of the year ended January 2, 1999.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
March 31, 1999 DOLE FOOD COMPANY, INC.
REGISTRANT
By: /s/ DAVID H. MURDOCK
-----------------------------------------
David H. Murdock
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ DAVID H. MURDOCK Chairman of the Board and
- ------------------------------ Chief Executive Officer March 31, 1999
David H. Murdock and Director
/s/ DAVID A. DELORENZO
- ------------------------------ President, Chief Operating March 31, 1999
David A. DeLorenzo Officer and Director
/s/ JOHN W. TATE
- ------------------------------ Chief Financial Officer March31, 1999
John W. Tate
Controller and Chief
/s/ JAMES A. DYKSTRA Accounting Officer
- ------------------------------ (Principal Accounting March 31, 1999
James A. Dykstra Officer)
/s/ ELAINE L. CHAO
- ------------------------------ Director March 31, 1999
Elaine L. Chao
/s/ MIKE CURB
- ------------------------------ Director March 31, 1999
Mike Curb
/s/ RICHARD M. FERRY
- ------------------------------ Director March 31, 1999
Richard M. Ferry
/s/ JAMES F. GARY
- ------------------------------ Director March 31, 199
James F. Gary
/s/ ZOLTAN MERSZEI
- ------------------------------ Director March 31, 199
Zoltan Merszei
19
EXHIBIT INDEX
EXHIBITS PAGE
- ----------- ---------
3.1 The Restated Articles of Association of the Company, as amended through October 16, 1991........
3.2 By-Laws of the Company, as amended through March 25, 1993. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 1, 1994,
File No. 1-4455...............................................................................
4.1 Credit Agreement dated as of July 29, 1996 among the Company, The Chase Manhattan Bank, as
Administrative Agent and Lender; Bank of America National Trust & Savings Association, as
Syndication Agent and Lender; Citibank, N.A., as Documentation Agent and Lender; and the
financial institutions which are Lenders thereunder, relating to the Company's $400 million
revolving credit facility. Incorporated by reference to Exhibit 4.1 to the Company's Quarterly
Report on Form 10-QA for the quarter ended October 5, 1996, File No. 1-4455...................
4.2 Officers' Certificate dated April 15, 1993 relating to $300 million of the Company's 7% notes
due 2003......................................................................................
4.3 Officers' Certificate dated July 15, 1993 relating to $225 million of the Company's 6.75% notes
due 2000 and $175 million of the Company's 7.875% debentures due 2013.........................
4.4 Officers' Certificate dated October 6, 1998 relating to $300 million of the Company's 6 3/8%
notes due 2005. Incorporated by reference to Exhibit 4.1 to the Company's current report on
form 8-K, event date July 15, 19 93, File No. 1-4455..........................................
4.5 Indenture dated as of April 15, 1993 between the Company and Chase Manhattan Bank and Trust
Company (formerly Chemical Trust Company of California). Incorporated by reference to Exhibit
4.1 to the Company's Current Report on Form 8-K, event date May 6, 1993, File No. 1-4455......
4.6 Indenture dated as of July 15, 1993 between the Company and Chase Manhattan Bank and Trust
Company (formerly Chemical Trust Company of California). Incorporated by reference to Exhibit
4 to the Company's Current Report on Form 8-K, event date July 15, 1993, File No. 1-4455......
4.7 Dole Food Company, Inc. Master Retirement Savings Trust Agreement dated as of February 1, 1999
between Dole Food Company, Inc. and The Northern Trust Company................................
4.8 The Company agrees to furnish to the Securities and Exchange Commission upon request a copy of
each instrument with respect to issues of long-term debt of the Company and its subsidiaries,
the authorized principal amount of which does not exceed 10% of the consolidated assets of the
Company and its subsidiaries..................................................................
Executive Compensation Plans and Arrangements--Exhibits 10.1-10.8:
10.1 The Company's 1991 Stock Option and Award Plan, as amended through July 31, 1997. Incorporated
by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 4, 1997, File No. 1-4455................................................
10.2 The Company's 1982 Stock Option and Award Plan, as amended through July 31, 1997. Incorporated
by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 4, 1997, File No. 1-4455................................................
20
EXHIBITS PAGE
- ----------- ---------
10.3 Dole Food Company, Inc. Executive Supplementary Retirement Plan (effective January 1, 1989),
First Restatement. Incorporated by reference to Exhibit 10(c) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 29, 1990, File No. 1-4455.....................
10.4 Dole Food Company, Inc. 1998 Combined Annual and Long Term Incentive Plan for Executive
Officers. Incorporated by reference to Exhibit 10 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 20, 1998, File No. 1-4455..............................
10.5 Dole Food Company, Inc. Executive Deferred Compensation Plan. Incorporated by reference to
Exhibit 10.9 to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, File No. 1-4455.....................................................................
10.6 The Company's 1996 Non-Employee Directors Deferred Stock and Cash Compensation Plan, as amended
effective October 1, 1997. Incorporated by reference to Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended October 4, 1997, File No.
1-4455........................................................................................
10.7 The Company's Stock Ownership Enhancement Program, as effective July 31, 1997. Incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended October 4, 1997, File No. 1-4455................................................
10.8 The Company's 1995 Non-Employee Directors Stock Option Plan. Incorporated by reference to
Exhibit 4.1 to the Company's Report on Form S-8 filed on June 28, 1995, Registration No.
33-60641......................................................................................
13 Dole Food Company, Inc. 1997 Annual Report for the fiscal year ended January 3, 1997. (This
Report is furnished for information of the Commission and, except for those portions thereof
which are expressly incorporated by reference herein, is not "filed" as a part of this Annual
Report on Form 10-K.).........................................................................
21 Subsidiaries of Dole Food Company, Inc..........................................................
23 Consent of Arthur Andersen LLP..................................................................
27 Financial Data Schedules........................................................................
21
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Shareholders and Board of Directors
of Dole Food Company, Inc.:
We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements included in Dole Food Company, Inc.'s
annual report to shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated February 5, 1999. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the preceding index is the responsibility of the Company's
management and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
February 5, 1999
F-1
DOLE FOOD COMPANY, INC.
VALUATION AND QUALIFYING ACCOUNTS
YEAR ENDED JANUARY 2, 1999
ADDITIONS
--------------------------
BALANCE AT CHARGED TO CHARGED TO
BEGINNING COSTS AND OTHER BALANCE AT
OF YEAR EXPENSES ACCOUNTS(B) DEDUCTIONS(A) END OF YEAR
----------- ----------- ------------- --------------- -----------
(IN THOUSANDS)
YEAR ENDED JANUARY 2, 1999
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Trade receivables.......................... 37,869 16,104 880 3,646 51,207
Notes and other current receivables........ 22,230 23,580 (119) 4,133 41,558
Long-term notes and other receivables...... 24,456 13,882 471 4,275 34,534
YEAR ENDED JANUARY 3, 1998
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Trade receivables.......................... 40,766 4,932 -- 7,829 37,869
Notes and other current receivables........ 20,988 4,994 -- 3,752 22,230
Long-term notes and other receivables...... 13,474 10,951 3,300 3,269 24,456
YEAR ENDED DECEMBER 28, 1996
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Trade receivables.......................... 32,329 18,271 -- 9,834 40,766
Notes and other current receivables........ 14,665 8,992 -- 2,669 20,988
Long-term notes and other receivables...... 10,399 5,311 -- 2,336 13,374
NOTE:
(A) Write-off of uncollectible amounts.
(B) Purchase accounting and transfers among allowance accounts.
F-2