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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Fresh Del Monte Produce Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, $.01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
G36738105
--------------------------------------------------------------------------------
(CUSIP Number)
Bruce A. Jordan
Vice President and General Counsel
Del Monte Fresh Produce Company
241 Sevilla Avenue
Coral Gables, FL 33134
With a copy to:
Janet Fisher, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 2001
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (11-02)
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
IAT Group Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
- 0 -
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,922,536 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.90%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sumaya Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Lebanon
7 SOLE VOTING POWER
- 0 -
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,922,536 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.90%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mohammad Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jordan
7 SOLE VOTING POWER
2,394,905 Ordinary Shares, par value $0.01
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,394,905 Ordinary Shares, par value $0.01
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,317,441 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.16%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oussama Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Chile
7 SOLE VOTING POWER
783,239 Ordinary Shares, par value $0.01
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 783,239 Ordinary Shares, par value $0.01
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,705,775 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.29%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maher Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Lebanon
7 SOLE VOTING POWER
673,239 Ordinary Shares, par value $0.01
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 673,239 Ordinary Shares, par value $0.01
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,595,775 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.10%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amir Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jordan
7 SOLE VOTING POWER
1,059,381 Ordinary Shares, par value $0.01
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,059,381 Ordinary Shares, par value $0.01
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,981,917 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.78%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fatima Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jordan
7 SOLE VOTING POWER
- 0 -
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,922,536 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.90%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nariman Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jordan
7 SOLE VOTING POWER
- 0 -
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,922,536 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.90%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maha Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jordan
7 SOLE VOTING POWER
- 0 -
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,922,536 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.90%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wafa Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jordan
7 SOLE VOTING POWER
- 0 -
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,922,536 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.90%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. G36738105
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanan Abu-Ghazaleh
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jordan
7 SOLE VOTING POWER
- 0 -
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY 26,922,536 Ordinary Shares, par value $0.01
EACH REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH - 0 -
10 SHARED DISPOSITIVE POWER
26,922,536 Ordinary Shares, par value $0.01
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,922,536 Ordinary Shares, par value $0.01
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.90%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
-------------------
Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), IAT Group Inc., a company incorporated under the laws of the
Cayman Islands ("IAT"), Sumaya Abu-Ghazaleh, Mohammad Abu-Ghazaleh, Oussama
Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh hereby amend and restate
in its entirety their statement on Schedule 13D, dated September 17, 1998 (the
"1998 Schedule 13D"), as amended on January 28, 1999 (the "1999 Amendment")
relating to the ordinary shares, par value $0.01 per share ("Ordinary Shares"),
of Fresh Del Monte Produce Inc. (the "Company"). Pursuant to Rule 13d-2(a) of
Regulation 13D-G of the General Rules and Regulations under the Act, Fatima
Abu-Ghazaleh, Nariman Abu-Ghazaleh, Maha Abu-Ghazaleh, Wafa Abu-Ghazaleh and
Hanan Abu-Ghazaleh hereby amend and restate in its entirety their statement on
Schedule 13D, dated September 20, 2001 (the "2001 Schedule 13D"), relating to
Ordinary Shares. Pursuant to Rule 101(a)(2)(ii) of Regulation S-T, this
amendment (the "Amendment") restates the entire text of the 1998 Schedule 13D
and the 1999 Amendment.
For purposes of this Amendment and any subsequent amendment
(unless otherwise defined therein), the term "Reporting Persons" means IAT,
Sumaya Abu-Ghazaleh, Mohammad Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher
Abu-Ghazaleh, Amir Abu-Ghazaleh, Fatima Abu-Ghazaleh, Nariman Abu-Ghazaleh, Maha
Abu-Ghazaleh, Wafa Abu-Ghazaleh and Hanan Abu-Ghazaleh.
FG Holdings Limited, a company incorporated under the laws of
the Cayman Islands ("FG Holdings"), beneficially owned substantially all of the
outstanding Ordinary Shares of the Company from December 20, 1996 until the
consummation of the initial public offering (the "IPO") of the Company's
Ordinary Shares on October 29, 1997. Since the IPO and through September 17,
1998, FG Holdings retained direct ownership of approximately 63.0% of the
outstanding Ordinary Shares of the Company. Prior to the transactions requiring
the filing of the 1998 Schedule 13D, FG Holdings and the other persons listed as
reporting persons in the 1998 Schedule 13D filed a Statement on Schedule 13G,
and Amendment No. 1 thereto, pursuant to Rule 13d-1(d) under the Exchange Act.
On October 13, 1998, FG Holdings, IAT, Ahmed Abu-Ghazaleh,
Sumaya Abu-Ghazaleh, Mohammad Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher
Abu-Ghazaleh and Amir Abu-Ghazaleh filed the 1998 Schedule 13D to reflect the
acquisition of beneficial ownership by IAT, of an additional 6,000,000 Ordinary
Shares from the Company pursuant to the Acquisition Agreement among the Company,
IAT, and Ahmed Abu-Ghazaleh, Sumaya Abu-Ghazaleh, Mohammad Abu-Ghazaleh, Oussama
Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh, the stockholders of IAT
(collectively, the "IAT Selling Stockholders"), dated as of July 20, 1998 (the
"IAT Acquisition Agreement"), as more fully described in Items 3 and 6 below. At
the closing of the transactions under the IAT Acquisition Agreement on September
17, 1998 (the "IAT Acquisition"), IAT transferred to the Company all of the
issued and outstanding shares of capital stock of the operating subsidiaries of
IAT, in exchange for aggregate consideration from the Company consisting of: (i)
the assumption of existing debt of subsidiaries of IAT in an amount equal to
approximately $130 million, (ii) the delivery to IAT of $25 million in cash and
(iii) the delivery to IAT of 6,000,000 Ordinary Shares (the "IAT Acquisition
Consideration").
On January 28, 1999, FG Holdings, IAT, Ahmed Abu-Ghazaleh,
Sumaya Abu-Ghazaleh, Mohammad Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher
Abu-Ghazaleh and Amir Abu-Ghazaleh filed the 1999 Amendment to reflect (a) a
share transfer between MARS Limited, a Marshall Islands corporation ("MARS"),
and FG Holdings, whereby MARS' ownership interest in FG Holdings was increased
from 14% to 16.7394511% and the interest of IAT in FG Holdings was decreased
from 86% to 83.2605489% and (b) a January 20, 1999 dividend of the Company's
Ordinary Shares owned by FG Holdings to its shareholders, MARS and IAT, which
was followed immediately by a dividend by MARS of the 5,020,764 Company Ordinary
Shares it received from FG Holdings to its shareholders, Mohammad Abu-Ghazaleh,
Oussama Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh.
On September 20, 2001, Fatima Abu-Ghazaleh, Nariman
Abu-Ghazaleh, Maha Abu-Ghazaleh, Wafa Abu-Ghazaleh and Hanan Abu-Ghazaleh filed
the 2001 Schedule 13D to reflect the inheritance by each of them from the estate
of Ahmed Abu-Ghazaleh of 1.34% respectively of the voting equity securities of
IAT.
Item 2. Identity and Background.
-----------------------
This Amendment is hereby filed by the Reporting Persons.
(a) Name of the Reporting Persons.
(1) IAT Group Inc.
(2) Sumaya Abu-Ghazaleh
(3) Mohammad Abu-Ghazaleh
(4) Oussama Abu-Ghazaleh
(5) Maher Abu-Ghazaleh
(6) Amir Abu-Ghazaleh
(7) Fatima Abu-Ghazaleh
(8) Nariman Abu-Ghazaleh
(9) Maha Abu-Ghazaleh
(10) Wafa Abu-Ghazaleh
(11) Hanan Abu-Ghazaleh
(b) Residence or business address of the Reporting Persons.
(1) The principal business address of IAT is c/o Walker
House, Mary Street, P.O. Box 908 GT, George Town, Grand Cayman, Cayman Islands.
(2) The business address of each of Mohammad Abu-Ghazaleh
and Oussama Abu-Ghazaleh is c/o Del Monte Fresh Produce (Chile) S.A., Avenida
Santa Maria 6330, Vitacura, Santiago, Chile.
(3) The business address of each of Sumaya Abu-Ghazaleh,
Maher Abu-Ghazaleh, Amir Abu-Ghazaleh, Fatima Abu-Ghazaleh, Nariman
Abu-Ghazaleh, Maha Abu-Ghazaleh, Wafa Abu-Ghazaleh and Hanan Abu-Ghazaleh is c/o
Ahmed Abu-Ghazaleh & Sons Co. Ltd., No. 18, Hamariya Fruit & Vegetable Market,
Dubai, United Arab Emirates.
(c) Present principal occupation or employment.
(1) IAT is a holding company for certain companies owned
or controlled by the Abu-Ghazaleh family. Until consummation of the IAT
Acquisition, IAT engaged primarily in the production, packaging, transportation,
distribution and marketing of table grapes, apples, stonefruit, citrus and other
fresh produce on a worldwide basis. IAT also engaged in maritime transportation
of fresh fruit and other products for itself and third parties in its owned,
leased and chartered refrigerated vessels. In addition, IAT manufactured plastic
harvesting boxes and bins, fruit trays and other plastic products. As a result
of the consummation of the IAT Acquisition, these activities formerly conducted
by IAT and its subsidiaries are conducted by the Company and its subsidiaries.
The name, residence, or business address, and present
principal occupation of each director, executive officer and controlling person
of IAT is presented in Schedule II, incorporated herein by reference.
(2) Sumaya Abu-Ghazaleh's present principal occupation is
shareholder of IAT.
(3) Mohammad Abu-Ghazaleh's present principal occupation
is Chairman of the Board, Director and Chief Executive Officer of the Company.
The Company's global business is primarily the worldwide sourcing,
transportation and marketing of fresh and fresh-cut produce. The Company's
principal executive office is located at Walker House, Mary Street, P.O. Box 908
GT, Georgetown, Grand Cayman, Cayman Islands and its U.S. executive office is
located at c/o Del Monte Fresh Produce Company, 241 Sevilla Avenue, Coral
Gables, Florida, 33134. Mohammad Abu-Ghazaleh is also a shareholder and the
Chief Executive Officer of IAT.
(4) Oussama Abu-Ghazaleh's present principal occupation is
as a Director and shareholder of IAT.
(5) Maher Abu-Ghazaleh's present principal occupation is
Managing Director of Suma International General Trading and Contracting Company,
whose principal business is cold storage and whose address is P.O. Box 215
Safat, 13003 Kuwait. Maher Abu-Ghazaleh is also a Director of the Company and a
Director and shareholder of IAT.
(6) Amir Abu-Ghazaleh's present principal occupation is
General Manager of Abu-Ghazaleh International Company, whose principal business
is the distribution and marketing of fresh produce and whose address is P.O. Box
1767, Duba1, United Arab Emirates. Amir Abu-Ghazaleh is also a Director of the
Company and a Director and shareholder of IAT.
(7) The present principal occupation of each of Fatima
Abu-Ghazaleh, Nariman Abu-Ghazaleh, Maha Abu-Ghazaleh, Wafa Abu-Ghazaleh and
Hanan Abu-Ghazaleh is homemaker and shareholder of IAT.
(d) None of the Reporting Persons, during the last five years,
has been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) None of the Reporting Persons, during the last five years,
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship.
(1) IAT is a company incorporated under the laws of the
Cayman Islands.
(2) Each of Sumaya Abu-Ghazaleh and Maher Abu-Ghazaleh is
a citizen of Lebanon.
(3) Oussama Abu-Ghazaleh is a citizen of Chile.
(4) Each of Mohammad Abu-Ghazaleh, Amir Abu-Ghazaleh,
Fatima Abu-Ghazaleh, Nariman Abu-Ghazaleh, Maha
Abu-Ghazaleh, Wafa Abu-Ghazaleh and Hanan Abu-Ghazaleh
is a citizen of Jordan.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
At the closing of the IAT Acquisition, IAT transferred to the
Company all of the issued and outstanding shares of capital stock of the
operating subsidiaries of IAT, in exchange for the IAT Acquisition
Consideration. In addition, under the terms of the IAT Acquisition Agreement,
IAT and the IAT Selling Stockholders agreed to indemnify the Company against
certain damages, as described more fully in Item 6 below.
As set forth in Item 1, on January 20, 1999, FG Holdings
declared a dividend (the "FG Holdings Dividend") and distributed the 29,993,600
Ordinary Shares owned by it to its shareholders, IAT and MARS, pro rata. Of the
29,993,600 shares, 24,972,836 were distributed to IAT and 5,020,764 were
distributed to MARS. Immediately following the FG Holdings Dividend, MARS
declared a dividend (the "MARS Dividend") and distributed the 5,020,764 shares
it had received from FG Holdings to its shareholders, pro rata. As of the date
of the 1999 Amendment, the shareholders of FG Holdings were MARS (16.7394511%)
and IAT (83.2605489%).
Neither the shareholders of FG Holdings nor of MARS paid any
consideration for the Ordinary Shares received in connection with the dividends.
As a result of the FG Holdings Dividend and the MARS Dividend, from and after
January 20, 1999 neither MARS nor FG Holdings owns, directly or indirectly, any
Ordinary Shares.
As set forth in Item 1, Fatima Abu-Ghazaleh, Nariman
Abu-Ghazaleh, Maha Abu-Ghazaleh, Wafa Abu-Ghazaleh and Hanan Abu-Ghazaleh
inherited their shares of IAT from the estate of Ahmed Abu-Ghazaleh.
Item 4. Purpose of Transaction.
----------------------
Since the IPO, the Abu-Ghazaleh family members have at all
times maintained direct or indirect ownership and control of a majority of the
outstanding Ordinary Shares of the Company, have directed the Company's
management and policies and have controlled the election of the entire board of
directors.
The purpose of the IAT Acquisition was to combine the
respective businesses of the Company and IAT. The acquisition by IAT of the
6,000,000 additional Ordinary Shares as a result of the closing of the IAT
Acquisition did not affect the Abu-Ghazaleh family members' continuing ability
to maintain indirect ownership and control of a majority of the outstanding
Ordinary Shares of the Company, direct the Company's management and policies and
control the election of the entire board of directors.
The purpose of the FG Holdings Dividend and the MARS Dividend
was to allow the shareholders of MARS to hold their interest in the Company
directly, rather than indirectly.
The purpose of the transactions reported in this Amendment was
to permit the Reporting Persons effecting such transactions to diversify their
investment portfolios. Depending on market conditions and other factors, and
subject to regulatory restrictions, the Reporting Persons may purchase
additional securities of the Company, or continue to sell securities of the
Company, from time to time in the open market or in privately negotiated
transactions, pursuant to a written trading plan or otherwise. The Reporting
Persons also may, from time to time, and reserve the right to, formulate other
plans or proposals regarding the Company or its securities, to the extent deemed
advisable by the Reporting Persons.
Except as set forth above, none of the Reporting Persons, nor,
to the best of their knowledge, any of the directors or executive officers
listed on Schedule I or Schedule II, has any plan or proposal which relates to
or would result in: (a) the acquisition by any person of additional securities
of the Company, or the disposition of the securities of the Company; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Company; (f) any
other material change in the Company's business or corporate structure; (g)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the 1934 Act; or (j)
any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of the date hereof: (i) IAT beneficially owns
26,922,536 Ordinary Shares, which constitutes approximately 47.90% of the
Ordinary Shares outstanding; (ii) Sumaya Abu-Ghazaleh beneficially owns
26,922,536 Ordinary Shares, which constitutes approximately 47.90% of the
Ordinary Shares outstanding; (iii) Mohammad Abu-Ghazaleh beneficially owns
29,317,441 Ordinary Shares, which constitutes approximately 52.16% of the
Ordinary Shares outstanding; (iv) Oussama Abu-Ghazaleh beneficially owns
27,705,775 Ordinary Shares, which constitutes approximately 49.29% of the
Ordinary Shares outstanding; (v) Maher Abu-Ghazaleh beneficially owns 27,595,775
Ordinary Shares, which constitutes approximately 49.10% of the Ordinary Shares
outstanding; (vi) Amir Abu-Ghazaleh beneficially owns 27,981,917 Ordinary
Shares, which constitutes approximately 49.78% of the Ordinary Shares
outstanding; (vii) Fatima Abu-Ghazaleh beneficially owns 26,922,536 Ordinary
Shares, which constitutes approximately 47.90% of the Ordinary Shares
outstanding; (viii) Nariman Abu-Ghazaleh beneficially owns 26,922,536 Ordinary
Shares, which constitutes approximately 47.90% of the Ordinary Shares
outstanding; (ix) Maha Abu-Ghazaleh beneficially owns 26,922,536 Ordinary
Shares, which constitutes approximately 47.90% of the Ordinary Shares
outstanding; (x) Wafa Abu-Ghazaleh beneficially owns 26,922,536 Ordinary Shares,
which constitutes approximately 47.90% of the Ordinary Shares outstanding; and
(xi) Hanan Abu-Ghazaleh beneficially owns 26,922,536 Ordinary Shares, which
constitutes approximately 47.90% of the Ordinary Shares outstanding.
(b) As of the date hereof: (i) IAT directly beneficially owns
26,922,536 Ordinary Shares, which constitutes approximately 47.90% of the
Ordinary Shares outstanding; (ii) Sumaya Abu-Ghazaleh directly beneficially owns
no Ordinary Shares; (iii) Mohammad Abu-Ghazaleh directly beneficially owns
2,394,905 Ordinary Shares, which constitutes approximately 4.26% of the Ordinary
Shares outstanding; (iv) Oussama Abu-Ghazaleh directly beneficially owns 783,239
Ordinary Shares, which constitutes approximately 1.39% of the Ordinary Shares
outstanding; (v) Maher Abu-Ghazaleh directly beneficially owns 673,239 Ordinary
Shares, which constitutes approximately 1.20% of the Ordinary Shares
outstanding; (vi) Amir Abu-Ghazaleh directly beneficially owns 1,059,381
Ordinary Shares, which constitutes approximately 1.88% of the Ordinary Shares
outstanding; (vii) Fatima Abu-Ghazaleh directly beneficially owns no Ordinary
Shares; (viii) Nariman Abu-Ghazaleh directly beneficially owns no Ordinary
Shares; (ix) Maha Abu-Ghazaleh directly beneficially owns no Ordinary Shares;
(x) Wafa Abu-Ghazaleh directly beneficially owns no Ordinary Shares; and (xi)
Hanan Abu-Ghazaleh directly beneficially owns no Ordinary Shares.
As a result of the disposition of the estate of Ahmed Abu-Ghazaleh,
Sumaya Abu-Ghazaleh owns 12.5% of IAT's outstanding voting equity securities,
each of Mohammad Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir
Abu-Ghazaleh owns 20.2% of IAT's outstanding voting equity securities, and each
of Fatima Abu-Ghazaleh, Nariman Abu-Ghazaleh, Maha Abu-Ghazaleh, Wafa
Abu-Ghazaleh and Hanan Abu-Ghazaleh owns 1.34% of IAT's outstanding voting
equity securities. By reason of their relationship, the Reporting Persons may be
deemed to share voting and dispositive power with respect to 26,922,536 Ordinary
Shares held directly by IAT.
Individually, no Abu-Ghazaleh family member owns a controlling interest
in IAT. Because each of the IAT shareholders votes with other family members,
however, the Abu-Ghazaleh family jointly controls IAT. As a result, the
individual Abu-Ghazaleh family members may be deemed to beneficially own the
26,922,536 Ordinary Shares, representing approximately 47.90% of the outstanding
Ordinary Shares, directly owned by IAT. As a result, each individual
Abu-Ghazaleh family member is executing this Amendment with respect to the
Ordinary Shares directly owned by IAT. In addition, each of Mohammad
Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh is
executing this Amendment with respect to the Ordinary Shares beneficially owned
directly by him, as indicated above. Pursuant to Rule 13d-4 under the Exchange
Act, this Amendment shall not be construed as an admission that any other
Abu-Ghazaleh family member is the beneficial owner of the Ordinary Shares owned
directly by any of Mohammad Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher
Abu-Ghazaleh or Amir Abu-Ghazaleh, and IAT and each other individual
Abu-Ghazaleh family member expressly disclaims beneficial ownership of such
Ordinary Shares.
Because no individual Abu-Ghazaleh family member owns a controlling
interest in IAT, but rather the family members must act in concert to control
IAT, no individual Abu-Ghazaleh family member has the sole power to vote or to
direct the voting of, or the sole power to dispose or to direct the disposition
of, any Ordinary Shares owned directly by IAT. Except for the Ordinary Shares
owned directly by each of Mohammad Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher
Abu-Ghazaleh or Amir Abu-Ghazaleh, respectively, and as to which each of
Mohammad Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher Abu-Ghazaleh or Amir
Abu-Ghazaleh has, respectively, sole power to vote or to direct the vote, and
sole power to dispose or to direct the disposition, none of the Reporting
Persons who are members of the Abu-Ghazaleh family has sole power to vote or to
direct the voting of, or the sole power to dispose or to direct the disposition
of, any of the Ordinary Shares covered by this Amendment.
As of the date of the 1998 Schedule 13D, IAT owned 86.0% of the
outstanding voting equity securities of FG Holdings, and MARS owned the
remaining 14.0% of the outstanding voting equity securities of FG Holdings.
Because IAT owned 86.0% of the outstanding voting equity securities of FG
Holdings, IAT owned indirectly and controlled the 29,993,600 Ordinary Shares
then owned directly by FG Holdings, representing approximately 55.9% of the
then-outstanding Ordinary Shares. As of the date of the 1998 Schedule 13D, all
of the outstanding voting equity securities of IAT were owned by six members of
the Abu-Ghazaleh family, each of whom was a Reporting Person on the 1998
Schedule 13D. The six IAT shareholders as of that date were Ahmed Abu-Ghazaleh
(20%), Sumaya Abu-Ghazaleh (10%), Mohammad Abu-Ghazaleh (17.5%), Oussama
Abu-Ghazaleh (17.5%), Maher Abu-Ghazaleh (17.5%) and Amir Abu-Ghazaleh (17.5%).
As of the date of the 1998 Schedule 13D, four members of the
Abu-Ghazaleh family owned all the outstanding voting equity securities of MARS,
which owned 14.0% of the outstanding voting equity securities of FG Holdings.
MARS was not a Reporting Person under the 1998 Schedule 13D, however, because
MARS did not have the power to vote or to direct the voting of, or the power to
dispose or to direct the disposition of, any Ordinary Shares in light of IAT's
then-ownership of 86.0% of the outstanding securities of FG Holdings. As of the
date of the 1998 Schedule 13D, the MARS shareholders were Mohammad Abu-Ghazaleh,
Oussama Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh; these
individuals owned 47.7%, 15.6%, 15.6% and 21.1%, respectively, of the
outstanding securities of MARS. Collectively they owned 100% of the outstanding
securities of MARS. As set forth in Item 4, as a result of the FG Holdings
Dividend and the MARS Dividend, from and after January 20, 1999 neither MARS nor
FG Holdings owns, directly or indirectly, any Ordinary Shares.
(c) Schedules III.A, III.B, III.C and III.D, incorporated
herein by reference, set forth all acquisitions and dispositions of Ordinary
Shares by any of the Reporting Persons from November 1, 2001, including the
identity of the Reporting Person who effected the transaction, the date of the
transaction, the amount of Ordinary Shares involved, the price per share, and
where and how the transaction was effected
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
The IAT Acquisition Agreement. The following is a brief
description of the IAT Acquisition Agreement, and is qualified in its entirety
by reference to such agreement, which was previously filed as an exhibit to the
1998 Schedule 13D and is incorporated herein by reference. At the closing of the
IAT Acquisition, IAT transferred to the Company all of the issued and
outstanding shares of capital stock of the operating subsidiaries of IAT, in
exchange for the IAT Acquisition Consideration. The closing of the IAT
Acquisition was conditioned upon (i) the approval of the IAT Acquisition
Agreement by the holders of a majority of the outstanding Ordinary Shares and,
in addition, (ii) the approval of the IAT Acquisition Agreement by the holders
of a majority of the outstanding Ordinary Shares (excluding shares held by the
Reporting Persons) present and voting at the meeting of shareholders called to
consider the agreement, each of which approvals were obtained at the meeting of
shareholders of the Company held on September 17, 1998.
Pursuant to the IAT Acquisition Agreement, IAT and the IAT
Selling Stockholders jointly and severally agreed to indemnify fully, hold
harmless and defend the Company against any damages arising out of or relating
to (i) any inaccuracy or breach of any representation or warranty of IAT or the
IAT Selling Stockholders in the IAT Acquisition Agreement or (ii) any breach of
any covenant or agreement of IAT and the IAT Selling Stockholders in the IAT
Acquisition Agreement. The Company's right to indemnification survived until the
first anniversary of the closing date of the IAT Acquisition and the aggregate
liability of IAT and the IAT Selling Stockholders for indemnification could not
exceed the total consideration paid by the Company. In addition, each claim for
indemnification could not be less than $50,000 and indemnification payments
would only be made in the event damages related to such claims in the aggregate
exceed $250,000.
IAT and the IAT Selling Stockholders also agreed to indemnify
and hold harmless the Company for any damages the Company suffers as a result of
certain tax liabilities incurred by the subsidiaries of IAT before the closing
date of the IAT Acquisition and not otherwise provided for.
The Registration Rights Agreement. The following is a brief
description of the Registration Rights Agreement, and is qualified in its
entirety by reference to such agreement, which was previously filed as an
exhibit to the 1998 Schedule 13D and is incorporated herein by reference. FG
Holdings entered into a registration rights agreement (the "Registration Rights
Agreement") with the Company, which became effective upon the consummation of
the IPO, pursuant to which the Company granted FG Holdings and its affiliates
the right to require, subject to the terms and conditions set forth therein, the
Company to register Ordinary Shares held by them (the "Registrable Securities")
for sale in accordance with their intended method of disposition thereof (a
"demand registration"). The holders of a majority of the Registrable Securities
may request one demand registration per year (except in certain circumstances).
In addition, so long as FG Holdings continued to hold at least 5% of the
outstanding Ordinary Shares, FG Holdings also had the right to request one
demand registration. FG Holdings could not require more than one demand
registration each year. Additionally, the Company granted to FG Holdings the
right, subject to certain exceptions, to participate in registrations of
Ordinary Shares initiated by the Company on its own behalf or on behalf of any
other shareholder (a "piggy-back registration").
The Registration Rights Agreement provides that to the extent
not inconsistent with applicable law, each holder of Registrable Securities will
not effect any public sale or distribution of any Registrable Securities of the
Company, or any securities convertible into or exchangeable or exercisable for
such Registrable Securities, during the seven days prior to and the 90 days
after any registration relating to such Registrable Securities has become
effective, except as part of such registration, if requested by the Company or
the managing underwriter or underwriters of such offering. In addition, the
Company has agreed not to effect any public sale or distribution of its
Registrable Securities or securities convertible into or exchangeable or
exercisable for any of such Registrable Securities during the seven days prior
to and the 90 days after any registration relating to such Registrable
Securities has become effective, except as part of such registration and except
pursuant to registrations relating to employee benefit plans and certain other
offerings.
The Company is required to pay expenses (other than
underwriting discounts and commissions) incurred by FG Holdings and its
affiliates in connection with the demand and piggy-back registrations. Subject
to certain limitations specified in the Registration Rights Agreement, FG
Holdings' registration rights are assignable to third parties. The Registration
Rights Agreement contains indemnification and contribution provisions by the
Company for the benefit of FG Holdings and its permitted assigns and related
persons. The rights of FG Holdings under the Registration Rights Agreement will
terminate if FG Holdings and its affiliates cease to own at least 5% of the
outstanding Ordinary Shares.
Under the Registration Rights Agreement, all of the Ordinary
Shares held by the Reporting Persons and covered by this Amendment constitute
Registrable Securities.
The Strategic Alliance Agreement. The following is a brief
description of the Strategic Alliance Agreement, and is qualified in its
entirety by reference to such agreement, which was previously filed as an
exhibit to the 1998 Schedule 13D and is incorporated herein by reference. Prior
to the IPO, IAT entered into a letter agreement dated August 29, 1997 (the
"Strategic Alliance Agreement") with the Company in order to delineate the
relationship between the Company and IAT and its affiliates in respect of
competition in, and acquisitions relating to, the fresh produce business. Under
the Strategic Alliance Agreement, IAT agreed not to compete, directly or
indirectly, with the Company in the sale, marketing, production, distribution or
transportation of any fresh produce products that the Company sells in the
markets in which the Company had been selling such products as of the date of
the IPO (other than with respect to products and markets in which IAT and its
affiliates sell as of such date), and to use its best efforts to cause its
affiliates to comply with such restrictions. IAT also agreed to notify and offer
to the Company, on a first refusal basis, certain fresh produce acquisition and
business opportunities (excluding acquisitions within and transactions between
the IAT group) made available or brought to the attention of IAT and to use its
best efforts to cause its affiliates to do the same. The Strategic Alliance
Agreement will remain in effect until the later of (i) October 29, 2007 (ten
years from the date of the consummation of the IPO) and (ii) such time as IAT
and its affiliates beneficially own less than 25% of the outstanding voting
shares of the Company or IAT no longer controls, or is under common control
with, the Company.
Except as described in Item 4 above and in this Item 6, none
of the Reporting Persons, nor, to the best knowledge of the Reporting Persons,
any of the directors or executive officers listed on Schedule I or Schedule II
hereto, has any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to securities of the Company.
Item 7. Material To Be Filed As Exhibits.
--------------------------------
1. Joint Filing Agreement by and among FG Holdings Limited,
IAT Group Inc., Ahmed Abu-Ghazaleh, Sumaya Abu-Ghazaleh, Mohammad Abu-Ghazaleh,
Oussama Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh, previously filed
as Exhibit 1 to the 1998 Schedule 13D.
2. Acquisition Agreement among Fresh Del Monte Produce Inc.,
IAT Group Inc., and Ahmed Abu-Ghazaleh, Sumaya Abu-Ghazaleh, Mohammad
Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher Abu-Ghazaleh and Amir Abu-Ghazaleh,
the stockholders of IAT, dated as of July 20, 1998, previously filed as Exhibit
2 to the 1998 Schedule 13D.
3. Registration Rights Agreement dated as of October 15, 1997
between FG Holdings Limited, a Cayman Islands corporation, and Fresh Del Monte
Produce Inc., a Cayman Islands corporation, previously filed as Exhibit 3 to the
1998 Schedule 13D.
4. Strategic Alliance Agreement between Fresh Del Monte
Produce Inc. and IAT Group Inc. dated August 29, 1997, previously filed as
Exhibit 4 to the 1998 Schedule 13D.
5. Joint Filing Agreement by and among Fatima Abu-Ghazaleh,
Nariman Abu-Ghazaleh, Wafa Abu-Ghazaleh, Maha Abu-Ghazaleh and Hanan
Abu-Ghazaleh, previously filed as Exhibit 1 to the 2001 Schedule 13D.
6. Joint Filing Agreement by and among IAT Group Inc., Sumaya
Abu-Ghazaleh, Mohammad Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher Abu-Ghazaleh,
Amir Abu-Ghazaleh, Fatima Abu-Ghazaleh, Nariman Abu-Ghazaleh, Maha Abu-Ghazaleh,
Wafa Abu-Ghazaleh and Hanan Abu-Ghazaleh.
7. Power of Attorney, dated as of July 29, 2003, in favor of
Mohammad Abu-Ghazaleh by Sumaya Abu-Ghazaleh, Oussama Abu-Ghazaleh, Maher
Abu-Ghazaleh, Amir Abu-Ghazaleh, Nariman Abu-Ghazaleh, Wafa Abu-Ghazaleh, Maha
Abu-Ghazaleh and Hanan Abu-Ghazaleh.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
IAT GROUP INC.
By: /s/ Mohammad Abu-Ghazaleh
-------------------------------------
Mohammad Abu-Ghazaleh
Chairman and Chief Executive Officer
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
SUMAYA ABU-GHAZALEH
*
-------------------------------------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
MOHAMMAD ABU-GHAZALEH
*
-------------------------------------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
AMIR ABU-GHAZALEH
*
-------------------------------------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
MAHER ABU-GHAZALEH
*
-------------------------------------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
OUSSAMA ABU-GHAZALEH
*
-------------------------------------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
FATIMA ABU-GHAZALEH
*
-------------------------------------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
NARIMAN ABU-GHAZALEH
*
-------------------------------------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
MAHA ABU-GHAZALEH
*
-------------------------------------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
WAFA ABU-GHAZALEH
*
-------------------------------------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2003
HANAN ABU-GHAZALEH
*
-------------------------------------
*By: /s/ Mohammad Abu-Ghazaleh
-------------------------
Mohammad Abu-Ghazaleh
Attorney-in-fact
SCHEDULE I
Directors and Executive Officers of FG Holdings Limited
as of the date of the 1999 Amendment
Name and Title Residence or Business Address Principal Occupation Citizenship
Mohammad Abu-Ghazaleh c/o Del Monte Fresh Produce Director, Chairman of the Board of Jordan
(Chile) S.A., Avenida Santa Maria Directors and Chief Executive Officer
6330, Vitacura, Santiago, Chile of each of IAT, FG Holdings and the
Company
Hani El-Naffy c/o Del Monte Fresh Produce Director, President and Chief Operating Chile
Company, 800 Douglas Road, North Officer of the Company; Director of FG
Tower, 12th Floor, Coral Gables, Holdings
Florida 33134
Amir Abu-Ghazaleh c/o Ahmed Abu-Ghazaleh & Sons Co. Director of the Company; Director of FG Jordan
Ltd., No. 18, Hamariya Fruit & Holdings
Vegetable Market, Dubai, United
Arab Emirates
Jimenez Tenazas c/o Del Monte Fresh Produce Chief Financial Officer of FG Holdings Philippines
Company, 800 Douglas Road, North
Tower, 12th Floor, Coral Gables,
Florida 33134
Zoltan Pinter c/o Del Monte Fresh Produce General Counsel and Secretary of FG U.S.A.
Company, 800 Douglas Road, North Holdings; Associate General Counsel of
Tower, 12th Floor, Coral Gables, Del Monte Fresh Produce Company, a
Florida 33134 subsidiary of the Company
Caledonian Bank & Trust Limited Caledonian House, Mary Street, Assistant Secretary incorporated under
George Town, Grand Cayman, Cayman the laws of the
Islands Cayman Islands
SCHEDULE II
Directors and Executive Officers of IAT Group Inc.
as of the date hereof
Name and Title Residence or Business Address Principal Occupation Citizenship
Mohammad Abu-Ghazaleh c/o Del Monte Fresh Produce Director, Chairman of the Board of Jordan
(Chile) S.A., Avenida Santa Maria Directors and Chief Executive Officer
6330, Vitacura, Santiago, Chile of each of IAT and the Company
Oussama Abu-Ghazaleh c/o Del Monte Fresh Produce Director of IAT Chile
(Chile) S.A., Avenida Santa Maria
6330, Vitacura, Santiago, Chile
Maher Abu-Ghazaleh c/o Ahmed Abu-Ghazaleh & Sons Co. Director of IAT; Director of the Company Lebanon
Ltd., No. 18, Hamariya Fruit &
Vegetable Market, Dubai, United
Arab Emirates
Amir Abu-Ghazaleh c/o Ahmed Abu-Ghazaleh & Sons Co. Director of IAT; Director of the Company Jordan
Ltd., No. 18, Hamariya Fruit &
Vegetable Market, Dubai, United
Arab Emirates
Schedule III.A
IAT Group Inc.
Transactions in Ordinary Shares
Each of the transactions described below was a sale of Ordinary Shares
for cash on the New York Stock Exchange.
Amount
Date Disposed Of Price/Share (1)
---- ----------- ---------------
11/15/2001 4000 12.92
11/19/2001 5000 12.92
11/23/2001 10000 12.95
11/26/2001 100 12.98
11/27/2001 900 12.95
11/29/2001 5400 12.9544
11/30/2001 2000 12.98
11/30/2001 16600 13.5566
12/3/2001 13500 13.9067
12/4/2001 11500 13.8857
12/5/2001 4000 13.925
12/6/2001 12500 13.9126
12/7/2001 8500 14.0924
12/10/2001 22100 14.4203
12/11/2001 20500 14.4059
12/12/2001 23500 14.3257
12/13/2001 19100 14.4102
12/14/2001 16200 14.3299
12/17/2001 42300 14.539
12/18/2001 26000 14.8287
12/19/2001 8300 14.9311
12/19/2001 5050 15.0112
12/20/2001 12400 14.7967
12/21/2001 18000 14.5651
12/24/2001 49200 14.2151
12/26/2001 22100 14.594
12/27/2001 24000 14.9433
12/28/2001 20000 15.008
12/31/2001 12000 15.0872
1/2/2002 8900 15.0183
1/3/2002 30000 14.9297
1/4/2002 10800 14.9127
1/7/2002 10500 13.8124
1/8/2002 22850 13.8678
1/9/2002 12200 14.1573
2/15/2002 2000 17
2/19/2002 45000 17.3303
2/20/2002 10000 17.231
2/21/2002 400 17.03
2/22/2002 76600 17.5561
2/25/2002 14000 17.6215
2/26/2002 20300 17.5187
2/27/2002 30300 17.7917
2/28/2002 13500 17.4746
3/1/2002 11200 17.545
3/4/2002 32500 17.5294
3/5/2002 22200 17.7916
3/6/2002 30100 18.077
3/7/2002 16000 18.1903
3/8/2002 24200 18.3575
3/11/2002 43000 18.9217
3/12/2002 21000 19.1809
3/13/2002 11400 19.5169
3/14/2002 600 19.4367
3/14/2002 1400 18.4807
3/15/2002 7800 18.3427
3/18/2002 11900 17.2207
3/19/2002 17100 17.8269
3/20/2002 6500 18.0174
3/21/2002 5000 17.6006
3/22/2002 5500 17.6424
3/25/2002 20900 18.2748
3/26/2002 23200 18.8766
3/26/2002 1000 19.3
3/27/2002 5400 19.1007
5/6/2002 12000 22.9209
5/7/2002 29500 23.0035
5/8/2002 57300 23.2218
5/9/2002 24900 23.4217
5/10/2002 31500 23.6087
5/13/2002 38100 23.8837
5/14/2002 40000 24.0094
5/15/2002 5500 24.1796
5/16/2002 17000 23.9001
5/17/2002 7600 24.0896
5/20/2002 14000 23.9519
5/21/2002 5100 23.8839
5/22/2002 33100 24.0188
5/23/2002 9000 24.1904
5/24/2002 6300 23.8384
5/28/2002 2000 23.6355
5/29/2002 8000 23.4964
5/30/2002 32500 24.0706
5/31/2002 23500 24.3838
6/3/2002 10400 24.326
6/4/2002 9200 24.0137
6/5/2002 35500 24.2555
6/6/2002 8000 24.1675
6/7/2002 5000 23.4554
6/10/2002 21000 23.827
6/11/2002 23400 24.4503
6/12/2002 36000 24.7657
6/13/2002 42000 25.2622
6/14/2002 27500 25.5615
6/17/2002 39500 26.8914
6/18/2002 34500 27.5289
6/18/2002 43000 28.4685
6/19/2002 1000 28.595
6/24/2002 9100 26.8842
6/25/2002 13100 27.3392
6/26/2002 11600 26.8172
6/27/2002 11500 25.077
6/28/2002 17000 25.1631
7/1/2002 26000 25.2744
7/2/2002 15000 25.1016
7/3/2002 29000 25.2453
7/5/2002 31600 25.7442
7/8/2002 8200 25.8739
7/9/2002 16700 25.5499
7/10/2002 34600 25.8617
7/11/2002 37700 25.9665
7/12/2002 26500 25.9573
7/15/2002 2500 24.238
7/16/2002 3500 23.302
7/17/2002 4100 21.9305
7/18/2002 15800 21.4959
7/19/2002 9900 21.3323
7/22/2002 17800 20.3417
7/23/2002 23200 20.7362
7/24/2002 28000 20.1426
7/25/2002 43000 21.3492
7/26/2002 28100 21.6354
7/29/2002 39800 22.8987
7/30/2002 33700 23.6166
7/31/2002 44600 24.1895
8/1/2002 25500 24.9825
8/2/2002 6700 24.4264
8/5/2002 7000 24.1847
8/6/2002 9400 23.9545
8/7/2002 12225 24.3896
8/8/2002 3500 25.2137
8/12/2002 25000 26.8777
8/13/2002 19600 27.2206
8/14/2002 12700 27.0458
8/15/2002 17000 27.1086
8/19/2002 16500 26.4295
8/20/2002 24400 26.8305
8/21/2002 19500 28.0119
8/22/2002 4590 28.3582
9/23/2002 23100 24.3083
9/24/2002 22000 23.2786
9/25/2002 22000 23.1864
9/26/2002 17200 22.8235
9/27/2002 16310 23.8381
9/30/2002 48400 24.8808
10/1/2002 46000 26.2506
10/2/2002 12200 25.0301
10/3/2002 21500 25.0217
10/4/2002 11200 24.4405
10/7/2002 17200 24.49
10/8/2002 34400 24.4654
10/9/2002 10900 24.0438
10/10/2002 12100 24.1153
10/11/2002 20200 24.1807
10/14/2002 21500 24.28
10/15/2002 41100 24.5082
10/16/2002 18700 24.3691
10/17/2002 31400 24.4786
10/18/2002 31100 24.655
10/21/2002 36500 24.9187
10/22/2002 39000 24.8084
10/23/2002 38500 24.9032
10/24/2002 48500 25.4839
10/25/2002 49000 25.626
10/28/2002 50000 25.9006
10/29/2002 63500 26.2736
10/30/2002 56000 27.2742
10/31/2002 38700 27.4795
11/1/2002 44400 27.6773
11/4/2002 51000 28.3398
11/5/2002 37300 29.2942
11/6/2002 33000 29.1537
11/7/2002 31600 28.0005
11/8/2002 9398 27.3693
11/11/2002 6300 26.3438
11/12/2002 11200 26.5146
11/18/2002 21600 26.7931
11/19/2002 12400 26.7046
11/20/2002 20000 26.3312
11/21/2002 3000 23.5517
11/22/2002 20000 22.1955
11/25/2002 24000 23.0128
11/26/2002 20000 22.4337
11/27/2002 23000 22.8862
11/29/2002 32000 23.0048
12/2/2002 16000 22.2463
12/3/2002 12000 21.2688
12/4/2002 18677 21.3505
12/5/2002 20200 22.1938
12/6/2002 26000 22.033
12/9/2002 26000 21.8212
12/10/2002 10000 20.8
12/11/2002 7000 20.2069
12/12/2002 8600 20.3488
12/13/2002 2000 20.2
12/24/2002 14300 20.1638
12/26/2002 10000 20.325
7/14/2003 3000 28.0717
(1) Price includes commission.
Schedule III.B
Mohammad Abu-Ghazaleh
Transactions in Ordinary Shares
Each of the acquisitions desribed below was a purchase of Ordinary
Shares through the exercise of options.
Each of the dispositions described below was a sale of Ordinary Shares
for cash through the New York Stock Exchange.
Amount Amount
Date Disposed Of Acquired Price/Share (1)
---- ----------- -------- ---------------
3/13/2002 11300 9.2813
3/13/2002 11300 194,369
3/27/2002 12550 9.2813
3/27/2002 12550 19.5762
3/28/2002 2650 9.2813
3/28/2002 2650 19.4426
4/1/2002 14000 9.2813
4/1/2002 14000 19.3419
4/2/2002 6000 9.2813
4/2/2002 6000 19.3468
4/2/2002 4000 9.2813
4/2/2002 4000 19.4138
4/3/2002 12000 9.2813
4/3/2002 12000 19.9206
4/4/2002 4150 9.2813
4/4/2002 4150 19.8012
4/4/2002 400 9.2813
4/4/2002 400 19.82
4/5/2002 3600 9.2813
4/5/2002 3600 19.9797
4/8/2002 1000 9.2813
4/8/2002 1000 19.69
4/9/2002 2000 9.2813
4/9/2002 2000 19.518
4/10/2002 6750 9.2813
4/10/2002 6750 19.8496
4/11/2002 14250 9.2813
4/11/2002 14250 20.5626
4/12/2002 15500 9.2813
4/12/2002 15500 20.944
4/15/2002 23000 9.2813
4/15/2002 23000 21.3369
4/16/2002 10850 9.2813
4/16/2002 10850 21.7302
4/22/2002 20000 9.2813
4/22/2002 20000 21.4922
4/22/2002 38000 9.2813
4/22/2002 38000 22.8032
4/24/2002 37728 9.2813
4/24/2002 37728 22.8032
4/24/2002 272 9.2813
4/24/2002 272 22.7232
5/3/2002 600 23.976
7/14/2003 10744 9.2813
7/14/2003 10744 27.8301
7/14/2003 69,226 9.2813
7/14/2003 69,226 27.9114
(1) Price includes commission.
Schedule III.C
Maher Abu-Ghazaleh
Transactions in Ordinary Shares
Each of the acquisitions desribed below was a purchase of Ordinary
Shares through the exercise of options.
Each of the dispositions described below was a sale of Ordinary Shares
for cash through the New York Stock Exchange.
Amount Amount
Date Disposed Of Acquired Price/Share (1)
---- ----------- -------- ---------------
3/6/2001 5000 7.6
3/6/2001 5000 7.6
3/6/2001 5000 7.6
3/6/2001 2500 7.7
3/7/2001 5000 7.7
3/7/2001 5000 7.7
3/7/2001 5000 7.7
3/7/2001 5000 7.7
3/8/2001 400 7.7
3/9/2001 5000 7.5
3/9/2001 5000 7.5
3/12/2001 1800 7.5
5/3/2001 5000 7.5
5/3/2001 2000 7.52
5/3/2001 5000 7.5
5/3/2001 18000 7.5
5/3/2001 5000 7.5
5/4/2001 5000 7.5
5/4/2001 5000 7.5
5/4/2001 5000 7.5
5/4/2001 5300 7.5
5/4/2001 5000 7.5
5/8/2002 25000 5.95
5/8/2002 25000 23.208
(1) Price includes commission.
Schedule III.D
Amir Abu-Ghazaleh
Transactions in Ordinary Shares
Each of the acquisitions desribed below was a purchase of Ordinary
Shares through the exercise of options.
Each of the dispositions described below was a sale of Ordinary Shares
for cash through the New York Stock Exchange.
Amount Amount
Date Disposed Of Acquired Price/Share (1)
---- ----------- -------- ---------------
5/8/2002 25000 5.95
5/8/2002 25000 23.208
(1) Price includes commission.