8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 18, 2003

Date of Report

DOLE FOOD COMPANY, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

1-4455	99-0035300
(Commission File No.)	(IRS Employer Identification Number)

One Dole Drive

Westlake Village, California 91362

(Address of Principal Executive Offices)

(818) 879-6600

(Registrant’s Telephone Number, Including Area Code)

TABLE OF CONTENTS

	Item 5. OTHER EVENTS
	Item 7. FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. OTHER EVENTS

     On March 18, 2003, Dole Food Company, Inc. issued the press releases attached hereto as Exhibits 99.1 and 99.2.

1

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

Exhibit
Number	Description
99.1	Press Release of Dole Food Company, Inc., dated March 18, 2003
99.2	Press Release of Dole Food Company, Inc., dated March 18, 2003

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     Date: March 18, 2003

DOLE FOOD COMPANY, INC.
By:	/s/ RICHARD DAHL
	Richard Dahl Chief Financial Officer

3

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of Dole Food Company, Inc., dated March 18, 2003
99.2	Press Release of Dole Food Company, Inc., dated March 18, 2003

EX-99.1 3 a88564exv99w1.htm EXHIBIT 99.1

EXHIBIT 99.1

DOLE FOOD COMPANY, INC.
P.O. Box 5132 • Westlake Village, CA 91359-5132 • 818-874-4000 • Fax 818-874-4893

[LOGO]

NEWS RELEASE

CONTACT: C. Michael Carter
818-879-6810

DOLE FOOD COMPANY, INC. ANNOUNCES PRICING OF DEBT OFFERING

WESTLAKE VILLAGE, California — March 18, 2003 — Dole Food Company, Inc. (NYSE:DOL) announced that it has priced at par an offering of $475 million principal amount of 8.875% Senior Notes due 2011, with interest payable semi-annually in cash. The notes were offered within the United States only to qualified institutional investors pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to persons outside the United States in compliance with Regulation S under the Securities Act.

The net proceeds from the offering, along with proceeds from other sources of financing and available cash at Dole, will be used to pay the consideration, to retire and refinance certain outstanding indebtedness and to pay certain related fees and expenses in connection with the proposed going-private merger transaction in which David H. Murdock, Dole’s Chairman and Chief Executive Officer, will acquire the approximately 76% of Dole’s common stock that he and his affiliates do not already own for $33.50 per share in cash. A stockholder meeting to vote on the proposed merger will be held on March 26, 2003. Assuming stockholder approval of the merger agreement and the satisfaction of financing conditions, Dole expects that the closing of the offering and the delivery of the new notes will occur shortly thereafter.

The securities have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Dole Food Company, Inc., with 2002 revenues of $4.4 billion, is the world’s largest producer and marketer of high-quality fresh fruit, fresh vegetables and fresh-cut flowers, and markets a growing line of packaged goods.

This release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. Forward looking

statements, which are based on management’s current expectations, are generally identifiable by the use of terms such as “may,” “will,” “expects,” “believes,” “intends” and similar expressions. The potential risks and uncertainties that could cause actual results to differ materially from those expressed or implied herein include weather-related phenomena; market responses to industry volume pressures; product and raw materials supplies and pricing; electrical power supply and pricing; changes in interest and currency exchange rates; economic crises and security risks in developing countries; international conflict; and quotas, tariffs and other governmental actions. Further information on the factors that could affect Dole’s financial results is included in its SEC filings, including its Annual Report on Form 10-K.

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EX-99.2 4 a88564exv99w2.htm EXHIBIT 99.2

EXHIBIT 99.2

DOLE FOOD COMPANY, INC.
P.O. Box 5132 • Westlake Village, CA 91359-5132 • 818-874-4000 • Fax
818-874-4893

[LOGO]

NEWS RELEASE

CONTACT: C. Michael Carter
818-879-6810

DOLE FOOD COMPANY, INC. ANNOUNCES REVISED TERMS FOR EXISTING NOTES

WESTLAKE VILLAGE, California — March 18, 2003 — Dole Food Company, Inc. (NYSE:DOL) announced today that it has agreed to revise the terms of the $400 million of its 7.25% Senior Notes due 2009 (the “2009 Notes”) and the $155 million of its 7.875% Debentures due 2013 (the “2013 Debentures”). These changes will occur upon consummation of the proposed going-private merger transaction in which David H. Murdock, Dole’s Chairman and Chief Executive Officer, will acquire the approximately 76% of Dole’s common stock that he and his affiliates do not already own for $33.50 per share in cash. Dole also updated information in its press release dated March 4, 2003 to indicate that it does not presently believe that it is necessary to market the $75 million of senior notes of DHM Holding Company, Inc. discussed in the prior release. The new financing necessary to consummate the transaction is currently expected to consist of $1.125 billion of senior secured credit facilities and $475 million of 8.875% Senior Notes due 2011 (the “2011 Notes”).

The terms of the 2009 Notes and the 2013 Debentures will be modified to provide for interest payments at new rates of 8.625% per annum and 8.75%, respectively. Both the 2009 Notes and the 2013 Debentures will be modified to provide for substantially similar covenants and senior subordinated guarantees as will exist under Dole’s new 2011 Notes. As to Dole’s two other series of outstanding debt securities, the transaction financing arrangements provide that the $209.8 million outstanding of its 7% Notes due 2003 will be defeased, and the $200 million outstanding of its 6.375% Notes due 2005 will be redeemed. All of these actions will occur upon consummation of the proposed going-private merger transaction.

The 2011 Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Dole Food Company, Inc., with 2002 revenues of $4.4 billion, is the world’s largest producer and marketer of high-quality fresh fruit, fresh vegetables and fresh-cut flowers, and markets a growing line of packaged goods.

This release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve a number of risks and uncertainties. Forward looking statements, which are based on management’s current expectations, are generally identifiable by the use of terms such as “may,” “will,” “expects,” “believes,” “intends” and similar expressions. The potential risks and uncertainties that could cause actual results to differ materially from those expressed or implied herein include weather-related phenomena; market responses to industry volume pressures; product and raw materials supplies and pricing; electrical power supply and pricing; changes in interest and currency exchange rates; economic crises and security risks in developing countries; international conflict; and quotas, tariffs and other governmental actions. Further information on the factors that could affect Dole’s financial results is included in its SEC filings, including its Annual Report on Form 10-K.

# # #

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EX-99.1

Dole Food Company

EX-99.2

Dole Food Company