-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SJq7IrWgwefFIRagUW9B84SUtjEhDPA/0mOSFBpVrcm/yV9uDGWiyrAuvL/sYgP0 Uvmk3AVLolYTxJn+uU1n4g== 0000902595-01-500096.txt : 20010703 0000902595-01-500096.hdr.sgml : 20010703 ACCESSION NUMBER: 0000902595-01-500096 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010702 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLE FOOD COMPANY INC CENTRAL INDEX KEY: 0000018169 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 990035300 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04455 FILM NUMBER: 1673588 BUSINESS ADDRESS: STREET 1: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 BUSINESS PHONE: 8188796600 MAIL ADDRESS: STREET 1: ONE DOLE DRIVE CITY: WESTLAKE VILLAGE STATE: CA ZIP: 91362 FORMER COMPANY: FORMER CONFORMED NAME: CASTLE & COOKE INC DATE OF NAME CHANGE: 19910731 8-K 1 a937619.txt 8K CURRENT REPORT 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 ___________________ Date of Report (Date of earliest event reported) July 2, 2001 Dole Food Company, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-4455 99-0035300 (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation or Organization) One Dole Drive Westlake Village, 91362 California (Zip Code) (Address of Principal Executive Offices) (818) 874-4000 (Registrant's telephone number, including Area Code) ___________________ ITEM 5. OTHER EVENTS. Effective June 30, 2001 at 11:59 p.m. (Hawaii time), Dole Food Company, Inc. (the "Company") changed its state of incorporation from Hawaii to Delaware. The change in the Company's state of incorporation was approved by its stockholders at the annual meeting of stockholders held on June 8, 2001. The reincorporation in the State of Delaware was accomplished by the merger of Dole Food Company, Inc., a Hawaii corporation, into its wholly-owned subsidiary, DFCM, Inc., a Delaware corporation, which was the surviving corporation in the merger. At the time of the effectiveness of the merger, the corporate name of DFCM, Inc. was changed to Dole Food Company, Inc. Prior to the merger, DFCM, Inc. had no assets or liabilities other than nominal assets or liabilities. The reincorporation will not result in any change in the Company's name, business, assets or liabilities; will not cause the Company's corporate headquarters or other facilities to be moved; and will not result in any relocation of management or other employees. Stockholders will not be required to undertake a mandatory exchange of the Company's shares. Certificates for the Company's shares automatically represent an equal number of shares in the Delaware corporation. The Company's common stock is deemed registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, by operation of Rule 12g-3 thereunder. The full text of the press release describing the reincorporation is set forth in Exhibit 99.1 attached hereto. ITEM 7. EXHIBITS. Exhibit Number Description 99.1 Press release dated July 2, 2001. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DOLE FOOD COMPANY, INC. By: /s/ Lawrence A. Kern Lawrence A. Kern President and Chief Operating Officer Date: July 2, 2001 EXHIBIT 99.1 Dole Food Company, Inc. P.O. Box 5132 Westlake Village, CA 91359-5132 818-874-4000 Fax 818-874-4893 NEWS RELEASE CONTACT: FREYA MANEKI 818-879-6812 DOLE FOOD COMPANY, INC. ANNOUNCES REINCORPORATION AS A DELAWARE CORPORATION WESTLAKE VILLAGE, California, July 2, 2001 -- Dole Food Company, Inc. (NYSE: DOL) today announced that the reincorporation of the company from Hawaii to Delaware became effective July 1, 2001. The reincorporation was approved by the company's stockholders at the 2001 Annual Meeting of Stockholders held June 8, 2001. Dole Food Company, Inc., with 2000 revenues of $4.8 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 foods. # # -----END PRIVACY-ENHANCED MESSAGE-----