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 4, 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, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 5. OTHER EVENTS

     On March 4, 2003, Dole Food Company, Inc. (the “Company”) issued a press release announcing its intent to offer $375 million of senior notes and the intent of its new proposed holding company, DHM Holding Company, Inc., to offer $75 million of senior notes, in each case in transactions exempt from the registration requirements of the Securities Act of 1933, as amended.

The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference and the descriptions herein of such press release are qualified in their entirety by reference to the press release. The press release contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.

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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS

(c) Exhibits

Exhibit
Number	Description
99.1	Press Release of Dole Food Company, Inc., dated March 4, 2003

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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 4, 2003

DOLE FOOD COMPANY, INC.
By:	/s/ YOON HUGH Yoon Hugh Corporate Controller and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of Dole Food Company, Inc., dated March 4, 2003

4 EX-99.1 3 a88222exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

[DOLE LOGO]

Food Company, Inc.
P.O. Box 5132 • Westlake Village, CA 91359-5132 • 818-874-4000 • Fax 818-874-4893

NEWS RELEASE
Contact: C. Michael Carter
818-879-6810

DOLE FOOD COMPANY, INC. TO OFFER SENIOR NOTES

     WESTLAKE VILLAGE, California — March 4, 2003 — Dole Food Company, Inc. (NYSE: DOL) today announced its intent to offer $375 million of senior notes and the intent of its new proposed holding company, DHM Holding Company, Inc. (“DHM Holdings”), to offer $75 million of senior notes, in each case in transactions exempt from the registration requirements of the Securities Act of 1933. The Company and DHM Holdings intend to use the net proceeds of the offering in connection with the proposed acquisition by David H. Murdock of the approximately 76% of the Company’s common stock that he and his family do not already own.

     The senior notes to be offered by the Company and DHM Holdings have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or a solicitation of an offer to buy such senior notes and is issued pursuant to Rule 135c under the Securities Act of 1933.

     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