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.
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