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DOLE > SEC Filings for DOLE > Form 8-K on 20-Sep-2013All Recent SEC Filings

Show all filings for DOLE FOOD CO INC



Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement.

On September 19, 2013, Dole Food Company, Inc., a Delaware corporation (the "Company"), David H. Murdock, the Chairman of the Board of Directors of the Company, Chief Executive Officer of the Company and the beneficial owner of approximately 40% of the outstanding common stock, par value $.001 per share, of the Company, DFC Holdings, LLC, a Delaware limited liability company ("Parent"), and DFC Merger Corp., a Delaware corporation ("Purchaser"), whose sole stockholder is Parent, entered into Amendment No. 2 (the "Amendment") to that certain Agreement and Plan of Merger (the "Merger Agreement") among the Company, Mr. Murdock, Parent and Purchaser. The Amendment amends the Merger Agreement so that any shares held by the Company's directors and executive officers will be excluded in determining whether a majority of the Disinterested Stockholders (as defined therein) have approved the Merger Agreement. A copy of the Amendment is attached as Exhibit 2.1 to this current report on Form 8-K and incorporated herein by reference.

Additional Information

The Company has filed a preliminary proxy statement and related materials with the Securities and Exchange Commission (the "SEC") and, when completed, it intends to file a definitive proxy statement with the SEC and mail a notice and proxy statement with respect to the Merger Agreement to the Company's stockholders. This proxy statement will contain important information about the Company, Mr. Murdock, Parent, Purchaser, the merger and related matters. Stockholders are urged to read carefully when they become available the proxy statement and any other relevant documents filed or to be filed with the SEC in connection with the merger or incorporated by reference in the proxy statement, because they will contain important information about the Company and the merger. Stockholders will also be able to obtain the proxy statement, as well as other relevant documents, without charge, from the SEC by going to the SEC's website at or, without charge, from the Company by going to the Company's Investor Relations website at This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of the Company.

The Company and its executive officers, directors and certain other members of management and employees may be deemed to be "participants" in the solicitation of proxies from the Company's stockholders with respect to the merger. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the merger will be set forth in the proxy statement and the other relevant documents to be filed with the SEC. You can find information about the Company's executive officers and directors in its Annual Report on Form 10-K for the fiscal year ended December 29, 2012, and in its definitive annual stockholder meeting proxy statement filed with the SEC on Schedule 14A on April 12, 2013.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

2.1 Amendment No. 2 to Agreement and Plan of Merger, dated as of September 19, 2013, among DFC Holdings, LLC, DFC Merger Corp., David H. Murdock and Dole Food Company, Inc.

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