UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: September 17, 2012
DOLE FOOD COMPANY, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-4455 | 99-0035300 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Dole Drive
Westlake Village, California 91362
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (818) 879-6600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Section 7. | Regulation FD |
| Item 7.01. | Regulation FD Disclosure |
On September 17, 2012, Dole issued a press release announcing that it has signed a definitive agreement with ITOCHU Corporation for the sale of Dole’s worldwide packaged foods and Asia fresh produce businesses. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. On September 18, 2012, Dole will host a previously announced conference call/webcast and slide presentation at 4:30 p.m. Eastern Time, in connection with Dole’s issuance of the press release. As noted in the press release, any interested party can listen to the call using the telephone numbers and passcode provided in the press release, and the webcast and slide presentation are available to the public on the website provided in the press release. The slide presentation furnished as Exhibit 99.2 to this Current Report on Form 8-K is the slide presentation available on such website and will be discussed on the conference call/webcast and slide presentation.
| Section 9. | Financial Statement and Exhibits |
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits: |
| 99.1 | Press Release dated September 17, 2012 re definitive agreement for the sale of Dole’s worldwide packaged foods and Asia fresh produce businesses. | |
| 99.2 | Slide presentation to be discussed on publicly accessible September 18, 2012 conference call/webcast and slide presentation. | |
Pursuant to the rules and regulations of the Securities and Exchange Commission, the exhibits and the information set forth therein and herein are furnished to the Commission and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.
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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, thereunto duly authorized.
| Dated: September 18, 2012 |
DOLE FOOD COMPANY, INC. | |||
| REGISTRANT | ||||
| By: | /s/ Joseph S. Tesoriero | |||
| Joseph S. Tesoriero | ||||
| Executive Vice President and Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated September 17, 2012 re definitive agreement for the sale of Dole’s worldwide packaged foods and Asia fresh produce businesses. | |
| 99.2 | Slide presentation to be discussed on publicly accessible September 18, 2012 conference call/webcast and slide presentation. | |
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