Attached files
file | filename |
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EX-4.18 - EX-4.18 - DOLE FOOD CO INC | v53746a6exv4w18.htm |
EX-10.16 - EX-10.16 - DOLE FOOD CO INC | v53746a6exv10w16.htm |
EX-10.22 - EX-10.22 - DOLE FOOD CO INC | v53746a6exv10w22.htm |
As filed with the Securities and Exchange Commission on
October 22, 2009
Registration Number 333-161345
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
Amendment No. 6
to
to
Form S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DOLE FOOD COMPANY,
INC.
(Exact name of Registrant as
specified in its charter)
Delaware | 0100 | 99-0035300 | ||
(State or other jurisdiction
of incorporation or organization |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
One Dole Drive
Westlake Village, California
91362
(818) 879-6600
(Address, including zip code,
and telephone number, including area code, of registrants
of principal executive offices)
David A. DeLorenzo
President and Chief Executive
Officer
Dole Food Company,
Inc.
One Dole Drive
Westlake Village, California 91362
(818) 879-6600
(Name, address and telephone
number, including area code, of agent for service)
Copies to:
Jonathan K. Layne Gibson, Dunn & Crutcher LLP 2029 Century Park East Los Angeles, CA 90067 (310) 552-8500 |
C. Michael Carter Dole Food Company, Inc. One Dole Drive Westlake Village, California 91362 (818) 879-6600 |
Alison S. Ressler Sullivan & Cromwell LLP 1888 Century Park East, Suite 2100 Los Angeles, CA 90067 (310) 712-6600 |
As soon as practicable after
this Registration Statement becomes effective.
(Approximate date of
commencement of proposed sale to the public)
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box. o
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether there registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act (Check one):
Large accelerated
filer o
|
Accelerated
filer o
|
Non-accelerated
filer þ (Do not check if a smaller reporting company) |
Smaller reporting company o |
CALCULATION OF REGISTRATION
FEE
Title of Each Class of Securities |
Proposed Maximum |
Amount of |
||||||||
to be Registered | Aggregate Offering Price(1)(2) | Registration Fee | ||||||||
Common Stock, $0.001 par value
|
$ | 616,083,750 | $ | 34,377.48(3 | ) | |||||
(1) | Estimated solely for the purpose of computing the amount of the registration fee, in accordance with to Rule 457(o) promulgated under the Securities Act of 1933. | |
(2) | Includes offering price of additional shares that the underwriters have the option to purchase. See Underwriting. |
(3) | Previously paid. |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANATORY
NOTE
This Amendment No. 6 to the Registration Statement on
Form S-1
of Dole Food Company, Inc. (File
No. 333-161345)
is being filed solely to complete the information in
Item 13, Other Expenses of Issuance and Distribution, and
to file the exhibits listed in the exhibit index hereto as being
Filed herewith.
PART II
INFORMATION NOT
REQUIRED IN THE PROSPECTUS
ITEM 13. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. |
The table below lists various expenses, other than underwriting
discounts and commissions, we expect to incur in connection with
the sale and distribution of the securities being registered
hereby. All the expenses are estimates, except the Securities
and Exchange Commission registration fee and the FINRA filing
fee.
Type
|
Amount | |||
Securities and Exchange Commission Registration Fee
|
$ | 34,377.48 | ||
FINRA Filing Fee
|
62,108.00 | |||
NYSE Fee
|
150,000.00 | |||
Legal fees and expenses
|
1,000,000.00 | |||
Accounting fees and expenses
|
1,500,000.00 | |||
Printing and engraving expenses
|
450,000.00 | |||
Transfer agent and registrar fees
|
20,000.00 | |||
Miscellaneous expenses
|
50,000.00 | |||
Total
|
$ | 3,266,485.48 |
* | To be filed by amendment |
ITEM 14. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
Section 102 of the Delaware General Corporation Law, or the
DGCL, allows a corporation to eliminate the personal liability
of directors of a corporation to the corporation or its
stockholders for monetary damages for breach of fiduciary duty
as a director, except where the director breached the duty of
loyalty, failed to act in good faith, engaged in intentional
misconduct or knowingly violated a law, authorized the payment
of a dividend or approved a stock repurchase in violation of
Delaware corporate law or obtained an improper personal benefit.
Section 145 of the DGCL provides for the indemnification of
officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons under circumstances
for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act. Our certificate of
incorporation and bylaws provide for indemnification of our
officers, directors, employees and agents to the extent and
under the circumstances permitted under the Delaware General
Corporation Law.
In addition to the indemnification provided by our certificate
of incorporation and bylaws, we will enter into agreements to
indemnify our directors and executive officers. These
agreements, among other things, will require us to indemnify
these directors and officers for certain expenses, including
attorneys fees, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding,
including any action by or in our right, arising out of that
persons services as a director or officer of us or any of
our subsidiaries or any other company or enterprise to which the
person provides services at our request.
The Underwriting Agreement (Exhibit 1.1) provides for
indemnification by the underwriters of us, our directors,
officers and controlling persons, and by us of the underwriters,
for some liabilities, including liabilities arising under the
Securities Act, and affords some rights of contributions with
respect thereto.
ITEM 15. | RECENT SALES OF UNREGISTERED SECURITIES. |
On March 18, 2009, the Company completed the sale and
issuance of $350 million aggregate principal amount of
13.875% Senior Secured Notes due March 2014, or the 2014
Notes, at a discount
II-1
of $25 million. The 2014 Notes were sold to qualified
institutional investors pursuant to Rule 144A under the
Securities Act of 1933, as amended, or the Securities Act, and
to persons outside the United States in compliance with
Regulation S under the Securities Act. The sale of the 2014
Notes to the initial purchasers was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2)
thereof. Interest on the 2014 Notes will be paid semiannually in
arrears on March 15 and September 15 of each year, beginning on
September 15, 2009. The 2014 Notes have the benefit of a
lien on certain U.S. assets of the Company that is junior
to the liens of the Companys senior secured credit
facilities, and are senior obligations of the Company ranking
equally with the Companys existing senior debt. The
Company used the net proceeds from this offering, together with
cash on hand
and/or
borrowings under the revolving credit facility, to purchase all
of the tendered 8.625% notes due May 2009 , or the 2009
Notes, and to irrevocably deposit with the trustee of the 2009
Notes funds that was sufficient to repay the remaining
outstanding 2009 Notes at maturity on May 1, 2009.
On September 25, 2009, the Company completed the sale and
issuance of $315 million aggregate principal amount of
8% Senior Secured Notes due October 2016, or the 2016
Notes, at a discount of approximately $6.2 million. The
2016 Notes were sold to qualified institutional investors
pursuant to Rule 144A under the Securities Act and to
persons outside the United States in compliance with
Regulation S under the Securities Act. The sale of the 2016
Notes to the initial purchasers was exempt from the registration
requirements of the Securities Act pursuant to Section 4(2)
thereof. Interest on the 2016 Notes will be paid semiannually in
arrears on April 1 and October 1 of each year, beginning on
April 1, 2010. The 2016 Notes have the benefit of a lien on
certain U.S. assets of the Company and its
U.S. subsidiaries that is junior to the liens of the
Companys senior secured credit facilities and pari passu
with the liens of the 2014 Notes, and are senior obligations
ranking equally with the Companys existing senior debt.
The Company irrevocably deposited the net proceeds of the 2016
Notes with the trustee of the Companys 7.25% Senior
Notes due 2010, or the 2010 Notes, and issued to the trustee a
notice of redemption for all of the outstanding
$363 million principal amount of 2010 Notes. The redemption
is scheduled to occur on October 26, 2009, using such net
proceeds and additional cash on hand
and/or
borrowings under the Companys senior secured revolving
credit facility to be irrevocably deposited with the trustee
prior to such redemption.
ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
Exhibit |
||||
Number
|
Title
|
|||
1.1#
|
Form of Underwriting Agreement. | |||
3.1(i)#
|
Amended and Restated Certificate of Incorporation of Dole Food Company, Inc., as currently in effect. | |||
3.1(ii)#
|
Amended and Restated Certificate of Incorporation of Dole Food Company, Inc., to be in effect upon consummation of this offering. | |||
3.2(i)#
|
By-Laws of Dole Food Company, Inc., as currently in effect. | |||
3.2(ii)#
|
Amended and Restated Bylaws of Dole Food Company, Inc., to be in effect upon consummation of this offering. | |||
4.1#
|
Indenture, dated as of July 15, 1993, between Dole and Chase Manhattan Bank and Trust Company (formerly Chemical Trust Company of California). | |||
4.2#
|
Form of First Supplemental Indenture, dated as of April 30, 2002, between Dole and J.P. Morgan Trust Company, National Association, to the Indenture dated as of July 15, 1993, pursuant to which $400 million of Doles senior notes due 2009 were issued. | |||
4.3#
|
Officers Certificate, dated August 3, 1993, pursuant to which $175 million of Doles debentures due 2013 were issued. |
II-2
Exhibit |
||||
Number
|
Title
|
|||
4.4#
|
Second Supplemental Indenture, dated as of March 28, 2003, between Dole and Wells Fargo Bank, National Association (successor trustee to J.P. Morgan Trust Company), to the Indenture dated as of July 15, 1993. | |||
4.5
|
Agreement of Removal, Appointment and Acceptance, dated as of March 28, 2003, by and among Dole, J.P. Morgan Trust Company, National Association, successor in interest to Chemical Trust Company of California, as Prior Trustee, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.5 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.6
|
Third Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.6 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.7#
|
Indenture, dated as of March 28, 2003, among Dole, the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee, pursuant to which $475 million of Doles 87/8% senior notes due 2011 were issued. | |||
4.8
|
First Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.8 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.9#
|
Form of Global Note and Guarantee for Doles new 87/8% senior notes due 2011 (included as Exhibit B to Exhibit Number 4.7 hereto). | |||
4.10
|
Indenture, dated as of May 29, 2003, among Dole, the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee, pursuant to which $400 million of Doles 71/4% senior notes due 2010 were issued (incorporated by reference to Exhibit 4.11 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.11
|
First Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.12 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.12
|
Form of Global Note and Guarantee for Doles 71/4% senior notes due 2010 (included as Exhibit A to Exhibit Number 4.11 hereto). | |||
4.13#
|
Form of Dole Food Company, Inc. Master Retirement Savings Trust Agreement, dated as of February 1, 1999, between Dole and The Northern Trust Company. | |||
4.14
|
Indenture, dated as of March 18, 2009, among Dole Food Company, Inc., the guarantors signatory thereto and U.S. Bank National Association, as trustee, pursuant to which $349,903,000 of Doles 13.875% senior secured notes due 2014 were issued (incorporated by reference to Exhibit 4.15 to Doles Current Report on Form 8-K, filed with the Commission on March 24, 2009). | |||
4.15
|
Form of Global Note for Doles 13.875% senior secured notes due 2014 (included as Exhibits A to Exhibit 4.14 hereto). | |||
4.16
|
Form of Guarantee for Doles 13.875% senior secured notes due 2014 (included as Exhibit D to Exhibit 4.14 hereto). | |||
4.17
|
Registration Rights Agreement, dated as of March 18, 2009, among Dole Food Company, Inc. and the guarantors named therein, as issuers, and Deutsche Bank Securities, Inc., Banc of America Securities LLC, Scotia Capital (USA) Inc., Rabo Securities USA, Inc. and Goldman, Sachs & Co., as initial purchasers (incorporated by reference to Exhibit 4.17 to Doles Current Report on Form 8-K, filed with the Commission on March 24, 2009). | |||
4.18*
|
Form of Common Stock Certificate. |
II-3
Exhibit |
||||
Number
|
Title
|
|||
4.19
|
Indenture, dated as of September 25, 2009, among Dole Food Company, Inc., the guarantors signatory thereto and Deutsche Bank Trust Company Americas, as trustee, pursuant to which $315,000,000 of Doles 8% senior secured notes due 2016 were issued (incorporated by reference to Exhibit 99.1 to Doles Current Report on Form 8-K, filed with the Commission on September 30, 2009). | |||
4.20
|
Form of Global Note and Guarantee for Doles 8% senior secured notes due 2016 (included as Exhibits A and D, respectively, to Exhibit 14.19 hereto). | |||
4.21
|
Registration Rights Agreement, dated as of September 25, 2009, among Dole Food Company, Inc. and the guarantors named therein, as issuers, and Deutsche Bank Securities, Inc., Banc of Americas Securities LLC, Wells Fargo Securities, LLC, Scotia Capital (USA) Inc. and Goldman, Sachs & Co., as initial purchasers (incorporated by reference to Exhibit 99.3 to Doles Current Report on Form 8-K, filed with the Commission on September 30, 2009). | |||
5.1#
|
Opinion of Company Counsel. | |||
10.1#
|
Credit Agreement, dated as of March 28, 2003, amended and restated as of April 18, 2005 and further amended and restated as of April 12, 2006, among DHM Holding Company, Inc., a Delaware corporation, Dole Holding Company, LLC, a Delaware limited liability company, Dole Food Company, Inc., a Delaware corporation, Solvest, Ltd., a company organized under the laws of Bermuda, the Lenders from time to time party hereto, Deutsche Bank AG New York Branch, as Deposit Bank, Deutsche Bank AG New York Branch, as Administrative Agent, Banc Of America Securities LLC, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent and Deutsche Bank Securities Inc., as Lead Arranger and Sole Book Runner. | |||
10.2
|
Amendment No. 1, dated as of March 18, 2009, to the Credit Agreement included as Exhibit 10.1 hereto (incorporated by reference to Exhibit 10.2 to Doles Current Report on Form 8-K, filed with the Commission on March 24, 2009). | |||
10.3
|
Credit Agreement, dated as of April 12, 2006, among DHM Holding Company, Inc., a Delaware corporation, Dole Holding Company, LLC, a Delaware limited liability company, Dole Food Company, Inc., a Delaware corporation, the Lenders party hereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent, Banc of America Securities LLC, as Syndication Agent, Deutsche Bank Securities LLC and Banc of America Securities LLC, as Joint Book Running Managers and Deutsche Bank Securities Inc. as Lead Arranger (incorporated by reference to Exhibit 10.2 to Doles Annual Report on Form 10-K for the fiscal year ended December 31, 2005). | |||
10.4
|
Amendment No. 1, dated as of March 18, 2009, to the Credit Agreement included as Exhibit 10.3 hereto (incorporated by reference to Exhibit 10.4 to Doles Current Report on Form 8-K, filed with the Commission on March 24, 2009). | |||
10.5#
|
Doles Supplemental Executive Retirement Plan, Fourth Restatement, effective January 1, 2009. | |||
10.6#
|
Doles Excess Savings Plan, Restated, effective January 1, 2009. | |||
10.7#
|
Amendment 2009-1, effective July 1, 2009, to Doles Excess Savings Plan. | |||
10.8#
|
Doles Non-Employee Directors Deferred Cash Compensation Plan, as Amended and Restated, effective January 1, 2009. | |||
10.9#
|
Severance Pay Plan for Employees of Dole Food Company, Inc. and Participating Divisions and Subsidiaries, effective January 1, 2006. | |||
10.10#
|
Amendment to Severance Pay Plan for Employees of Dole Food Company, Inc. and Participating Divisions and Subsidiaries, dated December 30, 2008. | |||
10.11#
|
Form of Change of Control Agreement entered into with Messrs. David H. Murdock, C. Michael Carter and Joseph S. Tesoriero. | |||
10.12#
|
Form of Indemnification Agreement. | |||
10.13#
|
Form of Registration Rights Agreement. |
II-4
Exhibit |
||||
Number
|
Title
|
|||
10.14#
|
Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
10.15#
|
Form of Incentive Stock Option Agreement under the Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
10.16*
|
Form of Non-Qualified Stock Option Agreement under the Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
10.17#
|
Form of Restricted Stock Unit Agreement under the Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
10.18#
|
Form of Tier 1 Change of Control Agreement. | |||
10.19#
|
Form of Tier 2 Change of Control Agreement. | |||
10.20#
|
Dole Food Company, Inc. Sustained Profit Growth Plan, effective January 1, 2007. | |||
10.21#
|
Dole Food Company, Inc. Sustained Profit Growth Plan, effective January 1, 2008. | |||
10.22*
|
Form of Restricted Stock Agreement under the Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
21#
|
Subsidiaries of Dole Food Company, Inc. | |||
23.1#
|
Consent of Gibson, Dunn & Crutcher, LLP (included as part of Exhibit 5.1). | |||
23.2#
|
Consent of Deloitte & Touche LLP (with respect to Dole financial information). | |||
23.3#
|
Consent of Deloitte & Touche LLP (with respect to DHM Holdings financial information). | |||
24.1#
|
Power of Attorney. | |||
99.1#
|
Consent to be Named of Hon. Elaine L. Chao. | |||
99.2#
|
Consent to be Named of Sherry Lansing. | |||
99.3#
|
Consent to be Named of Dennis M. Weinberg. |
* | Filed herewith |
# | Previously filed |
II-5
ITEM 16. |
DOLE FOOD
COMPANY, INC.
VALUATION AND QUALIFYING ACCOUNTS
VALUATION AND QUALIFYING ACCOUNTS
Balance at |
Charged to |
Balance at |
||||||||||||||||||
Beginning |
Other |
End of |
||||||||||||||||||
of Period | Additions | Deductions(A) | Accounts(B) | Period | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Year Ended January 3, 2009
|
||||||||||||||||||||
Allowance for doubtful accounts
|
||||||||||||||||||||
Trade receivables
|
$ | 47,238 | $ | 8,438 | $ | (25,513 | ) | $ | (1,245 | ) | $ | 28,918 | ||||||||
Notes and other current receivables
|
14,482 | 2,362 | (2,764 | ) | (1,641 | ) | 12,439 | |||||||||||||
Long-term notes and other receivables
|
18,536 | 3,362 | (3,005 | ) | 1,295 | 20,188 | ||||||||||||||
Year Ended December 29, 2007
|
||||||||||||||||||||
Allowance for doubtful accounts
|
||||||||||||||||||||
Trade receivables
|
$ | 47,806 | $ | 18,060 | $ | (18,918 | ) | $ | 290 | $ | 47,238 | |||||||||
Notes and other current receivables
|
14,826 | 3,098 | (3,428 | ) | (14 | ) | 14,482 | |||||||||||||
Long-term notes and other receivables
|
17,927 | 4,011 | (7,205 | ) | 3,803 | 18,536 | ||||||||||||||
Year Ended December 30, 2006
|
||||||||||||||||||||
Allowance for doubtful accounts
|
||||||||||||||||||||
Trade receivables
|
$ | 44,154 | $ | 16,259 | $ | (9,857 | ) | $ | (2,750 | ) | $ | 47,806 | ||||||||
Notes and other current receivables
|
14,431 | 2,382 | (1,936 | ) | (51 | ) | 14,826 | |||||||||||||
Long-term notes and other receivables
|
12,583 | 2,045 | (1,161 | ) | 4,460 | 17,927 |
Note:
(A) | Includes write-offs of uncollectible amounts | |
(B) | Includes purchase accounting and transfers among balance sheet accounts |
II-6
ITEM 17. | UNDERTAKINGS. |
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting
agreement, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, or the Act, may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes that:
(a) For purposes of determining any liability under the
Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by
the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared
effective; and
(b) For the purpose of determining any liability under the
Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 6 to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Westlake
Village, California, on October 22, 2009.
DOLE FOOD COMPANY, INC.
By: |
/s/ C.
Michael Carter
|
C. Michael Carter
Executive Vice President, General Counsel and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, the
following persons have signed this Amendment No. 6 to
Registration Statement in the capacities and on the date
indicated.
* David H. Murdock |
Chairman and Director | October 22, 2009 | ||||
* David A. DeLorenzo |
President and Chief Executive Officer (Principal Executive Officer) and Director | October 22, 2009 | ||||
* C. Michael Carter |
Executive Vice President, General Counsel and Corporate Secretary and Director | October 22, 2009 | ||||
* Scott A. Griswold |
Executive Vice President, Corporate Development and Director | October 22, 2009 | ||||
* Roberta Wieman |
Executive Vice President, Chief of Staff and Director |
October 22, 2009 | ||||
* Joseph S. Tesoriero |
Vice President and Chief Financial Officer (Principal Financial Officer) |
October 22, 2009 | ||||
* Yoon J. Hugh |
Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
October 22, 2009 | ||||
* Andrew J. Conrad |
Director | October 22, 2009 |
II-8
* Justin Murdock |
Vice President, New Products and Corporate Development and Director | October 22, 2009 | ||||
* Edward C. Roohan |
Director | October 22, 2009 | ||||
*By: |
/s/ C.
Michael Carter Attorney-in-Fact |
II-9
EXHIBIT INDEX
Exhibit |
||||
Number
|
Title
|
|||
1.1#
|
Form of Underwriting Agreement. | |||
3.1(i)#
|
Amended and Restated Certificate of Incorporation of Dole Food
Company, Inc., as currently in effect. |
|||
3.1(ii)#
|
Amended and Restated Certificate of Incorporation of Dole Food Company, Inc., to be in effect upon consummation of this offering. | |||
3.2(i)#
|
By-Laws of Dole Food Company, Inc., as currently in effect. | |||
3.2(ii)#
|
Amended and Restated Bylaws of Dole Food Company, Inc., to be in effect upon consummation of this offering. | |||
4.1#
|
Indenture, dated as of July 15, 1993, between Dole and Chase Manhattan Bank and Trust Company (formerly Chemical Trust Company of California). | |||
4.2#
|
Form of First Supplemental Indenture, dated as of April 30, 2002, between Dole and J.P. Morgan Trust Company, National Association, to the Indenture dated as of July 15, 1993, pursuant to which $400 million of Doles senior notes due 2009 were issued. | |||
4.3#
|
Officers Certificate, dated August 3, 1993, pursuant to which $175 million of Doles debentures due 2013 were issued. | |||
4.4#
|
Second Supplemental Indenture, dated as of March 28, 2003, between Dole and Wells Fargo Bank, National Association (successor trustee to J.P. Morgan Trust Company), to the Indenture dated as of July 15, 1993. | |||
4.5
|
Agreement of Removal, Appointment and Acceptance, dated as of March 28, 2003, by and among Dole, J.P. Morgan Trust Company, National Association, successor in interest to Chemical Trust Company of California, as Prior Trustee, and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.5 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.6
|
Third Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.6 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.7#
|
Indenture, dated as of March 28, 2003, among Dole, the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee, pursuant to which $475 million of Doles 87/8% senior notes due 2011 were issued. | |||
4.8
|
First Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.8 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.9#
|
Form of Global Note and Guarantee for Doles new 87/8% senior notes due 2011 (included as Exhibit B to Exhibit Number 4.7 hereto). | |||
4.10
|
Indenture, dated as of May 29, 2003, among Dole, the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee, pursuant to which $400 million of Doles 71/4% senior notes due 2010 were issued (incorporated by reference to Exhibit 4.11 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.11
|
First Supplemental Indenture, dated as of June 25, 2003, by and among Dole, Miradero Fishing Company, Inc., the guarantors signatory thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.12 to Doles Registration Statement on Form S-4, filed with the Commission on June 25, 2003, File No. 333-106493). | |||
4.12
|
Form of Global Note and Guarantee for Doles 71/4% senior notes due 2010 (included as Exhibit A to Exhibit Number 4.11 hereto). | |||
4.13#
|
Form of Dole Food Company, Inc. Master Retirement Savings Trust Agreement, dated as of February 1, 1999, between Dole and The Northern Trust Company. |
Exhibit |
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Number
|
Title
|
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4.14
|
Indenture, dated as of March 18, 2009, among Dole Food Company, Inc., the guarantors signatory thereto and U.S. Bank National Association, as trustee, pursuant to which $349,903,000 of Doles 13.875% senior secured notes due 2014 were issued (incorporated by reference to Exhibit 4.15 to Doles Current Report on Form 8-K, filed with the Commission on March 24, 2009). | |||
4.15
|
Form of Global Note for Doles 13.875% senior secured notes due 2014 (included as Exhibits A to Exhibit 4.14 hereto). | |||
4.16
|
Form of Guarantee for Doles 13.875% senior secured notes due 2014 (included as Exhibit D to Exhibit 4.14 hereto). | |||
4.17
|
Registration Rights Agreement, dated as of March 18, 2009, among Dole Food Company, Inc. and the guarantors named therein, as issuers, and Deutsche Bank Securities, Inc., Banc of America Securities LLC, Scotia Capital (USA) Inc., Rabo Securities USA, Inc. and Goldman, Sachs & Co., as initial purchasers (incorporated by reference to Exhibit 4.17 to Doles Current Report on Form 8-K, filed with the Commission on March 24, 2009). | |||
4.18*
|
Form of Common Stock Certificate. | |||
4.19
|
Indenture, dated as of September 25, 2009, among Dole Food Company, Inc., the guarantors signatory thereto and Deutsche Bank Trust Company Americas, as trustee, pursuant to which $315,000,000 of Doles 8% senior secured notes due 2016 were issued (incorporated by reference to Exhibit 99.1 to Doles Current Report on Form 8-K, filed with the Commission on September 30, 2009). | |||
4.20
|
Form of Global Note and Guarantee for Doles 8% senior secured notes due 2016 (included as Exhibits A and D, respectively, to Exhibit 14.19 hereto). | |||
4.21
|
Registration Rights Agreement, dated as of September 25, 2009, among Dole Food Company, Inc. and the guarantors named therein, as issuers, and Deutsche Bank Securities, Inc., Banc of Americas Securities LLC, Wells Fargo Securities, LLC, Scotia Capital (USA) Inc. and Goldman, Sachs & Co., as initial purchasers (incorporated by reference to Exhibit 99.3 to Doles Current Report on Form 8-K, filed with the Commission on September 30, 2009). | |||
5.1#
|
Opinion of Company Counsel. | |||
10.1#
|
Credit Agreement, dated as of March 28, 2003, amended and restated as of April 18, 2005 and further amended and restated as of April 12, 2006, among DHM Holding Company, Inc., a Delaware corporation, Dole Holding Company, LLC, a Delaware limited liability company, Dole Food Company, Inc., a Delaware corporation, Solvest, Ltd., a company organized under the laws of Bermuda, the Lenders from time to time party hereto, Deutsche Bank AG New York Branch, as Deposit Bank, Deutsche Bank AG New York Branch, as Administrative Agent, Banc Of America Securities LLC, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent and Deutsche Bank Securities Inc., as Lead Arranger and Sole Book Runner. | |||
10.2
|
Amendment No. 1, dated as of March 18, 2009, to the Credit Agreement included as Exhibit 10.1 hereto (incorporated by reference to Exhibit 10.2 to Doles Current Report on Form 8-K, filed with the Commission on March 24, 2009). | |||
10.3
|
Credit Agreement, dated as of April 12, 2006, among DHM Holding Company, Inc., a Delaware corporation, Dole Holding Company, LLC, a Delaware limited liability company, Dole Food Company, Inc., a Delaware corporation, the Lenders party hereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent, Banc of America Securities LLC, as Syndication Agent, Deutsche Bank Securities LLC and Banc of America Securities LLC, as Joint Book Running Managers and Deutsche Bank Securities Inc. as Lead Arranger (incorporated by reference to Exhibit 10.2 to Doles Annual Report on Form 10-K for the fiscal year ended December 31, 2005). | |||
10.4
|
Amendment No. 1, dated as of March 18, 2009, to the Credit Agreement included as Exhibit 10.3 hereto (incorporated by reference to Exhibit 10.4 to Doles Current Report on Form 8-K, filed with the Commission on March 24, 2009). | |||
10.5#
|
Doles Supplemental Executive Retirement Plan, Fourth Restatement, effective January 1, 2009. |
Exhibit |
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Number
|
Title
|
|||
10.6#
|
Doles Excess Savings Plan, Restated, effective January 1, 2009. | |||
10.7#
|
Amendment 2009-1, effective July 1, 2009, to Doles Excess Savings Plan. | |||
10.8#
|
Doles Non-Employee Directors Deferred Cash Compensation Plan, as Amended and Restated, effective January 1, 2009. | |||
10.9#
|
Severance Pay Plan for Employees of Dole Food Company, Inc. and Participating Divisions and Subsidiaries, effective January 1, 2006. | |||
10.10#
|
Amendment to Severance Pay Plan for Employees of Dole Food Company, Inc. and Participating Divisions and Subsidiaries, dated December 30, 2008. | |||
10.11#
|
Form of Change of Control Agreement entered into with Messrs. David H. Murdock, C. Michael Carter and Joseph S. Tesoriero. | |||
10.12#
|
Form of Indemnification Agreement. | |||
10.13#
|
Form of Registration Rights Agreement. | |||
10.14#
|
Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
10.15#
|
Form of Incentive Stock Option Agreement under the Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
10.16*
|
Form of Non-Qualified Stock Option Agreement under the Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
10.17#
|
Form of Restricted Stock Unit Agreement under the Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
10.18#
|
Form of Tier 1 Change of Control Agreement. | |||
10.19#
|
Form of Tier 2 Change of Control Agreement. | |||
10.20#
|
Dole Food Company Inc. Sustained Profit Growth Plan, effective January 1, 2007. | |||
10.21#
|
Dole Food Company Inc. Sustained Profit Growth Plan, effective January 1, 2008. | |||
10.22*
|
Form of Restricted Stock Agreement under the Dole Food Company, Inc. 2009 Stock Incentive Plan. | |||
21#
|
Subsidiaries of Dole Food Company, Inc. | |||
23.1#
|
Consent of Gibson, Dunn & Crutcher, LLP (included as part of Exhibit 5.1). | |||
23.2#
|
Consent of Deloitte & Touche LLP (with respect to the consolidated financial statements of Dole Food Company, Inc.). | |||
23.3#
|
Consent of Deloitte & Touche LLP (with respect to the consolidated financial statements of DHM Holding Company, Inc.) | |||
24.1#
|
Power of Attorney. | |||
99.1#
|
Consent to be Named of Hon. Elaine L. Chao. | |||
99.2#
|
Consent to be Named of Sherry Lansing. | |||
99.3#
|
Consent to be Named of Dennis M. Weinberg. |
* | Filed herewith |
# | Previously filed |