Registration of Securities Issued in a Business-Combination Transaction — Form S-4 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-4 Registration of Securities Issued in a HTML 402K
Business-Combination Transaction
2: EX-5 Opinion of Gibson, Dunn & Crutcher LLP HTML 19K
3: EX-12 Computation of Ratio of Earnings to Fixed Charges HTML 28K
4: EX-23.1 Consent of Arthur Andersen LLP HTML 7K
5: EX-25 Form T-1, Statement of Eligibilty of Trustee HTML 66K
6: EX-99.1 Form of Letter of Transmittal HTML 93K
7: EX-99.2 Guidlines on Form W-9 HTML 34K
8: EX-99.3 Form of Notice of Guaranteed Delivery HTML 22K
9: EX-99.4 Form of Letter to Beneficial Holders HTML 34K
Prepared by R.R. Donnelley Financial -- Form of Notice of Guaranteed Delivery
EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
With Respect
to Tender of
Any and All Outstanding 7 1/4% Senior Notes due 2009
In Exchange For
7 1/4% Senior Notes due 2009
of
Dole Food Company, Inc.
Pursuant
to the Prospectus dated , 2002
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON , 2002, UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME TO TIME, THE “EXPIRATION DATE”). TENDERS MAY BE
WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent is:
J.P. Morgan Trust Company, National Association
By Registered or Certified Mail, Hand or Overnight Courier:
Delivery of this Notice of Guaranteed Delivery to an address, or transmission via facsimile, other than as set forth above will not constitute valid delivery.
As set forth in the prospectus dated , 2002 of Dole Food Company, Inc.
(“Dole”) and in the accompanying Letter of Transmittal and instructions thereto (the “Letter of Transmittal”), this form or one substantially equivalent hereto must be used to accept Dole’s offer (the “Exchange
Offer”) to exchange new 7 1/4% Senior Notes due 2009 (“Exchange Notes”) that have been
registered under the Securities Act of 1933, as amended (the “Securities Act”), for all of its outstanding 7 1/4% Senior Notes due 2009 (the “Old Notes”) if the Letter of Transmittal or any other documents required thereby cannot be delivered to the exchange agent, or Old Notes cannot be delivered or if the procedures for book-entry
transfer cannot be completed prior to the Expiration Date. This form may be delivered by an eligible institution (as described in the prospectus) by mail or hand delivery or transmitted, via facsimile, to the exchange agent as set forth above.
Capitalized terms used but not defined herein shall have the meaning given to them in the prospectus.
This form is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the Letter of Transmittal.
Ladies and Gentlemen:
The undersigned hereby tender(s) to Dole Food Company, Inc. upon the terms and subject to the conditions set forth in the prospectus and
the related Letter of Transmittal (receipt of which is hereby acknowledged), the principal amount of Old Notes specified below pursuant to the guaranteed delivery procedures set forth in the prospectus and in Instruction 2 of the Letter of
Transmittal. By so tendering, the undersigned does hereby make, at and as of the date hereof, the representations and warranties of a tendering holder of Old Notes set forth in the Letter of Transmittal.
The undersigned understands that tenders of Old Notes may be withdrawn if the exchange agent receives at one of its addresses specified on
the cover of this Notice of Guaranteed Delivery, not later than 5:00 p.m., New York City time on the Expiration Date, a facsimile transmission or letter setting forth the name of the holder, the aggregate principal amount of Old Notes the holder
delivered for exchange, the certificate number(s) (if any) of the Old Notes and a statement that such holder is withdrawing his election to have such Old Notes or any portion thereof exchanged, in accordance with the procedures set forth in the
prospectus.
All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be
affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal
and legal representatives, successors and assigns of the undersigned.
2
PLEASE SIGN AND COMPLETE
Signature(s) of registered holder(s) or Authorized Signatory:
Name(s) of registered holder(s):
Principal Amount of Old Notes Tendered:
Certificate No.(s) of Old Notes (if available):
Date:
Address:
Area Code and Telephone
No.
If Old Notes will be delivered by book-entry transfer, check trust company below:
¨ The
Depository Trust Company
Depository Account No.
DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
the Old Notes exactly as their name(s) appear on certificate(s) for the Old Notes or, if tendered by a participant in one of the book-entry transfer facilities, exactly as such participant’s name appears on a security position listing as the
owner of Old Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If the signature above is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
Capacity:
Address(es):
3
GUARANTEE
(NOT TO BE USED FOR
SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program (each, an “Eligible Institution”), hereby (i) represents that the above-named persons are deemed to own the Old Notes tendered hereby
within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 14e-4”), (ii) represents that such tender of Old Notes complies with Rule 14e-4 and (iii) guarantees that the Old Notes tendered
hereby in proper form for transfer or confirmation of book-entry transfer of such Old Notes into the exchange agent’s account at the book-entry transfer facility, in each case together with a properly completed and duly executed Letter of
Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other documents required by the Letter of Transmittal, will be received by the exchange agent at its address set forth above within three New York
Stock Exchange trading days after the date of execution hereof.
The Eligible Institution that
completes this form must communicate the guarantee to the exchange agent and must deliver the Letter of Transmittal and Old Notes to the exchange agent within the time period shown herein. Failure to do so could result in a financial loss to such
Eligible Institution.
