Monday, April 16, 2001

Dole moves
to Delaware

By Russ Lynch

Dole Food Co., a Hawaii company since 1851, plans to reincorporate in Delaware, following the lead of a number of other major companies that were founded in Hawaii but are no longer incorporated here.

Dole Foods Co. The change makes no difference to its operations in Hawaii, where the company grows pineapple, papaya, coffee and diversified agriculture products on 8,000 acres on Oahu. It will also continue to pay Hawaii taxes on its business here. But the Delaware incorporation will give it flexibility, predictability and speed of action in corporate legal matters, the company said in Securities and Exchange Commission papers, the Wall Street Journal reported today.

Dole outgrew Hawaii many years ago. It is now the world's biggest producer and shipper of fresh fruits and vegetables, doing business in more than 90 countries and employing 60,000 full-time workers, with annual revenues of about $4.8 billion.

Dole shareholders will be asked to vote at their annual meeting June 8 on a proposal to drop the Hawaii incorporation and take out Delaware papers instead. Technically, Dole Food will merge into a new Delaware company that is a wholly owned Dole subsidiary. The company's name, management, board structure, fiscal year and operations will not change.

In recent years, Hawaii has updated its business laws, but Delaware is better in the eyes of many companies. For one reason, it has a Court of Chancery specifically to handle business matters. The Dole board of directors said in a message to shareholders that Delaware "is recognized as having the country's most advanced and flexible corporate statutes."

Other Hawaii companies incorporated in Delaware include Pacific Century Financial Corp. and BancWest Corp., as well as Schuler Homes Inc., Cheap Tickets Inc. and ML Macadamia Orchards. Home builder and property manager Castle & Cooke Inc., which spun off from Dole and has its own shareholders, is still incorporated in Hawaii. Others sticking with Hawaii incorporation include Alexander & Baldwin Inc., Hawaiian Airlines, Hawaiian Electric Industries, CB Bancshares, CPB Inc. and Maui Land & Pineapple.

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