Dole Food Co Inc – ‘S-4’ on 6/25/03 – EX-3.1(AN)

On:  Wednesday, 6/25/03, at 5:16pm ET   ·   Accession #:  892569-3-1565   ·   File #:  333-106493

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.54M 
                          Business-Combination Transaction                       
 2: EX-1.1      Underwriting Agreement                                44    211K 
28: EX-3.1(AA)  Articles of Incorporation/Organization or By-Laws      9     44K 
29: EX-3.1(AB)  Articles of Incorporation/Organization or By-Laws      3     26K 
30: EX-3.1(AC)  Articles of Incorporation/Organization or By-Laws     10     43K 
31: EX-3.1(AD)  Articles of Incorporation/Organization or By-Laws      4     29K 
32: EX-3.1(AE)  Articles of Incorporation/Organization or By-Laws      3     30K 
33: EX-3.1(AF)  Articles of Incorporation/Organization or By-Laws      6     39K 
34: EX-3.1(AG)  Articles of Incorporation/Organization or By-Laws     11     39K 
35: EX-3.1(AH)  Articles of Incorporation/Organization or By-Laws      4     27K 
36: EX-3.1(AI)  Articles of Incorporation/Organization or By-Laws      4     31K 
37: EX-3.1(AJ)  Articles of Incorporation/Organization or By-Laws     21     69K 
38: EX-3.1(AK)  Articles of Incorporation/Organization or By-Laws      6     34K 
39: EX-3.1(AL)  Articles of Incorporation/Organization or By-Laws      5     40K 
40: EX-3.1(AM)  Articles of Incorporation/Organization or By-Laws      5     32K 
41: EX-3.1(AN)  Articles of Incorporation/Organization or By-Laws      4     31K 
42: EX-3.1(AO)  Articles of Incorporation/Organization or By-Laws      5     36K 
43: EX-3.1(AP)  Articles of Incorporation/Organization or By-Laws      3     31K 
44: EX-3.1(AQ)  Articles of Incorporation/Organization or By-Laws      4     29K 
45: EX-3.1(AR)  Articles of Incorporation/Organization or By-Laws      3     26K 
46: EX-3.1(AS)  Articles of Incorporation/Organization or By-Laws      3     31K 
47: EX-3.1(AT)  Articles of Incorporation/Organization or By-Laws      9     55K 
48: EX-3.1(AU)  Articles of Incorporation/Organization or By-Laws     12     52K 
49: EX-3.1(AV)  Articles of Incorporation/Organization or By-Laws     12     50K 
50: EX-3.1(AW)  Articles of Incorporation/Organization or By-Laws      7     47K 
51: EX-3.1(AX)  Articles of Incorporation/Organization or By-Laws     15     47K 
52: EX-3.1(AY)  Articles of Incorporation/Organization or By-Laws     14     58K 
53: EX-3.1(AZ)  Articles of Incorporation/Organization or By-Laws      8     40K 
 3: EX-3.1(B)   Articles of Incorporation/Organization or By-Laws      5     35K 
54: EX-3.1(BA)  Articles of Incorporation/Organization or By-Laws     11     47K 
55: EX-3.1(BB)  Articles of Incorporation/Organization or By-Laws     19     73K 
56: EX-3.1(BC)  Articles of Incorporation/Organization or By-Laws     21     62K 
57: EX-3.1(BD)  Articles of Incorporation/Organization or By-Laws     16     54K 
58: EX-3.1(BE)  Articles of Incorporation/Organization or By-Laws      9     49K 
59: EX-3.1(BF)  Articles of Incorporation/Organization or By-Laws     18     58K 
60: EX-3.1(BG)  Articles of Incorporation/Organization or By-Laws      5     31K 
61: EX-3.1(BH)  Articles of Incorporation/Organization or By-Laws      3     30K 
62: EX-3.1(BI)  Articles of Incorporation/Organization or By-Laws      5     32K 
63: EX-3.1(BJ)  Articles of Incorporation/Organization or By-Laws      9     41K 
64: EX-3.1(BK)  Articles of Incorporation/Organization or By-Laws      4     30K 
65: EX-3.1(BL)  Articles of Incorporation/Organization or By-Laws      3     30K 
66: EX-3.1(BM)  Articles of Incorporation/Organization or By-Laws      4     29K 
67: EX-3.1(BN)  Articles of Incorporation/Organization or By-Laws      3     30K 
68: EX-3.1(BO)  Articles of Incorporation/Organization or By-Laws      4     31K 
69: EX-3.1(BP)  Articles of Incorporation/Organization or By-Laws      5     38K 
70: EX-3.1(BQ)  Articles of Incorporation/Organization or By-Laws      3     29K 
71: EX-3.1(BR)  Articles of Incorporation/Organization or By-Laws      3     30K 
72: EX-3.1(BS)  Articles of Incorporation/Organization or By-Laws     15     47K 
 4: EX-3.1(C)   Articles of Incorporation/Organization or By-Laws      2     26K 
 5: EX-3.1(D)   Articles of Incorporation/Organization or By-Laws      2     26K 
 6: EX-3.1(E)   Articles of Incorporation/Organization or By-Laws      2     26K 
 7: EX-3.1(F)   Exhibit 3.1(G)                                         3     28K 
 8: EX-3.1(G)   Articles of Incorporation/Organization or By-Laws      9     43K 
 9: EX-3.1(H)   Articles of Incorporation/Organization or By-Laws     10     50K 
10: EX-3.1(I)   Articles of Incorporation/Organization or By-Laws     17     65K 
11: EX-3.1(J)   Articles of Incorporation/Organization or By-Laws      1     23K 
12: EX-3.1(K)   Articles of Incorporation/Organization or By-Laws      2     26K 
13: EX-3.1(L)   Articles of Incorporation/Organization or By-Laws      3     30K 
14: EX-3.1(M)   Articles of Incorporation/Organization or By-Laws      3     27K 
15: EX-3.1(N)   Articles of Incorporation/Organization or By-Laws      6     32K 
16: EX-3.1(O)   Articles of Incorporation/Organization or By-Laws      2     26K 
17: EX-3.1(P)   Articles of Incorporation/Organization or By-Laws     16     62K 
18: EX-3.1(Q)   Articles of Incorporation/Organization or By-Laws     10     44K 
19: EX-3.1(R)   Articles of Incorporation/Organization or By-Laws      3     29K 
20: EX-3.1(S)   Articles of Incorporation/Organization or By-Laws      9     41K 
21: EX-3.1(T)   Articles of Incorporation/Organization or By-Laws     10     45K 
22: EX-3.1(U)   Articles of Incorporation/Organization or By-Laws      6     38K 
23: EX-3.1(V)   Articles of Incorporation/Organization or By-Laws      5     30K 
24: EX-3.1(W)   Articles of Incorporation/Organization or By-Laws      4     32K 
25: EX-3.1(X)   Articles of Incorporation/Organization or By-Laws      2     25K 
26: EX-3.1(Y)   Articles of Incorporation/Organization or By-Laws      2     26K 
27: EX-3.1(Z)   Exhibit 3.1                                            2     26K 
73: EX-3.2(B)   Articles of Incorporation/Organization or By-Laws     17     84K 
77: EX-4.11     Instrument Defining the Rights of Security Holders   168    680K 
78: EX-4.12     Instrument Defining the Rights of Security Holders     6     40K 
74: EX-4.5      Instrument Defining the Rights of Security Holders     4     34K 
75: EX-4.6      Instrument Defining the Rights of Security Holders     7     46K 
76: EX-4.8      Instrument Defining the Rights of Security Holders     6     40K 
79: EX-5.1      Opinion re: Legality                                   5     39K 
80: EX-10.2     Material Contract                                    157    409K 
81: EX-12.1     Statement re: Computation of Ratios                    2±    26K 
82: EX-23.2     Consent of Experts or Counsel                          1     23K 
83: EX-25.1     Statement re: Eligibility of Trustee                HTML     81K 
84: EX-99.1     Miscellaneous Exhibit                               HTML     82K 
85: EX-99.2     Miscellaneous Exhibit                               HTML     37K 
86: EX-99.3     Miscellaneous Exhibit                               HTML     26K 
87: EX-99.4     Miscellaneous Exhibit                               HTML     31K 
88: EX-99.5     Miscellaneous Exhibit                               HTML     30K 

EX-3.1(AN)   —   Articles of Incorporation/Organization or By-Laws

EX-3.1(AN)
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                                                                EXHIBIT 3.1 (AN)

CERTIFICATE OF INCORPORATION

OF

 Produce America, Inc.

 * * * * *

1. The name of the corporation is                             

 Produce America, Inc.

         2. The address of its registered office in the State of Delaware is No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.       

       3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be        
organized under the General Corporation Law of Delaware.                        

         4. The total number of shares of stock which the corporation shall have
authority to issue is one hundred (100); all of such shares shall be without par
value.                                                                          

     5. The name and mailing address of each incorporator is as follows:

NAME                                            MAILING ADDRESS                 
----                                            ---------------                 
K. L. Husfelt                           100 West Tenth Street                   
                          Wilmington, Delaware 19801

P. A. Wright                            100 West Tenth Street,                  
                          Wilmington, Delaware 19801

E. L. Kinsler                           100 West Tenth Street,                  
                          Wilmington, Delaware 19801

6. The corporation is to have perpetual existence.            

    7. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized to make, alter or repeal
the by-laws of the corporation.                                                 

    8. Elections of directors need not be by written ballot unless the
by-laws of the corporation shall so provide.                                    

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept  
(subject to any provision contained in the statutes) outside the State of       
Delaware at such place or places as may be designated from time to time by the  
board of directors or in the by-laws of the corporation.                        

EX-3.1(AN)
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         9. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation, in the manner now 
or hereafter prescribed by statute, and all rights conferred upon stockholders  
herein are granted subject to this reservation.                                 

   WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General         
Corporation Law of the State of Delaware, do make this certificate, hereby      
declaring and certifying that this is our act and deed and the facts herein     
stated are true, and accordingly have hereunto set our hands this 24th day of   
June, 1982.                                                                     

                                             K. L. Husfelt
                                                      ----------------------
                                             K. L. Husfelt

                                            P. A. Wright
                                                      ----------------------
                                            P. A. Wright

                                             E. L. Kinsler
                                                      ----------------------
                                             E. L. Kinsler

EX-3.1(AN)
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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

 BEFORE PAYMENT OF CAPITAL

OF

 Produce America, Inc.

 * * * *

         We, the undersigned, being all of the incorporators of Produce America,
Inc., a corporation organized and existing under and by virtue of the General   
Corporation Law of the State of Delaware                                        

DOES HEREBY CERTIFY:                                          

      FIRST: That Article 1. of the Certificate of Incorporation be and it
hereby is amended to read as follows:                                           

1. The name of the corporation is:                            

CCFV, Inc.                            

      SECOND: That the corporation has not received any payment for any of
its stock.                                                                      

   THIRD: That the amendment was duly adopted in accordance with the
provisions of section 241 of the General Corporation Law of the State of        
Delaware.                                                                       

      IN WITNESS WHEREOF, we have signed this certificate this 29th day of
October, 1982.                                                                  

                                             K. L. Husfelt
                                                      ----------------------
                                             K. L. Husfelt

                                            P. A. Wright
                                                      ----------------------
                                            P. A. Wright

                                             E. L. Kinsler
                                                      ----------------------
                                             E. L. Kinsler

2 

EX-3.1(AN)
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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CCFV, Inc.

      We, the undersigned sole shareholder and incumbent directors of CFV,
Inc., a corporation organized and existing under and by virtue of the General   
Corporation Law of the State of Delaware                                        

DO HEREBY CERTIFY:                                            

      FIRST: That Article 1. of the Certificate of Incorporation be and it
hereby is amended to read as follows:                                           

1. The name of the corporation is:                            

SUN COUNTRY PRODUCE, INC.                   

  SECOND: That the corporation has received payment for all of its
authorized capital stock.                                                       

   THIRD: That the amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of        
Delaware.                                                                       

      IN WITNESS WHEREOF, we have signed this certificate this 29th day of
September, 1983.                                                                

                    /s/ Robert D. Cook
                               -----------------------------
                          ROBERT D. COOK, Director

CASTLE & COOKE, INC                      /s/ Robert R. Nielson                  
(sole shareholder)                       -----------------------------          
                             ROBERT R. NIELSEN, Director

By: /s/ D. W. Furbee                     /s/Robert V. Iglehart                  
-------------------------            -----------------------------      
D.W. FURBEE                      ROBERT V. IGLEHART, Director   
Vice President                                                  

                  /s/ D. W. Furbee
                               -----------------------------
                        D. W. FURBEE, Director