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(AM) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1 (AM)
CERTIFICATE OF INCORPORATION
of
STANDARD FRUIT COMPANY
----------
FIRST: The name of the corporation is STANDARD FRUIT COMPANY.
SECOND: Its principal office in the State of Delaware is located at No.
100 West Tenth Street, in the City of Wilmington, County of New Castle. The name
and Address of its resident agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington 99, Delaware.
THIRD: The nature of the business of the corporation, which may be
transacted anywhere in the world, is:
1. To engage in general agricultural and mercantile
operations in all of their phases, and in all
activities directly or indirectly appurtenant
thereto; and to produce, process, deal in, import and
export agricultural and other raw, processed and
mercantile products and articles and animals and
animal products.
2. To acquire, operate, cultivate, reclaim, improve,
develop and dispose of lands, town sites, farms,
orchards and ranches, and buildings and other works
thereon.
3. To acquire, exploit, process and dispose of mines,
wells, water rights and claims, and mineral rights
and concessions and the products thereof.
4. To acquire, construct, operate, maintain, lease,
charter and dispose of vessels, railways, aircraft,
drydocks and repair terminal and port facilities; and
to engage in a general transportation business, by
land, air and water.
5. To acquire, construct, operate and dispose of
waterworks, gasworks, radio, telegraph and telephone
facilities, pipelines, electric plants and
facilities, irrigation and drainage facilities and
projects, waterways, dams, reservoirs, acqueducts,
filter beds, hydraulic and hydro-electric systems,
refrigeration plants, sawmills, commissaries, lodging
and boarding houses, warehouses, elevators, stores,
laundries, factories, canning, preserving, bottling,
packing, dehydrating, refining and construction
plants, and all other works of every character.
6. To act as agents and commission merchants, and to
make advances and loans to farmers and planters and
take, hold and dispose of security therefor.
7. To enter into, perform and assign agreements and
arrangements with, and to obtain and use concessions
and other rights from, governments and governmental
bodies.
8. To carry on business through branches situated within
or without the United States.
9. To acquire, hold, use and dispose of patents, patent
rights, copyrights, trademarks and trade names.
10. Generally, to engage in any and all activities,
businesses, occupations and enterprises permitted by
law to corporations; and to do each and every thing
suitable or incidental to the accomplishment of any
one or more of the objects herein enumerated, or
which shall at any time appear conducive to, or
expedient for, the benefit of the corporation.
The foregoing clauses shall be construed liberally, and it is
hereby expressly provided that the foregoing enumeration shall not be held to
limit or restrict, in any manner, the nature of the corporation's business or
the powers of the corporation.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is seventy-five thousand (75,000), and the par value of
each of such shares is one hundred ($100) dollars, amounting in the aggregate to
seven million, five hundred thousand ($7,500,000) dollars.
FIFTH: The minimum amount of capital with which the corporation will
commence business is one thousand ($1000)
dollars.
SIXTH: The names and places of residence of the incorporators are as
follows:
NAMES RESIDENCES
----- ----------
H. K. Webb Wilmington, Delaware
N. C. Broadt Wilmington, Delaware
A. D. Atwell Townsend, Delaware
SEVENTH: The corporation is to have perpetual existence.
EIGHTH: The private property of the shareholders shall not be subject
to the payment of corporate debts to any extent whatever.
2
NINTH: In furtherance, and not in limitation, of the powers conferred
by statute, the board of directors is expressly authorized:
a. To make, alter or repeal the by-laws of the
corporation, including those fixing their own
qualifications, compensation and terms of office.
b. To set apart out of any of the funds of the
corporation available for dividends a reserve or
reserves for any proper purpose and to abolish any
such reserve in the manner in which it was created.
TENTH: The books of the corporation may be kept (subject to any
provision of law) 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. Elections of directors need not be by ballot unless the by-laws
of the corporation shall so provide.
ELEVENTH: 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
shareholders herein are granted subject to this reservation.
3
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 the facts herein stated are true, and
accordingly have hereunto set our hands and seals this 14th day of March, A. D.
1955.
/s/ H. K. Webb
/s/ N. C. Broadt
/s/ A. D. Atwell
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 14th day of March, A.D. 1955,
personally came before me, a Notary Public for the State of Delaware, H. K.
Webb, H. C. Broadt and A. D. Atwell, all of the parties to the foregoing
certificate of incorporation, known to me personally to be such, and severally
acknowledged the said certificate to be the act and deed of the signers
respectively and that the facts therein stated are truly set forth.
GIVEN under my hand and seal of office the day and year
aforesaid.
/s/ M. Ruth Mennering
Notary Public
4
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CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation") is
STANDARD FRUIT COMPANY
2. The registered office of the corporation within the State of Delaware
is hereby changed to 229 South State Street, City of Dover 19901,
County of Kent.
3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the
business office of which is identical with the registered office of the
corporation as hereby changed.
4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
Signed on April 18, 1988.
/s/ David A. DeLorenzo
--------------------------
David A. De Lorenzo-President
Attest:
/s/ Carlos Mata
---------------------------
Carlos Mata-Secretary
DEL. - C.A.-D.
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