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

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(AG)   —   Articles of Incorporation/Organization or By-Laws

EX-3.1(AG)
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                                                                Exhibit 3.1 (AG)

CERTIFICATE OF INCORPORATION

of

 STANDARD BANANA COMPANY

FIRST. The name of the corporation is STANDARD BANANA 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 carry on a general fruit-jobbing business.             

     2 - To engage in general mercantile, manufacturing and agricultural
operations in all of their phases, and in all activities directly or indirectly 
appurtenant thereto; and to produce, process, deal in, transport, distribute,   
forward, import and export agricultural and other raw, processed and mercantile 
products and articles and animals and animal products.                          

         3 - To operate parking lots, and to own, operate and dispose of parking
facilities.                                                                     

  4 - To acquire, hold, use and dispose of patents, patent rights,
copyrights, trademarks and trade names.                                         

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         5 - Generally, to engage in 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 two hundred fifty (250) and the par value of each    
share is one hundred ($100) dollars, amounting in the aggregate to twenty-five  
thousand ($25,000) 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:                                                                        

                                                                [Download Table]

    NAMES                                RESIDENCES      
                                                         
H. K. Webb                           Wilmington, Delaware
H. C. Broadt                         Wilmington, Delaware
A. D. Atwell                         Townsend, Delaware  

SEVENTH. The corporation is to have perpetual existence.      

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       EIGHTH. The private property of the shareholders shall not be subject
to the payment of corporate debts to any extent whatever.                       

       NINTH. 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,
         including those fixing their own qualifications, compensation and terms
of office.                                                    

           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.                    

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   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 hereunder set our hands and seals this 21st day of March, A. D. 1955.      

      /s/ H. K. Webb

        /s/ H. C. Broadt

        /s/ A. D. Atwell

STATE OF DELAWARE     )                                                         
)  ss:                              
COUNTY OF NEW CASTLE  )                                                         

         BE IT REMEMBERED that on this 21st 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 Mannering

     Notary Public

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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

 STANDARD BANANA COMPANY

(STANDARD FRUIT SALES COMPANY)

R. BRUCE PASCHAL, president, and ROBERT M. MOORE, secretary, of     
STANDARD BANANA COMPANY, hereby certify that:                                   

    1 - The certificate of incorporation of STANDARD BANANA COMPANY has been
amended by changing the corporate name to STANDARD FRUIT SALES COMPANY and this 
amendment is to be effected by changing the FIRST article of the certificate of 
incorporation to read:                                                          

"FIRST. The name of the corporation is                              

STANDARD FRUIT SALES COMPANY."                                      

2 - In lieu of a meeting and vote of the stockholders, all of the   
stockholders having voting power have given their written consent to the        
amendment, in accordance with Sections 228 and 242 of the General Corporation   
Law of the State of Delaware.                                                   

    3 - The capital of the company will not be reduced under or by reason of
said amendment.                                                                 

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New Orleans, Louisiana, January 8, 1971.                            

               STANDARD BANANA COMPANY

                     By:      /s/ R. Bruce Paschal
                                    --------------------------
                                     R. Bruce Paschal, President

                    Attest:  /s/ Robert M. Moore
                                   -------------------------
                                    Robert M. Moore, Secretary

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

STANDARD FRUIT SALES COMPANY

   R. Bruce Paschal, President, and Robert M. Moore, Secretary of Standard
Fruit Sales Company, hereby certify that:                                       

      (1) The certificate of incorporation of Standard Fruit Sales Company
has been amended to change the corporate name to Castle & Cooke Food Sales      
Company, and this amendment has been effected by changing the First Article of  
the certificate of incorporation to read as follows:                            

"FIRST. The name of the corporation is                        

CASTLE & COOKE FOOD SALES COMPANY."                           

         (2) All of the stockholders have consented in writing to this amendment
in accordance with Sections 228 and 242 of the General Corporation Law of the   
State of Delaware.                                                              

     (3) The capital of the corporation will not be reduced by reason of
said amendment.                                                                 

     IN WITNESS WHEREOF we have executed this certificate and affixed the seal
of the corporation in San Francisco, California, on this 6th day of June, 1973. 

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            /s/ R. Bruce Paschal
                            ------------------------------------
                   R. Bruce Paschal, President

           /s/ Robert M. Moore
                            ------------------------------------
                  Robert M. Moore, Secretary

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

 CASTLE & COOKE FOOD SALES COMPANY

  WILLIAM J. CRUM, President, and ROBERT R. NIELSEN, Secretary of Castle
& Cooke Food Sales Company, a corporation organized and existing under and by   
virtue of the General Corporation Law of the State of Delaware, hereby          
certify that:                                                                   

     (1) The certificate of incorporation of Castle & Cooke Food Sales Company
has been amended by resolution of its Board of Directors to change the corporate
name to DOLE EUROPE COMPANY, and this amendment has been effected by changing   
the first article of the certificate of incorporation to read as follows:       

"FIRST.  The name of the corporation is                 
DOLE EUROPE COMPANY."                 

      (2) All of the stockholders have consented in writing to this amendment in
accordance with Sections 228 and 242 of the General Corporation Law of the State
of Delaware.                                                                    

    (3) The capital of the corporation will not be reduced by reason of said
amendment.                                                                      

      IN WITNESS WHEREOF, we have executed this certificate and affixed the seal
of the corporation in San Francisco, California, on this 25th day of September, 
1984.                                                                           

           /s/ William J. Crum
                            ------------------------------------
                  WILLIAM J. CRUM, President

             /s/ Robert R. Nielsen
                            ------------------------------------
                    ROBERT R. NIELSEN, Secretary

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ACKNOWLEDGMENT

STATE OF CALIFORNIA      )                                                      
ss.:                      
COUNTY OF SAN FRANCISCO  )                                                      

     On this 15th day of October , 1984, personally came before me, William J.
Crum, President of Castle & Cooke Food Sales Company, a corporation of the State
of Delaware, party to the foregoing certificate, known to me personally to be   
such, and acknowledged the said certificate to be his own act and deed, and the 
act and deed of said corporation; that his signature is in his own proper       
handwriting; that the seal affixed is the corporate seal of said corporation and
that his act of sealing, executing and delivering said certificate was duly     
authorized by resolution of the directors of said corporation and that the facts
stated therein are true.                                                        

SUBSCRIBED AND SWORN to before me on the date aforesaid.            

              /s/ Dorothy F. Furtado
                          ----------------------------------
                          Notary Public, State of California

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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 is (hereinafter called the "corporation") is  
DOLE EUROPE 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. De Lorenzo
                                  ------------------------------------------
                          David A. De Lorenzo   -  President

Attest:                                                                         

/s/ Alan B. Sellers                                                         
------------------------------                                                  
Alan B. Sellers-Secretary                                                   

DEL. - C.A.-D.