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

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(AF)   —   Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents

EX-3.1(AF)
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                                                                EXHIBIT 3.1 (AF)

CERTIFICATE OF INCORPORATION

OF

 TENNECO SUDAN, INC.

 * * * * *

1. Reduce to The name of the corporation is                   

 TENNECO SUDAN, 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 my be         
organized under the General Corporation Law of Delaware.                        

     4. The total number of shares of Common stock which the corporation
shall have authority to issue is two hundred (200) and the par value of each of 
such shares is Five Dollars ($5.00) amounting in the aggregate to One Thousand  
Dollars ($1,000.00).                                                            

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

NAME                                      MAILING ADDRESS   
----                                      ---------------   
S. S. Simpson                      100 West Tenth Street    
                                    Wilmington, Delaware 19801
W. J. Reif                         100 West Tenth Street    
                                    Wilmington, Delaware 19801
K.L. Husfelt                       100 West Tenth Street    
                                    Wilmington, Delaware 19801

       5B. The name and mailing address of each person, who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, as follows:                                           

NAME                                      MAILING ADDRESS   
----                                      ---------------   
         Sydney T. Ellis                    P.O. Box 2511 Houston, Texas 77001
         Tracy S. Park, Jr.                 P.O. Box 2511 Houston, Texas 77001
         Kenneth W. Reese.                  P.O. Box 2511 Houston, Texas 77001
         Wilton E. Scott                    P.O. Box 2511 Houston, Texas 77001

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.                                                 

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

  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 8th day of    
June, 1977.                                                                     

                            /s/ S.S. Simpson
                                              ----------------------------------
                                S.S. Simpson

                         /s/ W.J. Reif
                                              ----------------------------------
                             W.J. Reif

                            /s/ K.L. Husfelt
                                              ----------------------------------
                                K.L. Husfelt

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
 TENNECO SUDAN, INC.

----------

        TENNECO SUDAN, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"), 
DOES HEREBY CERTIFY:                                                            

         FIRST: That the Board of Directors of the Company, by Unanimous Written
Consent dated November 17, 1986, adopted a resolution setting forth a proposed  
amendment to the Certificate of Incorporation of the Company, declaring said    
amendment to be advisable, the resolution setting forth the proposed amendment  
is as follows:                                                                  

                        RESOLVED, that the Certificate of Incorporation of
                the Company be amended by deleting in its entirety Article 1
           thereof, and by inserting in lieu thereof the provision
                 hereinafter set forth so that, as amended, the said Article 1
shall be and read as follows:               

                       "1. The name of the corporation is Tenneco Realty
Development Holding Corporation."           

       SECOND: That thereafter, the said Amendment has been consented to and
authorized by the holder of all the issued and outstanding stock entitled to    
vote thereon by a written Consent given in accordance with the provisions of    
Section 228 of the General Corporation Law of the State of Delaware and filed   
with the Corporation on the 17th day of November, 1986.                         

    THIRD: That said 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, said TENNECO SUDAN, INC. has caused this  
Certificate to be signed by Keith Chunn, Jr., Vice President, General Counsel   
and Assistant Secretary, and its corporate seal to be hereunto affixed and      
attested by Karl A. Stewart, as Secretary, this 10th day of December, 1986.     

                   TENNECO SUDAN, INC.

                        By: /s/ KEITH CHUNN, JR.
                                            ------------------------------------
                         Keith Chunn, Jr.,
                                       Vice President, General Counsel
                               and Assistant Secretary

ATTEST:                                                                         

By: /s/ KARL A. STEWART                                                         
-------------------------------                                         
Karl A. Stewart, Secretary                                              

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TENNECO REALTY DEVELOPMENT HOLDING CORPORATION

----------

It is hereby certified that:                                  

       1. The name of the corporation (hereinafter called the "corporation")
is Tenneco Realty Development Holding Corporation.                              

  2. The Certificate of Incorporation of the corporation is hereby
amended by striking out Article 1 thereof and by substituting in lieu of said   
Article 1 the following new Article:                                            

"1.  The name of the corporation is:        

Oceanic California Realty Development Holding Corporation."   

       3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 228 and 242  
of the General Corporation Law of the State of Delaware                         

Signed and attested to on the 21st day of April, 1988.        

/s/ 
                                  --------------------------------------
     President

Attest:                                                                         

/s/                                                                     
------------------------------                                                  
Secretary                               

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
 OCEANIC CALIFORNIA REALTY
 DEVELOPMENT HOLDING CORPORATION

It is hereby certified that:                                  

       1. The name of the corporation (hereinafter called the "corporation")
is Oceanic California Realty Development Holding Corporation                    

  2. The Certificate of Incorporation of the corporation is hereby
amended by striking out Article 1. thereof and by substituting in lieu of said  
Article the following new Article:                                              

"1. The name of this corporation is:              

"CASTLE & COOKE BAKERSFIELD HOLDINGS, INC."                   

       3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 228 and 242  
of the General Corporation Law of the State of Delaware.                        

Signed and attested to on the 16th day of November, 1990.                       

                                  /s/ GLEN T. HIERLMEIER
                                             ---------------------------------
                                         Glen T. Hierlmeier, President

/s/ J. BRETT TIBBITTS                                                           
--------------------------------                                                
J. Brett Tibbitts, Secretary                                                    

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CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

 CASTLE & COOKE BAKERSFIELD HOLDINGS, INC.

It is hereby certified that:                                  

       1. The name of the corporation (hereinafter called the "Corporation")
is CASTLE & COOKE BAKERSFIELD HOLDINGS, INC.                                    

  2. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article 1 thereof and by substituting in lieu of said   
Article the following new Article:                                              

"1. The name of the corporation is:         

DELPHINIUM CORPORATION

       3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Sections 228 and 242 
of the General Corporation Law of the State of Delaware.                        

Signed and attested to on this 18th day of March, 1996.       

                                               /s/ PATRICIA A. MCKAY
                                                     ---------------------------
                                           PATRICIA A. MCKAY
                                        Vice President

Attest:                                                                         

/s/ THERESA L. HOOVER                                                           
-----------------------                                                         
Theresa L. Hoover                                                               
Assistant Secretary