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

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

Previous ‘S-4’:  ‘S-4’ on 5/24/02   ·   Next:  ‘S-4’ on 6/25/03   ·   Latest:  ‘S-4/A’ on 7/18/03

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/25/03  Dole Food Co Inc                  S-4                   88:4.3M                                   Bowne - Biv/FA

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

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EXHIBIT 3.1(AX) ARTICLES OF INCORPORATION OF DOLE PACKAGED FOODS CORPORATION THESE ARTICLES OF INCORPORATION, made and entered into by the undersigned, a resident of the State of Hawaii, United States of America; WITNESSETH: That the undersigned, desiring to become incorporated as a corporation in accordance with the laws of the State of Hawaii, and to obtain the rights and benefits conferred by said laws upon corporations, does hereby form a corporation and does make and enter into the following Articles of Incorporation, the terms whereof it is agreed shall be equally obligatory upon the undersigned and upon all the parties who from time to time may hold stock in the corporation. ARTICLE I NAME The name of the corporation shall be: DOLE PACKAGED FOODS CORPORATION
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ARTICLE II OFFICES The location of the principal office of the corporation shall be in the City of San Francisco, State of California, and the street and mailing address of the initial principal office of the corporation shall be 50 California Street, San Francisco, California 94111-7330. The corporation may have such other offices within and without the State of Hawaii as its business may from time to time require. ARTICLE III CAPITAL STOCK A. The number of shares of stock that the corporation is authorized to issue shall be 1,000 shares of stock, without par value, all of said stock being of the same class. B. The Board of Directors may determine that a portion of any consideration received by the corporation for the issuance of shares of stock of the corporation shall be treated as paid-in surplus and that the remainder of such consideration shall constitute capital of the corporation. 2
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ARTICLE IV INITIAL DIRECTORS AND OFFICERS, SUBSCRIBERS A. The number of directors constituting the initial board of directors shall be three. The names and residence addresses of the persons who are to act as the initial directors and officers of the corporation until the first annual meeting of shareholders and thereafter until their successors are elected and qualified are as follows: [Download Table] Directors Names Residence Addresses ------------------------ ------------------------ Robert W. Fisher 10430 Wilshire Blvd. PT #3 Los Angeles, CA 90024 William Hain 429 Montana Ave., #5 Santa Monica, CA 90403 Hugh Shearer 2969 Kalakaua Avenue Honolulu, Hawaii 96815 Officers Names and Offices Held Residence Addresses ------------------------ ------------------------ Robert W. Fisher 10430 Wilshire Blvd. President PT #3 Los Angeles, CA 90024 3
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[Download Table] Michael G. Binder 630 Tahos Road Senior Vice President Orinda, CA 94563 Linda Graebner 16 Humphrey Place Vice President Oakland, CA 94610 Harvey Heimbuch 2771 Camino Venadillo Vice President & Treasurer San Ramon, CA 94583 Jose Itchon 769 Highbridge Lane Vice President Danville, CA 94526 Leslie T. Krasny 133 Humbolt Avenue Assistant Secretary San Anselmo, CA 94968 Peter C. Pang 999 Ocho Rios Vice President, Danville, CA 94526 General Counsel & Secretary Richard M. Lau 1024 Leland Drive Vice President Lafayette, CA 94549 Alan B. Sellers 2047 Desford Dr. Assistant Secretary Beverly Hills, CA 90077 Susan Grimes 1920 Sawtelle Ave., #110 Assistant Secretary Los Angeles, CA 90025 David W. Perrigo 23036 Cass Ave. Assistant Treasurer Woodland Mills, CA 91364 George Wada 1002 Maniniholo St. Assistant Treasurer Honolulu, HI 96825 Lee Schwartz 5984 Crossmont Circle Assistant Treasurer San Jose, CA 95120 & Controller 4
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B. The name(s) of the subscriber(s) for shares, the number of shares subscribed for, the subscription price of the stock subscribed for and the amount of capital (and paid-in surplus, if any) paid in cash by each subscriber are as follows: [Download Table] Subscription Price Amount of Capital No. of Shares For the Shares Paid In Cash by Each Name Subscribed For Subscribed For Subscriber -------------------- -------------------- ------------------ -------------------- Castle & Cooke, Inc. 1,000 $1,000.00 $1,000.00 ARTICLE V PURPOSES AND POWERS A. The corporation is organized for the following purposes: (1) To conduct, carry on and engage in the business of growing, processing, distributing and marketing food products; and (2) To transact any or all lawful business for which corporations may be incorporated under the Hawaii Business Corporation Act (chapter 415, Hawaii Revised Statutes) or any future similar law. 5
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B. The corporation shall have and possess all the powers permitted to corporations incorporated under said Hawaii Business Corporation Act or any future similar law. ARTICLE VI BOARD OF DIRECTORS A. If the corporation has only one shareholder, the Board of Directors shall have one or more directors. If the corporation has two shareholders, the Board of Directors shall have two or more directors. If the corporation has three or more shareholders, the Board of Directors shall have at least three directors. At least one member of the Board of Directors shall be a resident of the State of Hawaii, and in the absence of such one member, the Board of Directors shall not function, except to elect a new director who is a resident of the State of Hawaii. B. The members of the Board of Directors shall be elected or appointed at such times, in such manner and for such terms as may be prescribed by the By-Laws, which also may provide for the removal of directors and the filling of vacancies and may provide that the remaining members of the Board of 6
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Directors, although less than a quorum thereof, may by the affirmative vote of the majority of such remaining members fill vacancies in the Board of Directors. The directors need not be shareholders of the corporation. C. The Board of Directors shall have full power to control and direct the business and affairs of the corporation, subject, however, to resolutions adopted by the shareholders and to any limitations which may be set forth in statutory provisions, in these Articles or in the By-Laws. The Board of Directors, without the approval of the shareholders of the corporation, or of any percentage thereof, may authorize the borrowing of money or the incurring of debts, even though as a result thereof the amount of the corporation's indebtedness may exceed its capital stock. ARTICLE VII OFFICERS A. The officers of the corporation shall consist of a President, one or more Senior Vice Presidents and one or more Vice Presidents, a General Counsel, a Controller, a Secretary, a Treasurer, one or more Assistant Secretaries and Assistant Treasurers, and such other officers and assistant officers and agents 7
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as may be prescribed by the By-Laws. The officers shall be elected or appointed, hold office and may be removed as may be prescribed by the By-Laws. No officer need be a shareholder of the corporation. Any two or more offices may be held by the same individual; provided that if there are two or more directors there shall be at least two individuals as officers. B. All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be prescribed by the By-Laws, or as may be determined by resolution of the Board of Directors not inconsistent with the By-Laws. ARTICLE VIII INDEMNITY (A) The corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is 8
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or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of this corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct of such person was unlawful. (B) The corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a director or 9
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officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of this corporation. Notwithstanding the foregoing, no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to this corporation unless and only to the extent that the court in which such action or suit was brought or any other court having jurisdiction in the premises shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. (C) To the extent that a director or officer of the corporation or a person serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise has been 10
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successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph (A) or paragraph (B) of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. (D) Any indemnification under paragraph (A) or paragraph (B) of this Article shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in paragraph (A) or paragraph (B). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, by independent legal counsel in a written opinion to the corporation, or (3) by a majority vote of the shareholders, or (4) by the court in which such action, suit or proceeding was pending upon application made by this corporation or the person seeking indemnification or the attorney or other person rendering services in connection with the defense, whether or not such application is opposed by this corporation. 11
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(E) Expenses incurred by a director of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that the director is entitled to be indemnified by the corporation as authorized in this Article. Expenses incurred by a person other than a director of the corporation in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in a particular case upon receipt of an undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the corporation as authorized in this Article. (F) Any indemnification pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in a person's official capacity and as to action in another capacity while holding such office, and shall continue as 12
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to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such person. (G) The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of the status of such person as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of this Article. Any such insurance may be procured from any insurance company designated by the Board of Directors in which the corporation may have an equity or other interest, through stock ownership or otherwise. ARTICLE IX BY-LAWS The initial By-Laws of the corporation shall be adopted by its Board of Directors. The power to alter, amend or repeal the By-Laws or adopt 13
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new By-Laws, subject to repeal or change by action of the shareholders, shall be vested in the Board of Directors. ARTICLE X AMENDMENT These Articles may be amended from time to time in the manner provided by law. 14
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ARTICLE XI DURATION The corporation shall exist in perpetuity. I certify under the penalties of Section 415-136, Hawaii Revised Statutes, that I have read the above statements and that the same are true and correct. Witness my hand this 4th day of April, 1990. /s/ Hugh Shearer ------------------------------------ HUGH SHEARER Incorporator 15
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Filing Submission 0000892569-03-001565   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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