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
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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
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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(BB) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1(BB)
ARTICLES OF INCORPORATION
of
MILILANI TOWN, INC.
----------
THESE ARTICLES OF INCORPORATION, made and entered into this
29th day of December, 1966, by and between Warren G. Haight, Marshall M.
Goodsill and Christopher Cobb, all residents of the City and County of Honolulu,
State of Hawaii, United States of America;
WITNESSETH:
That the parties hereto, 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, do hereby
associate themselves together and unite and form a corporation, and do make and
enter into the following Articles of Incorporation, the terms whereof it is
agreed shall be equally obligatory upon the parties signing this instrument and
upon all the parties who from time to time may hold stock in the corporation:
I
The name of the corporation shall be:
MILILANI TOWN, INC.
II
The location of the principal office of the corporation shall
be at Honolulu, City and County of Honolulu, State of Hawaii, and the mailing
address of the initial office of the corporation shall be 401 Kamakee Street,
Honolulu, Hawaii 96814. The corporation may have such other offices within and
without the State of Hawaii as its business may from time to time require.
III
The purposes for which the corporation is organized and its
powers in connection therewith are as follows:
(a) To acquire land and to engage generally in the business of
subdividing, developing and improving such land for investment and for
sale, including but not limited to the leasing, sale or holding of
unimproved parcels of land, and the leasing, sale or holding of parcels
of land after the construction thereon, by the corporation or by any
other person, firm or corporation, of single or multiple family
dwellings, offices, stores or other commercial buildings, or factories
or other industrial structures, or any other structure or improvement
of any kind whatsoever;
(b) To acquire or construct and to own, operate, manage,
lease, sell or otherwise dispose of, golf courses and golf clubs and
all other businesses, activities and
(c) To acquire or construct and to own, operate, manage,
lease, sell or otherwise dispose of, water works and water distribution
systems and all other businesses, activities and facilities related or
incident thereto;
(d) To engage in any agricultural, mercantile, building,
manufacturing, contracting or construction business of any kind
whatsoever;
(e) To buy, take leases of or otherwise acquire, hold, own,
use, improve, develop, cultivate, grant, bargain, sell, convey, lease,
mortgage or otherwise dispose of, and in all respects deal in and with
real properties, improved or unimproved, and any interests and rights
therein;
(f) To buy, hire or otherwise acquire, hold, own, use,
produce, manufacture, sell, assign, transfer, pledge or otherwise
dispose of, and in all respects deal in and with personal property of
whatever nature, tangible or intangible, and any interests and rights
therein;
(g) To purchase, take, receive, subscribe for, or otherwise
acquire, own, hold, use, employ, sell, mortgage, lend, pledge, or
otherwise dispose of, and otherwise use and deal in and with, shares or
other interests in, or obligations of, other domestic or foreign
corporations, associations, partnerships or individuals, or direct or
indirect obligations of
the United States or of any other government, state, territory,
governmental district or municipality or of any instrumentality
thereof;
(h) To borrow money and to incur indebtedness, without limit
as to the amount and in excess of the capital stock of the corporation,
and to issue bonds, debentures, debenture stock, warrants, notes or
other obligations therefor, and to secure the same by any lien, charge,
grant, pledge, deed of trust or mortgage of the whole or any part of
the real and personal property of the corporation, then owned or
thereafter to be acquired;
(i) To act as agent of any corporation or association or as
manager of the business and affairs of any corporation or association,
and in such connection to exercise powers and authority on behalf of
any corporation or association, including ministerial, executive,
discretionary and managerial powers, all on such terms and conditions
as may be agreed between the corporation and such corporation or
association;
(j) To promote or to aid in any manner, financially or
otherwise, any corporation or association any of whose stock or
obligations are held directly or indirectly by this corporation, and
for this purpose to enter into plans of reorganization or readjustment
and to guarantee the whole or any part of the indebtedness and
obligations of any such other corporation or association and the
payment of dividends on its stock, and to do any other acts or things
designed to protect, preserve, improve or enhance the value of such
stocks or obligations;
(k) To issue shares of the capital stock and the notes, bonds
and other obligations of the corporation, and options for the purchase
of any thereof, in payment for property acquired by the corporation or
for services rendered to the corporation or for any other objects in
and about its business, and to purchase, take, receive, or otherwise
acquire, own, hold, sell, transfer, accept as security for loans and
deal generally in shares of its capital stock and its obligations in
every lawful manner;
(l) To enter into, make, perform and carry out contracts of
every kind for any lawful purpose with any person, firm, association or
corporation, one or more;
(m) To acquire the whole or any part of the property, assets,
business, good will and rights of any person, firm, association or
corporation engaged in any business or
enterprise which may lawfully be undertaken by the corporation, and to
pay for the same in cash or shares of the capital stock or obligations
of the corporation, or by undertaking and assuming the whole or any
part of the indebtedness and obligations and assets so acquired, and to
conduct in any lawful manner the whole or any part of the business so
acquired and to exercise all the powers necessary or convenient in and
about the conduct, management and carrying on of such business;
(n) To draw, make, accept, endorse, guarantee, execute and
issue promissory notes, bills of exchange, drafts, warrants of all
kinds, obligations and certificates and negotiable or transferable
instruments; to loan money to others with or without security; and to
guarantee the debts and obligations of others and become surety on
bonds of others;
(o) To effect any of the purposes mentioned in these Articles
and to exercise any powers so mentioned either directly or through the
acquisition and ownership of shares of stock of any other corporation
or association and by holding and voting the same or otherwise
exercising and enjoying the rights and advantages incidental thereto,
and if deemed desirable to operate wholly or partially as a holding
company through the acquisition and ownership of shares of stock of any
other corporation or association, whether or not such shares of stock
so acquired or owned by this corporation shall give to this corporation
control of such other corporation or association;
(p) To carry on any other lawful business whatsoever which
may seem to the corporation capable of being carried on in connection
with the foregoing purposes and powers, or calculated directly or
indirectly to promote the interest of the corporation or to enhance the
value of its properties.
(q) To enter into partnerships and joint ventures with
corporations, partnerships or persons for the carrying on through such
partnerships and joint ventures of any business the purposes of which
are the same as or are germane, in whole or in part, to the purposes or
business of the corporation;
(r) To conduct its business, carry on its operations and
purposes and exercise its powers or any thereof in any state,
territory, district or possession of the United States of American or
in any foreign country;
(s) To have succession by its corporate name perpetually, and
to have, enjoy and exercise all the other rights, powers and privileges
which are now or which may hereafter be conferred upon corporations
organized under the general corporation laws of the State of Hawaii;
(t) To have and exercise all powers necessary or convenient to
effect any or all, of the purposes set forth in these Articles or
reasonably incidental to the fulfillment of its purposes or the
exercise of its powers as set forth therein.
The foregoing clauses shall each be construed as part of the
same clause, but shall be regarded as independent purposes and powers
and the enumeration of specific purposes and powers shall not be
construed to limit or restrict in any manner the meaning of the general
purposes and powers of the corporation nor shall the expression of one
thing be deemed to exclude another, although it be of like nature, not
expressed.
IV
There shall be a Board of Directors of the corporation to
consist of not less than three (3) nor more than five (5) members. The directors
need not be stockholders of the corporation. 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 stockholders 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 stockholders
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.
V
The officers of the corporation shall consist of a President,
one or more Vice Presidents as may be prescribed by the By-Laws, a Secretary, a
Treasurer, and such other officers and assistant officers and agents 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. The Chairman of
the Board of Directors, if any, and the President shall be elected from among
the directors of the corporation. No other officer and no subordinate officer
need be a director of the corporation. No officer need be a stockholder of the
corporation. Any two or more offices may be held by the same person.
All officers and agents of the corporation, as between
themselves and the corporation, shall have such authority and shall 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.
VI
No contract or other transaction between the corporation and
any other person, firm, corporation, association or other organization, and no
act of the corporation, shall in any way be affected or invalidated by the fact
that any of the directors or officers of the corporation are parties to such
contract, transaction or act or are pecuniarily or otherwise interested in the
same or are directors or officers or members of any such other firm,
corporation, association or other organization, provided that the interest of
such director shall be disclosed or shall have been known to the Board of
Directors authorizing or approving the same, or to a majority thereof. Any
director of the corporation who is a party to such transaction, contract, or act
or who is pecuniarily or otherwise interested in the same or is a director or
officer or member of such other firm, corporation, association or other
organization, may be counted in determining a quorum of any meeting of the Board
of Directors which shall authorize or approve any such contract, transaction or
act, and may vote thereon with like force and effect as it he were in no way
interested therein. Neither any director nor any officer of the corporation,
being so interested in any such contract, transaction or act of the corporation
which shall be approved by
the Board of Directors of the corporation, nor any such other person, firm,
corporation, association or other organization in which such director or officer
may be interested or of which such officer or director may be a director,
officer or member, shall be liable or accountable to the corporation, or to any
stockholder thereof, for any loss incurred by the corporation pursuant to or by
reason of such contract, transaction or act, or for any gain received by any
such other party pursuant thereto or by reason thereof.
VII
The corporation shall indemnify each present and future
officer and director of the corporation and each person who serves at the
request of the corporation as an officer or director of any other corporation,
whether or not such person is also an officer or director of the corporation,
against all costs, expenses and liabilities, including the amounts of judgments,
amounts paid in compromise settlements and amounts paid for services of counsel
and other related expenses, which may be incurred by or imposed on him in
connection with any claim, action, suit, proceeding, investigation or inquiry
hereafter made, instituted or threatened in which he may be involved as a party
or otherwise by reason of his being or having been such officer or director, or
by reason of any past or future action taken or authorized or approved by him or
any omission to act, as such officer or director, whether or not he continues to
be such officer or director at the time of the incurring or imposition of such
costs, expenses, or liabilities, except such costs, expenses or liabilities as
shall relate to matters as to which he shall in such action, suit or proceeding
be finally adjudged to be, or shall be, liable by reason of his negligence or
willful misconduct toward the corporation or such other corporation in the
performance of his duties as such officer or director. As to whether or not a
director or officer was liable by reason of negligence or willful misconduct
toward the corporation or such other corporation in the performance of his
duties as such officer or director, in the absence of such final adjudication
of the existence of such liability, the Board of Directors and each officer and
director may conclusively rely upon an opinion of legal counsel selected by or
in the manner designated by the Board of Directors. The foregoing right of
indemnification shall not be exclusive of other rights to which any such officer
or director may be entitled as a matter of law or otherwise, and shall inure to
the benefit of the heirs, executors, administrators and assigns of each such
officer or director.
VIII
An auditor shall be elected annually by the stockholders, at
their annual meeting, to serve until the next annual meeting and thereafter
until a successor is elected. The auditor may be an individual, partnership or
corporation. The auditor shall not be an officer of the corporation
IX
Special Meeting of Stockholders - December 29, 1966
"(a) The corporation is authorized to issue 10,000
shares of capital stock without par value. No increase,
extension or reduction of the capital stock of the corporation
shall be effective unless authorized by a vote of the holders
of not less than three-fourths of the issued and outstanding
capital stock of the corporation at a meeting duly called and
held for such purpose. All of the shares of the capital stock
of the corporation shall be of the same class."
(b) The Board of Directors is authorized to provide for
issuance from time to time of authorized but unissued shares of the
capital stock without par value of the corporation, and to approve and
determine the consideration for which said shares shall be issued and
what portion, if any, of such consideration shall be paid in surplus.
(c) In case of any increase in the outstanding capital stock
of the corporation, by the issuance of new shares not previously
outstanding, whether or not the new shares shall have previously been
authorized, then, in recognition of the pre-emptive rights of the
stockholders, the new shares shall be offered to the stockholders as
shown by the stock books of the corporation at such date and for such
length of time and at such price and upon such terms as shall be
determined by the Board of Directors, in proportion to the number of
outstanding shares owned by such stockholders at such date.
(d) The corporation shall have the power to issue fractional
shares of its stock, but no stockholder shall have the right to split
whole shares into fractions or to split fractions. Each fractional
share shall entitle the holder thereof to a fractional vote until
consolidated with other fractional shares and full shares issued
therefor, which full shares shall then have all the rights and
privileges of other full shares.
X
The names and mailing addresses of the persons who are to act
as the initial directors and officers of the corporation are as follows:
Directors
Names Mailing Addresses
Frederick Simpich, Jr. Post Office Box 2780
Honolulu, Hawaii 96803
H. B. Clark, Jr. Post Office Box 2780
Honolulu, Hawaii 96803
Warren G. Haight Post Office Box 2780
Honolulu, Hawaii 96803
Marshall M. Goodsill Post Office Box 3196
Honolulu, Hawaii 96801
Christopher Cobb Post Office Box 3196
Honolulu, Hawaii 96801
Officers
Frederick Simpich, Jr. Post Office Box 2780
President Honolulu, Hawaii 96803
Bay Yee Post Office Box 2780
Vice President Honolulu, Hawaii 96803
Warren G. Haight Post Office Box 2783
Treasurer Honolulu, Hawaii 96803
Marshall M. Goodsill Post Office Box 3196
Secretary Honolulu, Hawaii 96801
XI
No stockholder of the corporation shall be liable for any debt
of the corporation beyond any amount which may be due and unpaid upon the share
or shares held by such stockholder.
XII
Service of process may be made upon any officer of the
corporation.
XIII
No amendment of these Articles of Incorporation shall be
effective unless approved by a vote of the holders of not less than
three-fourths of the issued and outstanding capital stock of the corporation at
a meeting duly called and held for such purpose.
The corporation shall not be a party to any merger or
consolidation unless approved by a vote of the holders of not less than
three-fourths of the issued and outstanding capital stock of the corporation at
a meeting duly called and held for such purpose.
A voluntary sale, lease or exchange of all or substantially
all of the property and assets of the corporation, including its good will, may
be effected by it upon such terms and conditions and for such consideration
(which may be in whole or in part shares of stock in or other securities of, any
other corporation or corporations, domestic or foreign) as the Board of
Directors deems expedient, and for the best interests of the corporation, when
and as authorized by resolution of the Board of Directors and authorized or
approved by the affirmative vote or consent of the holders of not less than
three-fourths of all stock issued and outstanding. Such authorization or
approval of the stockholders may be given before or after the adoption of the
resolution by the Board of Directors. Notice of the meeting of stockholders
called for the purpose of giving such authorization or approval shall be mailed
to all of the stockholders of record of the corporation on the date of such
call, whether or not they are entitled to vote thereat. No action or suit to set
aside a sale, lease or exchange by the corporation on the ground that the
provisions of this paragraph have not been complied with, or upon any other
ground, shall be brought more than ninety days after the recording of the
instrument effecting such sale, lease or exchange in the bureau of conveyances.
Nothing in this paragraph contained shall be deemed to require the approval of
the stockholders to enable the corporation to make a mortgage, pledge,
IN WITNESS WHEREOF, said parties have hereunto set their hands
the day and year first above written.
/s/ Warren G. Haight
----------------------------------------
Warren G. Haight
/s/ Marshall M. Goodsill
----------------------------------------
Marshall M. Goodsill
/s/ Christopher Cobb
----------------------------------------
Christopher Cobb
STATE OF HAWAII )
) ss
CITY AND COUNTY OP HONOLULU )
On this 29th day of December, 1966, before me personally
appeared Warren G. Haight, Marshall M. Goodsill and Christopher Cobb, to me
known to be the persons described in and who executed the foregoing instrument,
and acknowledged that they executed the same as their free act and deed.
State of Hawaii
Department of Commerce and Consumer Affairs
Business Registration Division
1010 Richards Street
Honolulu, Hawaii 96813
In the Matter of the Amendment )
of the Articles of Incorporation )
)
of )
)
MILILANI TOWN, INC. )
)
ARTICLES OF AMENDMENT
The undersigned, duly authorized officers of MILILANI TOWN,
INC., a Hawaii corporation, hereby certify as follows:
1. The name of the corporation is MILILANI TOWN, INC.
2. The amendment adopted is attached hereto as Exhibit A.
3. The total number of shares outstanding is 10,000 shares of
common stock.
4. The amendment was adopted by written consent of the sole
shareholder of the corporation dated November 14, 1990.
5. The amendment does not provide for any exchange,
reclassification, or cancellation of issued shares.
6. The amendment does not change the stated capital of the
corporation.
7. The written notice of the amendment required by Section
415-48.5 of the Hawaii Revised Statutes is attached hereto as Exhibit B.
We certify under penalties of Section 415-136, Hawaii Revised
Statutes, that we have read the above statements and that the same are true and
correct.
WITNESS our hands this 26th day of November, 1990.
/s/ Wallace Miyahira /s/ Kevin R. Shaney
----------------------------------- -------------------------------------
Wallace Miyahira Kevin R. Shaney
President Secretary
Mililani Town, Inc. Mililani Town, Inc.
-2-
EXHIBIT A
MILILANI TOWN, INC.
AMENDMENT TO ARTICLES OF INCORPORATION
The Articles of Incorporation of MILILANI TOWN, INC., a Hawaii
corporation, are hereby amended as follows:
1. By adding a new Article to be designated and located
appropriately and to read in its entirety as follows:
"ARTICLE XIV
LIMITATION OF LIABILITY OF DIRECTORS
The personal liability of directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible under
Hawaii law including, without limitation, to the fullest extent permissible
under Section 415-48.5 of the Hawaii Revised Statutes, as amended from time to
time. No repeal or amendment of this Article directly or by adoption of an
inconsistent provision of these articles of incorporation or the corporation's
by-laws will be effective with respect to the liability of a director for acts
or omissions occurring prior to such repeal or amendment or adversely affect the
rights and protection afforded to a director of the corporation under this
Article for acts or omissions which occur prior to such repeal or amendment."
MILILANI TOWN, INC.
NOTICE TO SHAREHOLDERS
As required by Section 415-48.5 of the Hawaii Revised Statutes
("Section 415-48.5"), notice is hereby given that the Board of Directors of
MILILANI TOWN, INC., a Hawaii corporation (the "Corporation") has proposed an
amendment to the Articles of Incorporation of the Corporation which would
eliminate the personal liability of the directors of the Corporation in certain
actions brought by the shareholders or the Corporation. Section 415-48.5 grants
Hawaii corporations the power to adopt such amendments. The form of the proposed
amendment is enclosed herewith.
If adopted, the proposed amendment will eliminate the personal
liability of directors for monetary damages in actions brought by shareholders
or the Corporation for breach of fiduciary duty as a director. Under Section
415-48.5, however, the personal liability of a director will not be eliminated
or limited for (i) any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) any act or omission of the director not
performed in good faith, or which involves intentional misconduct or knowing
violation of law, or which constitutes a wilful or reckless disregard of the
director's fiduciary duty, (iii) the director's wilful or negligent violation of
any provision of the Hawaii Business Corporation Act (Chapter 415, Hawaii
Revised Statutes) regarding payment of dividends or stock purchase or
redemption, or (iv) any transaction from which the director received an improper
benefit.
Under Section 415-48.5, the proposed amendment must be adopted
by the affirmative vote of the holders of two-thirds of the shares represented
at a shareholders' meeting and having voting power; provided that the vote also
constitutes a majority of the shares having voting power.
The Board of Directors believes that the adoption of the
proposed amendment will help to induce qualified persons to serve on the
Corporation's Board of Directors. In the absence of such a provision, it is
believed that qualified persons may decline to serve because of the liability
exposure to which directors of publicly-held corporations are subjected.
If the proposed form of amendment is acceptable, please
execute and return to the Secretary of the Corporation the enclosed form of
written consent adopting the proposed amendment.
EXHIBIT B
If you have any questions on these matters, please contact the President of the
Corporation.
Very truly yours,
BOARD OF DIRECTORS
/s/ Robert W. Brant
----------------------------------------
Robert W. Brant
/s/ Thomas C. Leppert
----------------------------------------
Thomas C. Leppert
/s/ Wallace Miyahira
----------------------------------------
Wallace Miyahira
NONREFUNDABLE FILING FEE: $25.00 DOMESTIC PROFIT
SUBMIT ORIGINAL AND ONE TRUE COPY NAME CHANGE ONLY
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME
(Section 415-61, Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporation
submitting these Articles of Amendment, certify as follows:
1. The present name of the corporation is:
MILILANI TOWN, INC.
--------------------------------------------------------------------------
2. The name of the corporation is changed to:
CASTLE & COOKE RESIDENTIAL, INC.
--------------------------------------------------------------------------
3. Total number of shares outstanding is: 10,000 shares with no par value
------------------------------------
4. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS AT A
MEETING, COMPLETE THE FOLLOWING:
The meeting of the shareholders was held on
------------------------------
(Month Day Year)
[Download Table]
Number Voting Number Voting
Class/Series For Amendment Against Amendment
------------ ------------- -----------------
5. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS BY UNANIMOUS
WRITTEN CONSENT OF THE SHAREHOLDERS, COMPLETE THE FOLLOWING:
By written consent dated December 17 1990
-------------------------------------------------
(Month Day Year)
the shareholders unanimously adopted the amendment to change the corporate
name.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 24th day of December , 1990.
-------- -------------------------------- -----
Wallace Miyahira, President Kevin R. Shaney, Secretary
------------------------------------- ---------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Wallace Miyahira /s/ Kevin R. Shaney
------------------------------------- ---------------------------------------
(Signature of Officer) (Signature of Officer)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
NONREFUNDABLE FILING FEE: $25.00 DOMESTIC PROFIT
SUBMIT ORIGINAL AND ONE TRUE COPY NAME CHANGE ONLY
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME
(Section 415-61, Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporation
submitting these Articles of Amendment, certify as follows:
1. The present name of the corporation is:
CASTLE & COOKE RESIDENTIAL, INC.
--------------------------------------------------------------------------
2. The name of the corporation is changed to:
CASTLE & COOKE HOMES HAWAII, INC.
--------------------------------------------------------------------------
3. Total number of shares outstanding is: 10,000 shares with no par value.
------------------------------------
4. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS AT A
MEETING, COMPLETE THE FOLLOWING:
The meeting of the shareholders was held on
-------------------------------
(Month Day Year)
[Download Table]
Number Voting Number Voting
Class/Series For Amendment Against Amendment
------------ ------------- -----------------
5. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS BY UNANIMOUS
WRITTEN CONSENT OF THE SHAREHOLDERS, COMPLETE THE FOLLOWING:
By written consent dated October 21 1993
-------------------------------------------------
(Month Day Year)
the shareholders unanimously adopted the amendment to change the corporate
name.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 21st day of October , 1993.
-------- ------------------------------- ----
Wallace Miyahira, President Kevin R. Shaney, Secretary
------------------------------------- ---------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Wallace Miyahira /s/ Kevin R. Shaney
------------------------------------- ---------------------------------------
(Signature of Officer) (Signature of Officer)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
| EX-3.1(BB) | Last Page of 19 | TOC | 1st | Previous | Next | ↓Bottom | Just 19th |
|---|
NONREFUNDABLE FILING FEE: $25.00 DOMESTIC PROFIT
SUBMIT ORIGINAL AND ONE TRUE COPY NAME CHANGE ONLY
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME
(Section 415-61, Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporation
submitting these Articles of Amendment, certify as follows:
1. The present name of the corporation is:
Castle & Cooke Homes Hawaii, Inc.
--------------------------------------------------------------------------
2. The name of the corporation is changed to:
Muscat, Inc.
--------------------------------------------------------------------------
3. Total number of shares outstanding is: 10,000
------------------------------------
4. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS AT A
MEETING, COMPLETE THE FOLLOWING:
The meeting of the shareholders was held on
-------------------------------
(Month Day Year)
[Download Table]
Number of Shares Voting Number of Shares Voting
Class/Series For Amendment Against Amendment
------------ ----------------------- -----------------------
5. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS BY UNANIMOUS
WRITTEN CONSENT OF THE SHAREHOLDERS, COMPLETE THE FOLLOWING:
By written consent dated December 4, 1995
-------------------------------------------------
(Month Day Year)
the shareholders unanimously adopted the amendment to change the corporate
name.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 4th day of December , 1995.
------- -------------------------------- -----
Kevin R. Shaney, Vice President J. Brett Tibbitts, Asst. Secretary
----------------------------------- -------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Kevin R. Shaney /s/ J. Brett Tibbitts, Asst. Sec.
----------------------------------- -------------------------------------
(Signature of Officer) (Signature of Officer)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 6/25/03 | | | | | | | S-4 |
| | 12/4/95 | | 19 |
| List all Filings |
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