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
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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
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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
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14: EX-3.1(M) Articles of Incorporation/Organization or By-Laws 3 27K
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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(AT) — Articles of Incorporation/Organization or By-Laws
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ARTICLE 3.1(AT)
ARTICLES OF INCORPORATION
OF
CASTLE & COOKE DEVELOPMENT CORPORATION
THESE ARTICLES OF INCORPORATION, made and entered into by the
undersigned,
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:
CASTLE & COOKE DEVELOPMENT CORPORATION
ARTICLE II
OFFICES
The location of the principal office of the corporation shall
be in the City of Westlake Village, State of California, and the street and
mailing address of the initial principal office of the corporation shall be
31355 Oak Crest Drive, Westlake Village, California 91539. 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 one thousand 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.
ARTICLE IV
INITIAL DIRECTORS AND OFFICERS, SUBSCRIBERS
A. The number of directors constituting the initial board of directors shall be
four. The names and residence addresses of the persons who are to act as the
initial directors and officers of the corporation until their successors are
elected or qualified or until the first annual meeting of shareholders and
thereafter until their successors are elected and qualified are as follows:
[Download Table]
Directors
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Names Residence Addresses
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David B. Cooper, Jr. 1530 N. Curson
Los Angeles, CA 90046
Glen T. Hierlmeier 1905 Calle Los Camichenes
Bakersfield, CA 93309
Laura M. Whitaker 7549 Elroy Avenue
Bakersfield, CA 93308
Thomas C. Leppert 193 Kokololio Place
Honolulu, HI 96821
[Download Table]
Officers
--------
Names and Offices Held Residence Addresses
---------------------- -------------------
Glen T. Hierlmeier 1905 Calle Los Camichenes
President Bakersfield, CA 93309
Robert Brant 94-131 Akaku Place
Senior Vice President and Treasurer Mililani, HI 96789
Philip J. Turner 11260 Overland Avenue, #1OD
Senior Vice President Culver City, CA 92030
James E. Meadows 8200 Kroll Way #272
Senior Vice President Bakersfield, CA 93309
Laura M. Whitaker 7549 Elroy Avenue
Vice President Bakersfield, CA 93308
Scott D. Peters 209 El Tovar Court
Vice President Bakersfield, CA 93309
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[Download Table]
Charles D. Lindsay 8101 Camino Media #169
Vice President Bakersfield, CA 93311
Robert W. Hibbs 7808 Westlorne Court
Vice President Bakersfield, CA 93309
J. Brett Tibbitts 521 Plymouth Road
Secretary San Marino, CA 91108
Nancy L. Marsh 9601 Valley Oak
Assistant Secretary Bakersfield, CA 93311
Nancy Z. Klawitter 2000 Glenmont
Assistant Secretary Bakersfield, CA 93309
David W. Perrigo 23036 Cass Avenue
Assistant Treasurer Woodland Hills, CA 91364
B. The name of the subscriber 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]
Amount of Capital
No. of Shares Subscription Price Paid In Cash
Name Subscribed For For the Shares By Each Subscriber
---- -------------- ------------------ ------------------
Dole Food Company, Inc., a 1,000 $1.00 per share $1,000
Hawaii corporation
ARTICLE V
PURPOSES AND POWERS
A. The corporation is organized for the following purposes:
(1) Real estate development; 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 and which may be transacted
by such corporations.
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.
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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. Subject to the foregoing, the number of directors shall be fixed in
accordance with the By-laws. 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 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 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 as may be prescribed
by the By-Laws, a Secretary, one or more Assistant Secretaries, a Treasurer, one
or more Assistant Treasurers, 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.
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.
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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
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 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 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.
5
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.
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 such person 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
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.
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 new
By-Laws, subject to repeal or change by action of the shareholders, shall be
vested in the Board of Directors.
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ARTICLE X
AMENDMENT
These Articles may be amended from time to time in the manner
provided by law.
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 8th day of June, 1992.
/s/ George Yim
----------------------------------------------
George Yim
Incorporator
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NONREFUNDABLE FILING FEE: $25.00 DOMESTIC PROFIT
DISHONORED CHECK: $7.50 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 DEVELOPMENT CORPORATION
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2. The name of the corporation is changed to:
CASTLE & COOKE COMMUNITIES, INC.
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3. Total number of shares outstanding is: 1,000
---------------------------------
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 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 February 24, 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 1st day of March, 1993.
Laura Whitaker, Vice President J. Brett Tibbitts, Secretary
------------------------------------- ---------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Laura Whitaker /s/ J. Brett Tibbitts
------------------------------------- ---------------------------------------
(Signature of Officer) (Signature of Officer)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
EX-3.1(AT) | Last Page of 9 | TOC | 1st | Previous | Next | ↓Bottom | Just 9th |
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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 COMMUNITIES, INC.
-----------------------------------------------------------------------
2. The name of the corporation is changed to:
BLUE ANTHURIUM, INC.
-----------------------------------------------------------------------
3. Total number of shares outstanding is: 1,000
---------------------------------
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)
[Enlarge/Download Table]
Number of Shares Voting For Number of Shares Voting Against
Class/Series Amendment 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 March 15, 1996 ,
--------------------------------------------
(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 18th day of March, 1996.
Patricia A. McKay, Vice President Theresa L. Hoover, Asst. Secretary
------------------------------------- ---------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Patricia A. McKay /s/ Theresa L. Hoover
------------------------------------- ---------------------------------------
(Signature of Officer) (Signature of Officer)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
Dates Referenced Herein and Documents Incorporated by Reference
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Filed on: | | 6/25/03 | | | | | | | S-4 |
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| | 2/24/93 | | 8 |
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