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(AC) — Articles of Incorporation/Organization or By-Laws
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Exhibit 3.1 (AC)
ARTICLES OF INCORPORATION
OF
TROJAN TRANSPORTATION CO.
We, the undersigned, have this day associated ourselves together for
the purpose of forming a corporation under the Corporation Code of the State of
California, as hereinbelow provided:
FIRST: The name of the corporation is
TROJAN TRANSPORTATION CO.
SECOND: The purposes for which the corporation is formed are as
follows:
A. It is intended that this corporation shall initially engage
primarily in the business of warehousing, freight car loading, and freight
trucking.
B. In addition to the above primary purposes the corporation shall
have the further general purposes and powers as follows:
a) To own, operate, maintain, manage, equip, improve, repair, alter,
and otherwise deal with, use and enjoy; to invent, design, develop,
assemble, build, construct, fabricate, manufacture, buy, import, lease as
lessee and otherwise acquire, to mortgage, deed in trust, pledge and
otherwise dispose of, goods, wares and merchandise and personal property
of every sort, nature and description.
b) To purchase, acquire, own, hold, lease, whether as lessor or
lessee, sell, exchange and generally deal in any real property, either
improved or unimproved, and any and all other property of every and any
kind of description, real, personal and mixed, wheresoever situated,
including water and water rights.
c) To acquire by purchase or otherwise, the goodwill, business,
property rights, franchises and assets of every kind, with or without
undertaking wholly or in part
the liabilities of any person, firm, association or corporation; and to
acquire any business as a going concern in any legal manner whatsoever; to
hold, maintain and operate, or in any manner dispose of any of the
property so acquired; and to exercise all the powers necessary or
convenient in and about the management of such business.
d) To carry on any business whatsoever, which the Directors of this
corporation may deem proper or convenient in connection with any of the
foregoing purposes or otherwise, or which may be calculated directly or
indirectly to promote the interests of this corporation or to enhance the
value of its property or business; and to conduct its business in this
state, in other states, in the District of Columbia, in the territories
and colonies of the United States, and in foreign countries. The foregoing
statement of purposes shall be construed as a statement of both purposes
and powers, and the purposes and powers stated in each clause will, except
where otherwise expressed, be in nowise limited or restricted by reference
to, or inference from, the terms or provisions of any other clause, but
shall be regarded as independent purposes.
e) To have and to exercise all the powers conferred by the laws of
California upon corporations formed under the laws pursuant to and under
which this corporation is formed, as such laws are now in effect or may at
any time hereafter be amended.
THIRD: The county in the State of California where the principal
office for the transaction of the business of the corporation is to be located
is Los Angeles.
FOURTH: The corporation is authorized to issue one hundred (100)
shares, all of no par value.
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FIFTH: The number of directors of this corporation shall be three
(3) and the names and addresses of the persons who are hereby appointed to act
as the first directors of the corporation are as follows:
[Download Table]
NAME ADDRESS
---- -------
Raymond Veltman 13103 Schoenborn St. Sun Valley, Calif.
Elaine Veltman 13103 Schoenborn St. San Valley, Calif.
J. George Gold 121 South Beverly Dr. Beverly Hills, Calif.
SIXTH: Authority is hereby granted to the holders of the shares of
this corporation entitled to vote, to change from time to time the authorized
number of directors of this corporation by a duly adopted amendment of the
By-Laws of this corporation.
IN WITNESS WHEREOF, for the purpose of forming this corporation
under the laws of the State of California, the undersigned, constituting the
incorporators of this corporation, being the same persons as are named
hereinabove as the first directors of this corporation, have executed these
Articles of Incorporation this 31st day of August, 1955.
/s/ Raymond Veltman
--------------------------------------
RAYMOND VELTMAN
/s/ Elaine Veltman
--------------------------------------
ELAINE VELTMAN
/s/ J. George Gold
--------------------------------------
J. GEORGE GOLD
STATE OF CALIFORNIA )
) ss:
COUNTY OF LOS ANGELES )
On the 31st day of August, 1955, before me, a Notary Public in and
for the County of Los Angeles, State of California, personally appeared RAYMOND
VELTMAN, ELAINE VELTMAN and J. GEORGE GOLD, known to me to be the persons whose
names are
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subscribed to the foregoing Articles of Incorporation, and who are named therein
as the first directors, and each acknowledged to me that he executed the said
instrument.
IN WITNESS WHEREOF, I have hereunto affixed my hand and official
seal, this 31st day of August, 1955.
(Seal) /s/ Merle L. Browley
--------------------------------------
Notary Public in and for said County
and State.
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Name changed to: TROJAN TRANSPORTATION AND WAREHOUSE CO.
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
TROJAN TRANSPORTATION CO.
The undersigned hereby certify as follows:
Trojan Transportation Co. is a California corporation, of which
Raymond Veltman is the president and J. George Gold is the secretary; a special
meeting of the board of directors of the corporation was duly held on July 31,
1956, at 11 o'clock A.M. at 121 South Beverly Drive, Beverly Hills, California;
all the directors were present at said meeting and the following resolution was
unanimously adopted:
"RESOLVED, that pursuant to provisions of the Corporation Code
of the State of California, Article FIRST of the Articles of
Incorporation of this corporation is hereby stricken and in lieu
thereof is inserted the following article:
`FIRST: THE NAME OF THIS CORPORATION SHALL BE TROJAN
TRANSPORTATION AND WAREHOUSE CO.'"
The owners of 10 shares of stock of the corporation consented in
writing to the proposed amendment and the following is a true and correct copy
of the said document on file in the Minute Book of the corporation;
"CONSENT OF SHAREHOLDERS TO
CHANGE OF CORPORATE NAME:
We, the undersigned, owners of all of the outstanding shares
of Trojan Transportation Co., a California corporation, hereby
consent to and approve the
following resolution adopted by the board of directors at a special
meeting of said board held on July 31, 1956:
`RESOLVED, that pursuant to the provisions of the Corporations
Code of the State of California, Article FIRST of the Articles of
Incorporation of this corporation is hereby stricken and lieu
thereof is inserted the following article:
`FIRST: THE NAME OF THIS CORPORATION SHALL BE TROJAN
TRANSPORTATION AND WAREHOUSE CO.'
Executed this 31st day of July, 1956.
[Download Table]
NAME NO. OF SHARES
---- -------------
RAYMOND VELTMAN 10
--------------------------
RAYMOND VELTMAN
ELAINE VELTMAN 10
--------------------------
ELAINE VELTMAN "
There are 20 outstanding shares of capital stock of this
corporation; the records of this corporation show that Raymond Veltman is the
owner of 10 shares of said capital stock and Elaine Veltman is the owner of 10
shares of said capital stock.
IN WITNESS WHEREOF, the undersigned have executed this certificate
of amendment this 31st day of July, 1956.
/s/ Raymond Veltman
--------------------------------------
Raymond Veltman, President,
Trojan Transportation Co.
/s/ J. George Gold
--------------------------------------
J. George Gold, Secretary,
Trojan Transportation Co.
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STATE OF CALIFORNIA )
) ss:
COUNTY OF LOS ANGELES )
RAYMOND VELTMAN and J. GEORGE GOLD, being first duly sworn, each for
himself deposes and says, that RAYMOND VELTMAN is president of Trojan
Transportation Co., a California corporation, mentioned in the foregoing
certificate of amendment, and J. GEORGE GOLD is the secretary of said
corporation, and each has read said certificate and that the statements therein
made are true of his own knowledge and that the signatures purported to be the
signatures of said president and secretary are the genuine signatures of the
president and secretary respectively.
/s/ Raymond Veltman
--------------------------------------
Raymond Veltman
/s/ J. George Gold
--------------------------------------
J. George Gold
Subscribed and sworn to before me
this 31st day of July, 1956.
/s/ Merle L. Browley
-------------------------------
Notary Public in and for said
county and state.
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TROJAN TRANSPORTATION CO.
The undersigned hereby certify as follows:
Trojan Transportation and Warehouse Co. is a California
corporation, of which Raymond M. Veltman is the president and Elaine Veltman is
the secretary; a special meeting of the board of directors of the corporation
was duly held on January 24, 1961 at 10:00 o'clock A.M. at 2160 East Seventh
Street, Los Angeles, California; all the directors were present at said meeting
and the following resolution was unanimously adopted:
"RESOLVED, that pursuant to provisions of the Corporations
Code of the State of California, Article FIRST of the Articles of
Incorporation of this corporation is hereby stricken and in lieu
thereof is inserted the following article:
`FIRST: THE NAME OF THIS CORPORATION SHALL BE VELTMAN
TERMINAL CO.'"
The owners of 20 shares of stock of the corporation consented in
writing to the proposed amendment and the following is a true and correct copy
of the said document on file in the Minute Book of this corporation:
"CONSENT OF SHAREHOLDERS TO
CHANGE OF CORPORATE NAME:
We, the undersigned, owners of all of the outstanding shares
of Trojan Transportation and Warehouse Co., a California
corporation, hereby consent to
and approve the following resolution adopted by the board of
directors at a special meeting of said board held on January 24,
1961:
`RECEIVED, that pursuant to the provisions of the Corporations
Code of the State of California, Article FIRST of the Articles of
Incorporation of this corporation is hereby stricken and in lieu
thereof is inserted the following article:
`FIRST: THE NAME OF THIS CORPORATION SHALL BE
VELTMAN TERMINAL CO.'
Executed this 24th day of January, 1961.
[Download Table]
NAME NO. OF SHARES
---- -------------
Raymond M. Veltman 10 shares
RAYMOND M. VELTMAN
Elaine Veltman 10 shares
ELAINE VELTMAN
There are 20 outstanding shares of capital stock of this
corporation; the records of this corporation show that 10 of said shares are
issued to Raymond M. Veltman and 10 shares of said shares are issued to Elaine
Veltman, and that they are owners of all of said shares.
IN WITNESS WHEREOF, the undersigned have executed this certificate
of amendment this 24th day of January, 1961.
/s/ Raymond M. Veltman, President
--------------------------------------
Raymond M. Veltman, President
Trojan Transportation and
Warehouse Co.
/s/ Elaine Veltman
--------------------------------------
Elaine Veltman, Secretary
Trojan Transportation and
Warehouse Co.
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STATE OF CALIFORNIA ) ss.
COUNTY OF LOS ANGELES )
RAYMOND M. VELTMAN and ELAINE VELTMAN, being first duly sworn, each
for himself deposes and says, that RAYMOND M. VELTMAN is President of Trojan
Transportation and Warehouse Co., a California corporation, mentioned in the
foregoing certificate of amendment, and ELAINE VELTMAN is the secretary of said
corporation and each has read said certificate and that the statements therein
made are true of his own knowledge and that the signatures purported to be the
signatures of said president and secretary are the genuine signatures of the
president and secretary respectively.
/s/ Raymond M. Veltman, President
--------------------------------------
Raymond M. Veltman
/s/ Elaine Veltman
--------------------------------------
Elaine Veltman
Subscribed and sworn to before me
this 24th day of January, 1961.
/s/ George Gold
-------------------------------
Notary Public in and for said
County and State
My Commission expires December 9, 1963
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