SEC Info - Dole Food Co Inc - ‘S-4’ on 6/25/03

SEC Info℠

Home

Help

Please Sign In

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

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

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

EX-3.1(S) 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                  EXHIBIT 3.1(S)

RESTATED ARTICLES OF INCORPORATION
OF
 T. M. DUCHE NUT CO., INC.

JOHN J. FEDER and JOSEPH C. EDGAR certify that:               

     1. They are the President and the Secretary, respectively, of T. M.
DUCHE NUT CO., INC., a California corporation.                                  

         2. The Articles of Incorporation of this corporation, as amended to the
date of the filing of this certificate, including amendments set forth herein   
but not separately filed (and with the omissions required by Section 910 of the 
Corporations Code) are restated as follows:                                     

 I

The name of this Corporation is T. N. DUCHE NUT CO., INC.     

II

   The purpose of this Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation 
Law of California other than the banking business, the trust company business or
the practice of profession permitted to be incorporated by the California       
Corporations Code.                                                              

 III

        This corporation elects to be governed by all of the provisions of the
General Corporation Law of 1977 not otherwise applicable to it under Chapter 23 
thereof.                                                                        

IV

      (a) The Corporation is authorized to issue two (2) classes of shares
designated "Common Stock" and "Preferred Stock." The number of shares of Common 
Stock authorized to be issued is fifty million (50,000,000) shares, par value   
$0.5 per share, and the number of shares of Preferred Stock authorized to be    
issued is ten million (10,000,000) shares, par value $.01 per share. Upon the   
amendment of this article as set forth herein, each outstanding share of Common 
Stock is split into twenty (20) shares.                                         

      (b) The Preferred Stock may be divided into such number of series as
the board of directors may determine. The board of directors is authorized to   
determine and alter the rights, preferences, privileges, and restrictions       
granted to or imposed upon any wholly unissued series of Preferred Stock, and to
fix the number of shares of any series of Preferred Stock and the               

EX-3.1(S) 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
designation of any such series of Preferred Stock. The board of directors,      
within the limits and restrictions stated in any resolution or resolutions of   
the board of directors originally fixing the number of shares constituting any  
series, may increase or decrease (but not below the number of shares of such    
series then outstanding) the number of shares of any series subsequent to the   
issue of shares of that series.                                                 

      3. The Restated Articles of Incorporation have been duly approved by
the board of directors.                                                         

   4. The article amendments as included in the Restated Articles of
Incorporation (other than omissions required by Section 910 of the Corporations 
Code) have been duly approved by the required vote of the shareholders in       
accordance with Section 902 of the Corporations Code. The Corporation has only  
one class of shares outstanding and the number of outstanding shares of such    
class is 1,050,000 shares of Common Stock. The number of shares of Common Stock 
voting in favor of the amendment equaled or exceed the vote required. The       
percentage vote required for the approval of the amendments was more than fifty 
percent (50%).                                                                  

Dated: October 15, 1986.                                      

                     /s/ JOHN G. FEDER
                                          --------------------------------------
                            JOHN G. FEDER, President

                       /s/ JOSEPH C. EDGAR
                                          --------------------------------------
                              JOSEPH C. EDGAR, Secretary

2 

EX-3.1(S) 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
         JOHN J. FEDER and JOSEPH C. EDGAR each declare under penalty of perjury
under the lava of the State of California that they have read the foregoing     
Restated Articles of Incorporation of T. M. Duche Nut Co., Inc., and know the   
contents thereof and that the same is true of their own knowledge.              

Dated: October 15, 1986.                          /s/ JOHN J. FEDER             
                                                  ------------------------------
                                 JOHN J. FEDER

Dated: October 15, 1986.                          /s/ JOSEPH C. EDGAR           
                                                  ------------------------------
                                   JOSEPH C. EDGAR

3 

EX-3.1(S) 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
 CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
 T. M. DUCHE NUT CO., INC.

John J. Feder and Joseph C. Edgar certify that:               

      1. They are the President and Secretary, respectively of T. M. Duche
Nut Co., Inc., a California corporation.                                        

         2. Article IV of the Articles of Incorporation, as amended and restated
to the date of the filing of this Certificate of Amendment, is amended to read: 

IV

                      This Corporation is authorized to issue only one
             class of stock; and the total number of shares which this
                Corporation is authorized to issue is 50,000,000 shares, par
value $0.05 per share.                      

       3. The Amendment herein set forth has been duly approved by the Board
of Directors.                                                                   

 4. The Amendment herein set forth has been duly approved by the
required vote of the shareholders in accordance with Section 902 of the         
Corporations Code. The Corporation has authorized two classes of shares: common 
stock and preferred stock. No shares of preferred stock are issued or           
outstanding and the Corporation has no obligation to issue any preferred stock. 
The number of outstanding shares of common stock is 21,000,000 shares. The      
number of shares of common stock voting in favor of the Amendment equaled or    
exceeded the vote required.                                                     

       The percentage vote required for the approval of the Amendment herein
set forth was more than 50% of each class of stock outstanding.                 

EX-3.1(S) 5th Page of 9 TOC 1st Previous Next ↓Bottom Just 5th
DATED:  November 14, 1986                         /s/ JOHN J. FEDER             
                                                  ------------------------------
                                            JOHN J. FEDER, President

DATED:  November 14, 1986                         /s/ JOSEPH C. EDGAR           
                                                  ------------------------------
                                              JOSEPH C. EDGAR, Secretary

2 

EX-3.1(S) 6th Page of 9 TOC 1st Previous Next ↓Bottom Just 6th
         John J. Feder and Joseph C. Edgar each declare under penalty of perjury
under the laws of the State of California that they have read the foregoing     
Certificate of Amendment of Articles of Incorporation of T. M. Duche Nut Co.,   
Inc. and know the contents thereof and that the same is true of their own       
knowledge.                                                                      

DATED:  November 14, 1986                         /s/ JOHN J. FEDER             
                                                  ------------------------------
                                            JOHN J. FEDER, President

DATED:  November 14, 1986                         /s/ JOSEPH C. EDGAR           
                                                  ------------------------------
                                              JOSEPH C. EDGAR, Secretary

3 

EX-3.1(S) 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
CERTIFICATE OF AMENDMENT

OF

 ARTICLES OF INCORPORATION

JOHN J. FEDER AND JOSEPH C. EDGAR certify that:                                 

      1. They are the President and Secretary, respectively, of T.M. DUCHE
NUT CO., INC., a California corporation.                                        

      2. Article I of the Articles of Incorporation of this corporation is
amended to read as follows:                                                     

"The name of this corporation is:           

DOLE NUT COMPANY."

       3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.                                             

       4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of 
the Corporations Code. The total number of outstanding shares of the corporation
is 21,000.000. The number of shares voting in favor of the amendment equaled or 
exceeded the vote required. The percentage vote required was more than 50%.     

         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and       
correct of our knowledge.                                                       

Dated as of the 20th day of April, 1988.                      

                               /s/ JOHN J. FEDER
                                               ---------------------------------
                                      JOHN J. FEDER, President

                                 /s/ JOSEPH C. EDGAR
                                               ---------------------------------
                                        JOSEPH C. EDGAR, Secretary

EX-3.1(S) 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
CERTIFICATE OF AMENDMENT
OF
 ARTICLES OF INCORPORATION
OF
DOLE NUT COMPANY
a California corporation

----------

JOHN J. FEDER and EFFIE F. ANASTASSIOU certify that:          

     1. They are the President and Assistant Secretary, respectively, of
Dole Nut Company, a California corporation.                                     

      2. Article V of the Articles of Incorporation of this corporation is
added as follows:                                                               

"V

      This corporation is authorized to indemnify its directors, officers,
employees and other agents of the corporation while acting in their capacity as 
directors, officers, employees, or agents, as applicable, to the fullest extent 
Permissible under California law."                                              

       3. The foregoing Amendment of Articles of Incorporation has been duly
approved by the Board of Directors.                                             

  4. The foregoing Amendment of Articles of Incorporation ha. been
approved by the required shareholders in accordance with Section 902 of the     
California Corporations Code. The total number of outstanding shares is         
21,000,000. The numbers of shares voting in favor of the amendment equalled or  
exceed the vote required. The Percentage vote required was more than 50%.       

         We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this Certificate are true and       
correct of our own knowledge.                                                   

Date: 13th day of December, 1989.                             

                                   /s/ JOHN J. FEDER
                                                ------------------------------
                               John J. Feder

                                       /s/ EFFIE ANASTASSIOU
                                                ------------------------------
                                   Effie Anastassiou

EX-3.1(S) Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
CERTIFICATE OF AMENDMENT
OF
 ARTICLES OF INCORPORATION
OF
DOLE NUT COMPANY
a California corporation

David W. Perrigo and Theresa L. Hoover certify that                             

1. They are the Vice President - Taxes and Assistant Secretary, respectively, of
Dole Nut Company, a California corporation.                                     

2. Article I of the Articles at Incorporation of this corporation is amended to 
read as follows:                                                                

"I
The name of this corporation shall be Dole Orland, Inc."

3. The foregoing amendment of articles of incorporation has been duly approved  
by the board of directors.                                                      

4. The foregoing amendment of Articles of Incorporation has been duly approved  
by the required vote of the shareholders in accordance with Section 902,        
California Corporations Code. The total number of outstanding shares of the     
corporation is 21,000,000. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more    
than 50%.                                                                       

We further declare under penalty of perjury under the laws of the State of      
California that the matters set forth in this certificate are true and correct  
of our own knowledge.                                                           

Dated: January 28, 1998.                                                        

                              /s/ DAVID W. PERRIGO
                                            ----------------------------------
                          David W. Perrigo
                                  Its Vice President-Taxes

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

EX-3.1(S)	1st Page of 9	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

EX-3.1(S)	2nd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 2nd

EX-3.1(S)	3rd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 3rd

EX-3.1(S)	4th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 4th

EX-3.1(S)	5th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 5th

EX-3.1(S)	6th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 6th

EX-3.1(S)	7th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 7th

EX-3.1(S)	8th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 8th

EX-3.1(S)	Last Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 9th

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
	1/28/98	9
				List all Filings

↑Top

Filing Submission 0000892569-03-001565 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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

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

Registration of Securities Issued in a Business-Combination Transaction — Form S-4Filing Table of Contents

EX-3.1(S) — Articles of Incorporation/Organization or By-Laws

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents