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(P) — Articles of Incorporation/Organization or By-Laws
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EXHIBIT 3.1(P)
GENERAL PARTNERSHIP AGREEMENT
This GENERAL PARTNERSHIP AGREEMENT (this "Agreement") is made
and entered as of October 15, 1995 by and among DOLE DRIED FRUIT AND NUT
COMPANY, a California corporation ("Dole DF&N"), and DOLE NUT COMPANY, a
California corporation ("Dole Nut"), as general partners.
WHEREAS, the parties hereto have formed a general partnership
and desire to set forth in a written agreement the terms thereof and to provide
for the governance of such partnership as a general partnership organized under
the laws of the State of California pursuant to the California Uniform
Partnership Act (the "Act").
NOW, THEREFORE, in consideration of the mutual promises made
herein and intending to be legally bound, the parties agree as follows:
SECTION 1
DEFINITIONS
In addition to any terms defined in this Agreement, the
following terms shall have the following meanings:
1.1. Capital Contributions. The money and other property contributed to
the Partnership as capital by any Partner, including contributions when this
Partnership is formed and later contributions.
1.2. General Partner or Partner. Each of Dole DF&N and Dole Nut, and/or
any successor or additional general partner of the Partnership as provided
herein (including, without limitation, the New General Partners), in such
Person's capacity as general partner.
1.3. Managing General Partner. The General Partner with the rights and
duties set forth in Section 4.1 and initially designated as Dole Nut.
1.4. Net Income and Net Loss. The net income or net loss of the
Partnership for federal income tax purposes, as determined by the Managing
General Partner, or at the Managing General Partner's direction, the
Partnership's accountants.
1.5. Partnership. Dole Dried Fruit and Nut Company, a California
general partnership.
1.6. Partnership Unit. The units into which the proprietary interests
in the Partnership are divided, which may be whole or fractional, with each
Partnership Unit representing the same amount of proprietary interest as any
other. Reference to a majority in interest of the Partners means Partners whose
combined Partnership Units represent more than fifty percent (50%) of the
Partnership Units of all Partners then outstanding. Reference to a specified
percentage in interest of the Partners means Partners whose combined Partnership
Units represent such specified percentage of the Partnership Units of all
Partners then outstanding. Each Partner shall be issued
1
one Partnership Unit for each $100,000 in cash or property (based on the fair
market value of such property at the time of contribution, as agreed to between
the contributing Partner and the Partnership) contributed by such Partner to the
Partnership pursuant to this Agreement.
1.7. Person. Any natural person, corporation, trust, estate,
association, unincorporated organization or other entity.
1.8. Property. Any personal or real property owned or acquired by the
Partnership or in which the Partnership has an ownership interest.
SECTION 2
FORMATION
2.1. Formation. The Partners have formed the Partnership as of October
15, 1995 (the "Formation Date") as a general partnership in accordance with the
Act upon the terms and conditions set forth in this Agreement. The rights,
duties and liabilities of the Partners shall be as provided in the Act, except
as otherwise provided herein. As of the Formation Date, each of Dole DF&N and
Dole Nut are deemed admitted to the Partnership as a General Partner.
2.2. Purpose. The purpose and character of the Partnership is to engage
in any lawful act, business or activity for which a general partnership may be
formed under the Act and to exercise all such powers and to perform all such
acts as are necessary or incidental in connection with the foregoing. The
Partnership shall have the power to do any and all acts necessary or advisable
for the furtherance of its businesses and activities.
2.3. Name. The name of the Partnership shall be "Dole Dried Fruit and
Nut Company, a California general partnership." The Partnership shall conduct
business under such name or such other name as the Managing General Partner may
designate from time to time.
2.4. Place of Business. The Partnership's principal place of business
shall be 31355 Oak Crest Drive, Westlake Village, California 91361, or such
other address as may hereafter be designated from time to time in writing by the
Managing General Partner.
2.5. Title to Property. All property of the Partnership shall be held
in the name of the Partnership.
2.6. Filings. Promptly after the date the Partnership begins and any
subsequent change in its membership, the Managing General Partner shall sign,
acknowledge and verify a statement as provided in Section 15010.5 of the Act,
and cause it to be recorded in each county in California in which the
Partnership owns or contemplates owning real property or any interest in real
property. That statement shall include a statement as permitted under Section
15010.7 of the Act to the effect that any conveyance, encumbrance or transfer of
an interest in the Partnership's Property must be signed on behalf of the
Partnership by the Managing General Partner.
2
2.7. Admission of Substitute General Partners for Dole DF&N. The
General Partners agree that Dole DF&N may distribute, either in the form of a
dividend or a liquidating distribution, to its shareholders (individually, a
"New General Partner" and, collectively, the "New General Partners") the number
of Partnership Units set forth opposite such New General Partner's name on the
signature pages hereto, which Partnership Units aggregate to the number of
Partnership Units held by Dole DF&N on the Formation Date. Each New General
Partner shall succeed to its pro rata share of the capital account of Dole DF&N
in the Partnership. At the time of the distribution, and without any further
action on the part of the Partners, the New General Partners shall be admitted
as General Partners and Dole DF&N shall cease to be a General Partner.
SECTION 3
TERM AND DISSOLUTION
3.1. Term. The term of this Partnership shall commence on the Formation
Date and shall continue until the earliest to occur of the following events: (a)
a majority in interest of the General Partners shall give written notice (the
"Dissolution Notice") to the Partnership and to the other General Partners of an
election to dissolve the Partnership; (b) the sale or other transfer of all or
substantially all of the assets of the Partnership and the distribution of the
proceeds; or (c) entry of a judicial decree of dissolution. The existence of the
Partnership as an entity shall continue until it is dissolved, wound up and
terminated in accordance with the terms of this Agreement.
3.2. Distribution on Dissolution. If a Dissolution Notice is delivered,
the Partnership shall dissolve and its affairs shall be wound up on the last day
of the calendar month first occurring sixty (60) days after the date of the
Dissolution Notice. Upon dissolution of the Partnership for any reason, the
Managing General Partner (or other authorized liquidating trustee for the
Partnership) shall wind up the business of the Partnership and shall liquidate
its assets. Upon such liquidation, the assets of the Partnership shall be
applied in the following order: (a) first, to the payment of all debts,
obligations and liabilities of the Partnership to third parties and the
necessary expenses of liquidation, in the order of priority provided by law; (b)
second, to a deposit in a trust account of a reasonable amount for payment of
contingent liabilities to third parties and expenses, which account shall be
liquidated and distributed as provided below if and when the Managing General
Partner (or such trustee) determines that all such contingencies have ceased to
exist; (c) third, to the payment of all debts, obligations and liabilities of
the Partnership to the General Partners, if any, in the same proportion as said
debts, obligations and liabilities of the Partnership to all such General
Partners may exist; and (d) fourth, to the General Partners pro rata in
proportion to their Partnership Units. If any assets of the Partnership are to
be distributed in kind, such assets shall be distributed on the basis of their
fair market values, and any General Partner entitled to any interest in such
assets shall receive such interest therein as a tenant-in-common with all other
General Partners so entitled.
3.3. Termination and Filings Upon Dissolution. The Partnership or the
liquidating trust, as the case may be, shall terminate when all property has
been disposed of and its assets, after provision for payment of its liabilities,
have been distributed among the General Partners in
3
accordance with Section 3.2 above. Upon the completion of the winding up of the
Partnership, the Managing General Partner or the trustee, as the case may be,
shall execute, file and/or record such documents or instruments required or
desirable to effectuate or evidence the dissolution and termination of the
Partnership.
SECTION 4
DUTIES AND POWERS OF THE
MANAGING GENERAL PARTNER; INDEMNIFICATION
4.1. Powers of the Managing General Partner. Partners holding a
majority in interest of the Partnership Units outstanding at any time shall have
the right to appoint and remove the Managing General Partner. The initial
Managing General Partner shall be Dole Nut. The Managing General Partner shall
have control over the business of the Partnership and assume direction of its
business operations. The Managing General Partner shall consult and confer as
far as practicable with the non-managing Partners, but the power of decision
shall be vested in the Managing General Partner. The Managing General Partner's
duties shall include control over the Partnership's books and records and hiring
any independent public accountants it deems necessary for this purpose. Except
as otherwise expressly provided in this Agreement, all things to be done by the
Partnership shall be done under the Managing General Partner's control and
supervision. The Managing General Partner shall be entitled to reimbursement
monthly, on the submission of an itemized account, of any sums it shall have
expended for the benefit of the Partnership's business. On the Managing General
Partner's resignation or removal, a successor Managing General Partner shall be
selected by a majority in capital interest of the Partners.
4.2. Limitation on Powers of the Managing General Partner. Without the
prior consent of all of the General Partners, the Managing General Partner shall
not have authority to:
(a) Dispose of all or substantially all of the Partnership's
assets;
(b) Admit a Person as a General Partner (other than as
provided in Section 2.7 above); or
(c) Amend this Agreement.
4.3. Duties of the Managing General Partner. The Managing General
Partner shall: (i) devote to the Partnership such time as the Managing General
Partner deems necessary to conduct the Partnership business and affairs in an
appropriate manner; (ii) prepare or cause to be prepared and to file on or
before the due date (or any extension thereof) any federal, state or local tax
returns required to be filed by the Partnership; (iii) cause the Partnership to
pay any taxes payable by the Partnership; and (iv) perform all duties imposed on
a "tax matters partner" of the Partnership by the Internal Revenue Code.
4.4. Liability of the Managing General Partner and Indemnification. To
the fullest extent permitted by law: (i) the Managing General Partner shall not
be liable to the Partnership, the other General Partners, or any Person that
acquires an interest in the Partnership Units, whether as assignee or otherwise,
for errors in judgment or for any acts or omissions (whether
4
negligent or otherwise), provided that the Managing General Partner acted in
good faith and without gross negligence; and (ii) the Partnership, its receiver
or its trustee shall indemnify and hold harmless the Managing General Partner
from any losses, costs or damages (including reasonable attorneys' fees) arising
by reason of any act or omission or alleged act or omission arising out of its
activities as Managing General Partner (subject to the above proviso); provided,
however, that the satisfaction of any indemnification shall be only from
Partnership assets and no General Partner shall have any personal liability on
account thereof.
4.5. Investment Opportunities. No General Partner shall be obligated to
present any particular investment opportunity to the Partnership, even if the
opportunity is of a character which, if presented to the Partnership, could be
taken by the Partnership, and each General Partner shall have the right to take
for such Partner's own respective account or to recommend to others any
investment opportunity.
4.6. No Compensation. No Partner shall receive any compensation for
services rendered to the Partnership unless such compensation is specifically
consented to by all of the Partners.
SECTION 5
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
5.1. Initial Capital Contributions. The initial capital contribution of
Dole DF&N and Dole Nut shall be all of such General Partner's right, title and
interest in and to substantially all of its assets used in its dried fruit and
nut business, including the capital stock of its subsidiaries, as described in
Exhibit A hereto. Each such Partner hereby assigns, delegates and transfers to
the Partnership all of such Partner's right, title and interest in and to the
assets described in Exhibit A hereto and any income derived therefrom. The
Partnership agrees to accept the assets transferred by such Partner on an "AS
IS, WHERE IS, WITH ALL FAULTS" basis. The Partnership further agrees to assume,
pay and perform all liabilities and obligations of such Partner associated with
the assets being transferred of whatever kind or nature, known or unknown,
accrued, contingent or otherwise. Each Partner agrees, from time to time, to
execute such further agreements and instruments as shall be necessary or
desirable to more fully vest ownership of such assets in the Partnership and to
confirm the Partnership's ownership thereof to any Person.
5.2. Issuance of Partnership Units. The parties agree that the net fair
market value as of the Formation Date of the initial Capital Contribution of
Dole Nut is $13,454,000 and of Dole DF&N is $126,264,000 and thus the initial
number of Partnership Units to be issued to each is 134.54 and 1,262.64,
respectively. Each such Partner shall be issued such number of Partnership
Units.
5.3. Additional Capital Contributions. Each New General Partner shall
make an additional Capital Contribution to the Partnership of the net cash
proceeds received by such New General Partner from the sale of all shares of
Preferred Stock of Castle & Cooke, Inc. held or acquired by such New General
Partner. Such Capital Contribution shall be made within ten (10)
5
days of receipt of such funds, in exchange for which each New General Partner
shall be issued a number of additional Partnership Units equal to the amount of
the Capital Contribution divided by $100,000. Except as set forth in the
preceding sentence, no Partner shall be obligated to make any additional Capital
Contribution to the Partnership unless agreed to by all of the Partners.
5.4. Capital Accounts. A separate capital account (a "Capital Account")
shall be maintained for each Partner in accordance with the rules set forth in
the Treasury Regulations promulgated under the Internal Revenue Code.
5.5. Partnership Capital. No Partner shall be paid interest on any
Capital Contribution to the Partnership or on such Partner's Capital Account,
notwithstanding any disproportion therein as among the Partners. No Partner
shall have the right to receive any return of any Capital Contribution except as
expressly set forth herein.
SECTION 6
DISTRIBUTIONS AND ALLOCATIONS
6.1. Net Income and Net Loss. Net Income and Net Loss shall be
allocated to the Partners in proportion to the number of Partnership Units held
by each Partner relative to the total Partnership Units then outstanding and
shall be pro rated for any change in the number of Partnership Units held by
each Partner during the respective period.
6.2. Tax Allocations. Net Income and Net Loss shall be allocated for
tax purposes in the same proportion as set forth in Section 6.1 above, except
that, in accordance with Section 704(c) of the Internal Revenue Code and the
regulations promulgated thereunder, income, gain, loss and deduction with
respect to any property contributed to the Partnership by a Partner shall be
allocated so as to take into account any variation between the adjusted tax
basis of such property and its fair market value at the time of such
contribution. Any elections or other decisions relating to such allocations
shall be made by the Managing General Partner in any manner that reasonably
reflects the purpose and intention of this Agreement.
6.3. Distributions. The Managing General Partner may accumulate
Partnership cash to make additional Partnership investments of any kind
consistent with the conduct of the Partnership's business. The Partnership shall
distribute any surplus cash of the Partnership to the Partners as the Managing
General Partner determines is not needed for such additional investments or to
meet the Partnership's anticipated present and future cash needs. Any such
distribution shall be in proportion to the number of Partnership Units held by
each Partner relative to the total Partnership Units then outstanding.
SECTION 7
BOOKS AND RECORDS; FISCAL YEAR; BANK ACCOUNTS
7.1. Books and Records. The Managing General Partner shall maintain, or
cause to be maintained, all records necessary for documenting and reporting the
business and affairs of the Partnership.
6
7.2. Fiscal Year; Tax Returns. The Partnership's tax and fiscal year
shall be the calendar year. The Managing General Partner shall, or shall
instruct the Partnership's accountants to, prepare and file all required income
tax returns for the Partnership.
7.3. Bank Accounts. All Partnership funds shall be deposited in the
Partnership's name and shall be subject to withdrawal only on the signature of
the Managing General Partner.
SECTION 8
TRANSFER OF PARTNERSHIP UNITS; REMOVAL
8.1. Transfer of Partnership Units. Except pursuant to Section 2.7, a
Partner shall not transfer, sell or assign its Partnership Units except with the
written consent of the Managing General Partner. Any successor Partner pursuant
to this Section 8.1 is hereby authorized to and shall continue the business of
the Partnership. Any assignee to which the Partner's Partnership Units are
assigned in compliance with this Section 8.1 shall be substituted or added as a
Partner by the filing of appropriate amendments to this Agreement.
8.2. Transfer of Entire Interest as a Partner. Upon the transfer by any
Partner of its entire interest in the Partnership pursuant to this Agreement,
the transferor Partner shall not cease to be a Partner of the Partnership until
after the transferee has been admitted as a Partner of the Partnership, and the
business of the Partnership shall be continued by the remaining Partners without
dissolution.
8.3. Binding on Successors. Subject to this Section 8, the rights and
obligations of the Partners shall inure to and be binding upon the heirs,
successors, and assignees of the Partners.
8.4. Certain Adjustments. Upon assignment or transfer of any
Partnership Units pursuant to this Section 8, the distributions and allocations
set forth in Section 6 above shall be adjusted on whatever reasonable,
consistently applied basis selected by the Managing General Partner and
permitted by the applicable Treasury Regulations under Section 706 of the
Internal Revenue Code.
8.5. Prohibited Assignments. Any assignment made in violation of this
Section 8 shall be void.
SECTION 9
MISCELLANEOUS
9.1. Headings. The titles and headings of the various sections of this
Agreement are intended solely for convenience of reference and shall not control
or modify any of the provisions of this Agreement.
9.2. Entire Agreement. This Agreement, which includes Exhibit A,
contains all representations and the entire understanding and agreement among
the parties. This Agreement supersedes all prior agreements or understandings,
whether written or oral.
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9.3. Amendment. This Agreement may be amended only by a writing signed
by all of the Partners.
9.4. Governing Law. This Agreement and the legal relations among the
parties shall be governed by and construed in accordance with the laws of the
State of California.
9.5. Attorneys' Fees. In any dispute between Partners relating to this
Agreement, whether or not resulting in litigation, the prevailing party shall be
entitled to recover from the other party all reasonable costs, including, but
not limited to, reasonable attorneys' fees.
9.6. Severability. Each provision of this Agreement shall be considered
separable and if for any reason any provision or provisions of this Agreement,
or the application of such provision to any Person or circumstance, shall be
held invalid or unenforceable in any jurisdiction, such provision or provisions
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without invalidating the remaining provisions hereof.
9.7. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
9.8. Interpretation. As used in this Agreement and to the extent
appropriate, the masculine, feminine, and neuter gender shall include the other
two genders, the singular shall include the plural, and the plural shall include
the singular.
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IN WITNESS WHEREOF, the Partners have signed this Agreement
effective as of the date first set forth above.
Partnership Units GENERAL PARTNERS
1,262.64 DOLE DRIED FRUIT AND NUT COMPANY,
a California corporation
By: /s/
-------------------------------
Its: President
-------------------------------
134.54 DOLE NUT COMPANY
a California corporation
By: /s/
-------------------------------
Its: President
-------------------------------
TOTAL 1,397.18
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ALLOCATION OF DOLE DF&N NEW GENERAL PARTNERS
PARTNERSHIP UNITS: admission effective as of the
satisfaction of the condition set
forth in Section 2.7):
542.93 MK DEVELOPMENT, INC.
a Hawaii corporation
By: /s/
----------------------------
Its: Vice President
----------------------------
12.63 LANAI HOLDINGS, INC.
a Hawaii corporation
By: /s/
----------------------------
Its: Secretary
----------------------------
37.88 LINDERO PROPERTIES, INC.
a California corporation
By: /s/ J. Brett Tibbitts
----------------------------
Its: Secretary
----------------------------
25.25 CASTLE & COOKE COMMUNITIES, INC.
a Hawaii corporation
By: /s/ J. Brett Tibbitts
----------------------------
Its: Secretary
----------------------------
10
CASTLE & COOKE ARIZONA, INC.
12.63 an Arizona corporation
By:
----------------------------------
Its:
----------------------------------
101 LANAI HOLDINGS, INC.
a Hawaii corporation
By: /s/
----------------------------------
Its: Vice President
----------------------------------
12.63 CASTLE & COOKE BAKERSFIELD HOLDINGS, INC.
a Delaware corporation
By:
----------------------------------
Its:
----------------------------------
277.78 CASTLE & COOKE HOMES, INC.
a California corporation
By:
----------------------------------
Its: President
----------------------------------
227.28 CASTLE & COOKE HOMES HAWAII, INC.
a Hawaii corporation
By: /s/
----------------------------------
Its: President
----------------------------------
11
CASTLE & COOKE ARIZONA, INC.
12.63 an Arizona corporation
By: /s/
----------------------------------
Its: President
----------------------------------
101 LANAI COMPANY, INC.
a Hawaii corporation
By:
----------------------------------
Its:
----------------------------------
12.63 CASTLE & COOKE BAKERSFIELD HOLDINGS, INC.
a Delaware corporation
By: /s/
----------------------------------
Its: President
----------------------------------
277.78 CASTLE & COOKE HOMES, INC.
a California corporation
By: /s/
----------------------------------
Its: President
----------------------------------
227.28 CASTLE & COOKE HOMES HAWAII, INC.
a Hawaii corporation
By:
----------------------------------
Its:
----------------------------------
12
CASTLE & COOKE SIERRA VISTA, INC.
12.63 a California corporation
By: /s/
----------------------------------
Its: President
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13
EXHIBIT A
This list of assets transferred to Dole Dried Fruit and Nut
Company, a California general partnership ("Transferee"), is attached as Exhibit
A to and made a part of that certain General Partnership Agreement dated as of
October 15, 1995, between Dole Dried Fruit and Nut Company, a California
corporation ("Dole DF&N"), and Dole Nut Company, a California corporation ("Dole
Nut"):
(a) Contribution of Dole DF&N:
All of the assets, properties and rights (including any
interests in real property) of Dole DF&N used in, or relating to, the business
(the "Dole DF&N Business") of receiving, processing, marketing and shipping
raisins, dates and other dried fruits of every kind, character or description,
whether tangible, intangible or mixed, and wherever located, including without
limitation, the following:
(a) all real property, together with all improvements
thereon owned by Dole DF&N and related to the Dole DF&N
Business, consisting primarily of the Raisin Processing
facilities at Locans and Malaga, both in Fresno County,
California;
(b) all machinery, equipment, furniture, furnishings,
vehicles, tools, spare parts and fixtures owned by Dole
DF&N and related to the Dole DF&N Business;
(c) all governmental licenses, permits, consents and
certificates of compliance held by Dole DF&N and related
to the Dole DF&N Business;
(d) all licenses, contracts, leases, agreements,
commitments, purchase orders, option rights, union
contracts, loan agreements, notes and security
agreements, grower agreements, warehouse and storage
agreements, management agreements, consulting agreements
and other binding arrangements to which Dole DF&N is a
party and which relate to the Dole DF&N Business,
including all claims and rights thereunder;
(e) all trademarks, trade names, patents, patent
applications, copyrights, copyright applications,
inventions, trade secrets, technical know-how, software
license agreements, formulas, customer lists, product
catalogs, product literature, manuals, advertising
materials, supplier lists, artwork, schematics, plans,
blue prints, engineering data, architectural drawings,
studies, hardware, software, databases, programs and all
other intellectual property, and other records owned by
Dole DF&N and related to the Dole DF&N Business;
(f) all cash, cash equivalents, bank accounts, advances,
deposits, original entry books and records, prepaid
expenses, accounts receivable and any
A-1
contractual rights to any such assets, including rights
to refunds, deposits and rebates held by or for the
account of Dole DF&N and related to the Dole DF&N
Business;
(g) all rights of Dole DF&N, as a member or participant with
the Raisin Administrative Committee, the Prune
Administrative Committee, the Date Administrative
Committee and all other commodity marketing boards
related to the Dole DF&N Business; and
(h) all of the outstanding capital stock of Dole ABPIK, Inc.
and Dole DF&N, Inc.
(b) Contribution by Dole Nut Company:
All of the assets, properties and rights (including any
interests in real property) of Dole Nut used in, or relating to, the business
(the "Dole Nut Business") of receiving, processing, marketing and shipping
almonds, whether tangible, intangible or mixed, and wherever located, including
without limitation, the following:
(a) all real property, together with all improvements
thereon owned by Dole Nut and related to the Dole Nut
Business, consisting primarily of the Almond Processing
Plan in Orland, Glenn County, California, as well as the
Butte Receiving Station in Butte County, California, the
Turlock Receiving Station in Stanislaus County,
California and the Earlimart Receiving Station in Tulare
County, California.
(b) all machinery, equipment, furniture, furnishings,
vehicles, tools, spare parts and fixtures owned by Dole
Nut and related to the Dole Nut Business;
(c) all government licenses, permits, consents and
certificates of compliance held by Dole Nut and related
to the Dole Nut Business;
(d) all licenses, contracts, leases, agreements,
commitments, purchase orders, option rights, union
contracts, loan agreements, notes and security
agreements, grower agreements, warehouse and storage
agreements, management agreements, consulting agreements
and other binding arrangements to which Dole Nut is a
party and which relate to the Dole Nut Business,
including all claims and rights thereunder;
(e) all trademarks, trade names, patents, patent
applications, copyrights, copyright applications,
inventions, trade secrets, technical know-how, software
license agreements, formulas, customer lists, product
catalogs, product literature, manuals, advertising
materials, supplier lists, artwork, schematics, plans,
blue prints, engineering data, architectural drawings,
studies, hardware, software, databases, programs and all
other intellectual
A-2
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property, and other records owned by Dole Nut and
related to the Dole Nut Business;
(f) all cash, cash equivalents, bank accounts, advances,
deposits, original entry books and records, prepaid
expenses, accounts receivable and any contractual rights
to any such assets, including rights to refunds,
deposits and rebates held by or for the account of Dole
Nut and related to the Dole Nut Business; and
(g) all rights of Dole Nut, as a member or participant with
any and all commodity marketing boards related to the
Dole Nut Business.
A-3
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 |
| | 10/15/95 | | 1 | | 14 |
| List all Filings |
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