Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 24 142K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 9 26K
3: EX-4.2 Instrument Defining the Rights of Security Holders 3 17K
4: EX-4.3 Instrument Defining the Rights of Security Holders 10 40K
5: EX-4.7 Instrument Defining the Rights of Security Holders 17 65K
6: EX-13 Annual or Quarterly Report to Security Holders 33± 155K
7: EX-21 Subsidiaries of the Registrant 4 15K
8: EX-23 Consent of Experts or Counsel 1 7K
9: EX-27 Financial Data Schedule (Pre-XBRL) 2 10K
EX-4.3 — Instrument Defining the Rights of Security Holders
| EX-4.3 | 1st Page of 10 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
CERTIFICATE OF
EXECUTIVE VICE PRESIDENT AND CORPORATE SECRETARY,
VICE PRESIDENT AND TREASURER
PURSUANT TO SECTIONS 201, 301 AND 303
OF THE INDENTURE
The undersigned, Alan B. Sellers and David B. Cooper, Jr., do hereby
certify that they are the duly appointed and acting Executive Vice President
and Corporate Secretary, and Vice President and Treasurer, respectively, of
DOLE FOOD COMPANY, INC., a Hawaii corporation (the "Company"). Each of the
undersigned also hereby certifies in such capacities, pursuant to Sections
201, 301 and 303 of the Indenture, dated as of July 15, 1993, between the
Company and Chemical Trust Company of California, as Trustee (the
"Indenture"), that:
A. There has been established pursuant to resolutions duly adopted
by the Board of Directors of the Company and of a Pricing Committee
thereof (a copy of such resolutions being attached hereto as Exhibits C
and D, respectively) two series of Securities (as that term is defined
in the Indenture) to be issued under the Indenture, with the following
terms:
1. The titles of the Securities of the series are "6-3/4%
Notes due July 15, 2000 (the "Notes") and "7-7/8% Debentures due
July 15, 2013" (the "Debentures"; the Notes and the Debentures are
collectively referred to as the "Designated Securities").
2. The limit upon the aggregate principal amount of the Notes
and the Debentures which may be authenticated and delivered under
the Indenture (except for Notes or Debentures, as the case may be,
authenticated and delivered upon registration of, transfer of, or
in exchange for, or in lieu of other Notes or Debentures, as the
case may be, pursuant to Sections 304, 305, 306, 906 or 1107 of the
Indenture) is $225,000,000 and $175,000,000, respectively.
3. Interest on the Designated Securities shall be payable to
the persons in whose name the Designated Securities are registered
at the close of business on the Regular Record Date (as defined in
the Indenture) for such interest payment, except that interest
payable on July 15, 2000 with respect to the Notes and on July 15,
2013 with respect to the Debentures shall be payable to the persons
to whom principal is payable on such dates.
1
4. The date on which the principal of the Notes is payable,
unless accelerated pursuant to the Indenture, shall be July 15, 2000
and the date on which the principal of the Debentures is payable,
unless accelerated pursuant to the Indenture, shall be July 15, 2013.
5. The rates at which the Notes and the Debentures shall bear
interest shall be 6-3/4% per annum and 7-7/8% per annum,
respectively. The date from which interest shall accrue for the
Designated Securities shall be August 3, 1993. The Interest Payment
Dates on which interest on the Designated Securities shall be
payable are January 15 and July 15. The initial interest payment on
the Designated Securities shall be made on January 15, 1994. The
Regular Record Dates for the interest payable on the Designated
Securities on any Interest Payment Date shall be the January 1 and
July 1, as the case may be, immediately preceding such Interest
Payment Date.
6. The place or places where the principal of and interest on
the Designated Securities shall be payable is at the agency of the
Trustee maintained for that purpose at the office of Chemical Bank,
55 Water Street, North Building, Securities Window, Second Floor,
New York, New York, 10041, provided that payment of interest, other
than at Stated Maturity (as defined in the Indenture), may be made
at the option of the Company by check mailed to the address of the
person entitled thereto as such address shall appear in the
Security Register (as defined in the Indenture), and provided
further that the Depositary (as defined below), or its nominee, as
holder of Global Securities (as defined in the Indenture), shall be
entitled to receive payments of interest by wire transfer of
immediately available funds.
7. The Notes are not redeemable prior to July 15, 2000 and the
Debentures are not redeemable prior to July 15, 2013.
8. There is no obligation of the Company to redeem or
purchase the Designated Securities pursuant to any sinking fund or
analogous provisions, or to repay any of the Designated Securities
prior to Stated Maturity at the option of a holder thereof.
9. The Designated Securities shall be issued in fully
registered form in denominations of $1,000 or any amount in excess
thereof which is an integral multiple of $1,000.
2
10. The principal amount of the Notes or the Debentures shall
be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 502 of the Indenture.
11. Section 501(5) of the Indenture shall be deemed to be
amended for purposes of the Designated Securities only to delete
the figure "$25,000,000" appearing twice therein and to replace
such figure with the figure "$10,000,000" in both places. The
following provisions set forth below as Sections 1008 and 1009
(including the definitions set forth thereafter) shall apply to the
Designated Securities as if such provisions had been included in
the Indenture as Sections 1008 and 1009, respectively, and as if
the related definitions had been included in alphabetical order in
Section 101 of the Indenture:
"Section 1008. Limitation upon Mortgages.
The Company will not itself, and will not permit any Restricted
Subsidiary to, directly or indirectly, create, incur, issue, assume,
guarantee or otherwise become liable for or suffer to exist any indebtedness
for money borrowed or evidenced by a bond, debenture, note or other similar
instrument, whether or not for money borrowed or given in connection with the
acquisition of any business, properties or assets, including securities (such
indebtedness being hereinafter in this Section called "Indebtedness") secured
by a Mortgage on (i) any Principal Property of the Company or any Restricted
Subsidiary or (ii) any shares of capital stock or Indebtedness of any
Restricted Subsidiary (which Indebtedness is then held by the Company or any
Restricted Subsidiary), without effectively providing that the Designated
Securities (together with, if the Company shall so determine, any other
Indebtedness of the Company or such Restricted Subsidiary then existing or
thereafter created which is not Subordinated Debt) shall be secured equally
and ratably with (or, at the option of the Company, prior to) such secured
Indebtedness, so long as such secured Indebtedness shall be so secured,
unless immediately thereafter, after giving effect thereto, the aggregate
amount of all such secured Indebtedness plus all Attributable Debt of the
Company and its Restricted Subsidiaries in respect of Sale and Leaseback
Transactions (as defined in Section 1009, but excluding leases exempt from the
prohibition of Section 1009 by Clauses (2) through (6) thereof) would not
exceed 10% of Net Tangible Assets; provided, however, that this Section shall
not apply to, and there shall be excluded from secured Indebtedness in any
computation under this Section, Indebtedness secured by:
3
(1) Mortgages on, and limited to, property of or shares of
capital stock or Indebtedness of any corporation existing at
July 15, 1993 or at the time such corporation becomes a Restricted
Subsidiary;
(2) Mortgages in favor of the Company or any Restricted
Subsidiary;
(3) Mortgages in favor of any governmental body to secure
progress, advance or other payments pursuant to any contract or
provision of any statute;
(4) (i) if made in the ordinary course of business, any
Mortgage as security for the performance of any contract or
undertaking not directly or indirectly in connection with the
borrowing of money or the securing of Indebtedness, or (ii) any
Mortgage with any governmental agency required or permitted to
qualify the Company or any Restricted Subsidiary to conduct
business, to maintain self-insurance or to obtain the benefits of
any law pertaining to workmen's compensation, employment insurance,
old age pensions, social security or similar matters;
(5) Mortgages for taxes, assessments or governmental charges
or levies if such taxes, assessments, governmental charges or
levies shall not at the time be due and payable, or if the same
thereafter can be paid without penalty, or if the same are being
contested in good faith by appropriate proceedings;
(6) Mortgages created by or resulting from any litigation or
legal proceeding which at the time is currently being contested in
good faith by appropriate proceedings; or Mortgages arising out of
judgments or awards as to which the time for prosecuting an appeal
or proceeding for review has not expired;
(7) Mortgages on, and limited to, property (including
leasehold estates) or shares of capital stock or Indebtedness,
existing at the time of acquisition thereof (including acquisition
through merger or consolidation) or to secure the payment of all or
any part of the purchase price thereof or construction thereon or
to secure any Indebtedness incurred prior to, at the time of, or
within 120 days after the latest of the acquisition, the completion
of construction or the commencement of full operation of such
property for the purpose of financing all or any part of the
purchase price thereof or construction thereon;
4
(8) Mortgages securing obligations issued by a state,
territory or possession of the United States, or any political
subdivision of any of the foregoing or the District of Columbia, to
finance the acquisition or construction or development of property,
and on which the interest is not, in the opinion of tax counsel of
recognized standing or in accordance with a ruling issued by the
Internal Revenue Service, includible (in whole or in part) in gross
income of the holder by reason of Section 103(a)(1) of the Internal
Revenue Code (or any successor to such provision) as in effect at
the time of the issuance of such obligations;
(9) Mortgages created in connection with a project financed
with, and created to secure, a Nonrecourse Obligation. For this
purpose, "Nonrecourse Obligation" shall mean indebtedness or lease
payment obligations substantially related to (i) the acquisition of
assets not previously owned by the Company or any of its Restricted
Subsidiaries or (ii) the financing of a project involving the
development or expansion of properties of the Company or any of its
Restricted Subsidiaries, as to which the obligee with respect to
such indebtedness or obligation has no recourse to the general
corporate funds of the Company or any of its Restricted
Subsidiaries or any assets of the Company or any of its Restricted
Subsidiaries other than the assets which were acquired with the
proceeds of such transaction or the project financed with the
proceeds of such transaction (and funds generated by such assets or
project) except pursuant to a covenant to pay to such obligee or to
the obligor of such indebtedness or obligation an amount equal to
all or a portion of the amount of any dividends received from such
obligor within the previous 12 months; or
(10) any extension, renewal or replacement (or successive
extensions, renewals or replacements), as a whole or in part, of
any Mortgage referred to in the foregoing Clauses (1) through (9),
to the extent the Indebtedness secured by such Mortgage is not
increased from the amount originally so secured, provided that such
extension, renewal or replacement Mortgage shall be limited to all
or a part of the same property or shares of capital stock or
Indebtedness that secured the Mortgage extended, renewed or
replaced (plus improvements on such property).
Section 1009.Limitation upon Sale and Leaseback Transactions.
Except as hereinafter provided, the Company will not itself, and will
not permit any Restricted Subsidiary to, enter into any transaction with any
bank, insurance
5
company or other lender or investor, or to which any such bank, company,
lender or investor is a party, providing for the leasing by the Company or a
Restricted Subsidiary of any Principal Property which has been or is to be
sold or transferred more than 180 days after the latest of the acquisition,
completion of construction or commencement of full operation by the Company
or a Restricted Subsidiary to such bank, company, lender or investor, or to
any Person to whom funds have been or are to be advanced by such bank,
company, lender or investor on the security of such Principal Property
(herein referred to as a "Sale and Leaseback Transaction"); provided,
however, that this covenant shall not apply to any Sale and Leaseback
Transaction if:
(1) the Company or such Restricted Subsidiary could create
Indebtedness secured by a Mortgage pursuant to Section 1008,
excluding from secured Indebtedness in any computation under that
Section Indebtedness secured by Mortgages of the type described in
Clauses (1) through (10) thereof, on the Principal Property to be
leased in an amount equal to the Attributable Debt with respect to
such Sale and Leaseback Transaction without equally and ratably
securing the Designated Securities, or
(2) the Company or a Restricted Subsidiary, within 180 days
after the sale or transfer shall have been made by the Company or
by a Restricted Subsidiary, applies an amount equal to the greater
of the net proceeds from the sale of the Principal Property leased
pursuant to such arrangement or the fair market value of the
Principal Property so leased at the time of entering into such
arrangement (as determined in any manner approved by the Board of
Directors) to either (x) the retirement of Senior Funded Debt of
the Company or Funded Debt of a Restricted Subsidiary; provided,
however, that notwithstanding the foregoing, no retirement referred
to in this Clause (2) may be effected by payment at maturity or
pursuant to any mandatory sinking fund payment or any mandatory
prepayment provision, or (y) purchase of other property which will
constitute Principal Property of the Company or its Restricted
Subsidiaries having a fair market value, in the opinion of the
Board of Directors of the Company, at least equal to the fair
market value of the Principal Property leased in such sale and
leaseback transaction, or
(3) the lease in such Sale and Leaseback Transaction is for a
period, including renewals, of no more than three years, or
6
(4) the lease in such sale and leaseback transaction secures
or relates to obligations issued by a state, territory or
possession of the United States, or any political subdivision of
any of the foregoing, or the District of Columbia, to finance the
acquisition or construction of property, and on which the interest
is not, in the opinion of tax counsel of recognized standing or in
accordance with a ruling issued by the Internal Revenue Service,
includible (in whole or in part) in gross income of the holder by
reason of Section 103(a)(1) of the Internal Revenue Code (or any
successor to such provision) as in effect at the time of the
issuance of such obligations, or
(5) the lease payment obligation is created in connection
with a project financed with, and such obligation constitutes, a
Nonrecourse Obligation as defined in Section 1008(9), or
(6) such arrangement is between the Company and a Restricted
Subsidiary or between Restricted Subsidiaries.
"Attributable Debt" means, as to any particular lease under which the
Company or any Restricted Subsidiary is at the time liable and at any date as
of which the amount thereof is to be determined, the total net amount of rent
required to be paid under such lease during the remaining term thereof
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended), discounted from the respective due dates
thereof to such date at a rate per annum equal to the weighted average
interest rate per annum borne by the Securities of each series outstanding
hereunder compounded semi-annually. The net amount of rent required to be
paid under any such lease for any such period shall be the aggregate amount
of the rent payable by the lessee with respect to such period after excluding
amounts required to be paid on account of maintenance and repairs, insurance,
taxes, assessments, water rates and similar charges. In the case of any
lease which is terminable by the lessee upon the payment of a penalty, such
net amount shall also include the amount of such penalty, but no rent shall
be considered as required to be paid under such lease subsequent to the first
date upon which it may be so terminated.
"Funded Debt" means (a) all indebtedness of the Company and its
Restricted Subsidiaries for money borrowed, or evidenced by a bond,
debenture, note or other similar instrument, whether or not for money
borrowed or given in connection with the acquisition of any business, or the
properties or assets thereof, including securities thereof, maturing on, or
renewable or extendible at the option of the
7
obligor to, a date more than one year from the date of the determination
thereof that is or would be classified as long-term debt on a balance sheet
prepared in accordance with generally accepted accounting principles
(including indebtedness under any revolving credit arrangement with banks),
(b) guarantees, direct or indirect, and other contingent obligations of the
Company and its Restricted Subsidiaries in respect of, or to purchase or
otherwise acquire or be responsible or liable for (through the investment of
funds or otherwise), any such indebtedness of others (but not including
contingent liabilities on customers' receivables sold with recourse) and (c)
amendments, renewals, extensions and refundings of any such indebtedness.
"Mortgage" means and includes any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other
similar encumbrance.
"Net Tangible Assets" means the net book value of all assets of the
Company and Restricted Subsidiaries, excluding any amounts carried as assets
for shares of capital stock held in treasury, debt discount and expense,
investments in and advances to Subsidiaries other than Restricted
Subsidiaries, good will, patents and trademarks, less all liabilities of the
Company and Restricted Subsidiaries (except Funded Debt, minority interests
in Restricted Subsidiaries, deferred taxes and general contingency reserves
of the Company and Restricted Subsidiaries), all as determined on a
consolidated basis in accordance with generally accepted accounting
principles.
"Principal Property" means any manufacturing plant or processing
facility, including the equipment constituting a part thereof, which is
located within the United States or its territories or possessions, of the
Company or a Restricted Subsidiary, having a net book value exceeding 1% of
Net Tangible Assets.
"Restricted Subsidiary" means any Subsidiary of the Company other than
any Subsidiary that is engaged primarily in the management, development and
sale or financing of real property.
"Sale and Leaseback Transaction" has the meaning assigned to that term
in Section 1009 hereof.
"Senior Funded Debt" means all Funded Debt except Subordinated Funded
Debt.
"Subordinated Funded Debt" means any unsecured Funded Debt of the Company
which is expressly made subordinate and junior in rank and right of payment
to the
8
Securities of each series outstanding hereunder in the event of any
insolvency or bankruptcy proceedings, and any receivership, liquidation,
reorganization or other similar proceedings in connection therewith, relative
to the Company or to its creditors, as such, or to its property, or in the
event of any proceedings for voluntary liquidation, dissolution or other
winding up of the Company, whether or not involving insolvency or bankruptcy.
"Unrestricted Subsidiary" means any Subsidiary of the Company that is
not a Restricted Subsidiary."
12. The Designated Securities shall be defeasible as provided
in Article THIRTEEN of the Indenture. Section 1303 of the
Indenture shall be deemed to be amended for purposes of the
Designated Securities only to delete the phrase "Sections 1005
through 1007" appearing twice therein and to replace such phrase
with the phrase "Sections 1005 through 1009" in both places.
13. Interest on the Designated Securities shall be computed
on the basis of a 360-day year of twelve 30-day months.
14. The Designated Securities will be issued in the form of
Global Securities (as defined in the Indenture). The Depository
Trust Company shall be the Depositary (as defined in the Indenture)
for the Global Securities. The Designated Securities shall only be
transferred in accordance with the provisions of Section 305 of the
Indenture.
B. The forms of the Global Securities representing the Notes and the
Debentures are attached hereto as ExhibitsA and B, respectively.
C. The Trustee is appointed a Paying Agent.
D. The foregoing forms and terms of the Designated Securities have been
established in conformity with the provisions of the Indenture.
E. The undersigned has read the provisions of Sections 301 and 303 of
the Indenture and the definitions relating thereto and the resolutions
adopted by the Board of Directors of the Company and a Pricing Committee
thereof and delivered herewith and has examined the forms of Global
Securities representing the Designated Securities. In the opinion of the
undersigned, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not all conditions
precedent provided in the Indenture relating to the establishment,
authentication and delivery of the series of
9
Securities under the Indenture, designated as the Notes and the Debentures in
this Certificate, have been complied with. In the opinion of the
undersigned, all such conditions precedent have been complied with.
F. The undersigned Corporate Secretary, by execution of this
Certificate, hereby certifies the actions taken by a Pricing Committee of the
Board of Directors of the Company in determining and setting the specific
terms of the Notes and the Debentures, and hereby further certifies that
attached hereto as Exhibits A, B, C and D, respectively, are the forms of
Global Securities representing the Notes and the Debentures as duly approved
by a Pricing Committee of the Board of Directors of the Company, a copy of
resolutions duly adopted by the Board of Directors of the Company on May 19,
1993 and a copy of resolutions duly adopted by a Pricing Committee of the
Board of Directors as of July 27, 1993, pursuant to which the terms of the
Designated Securities set forth above have been established.
IN WITNESS WHEREOF, the undersigned have hereunto executed this
Certificate as of the 3rd day of August, 1993.
/s/ ALAN B. SELLERS
----------------------------
Alan B. Sellers
Executive Vice President
and Corporate Secretary
/s/ DAVID B. COOPER, JR.
----------------------------
David B. Cooper, Jr.
Vice President and Treasurer
10
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 7/15/13 | | 1 | | 2 |
| | 7/15/00 | | 1 | | 2 |
| Filed on: | | 4/2/99 | | | | | | | DEF 14A |
| For Period End: | | 1/2/99 |
| | 1/15/94 | | 2 |
| | 8/3/93 | | 2 |
| | 7/27/93 | | 10 |
| | 7/15/93 | | 1 | | 4 |
| | 5/19/93 | | 10 |
| List all Filings |
↑Top
Filing Submission 0001047469-99-013425 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Thu., Apr. 25, 9:50:28.1am ET 