Premium Standard Farms Inc/New, et al. – ‘S-4’ on 6/29/01 – EX-3.4

On:  Friday, 6/29/01, at 3:15pm ET   ·   Accession #:  950123-1-504009   ·   File #s:  333-64180, -01, -02, -03, -04

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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               170    804K 
                          Business-Combination Transaction                       
 2: EX-1.1      Placement Agreement                                   26     97K 
 3: EX-2.1      Articles of Merger                                     6     33K 
 4: EX-3.1.A    Certificate of Incorporation                          17     70K 
 5: EX-3.1.B    Certificate of Amendment                               2     17K 
14: EX-3.10     Restated By-Laws                                      20     80K 
 6: EX-3.2.A    Certificate of Incorporation                           2     19K 
 7: EX-3.2.B    Certificate of Correction                              1     16K 
 8: EX-3.4      Articles of Incorporation                              3     20K 
 9: EX-3.5      Certificate of Incorporation                           3     19K 
10: EX-3.6      Amended and Restated By-Laws                          22     88K 
11: EX-3.7      Amended and Restated By-Laws                          20     84K 
12: EX-3.8      Restated By-Laws                                      23     94K 
13: EX-3.9      Restated By-Laws                                      23     94K 
15: EX-4.1.A    Indenture                                            106    411K 
16: EX-4.1.B    Specimen Certificate                                  12     47K 
17: EX-4.2      Registration Rights Agreement                         21     82K 
18: EX-4.3.A    Credit Agreement                                      73    278K 
19: EX-4.3.B    First Amendment to Credit Agreement                   15     59K 
20: EX-4.3.C    Second Amendment to Credit Agreement                   8     41K 
21: EX-4.3.D    Third Amendment to Credit Agreement                    5     28K 
22: EX-4.3.E    Fourth Amendment to Credit Agreement                  27    102K 
23: EX-4.3.F    Fifth Amendment to Credit Agreement                   13     55K 
24: EX-4.3.G    Guaranty Agreement                                     7     39K 
25: EX-5.1      Opinion of Blackwell Sanders Peper Martin LLP          2     20K 
26: EX-10.1     1999 Equity Incentive Plan                            20     77K 
36: EX-10.10    Stock Purchase Agreement                              47    184K 
37: EX-10.11    Market Hog Contract Grower Agreement                   9     44K 
27: EX-10.2     Long-Term Incentive Plan                               9     32K 
28: EX-10.3     Executive Level Severance Plan                        13     54K 
29: EX-10.4     Vice President Level Severance Plan                   13     54K 
30: EX-10.5     Special Executive Retirement Plan                     16     69K 
31: EX-10.6.A   Premium Standard Farms Deferred Compensation Plan     17     71K 
32: EX-10.6.B   Amendment No.1 Psf Deferred Compensation Plan          2     17K 
33: EX-10.7     Consulting Agreememt                                   8     36K 
34: EX-10.8     Services Agreement                                    10     47K 
35: EX-10.9     Consulting Agreement                                   4     22K 
38: EX-12.1     Statement Re Computation of Ratio of Earnings          1     17K 
39: EX-21.1     Subsidiaries                                           1     14K 
40: EX-23.2     Consent of Arthur Andersen LLP                         1     14K 
41: EX-23.3     Consent of Kpmg LLP                                    1     14K 
42: EX-25.1     Form T-1                                              29     98K 
43: EX-25.2     Statement of Eligibility and Qualification on T-1     30    100K 
44: EX-99.1     Form of Letter                                         2     22K 
45: EX-99.2     Form of Letter of Transmittal                          9     42K 
46: EX-99.3     Form of Notice of Guaranteed Delivery                  4     24K 
47: EX-99.4     Form of Instructions                                   2     20K 
48: EX-99.5     Form of Letter to Clients                              2±    16K 
49: EX-99.6     Guidelines                                             4±    23K 

EX-3.4   —   Articles of Incorporation

EX-3.4
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                                                                     Exhibit 3.4

 ARTICLES OF INCORPORATION
OF
 LUNDY INTERNATIONAL, INC.

      The undersigned natural persons of the age of eighteen (18) years or
more, do hereby incorporate a business corporation under the laws of the State  
of North Carolina, as contained in Chapter 55 of the General Statutes of North  
Carolina, entitled "Business Corporation Act", and the several amendments       
thereto, and to that end do hereby set forth:                                   

1. The name of the corporation is Lundy International, Inc.   

  2. The period of duration of the corporation shall be perpetual.

       3. The purpose for which the corporation is organized is to engage in
the export of agricultural products and in any other lawful act or activity for 
which corporations may be organized under Chapter 55 of the General Statutes of 
North Carolina.                                                                 

    4. The aggregate number of shares which the corporation shall have
authority to issue is Ten Thousand (10,000) shares having a par value of Ten    
Dollars ($10.00) per share, and the minimum amount of consideration for its     
shares to be received by the corporation before it shall commence business is   
One Hundred Dollars ($100.00).                                                  

       5. The address of the initial registered office of the corporation is
Railroad Street, Clinton, Sampson County, North Carolina 28328; and the name of 
the initial registered agent at such address is Lewis M. Fetterman.             

   6. The number of directors of the corporation may be fixed by the
By-laws. The number of directors constituting the initial Board of Directors    
shall be five (5), and the names and addresses of the persons who are to serve  
as directors until the first meeting of shareholders or until their successors  
are elected and qualified are:                                                  

Name                                    Address         

Lewis M. Fetterman                      704 Raleigh Road
                                           Clinton, N.C. 28328

Annabelle L. Fetterman                  704 Raleigh Road
                                           Clinton, N.C. 28328

Lewis M. Fetterman, Jr.                 704 Raleigh Road
                                           Clinton, N.C. 28328

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Mabel M. Fetterman                      704 Raleigh Road
                                           Clinton, N.C. 28328

           John T. Talton, Jr.                     605 So. Fayetteville Street
                                           Clayton, N.C. 27520

7. The names and addresses of the incorporators are:          

Name                                    Address         

N. A. Townsend, Jr.                     615 Oberlin Road
                                           Raleigh, N.C. 27605

Lacy H. Reaves                          615 Oberlin Road
                                           Raleigh, N.C. 27605

     IN WITNESS WHEREOF, we have hereunto set our hands this 16th day of
September, 1981                                                                 

                                   /s/ N. A. Townsend, Jr.
                               N. A. Townsend, Jr.

                              /s/ Lacy H. Reaves
                          Lacy H. Reaves

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STATE OF NORTH CAROLINA                                                         

COUNTY OF WAKE                                                                  

         THIS IS TO CERTIFY, that on the 17th day of September, 1981, before me,
a Notary Public, personally appeared N. A. Townsend, Jr. and Lacy H. Reaves, who
I am satisfied are the persons named in and who executed the foregoing Articles 
of Incorporation, and I having first made known to them the contents thereof,   
they did acknowledge that they signed and delivered the same as their voluntary 
act and deed for the uses and purposes therein expressed.                       

  IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal, this 17th day of September, 1981.                                

                                             /s/ Winnie K. Haigh
                                       Notary Public

[SEAL]                                                                          

My commission expires:                                                          

--------------------------------------                                          

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