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-3.1.B — Certificate of Amendment
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Exhibit 3.1(b)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PSF GROUP HOLDINGS, INC.
THE UNDERSIGNED, being the Secretary of PSF Group Holdings, Inc., a
Delaware corporation, does hereby certify as follows:
FIRST: That a resolution was duly adopted by the Board of Directors of
PSF Group Holdings, Inc. setting forth a proposed amendment of the Certificate
of Incorporation of said corporation, declaring said amendment to be advisable,
and recommending that the stockholders of the corporation adopt said amendments
at the annual meeting of stockholders. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that Article V of the Certificate of Incorporation
is hereby amended in its entirety to read as follows:
ARTICLE V
Number of Shares
The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 560,000, consisting of the
following three classes of stock:
(a) 250,000 shares of Class A Common Stock, par value $0.01
per share (the "Class A Common Stock");
(b) 300,000 shares of Class B Common Stock, par value $0.01
per share (the "Class B Common Stock"); and
(c) 10,000 shares of Preferred Stock, par value $0.01 per
share (the "Preferred Stock").
Upon the filing of this Amendment (the "Effective Date"), (i)
each 100 shares of Class A Common Stock, par value $0.01 per share,
then outstanding shall be combined into one share of Class A Common
Stock, par value $0.01 per share, and (ii) each 100 shares of Class B
Common Stock, par value $0.01 per share, then outstanding shall be
combined into one share of Class B Common Stock, par value $0.01 per
share. Fractional shares resulting therefrom shall be issued in
accordance with Section 155 of the Delaware General Corporation Law.
From and after the Effective Date, certificates representing shares of
stock issued prior to the Effective Date shall be deemed to represent
only the right to receive new shares pursuant to this Amendment.
SECOND: That thereafter, pursuant to a resolution of its Board of
Directors, the amendment was considered at the annual meeting of stockholders of
the corporation, which was duly called and held upon notice in accordance with
Section 222 of the Delaware General Corporation Law, at which meeting the
necessary number of shares required by statute were voted in favor of the
amendment.
THIRD: That such amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, PSF Group Holdings, Inc. has caused this
certificate to be signed by Gerard J. Schulte, Jr., its authorized officer, this
16th day of September, 1999.
/s/ Gerard J. Schulte
----------------------
Gerard J. Schulte, Jr.
Secretary
2
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