Exhibit 3.15.1
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
MRT MANAGEMENT CORP.
(Under Section 242 of the
General Corporation Law of the State of Delaware)
The undersigned, the Vice President of MRT Management Corp., a corporation
organized and existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify as follows:
1. The name of the Corporation is MRT Management Corp.
2. The date of filing of the original Certificate of Incorporation of the
Corporation was November 17, 1995.
3. The Certificate of Incorporation of the Corporation is hereby amended
to effect a recapitalization of the shares of the Corporation's Common Stock,
par value $.01 ("Old Common Stock"), pursuant to which each issued and
outstanding share of Old Common Stock on the date this Certificate of Amendment
is filed with the Secretary of State of the State of Delaware shall be converted
into and shall become issued shares of (i) Class A Common Stock, $.001 par value
per share ("Class A Common"), and (ii) Class B Common Stock, $.001 par value per
share ("Class B Common"), at the rate of 0.21345 shares of Class A Common and
0.21345 shares of Class B Common, for each share of Old Common Stock,
respectively. The Corporation shall be entitled to issue fractional shares of
Class A Common and Class B Common as a result of such recapitalization.
4. The Certificate of Incorporation of the Corporation is hereby amended
as follows:
A. Article FOURTH of the Certificate of Incorporation of the
Corporation, relating to the number of authorized shares of capital stock of the
Corporation, is hereby amended by deleting said Article FOURTH and replacing it
with the following new Article FOURTH, reading in its entirety as follows:
"FOURTH:
1. The total number of shares of all classes of stock that
this corporation shall have authority to issue is thirty thousand (30,000),
consisting of (a) 10,000 shares of Class A Common Stock, par value $.001 per
share (the "Class A Common"), (b) 10,000 shares of Class B Common Stock, par
value $.001 per share (the "Class B Common" and together with the Class A
Common, the
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"Common Stock"), and (c) ten thousand (10,000) shares of Preferred Stock, $.001
par value per share (the "Preferred Stock").
2. Except as provided in Section 2.1 below, the Class A Common
and the Class B Common shall be identical in all respects.
2.1 Voting Rights. Each issued and outstanding share of
Class A Common Stock shall entitle the holder of record thereof to full voting
power. Except as any provision of law may otherwise require, no share of Class B
Common Stock shall entitle the holder thereof to any voting power whatsoever, to
any right to participate in any meeting of stockholders, or to have any notice
of any meeting of stockholders.
2.2 Dividends. Subject to the rights of the Preferred
Stock, the holders of Common Stock shall be entitled to participate in dividends
, whether in cash, property or securities of the corporation, ratably on a per
share basis, as and when dividends are declared or paid.
2.3 Liquidation. Subject to the rights of the Preferred
Stock, the holders of Common Stock shall be entitled to participate ratably on a
per share basis in all distributions to the holders of the Common Stock, upon
any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the corporation.
3. The Board of Directors is hereby expressly granted
authority to authorize, from time to time in accordance with applicable law, the
issue of one or more series of Preferred Stock and with respect to any such
series to fix by resolution or resolutions the numbers, powers, designations,
preferences and relative, participating, optional or other special rights of
such series and the qualifications, limitations or restrictions thereof,
including, but without limiting the generality of the foregoing, the following:
(i) The number of shares to constitute such series and the
distinctive designations thereof;
(ii) The dividend rate to which such shares shall be entitled
and the restrictions, limitations and conditions upon the payment of
such dividends, whether dividends shall be cumulative, the date or
dates from which dividends (if cumulative) shall accumulate and the
dates on which dividends (if declared) shall be payable;
(iii) Whether or not the shares of such series shall be
redeemable and, if so, the terms, limitations and restrictions with
respect to such redemption, including without limitation the manner
of selecting shares for
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redemption if less than all shares are to be redeemed, and the
amount, if any, in addition to any accrued dividends thereon, which
the holders of shares of such series shall be entitled to receive
upon the redemption thereof, which amount may vary at different
redemption dates and may be different with respect to shares
redeemed through the operation of any purchase, retirement or
sinking fund and with respect to shares otherwise redeemed;
(iv) The amount in addition to any accrued dividends thereon
which the holders of shares of such series shall be entitled to
receive upon the voluntary or involuntary liquidation, dissolution
or winding up of the corporation, which amount may vary at different
dates and may vary depending on whether such liquidation,
dissolution or winding up is voluntary or involuntary.
(v) Whether or not the shares of such series shall be subject
to the operation of a purchase, retirement or sinking fund and, if
so, the terms, limitations and restrictions with respect thereto,
including without limitation whether such purchase, retirement or
sinking fund shall be cumulative or non-cumulative, the extent to
and the manner in which such fund shall be applied to the purchase,
retirement or redemption of the shares of such series for retirement
or to other corporate purposes and the terms and provisions relative
to the operation thereof;
(vi) Whether or not the shares of such series shall have
conversion privileges and, if so, prices or rates of conversion and
the method, if any, of adjusting the same;
(vii) The voting powers, if any, of such series; and
(viii) Any other relative rights, preferences and limitations
pertaining to such series.
4. The number of authorized shares of any class or series of
capital stock of the corporation may be increased or decreased (but not below
the number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the capital stock of the corporation entitled to vote
thereon and the holders of such class or series, or of any other class or series
of capital stock of the corporation shall not be entitled to vote on such
amendment separately as a class or series."
B. The Certificate of Incorporation of the Corporation is hereby
amended by adding an Article EIGHTH thereto as follows:
"EIGHTH: The corporation elects out of and shall not be
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governed by Section 203 of the General Corporation Law of the State of
Delaware."
5. The amendments to the Certificate of Incorporation set forth above have
been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware (the "DGCL"). The amendment was
thereafter approved by written consent in lieu of a meeting of the stockholders
pursuant to Section 228 and 242 of the DGCL, and written notice of such approval
has been or will be provided as and to the extent required by such Section 228.
6. The capital of the Corporation will not be reduced under or by reason
of any amendment herein certified.
7. This instrument and the amendments referred to herein shall, in
accordance with Section 103(d) of the DGCL, become effective upon the filing
hereof.
SIGNED and attested to on behalf of the Corporation on January 27, 1999.
/s/ Nathan S. Bistricer
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Nathan S. Bistricer
Vice-President
/s/ Joseph M. Katzenstein
-----------------------------------
Joseph M. Katzenstein,
Secretary
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