<PAGE> 1
EXHIBIT 3(i)
ARTICLES OF AMALGAMATION
STATUS DE FUSION
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1. The name of the amalgamated corporation is: Denomination sociale de la societe issue de al fusion:
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BRACKNELL CORPORATION
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2. The address of the registered office is: Adresse du siege social is:
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Suite 1506, 150 York Street
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(Street & Number or R.R. Number & if Multi-Office Building give Room No.)
(Rue of numero ou numero de la R.R. et. s'll s'agit
d'un edifice e bureaux numero du bureau)
Toronto M5H3S5
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(Name of Municipality or Post Office)
(Nom de la municipalite ou du bureau de poste)
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<CAPTION>
<S> <C> <C>
Municipality of in the Metropolitan Toronto
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(Nom de la municipalite, du canion geographique) dans le/la (County, District Regional Municipality)
(Name of Municipality, Geographic Township) (Comie, district municipallte regionaie)
<CAPTION>
<S> <C> <C>
3. Number (or minimum and maximum number) or directors is: Nombre (ou nombres minimal et maximal)
d'administrateurs:
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A minimum of 3 directors and a maximum of 15 directors.
<TABLE>
<CAPTION>
4. The director(s) is/are: Administrateur(s): Resident
Residence address, giving Street & No. or R.R. No. Municipality and Canadian State
Postal Code Yes or No
First name, Initials and surname Adresse personnelle, y compris la rue at le numero, le numero Resident
Prenom, initiales et nom de famille de la R.R., le nom de la municipalite et le code postal canadian Oui/Non
----------------------------------------- --------------------------------------------------------------------- -----------------
<S> <C> <C>
Thomas P. Flynn 1585 Jalna Avenue Yes
Mississauga, Ontario L5J 1S8
George L. Ploder 2373 Doulton Drive Yes
Mississauga, Ontario L5H 3M4
Kurt Rothschild #903-120 Shelborne Ave. Yes
Toronto, Ontario M6B 2M7
Allan R. Twa 513-34th Avenue S.W. Yes
Calgary, Alberta T2S 0T2
Gilbert S. Bennett R.R. #2, Skyway Road Yes
Guelph, Ontario N1H 6H8
Paul D. Melnuk 37 Countryside Lane No
St. Louis, Missouri U.S.A. 63131
James W, Moir, Jr. 6770 Jubilee Road, Unit #7 Yes
Halifax, Nova Scotia B3H 2H8
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<PAGE> 2
2
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5. A) The amalgamation agreement has been duly adopted by A) Les actionnaires de chaque societe qui fusionne
the shareholders of each of the amalgamating corporations ont diment adopte la convention de fusion
as required by subsection 176(4) of the Business conformement au paragraphe 176(4) de la Loi sur les
Corporations Act on the date set out bellow. societes par actions a la date mentionnee ci-dessous.
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[ ]
----------------------------
CHECK COCHER
A OR B A OU B
----------------------------
[X]
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B) The amalgamation has been approved by the B) Les administrateurs de chaque societe qui fusionne ont
directors of each amalgamating corporation by a approuve la fusion par voie de resolution conformement a
resolution as required by section 177 of the l'article 177 de la Loi sur les societes par actions a
Business Corporations Act on the date set out la date mentionnee ci-dessous.
below.
<CAPTION>
The articles of amalgamation in substance contain the Les status de fusion reprennent essentiellement les
provisions of the articles of incorporation of dispositions des statuts constitutifs de
</TABLE>
BRACKNELL CORPORATION
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<CAPTION>
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<S> <C>
and are more particularly set out in these articles. et sont enonces textuellement aux presents
statuts.
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<TABLE>
<CAPTION>
Names of amalgamating corporations Ontario Corporation Number Date of
Denomination sociale des societes qui Numero de la societe an Adoption/Approval
fusionnant Ontario Date d'adoption ou
d'approbation
----------------------------------------------------- ------------------------------------- ---------------------------------
<S> <C> <C>
BRACKNELL CORPORATION 535958 15/APRIL/1997
T3LPCO-6 INVESTMENT INC. 1233238 15/APRIL/1997
1045434 ONTARIO INC. 1045434 15/APRIL/1997
</TABLE>
<PAGE> 3
3
<TABLE>
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6. Restrictions, if any, on business the corporation may Limites, s'il y a lieu, imposees aux activites
carry on or on powers the corporation may commerciales ou aux pouvoirs de la societe:
exercise.
</TABLE>
The Corporation is not restricted from carrying on any business or from
exercising any powers.
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<S> <C> <C>
7. The classes and any maximum number of shares that the Categories et nombre maximal, s'il y a lieu,
corporation is authorized to issue: d'actions que la societe est autorisee a
emettre:
</TABLE>
The Corporation is authorized to issue an unlimited number of common shares
("Common Shares") and an unlimited number of preferred shares issuable in series
("Preferred Shares").
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<S> <C> <C>
8. Rights, privileges, restrictions and conditions (if Droits, privileges, restrictions et conditions,
any) attaching to each class of shares and directors s'il y a lieu, rattaches a chaque categorie
with respect to any class of shares which d'actions et pouvoirs des administrateurs
may be issued in series: relatife a chaque categorie d'actions qui
peut etre emise en serie:
</TABLE>
The rights, privileges, restrictions and conditions attaching to the Common
Shares and to the Preferred Shares as a class are as follows:
1. Directors' Rights to Issue in One or More Series
The Preferred Shares may at any time or from time to time be issued in
one or more series. Before any shares of a particular series are issued the
directors of the Corporation shall determine the number of shares that will form
such series and shall, subject to the limitations set out herein, by resolution
fix the designation, rights, privileges, restrictions and conditions to be
attached to the Preferred Shares of such series, including, but without in any
way limiting or restricting the generality of the foregoing, the rate, amount or
method of calculation of dividends thereon (which race, amount or method of
calculation may be subject to changes or adjustments), the time and place of
payment of dividends, the consideration and the terms and conditions of any
purchase for cancellation, retraction or redemption thereof, conversion rights
(if any), the voting rights (if any) attached thereto, and the terms and
conditions of any share purchase plan or sinking fund, the whole subject to the
filing with the Director (as defined in the Business Corporations Act) of
articles of amendment containing a description of conditions fixed by the
directors.
<PAGE> 4
4
2. Ranking of Preferred Shares
The Preferred Shares of each series shall rank on a parity with the
Preferred Shares of every other series with respect to accumulated dividends and
return of capital, and shall be entitled to a preference over the Common Shares
of the Corporation and over any other shares ranking junior to the Preferred
Shares with respect to priority in payment of dividends and in the distribution
of assets in the event of the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or any other shareholders for the
purpose of winding up its affairs. When any dividends or amounts payable on a
return of capital are not paid in full, the Preferred Shares of all series shall
participate rateably in respect of such dividends, including accumulations, if
any, in accordance with the sum that would be payable on such shares if all such
dividends were declared and paid in full, and in respect of any repayment of
capital in accordance with the sums that would be payable on such repayment of
capital if all sums so payable were paid in full; provided, however, that in the
event of there being insufficient assets to satisfy in full ail such claim as
aforesaid, the claims of the holders of the Preferred Shares with respect to
repayment of capital shall first be paid and satisfied and any assets remaining
thereafter shall be applied towards the payment and satisfaction of claims in
respect of dividends. The Preferred Shares of any series may also be given such
other preference not inconsistent with paragraphs 1 to 4 hereof over the Common
Shares of the Corporation and over any other shares ranking junior to the
Preferred Shares as may be determined in the case of such series of Preferred
Shares.
3. Amendment with Approval of Holders of Preferred Shares
The rights, privileges, restrictions and conditions attaching to the
Preferred Shares as a class may be added to, changed or removed but only with
the approval of holders of Preferred Shares given as hereinafter specified.
4. Approval of Holders of Preferred Shares
The approval of the holders of Preferred Shares to add to, change or
remove any right, privilege, restriction or condition attaching to the Preferred
Shares as a class or of any other matters requiring the consent of the holders
of the Preferred Shares may be given in such manner as may then be required by
law, subject to a minimum requirement that such approval be given by resolution
signed by all the holders of Preferred Shares or passed by the affirmative vote
of at least two-thirds of the votes cast at a meeting of the holders of the
Preferred Shares duly called for that purpose.
The formalities to be observed in respect of the giving of notice of
any such meeting or any adjourned meeting and the conduct thereof shall be those
from time to time prescribed by the by-laws of the Corporation with respect to
meetings of shareholders. On every poll taken at every meeting of holders of
Preferred Shares as a class, or at any joint meeting of the holders of two or
more series of Preferred Shares, each holder of Preferred Shares entitled to
vote thereat shall have one vote for each Preferred Share held.
<PAGE> 5
5
5. Common Shares
(a) Subject to the prior rights of the holders of the Preferred
Shares (i) the board of directors may declare and cause to be
paid dividends to the holders of the Common Shares from any
assets at the time properly applicable to the payment of
dividends; and (ii) the holders of Common Shares shall, in the
event of the liquidation, dissolution or winding-up of the
Corporation or other distribution of assets of the Corporation
among shareholders for the purpose of winding-up its affairs,
be entitled to receive the remaining assets of the
Corporation.
(b) Each Common Share is equal to every other Common Share and the
holders of the Common Shares shall be entitled to receive
notice of and to attend any meeting of the shareholders of the
Corporation and shall be entitled to one vote in respect of
each Common Share held at such meetings, except meetings at
which the holders of a particular class of shares other than
the Common Shares are entitled to vote separately as a class.
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9. The issue, transfer or ownership of shares is/is not L'emission, le transfert ou la propriete d'actions est/
restricted and the restrictions (if any) are as n'est pas restraint. Les restrictions, s'il y a lieu,
follows: sont les suivantes:
</TABLE>
The issue or transfer of ownership of shares of the Corporation is not
restricted.
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10. Other provisions, if any: Autres dispositions, s'il y lieu:
</TABLE>
In addition to, and without limiting such other powers which the Corporation may
by law possess, the directors of the Corporation may without authorization of
the shareholders, by authentic deed, in particular but without limitation, for
the purpose of securing any bonds, debentures or debenture stock which it is by
law entitled to issue, hypothecate, mortgage, pledge, cede or transfer any
property, moveable or immovable, present or future, which it may own.
<TABLE>
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11. The statements required by subsection 178(2) of the Les declarations exigees aux termes du paragraphe
Business Corporations Act are attached as Schedule "A": de la Loi sur les societes par actions 178(2) constituent
l'annexe "A":
12. A copy of the amalgamation agreement or directors Une copie de la convention de fusion ou les resolutions
resolutions (as the case may be) is/are attached as des administrateurs (selon le cas) constituent l'annexe
Schedule "B": "B":
These articles are signed in duplicate Les presents statuts sont signes en double exemplaire.
</TABLE>
<PAGE> 6
6
<TABLE>
<S> <C>
Names of the amalgamating corporations and signatures and Denomination sociale des societes qui fusionnent,
descriptions of office of their proper officers. signature et fonction de leurs dirigants regulierement
designes.
</TABLE>
BRACKNELL CORPORATION
by /s/ George L. Ploder C.S.
-------------------------------------
George L. Ploder, President
and Chief Executive Officer
T3LPCO-6 INVESTMENT INC.
by /s/ George L. Ploder C.S.
-------------------------------------
George L. Ploder, President
and Chief Executive Officer
1045434 ONTARIO INC.
by /s/ George L. Ploder C.S.
-------------------------------------
George L. Ploder, Chief
Executive Officer
<PAGE> 7
SCHEDULE A
STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)
I, George L. Ploder, of the City of Mississauga, in the Regional
Municipality of Peel, in the Province of Ontario, hereby state as follows:
1. This Statement is made pursuant to subsection 178(2) of the Business
Corporations Act (Ontario) (the "Act").
2. I am a director and the President and Chief Executive Officer of
Bracknell Corporation (the "Corporation") and as such have knowledge of its
affairs.
3. I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.
4. There are reasonable grounds for believing that:
(a) the Corporation is and the corporation to be formed by the
amalgamation (the "Amalgamation") of the Corporation, T3LPCO-6
Investment Inc. and 1045434 Ontario Inc., will be able to pay
its liabilities as they become due; and
(b) the realizable value of such amalgamated corporation's assets
will not be less than the aggregate of its liabilities and
stated capital of all classes.
5. There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.
6. The Corporation has not been notified by any creditor that it objects
to the Amalgamation.
This Statement is made this 15th day of April, 1997.
/s/ George L. Ploder
--------------------------------------
George L. Ploder
<PAGE> 8
SCHEDULE A
STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)
I, George L. Ploder, of the City of Mississauga, in the Regional
Municipality of Peel, in the Province of Ontario, hereby state as follows:
1. This Statement is made pursuant to subsection 178(2) of the Business
Corporations Act (Ontario) (the "Act").
2. I am a director and the President and Chief Executive Officer of
T3LPCO-6 Investment Inc. (the "Corporation") and as such have knowledge of its
affairs.
3. I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.
4. There are reasonable grounds for believing that:
(a) the Corporation is and the corporation to be formed by the
amalgamation (the "Amalgamation") of the Corporation,
Bracknell Corporation and 1045434 Ontario Inc., will be able
to pay its liabilities as they become due; and
(b) the realizable value of such amalgamated corporation's assets
will not be less than the aggregate of its liabilities and
stated capital of all classes.
5. There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.
6. The Corporation has not been notified by any creditor that it objects
to the Amalgamation.
This Statement is made this 15th day of April, 1997.
/s/ George L. Ploder
---------------------------------------
George L. Ploder
<PAGE> 9
SCHEDULE A
STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178(2) OF
THE BUSINESS CORPORATIONS ACT (ONTARIO)
I, George L. Ploder, of the City of Mississauga, in the Regional
Municipality of Peel, in the Province of Ontario, hereby state as follows:
1. This Statement is made pursuant to subsection 178(2) of the Business
Corporations Act (Ontario) (the "Act").
2. I am a director and the President and Chief Executive Officer of
1045434 Ontario Inc. (the "Corporation") and as such have knowledge of its
affairs.
3. I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements set forth
below.
4. There are reasonable grounds for believing that:
(a) the Corporation is and the corporation to be formed by the
amalgamation (the "Amalgamation") of the Corporation, T3LPCO-6
Investment Inc. and Bracknell Corporation, will be able to pay
its liabilities as they become due; and
(b) the realizable value of such amalgamated corporation's assets
will not be less than the aggregate of its liabilities and
stated capital of all classes.
5. There are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation.
6. The Corporation has not been notified by any creditor that it objects
to the Amalgamation.
This Statement is made this 15th day of April, 1997.
/s/ George L. Ploder
----------------------------------
George L. Ploder
<PAGE> 10
SCHEDULE B
BRACKNELL CORPORATION
AMALGAMATION WITH
1045434 ONTARIO INC. AND T3LPCO-6 INVESTMENT INC.
WHEREAS subsection 177(l) of the Business Corporations Act (Ontario)
(the "Act"), permits a holding corporation and one or more of its, directly or
indirectly, wholly-owned subsidiary corporations to amalgamate and continue as
one corporation without complying with sections 175 and 176 of the Act:
AND WHEREAS of 1045434 Ontario Inc. And T3LPCO-6 Investment Inc.
(collectively, the "Subsidiaries") is a wholly-owned subsidiary of BRACKNELL
CORPORATION (the "Corporation");
AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation and the Subsidiaries amalgamate and continue as
one corporation pursuant to subsection 177(l) of the Act;
NOW THEREFORE BE IT RESOLVED THAT
1. the amalgamation (the "Amalgamation") of the Corporation and the
Subsidiaries, pursuant to the provisions of subsection 177(l) of the Act, be and
the same is hereby approved;
2. upon the Amalgamation becoming effective, all the shares (whether
issued or unissued) of each of the Subsidiaries shall be cancelled without any
repayment of capital in respect thereof;
3. except as may be prescribed, the articles of amalgamation of the
corporation (the "Amalgamated Corporation") continuing from the Amalgamation
shall be the same as the articles of the Corporation;
4. upon the Amalgamation becoming effective, the by-laws of the
Corporation as in effect immediately prior to the Amalgamation shall be the
by-laws of the Amalgamated Corporation;
5. no securities shall be issued and no assets shall be distributed by the
Amalgamated Corporation in connection with the Amalgamation; and
<PAGE> 11
6. any one director or officer of the Corporation is hereby authorized and
directed, for and in the name of and on behalf of the Corporation, to execute,
whether under the corporate seal of the Corporation or otherwise, and deliver
all such agreements, instruments, certificates and other documents and to do all
such other acts and things as in his opinion may be necessary or advisable in
connection with the Amalgamation, including the execution and delivery to the
Director appointed under the Act of articles of amalgamation in the prescribed
form in respect of the Amalgamation, the execution of any such document or the
doing of any such other act or thing being conclusive evidence of such
determination."
-------------------------
The undersigned director and President and Chief Executive Officer of
BRACKNELL CORPORATION (the "Corporation") hereby certifies that the foregoing is
a true and complete copy of a resolution duly passed by the board of directors
of the Corporation and that such resolution is in full force and effect,
unamended, as of the date hereof.
DATED the 15th day of April, 1997.
/s/ George L. Ploder
-----------------------------------
George L. Ploder
<PAGE> 12
SCHEDULE B
T3LPCO-6 INVESTMENT INC.
AMALGAMATION WITH
1045434 ONTARIO INC, AND BRACKNELL CORPORATION
WHEREAS subsection 77(l) of the Business Corporations Act (Ontario)
(the "Act"), permits a holding corporation and one or more of its wholly-owned
subsidiary corporations to amalgamate and continue as one corporation without
complying with sections 175 and 176 of the Act;
AND WHEREAS each of T3LPCO-6 Investment Inc. (the "Corporation) 1045434
Ontario Inc. ("Sisterco") is a wholly-owned subsidiary of Bracknell Corporation
("Parentco");
AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation, Sisterco and Parentco amalgamate and continue
as one corporation pursuant to subsection 177(l) of the Act;
NOW THEREFORE BE IT RESOLVED THAT
1. the amalgamation (the "Amalgamation") of the Corporation, Sisterco and
Parentco, pursuant to the provisions of subsection 177(l) of the Act, be and the
same is hereby approved;
2. upon the Amalgamation becoming effective, all the shares (whether
issued or unissued) of the Corporation shall be cancelled without any repayment
of capital in respect thereof;
3. except as may be prescribed, the articles of amalgamation of the
corporation (the "Amalgamated Corporation") continuing from the Amalgamation
shall be the same as the articles of Parentco;
4. upon the Amalgamation becoming effective, the by-laws of Parentco as in
effect immediately prior to the Amalgamation shall be the by-laws of the
Amalgamated Corporation;
5. no securities shall be issued and no assets shall be distributed by the
Amalgamated Corporation in connection with the Amalgamation; and
<PAGE> 13
6. any one director or officer of the Corporation is hereby authorized and
directed, for and in the name of and on behalf of the Corporation, to execute,
whether under the corporate seal of the Corporation or otherwise, and deliver
all such agreements, instruments, certificates and other documents and to do all
such other acts and things as in his opinion may be necessary or advisable in
connection with the Amalgamation, including the execution and delivery to the
Director appointed under the Act of articles of amalgamation in the prescribed
form in respect of the Amalgamation, the execution of any such document or the
doing of any such other act or thing being conclusive evidence of such
determination."
----------------------
The undersigned director and President and Chief Executive Officer of
T3LPCO-6 INVESTMENT INC. (the "Corporation") hereby certifies that the foregoing
is a true and complete copy of a resolution duly passed by the board of
directors of the Corporation and that such resolution is in full force and
effect, unamended, as of the date hereof.
DATED 15th day of April, 1997.
/s/ George L. Ploder
----------------------------------
George L. Ploder
<PAGE> 14
SCHEDULE B
1045434 ONTARIO INC.
AMALGAMATION WITH
BRACKNELL CORPORATION AND T3LPCO-6 INVESTMENT INC.
WHEREAS subsection 177(l) of the Business Corporations Act (Ontario)
(the "Act"), permits a holding corporation and one or more of its wholly-owned
subsidiary corporations to amalgamate and continue as one corporation without
complying with sections 175 and 176 of the Act;
AND WHEREAS each of 1045434 Ontario Inc. (the "Corporation") and
T3LPCO-6 Investment Inc. ("Sisterco") is a wholly-owned subsidiary of Bracknell
Corporation ("Parentco");
AND WHEREAS it is considered desirable and in the best interests of the
Corporation that the Corporation, Sisterco and Parentco amalgamate and continue
as one corporation pursuant to subsection 177(l) of the Act;
NOW THEREFORE BE IT RESOLVED THAT
1. the amalgamation (the "Amalgamation") of the Corporation, Sisterco and
Parentco, pursuant to the provisions of subsection 177(l) of the Act, be and the
same is hereby approved;
2. upon the Amalgamation becoming effective, all the shares (whether
issued or unissued) of the Corporation shall be cancelled without any repayment
of capital in respect thereof;
3. except as may be prescribed, the articles of amalgamation of the
corporation (the "Amalgamated Corporation") continuing from the Amalgamation
shall be the same as the articles of Parentco;
4. upon the Amalgamation becoming effective, the by-laws of Parentco as in
effect immediately prior to the Amalgamation shall be the by-laws of the
Amalgamated Corporation;
5. no securities shall be issued and no assets shall be distributed by the
Amalgamated Corporation in connection with the Amalgamation; and
<PAGE> 15
6. any one director or officer of the Corporation is hereby authorized and
directed, for and in the name of and on behalf of the Corporation, to execute,
whether under the corporate seal of the Corporation or otherwise, and deliver
all such agreements, instruments, certificates and other documents and to do all
such other acts and things as in his opinion may be necessary or advisable in
connection with the Amalgamation, including the execution and delivery to the
Director appointed under the Act of articles of amalgamation in the prescribed
form in respect of the Amalgamation, the execution of any such document or the
doing of any such other act or thing being conclusive evidence of such
determination."
----------------------
The undersigned director and Chief Executive Officer of 1045434 ONTARIO
INC. (the "Corporation") hereby certifies that the foregoing is a true and
complete copy of a resolution duly passed by the board of directors of the
Corporation and that such resolution is in full force and effect, unamended, as
of the date hereof.
DATED the 15th of April, 1997.
/s/ George L. Ploder
-------------------------------
George L. Ploder
