EXHIBIT 77-Q 5/11/00 - 12:38 PM
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE ADAMS EXPRESS COMPANY
THE ADAMS EXPRESS COMPANY, a Maryland corporation having its
principal office in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland that:
FIRST: The Articles of Incorporation of the Corporation are hereby
amended by striking out the first paragraph of Article SIXTH
thereof, as heretofore amended, and inserting in lieu thereof the
following:
"SIXTH: The total number of shares of stock which the Corporation
shall have authority to issue is 160,000,000 shares with an
aggregate par value of $150,000,000, divided into two classes
consisting of (a) 150,000,000 shares of Common Stock of the par
value of $1 each and of the aggregate par value of $150,000,000 and
(b) 10,000,000 shares of Preferred Stock without par value."
SECOND: The Board of Directors of the Corporation at a meeting duly
convened and held on January 13, 2000, adopted a resolution in which
was set forth the foregoing amendment of the Articles of
Incorporation, declaring that said amendment was advisable and
directing that it be submitted for action thereon at the annual
meeting of the stockholders of the Corporation to be held on March
28, 2000.
THIRD: Notice setting forth the said amendment of the Articles of
Incorporation and stating that a purpose of the annual meeting of
stockholders would be to take action thereon was given, as required
by law, to all stockholders entitled to vote thereon.
FOURTH: The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth was approved by the
stockholders of the Corporation at said meeting by the affirmative
vote of a majority of all the votes entitled to be cast thereon.
FIFITH: The amendment of the Article of Incorporation as hereinabove
set forth has been duly advised by the Board of Directors and
approved by the stockholders of the Corporation.
SIXTH: (a) The total number of shares of all classes of stock of the
Corporation heretofore authorized by Article SIXTH of the Articles
of Incorporation of the Corporation is 85,000,000 shares, consisting
of 75,000,000 shares of Common Stock of the par value of $1 per
share, amounting in the aggregate to $75,000,000 par value and
10,000,000 shares of Preferred Stock without par value.
(b) The total number of shares of all classes of stock of the
Corporation, as increased by the foregoing amendment to said Article
SIXTH, is 160,000,000 shares amounting in the aggregate to
$150,000,000 par value, divided into 150,000,000 shares of Common
Stock of the par value of $1 per share, having an aggregate par
value of $150,000,000, and 10,000,000 shares of Preferred Stock
without par value.
(c) The amendment of the Articles of Incorporation of the
Corporation as hereinabove set forth did not change the description,
contained in the Articles of Incorporation, of any class of shares
of the Corporation, including the preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption thereof, if
any.
IN WITNESS WHEREOF, The Adams Express Company has caused these
presents to be signed in its name and on its behalf by its President
or one of its Vice Presidents and its corporate seal to be hereunto
affixed and attested by its Secretary, and the said officers of the
Corporation further acknowledged said instrument to be the corporate
act of the Corporation and stated under the penalties of perjury
that to the best of their knowledge, information and belief, the
matters and facts therein set forth with respect to the approval
thereof are true in all material respects on May 8, 2000.
ATTEST: THE ADAMS EXPRESS COMPANY
By /s/Lawrence L. Hooper, Jr. /s/Joseph M. Truta
Lawrence L. Hooper, Jr. Joseph M. Truta
Vice President, Secretary & General Counsel President
