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EXHIBIT 3.2
ARTICLES OF AMENDMENT TO
RESTATED AND AMENDED ARTICLES
OF INCORPORATION
OF
ROCK-TENN COMPANY
I.
The name of the corporation is Rock-Tenn Company (the "Corporation").
II.
The amendments to the Restated and Amended Articles of Incorporation of
the Corporation are as follows:
(a) Article II, paragraph (b)(4)(ii) of the Restated and
Amended Articles of Incorporation of the Corporation is hereby amended
to read in its entirety as follows:
"(ii) (A) any trust existing solely for the benefit
of such holder of Class B Common provided such holder was a
beneficial owner of Voting Stock immediately prior to the
Effective Time, (B) any trust existing solely for the benefit
of any person who would be a Permitted Transferee of such
holder under clause (i) with respect to the shares to be
Transferred and (C) to the extent any such trust referred to
in clause (ii)(A) or (ii)(B) is terminated or the property
thereof is otherwise Transferred for any reason, any settlor
or beneficiary of such trust referred to in clause (ii)(A) or
(ii)(B) (for purposes of this clause (ii), a trust shall be
deemed to exist solely for the benefit of such holder of Class
B Common in clause (ii)(A) and/or such person or persons in
clause (i) for such period of time as no other person has a
current right to receive the income from or the principal of
such trust, and, as of the time any other person (other than a
holder of Class B Common specified in clause (ii)(A) and/or a
person or persons specified in clause (i)) has such right,
each share of Class B Common held by such trust shall
automatically convert into one share of Class A Common in
accordance with paragraph (b)(6));"
(b) Article II, paragraph (b)(4)(iii) of the Restated and
Amended Articles of Incorporation of the Corporation is hereby amended
to read in its entirety as follows:
"(iii) upon the death of such holder of Class B
Common that was a beneficial owner of Voting Stock immediately
prior to the Effective Time, such holder's estate or any
executor, administrator, conservator or other legal
representative of such holder or upon any Transfer by such
estate, executor,
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administrator, conservator or other legal representative of
such holder, such holder's Permitted Transferees specified in
clause (i);"
(c) Article II, paragraph (b)(4)(iv) of the Restated and
Amended Articles of Incorporation of the Corporation is hereby amended
by deleting the word "and" at the end of such paragraph;
(d) Article II, paragraph (b)(4)(v) of the Restated and
Amended Articles of Incorporation of the Corporation is hereby amended
by deleting the period at the end of such paragraph and inserting";
and" in its place; and
(e) Article II, paragraph (b)(4) of the Restated and
Amended Articles of Incorporation of the Corporation is hereby amended
to include a new paragraph (vi), which shall read in its entirety as
follows:
"(vi) to the extent that such holder of Class B
Common was a beneficial owner of Voting Stock immediately
prior to the Effective Time and was organized as a trust as of
such time, any beneficiary of such trust that was a
beneficiary of such trust at the Effective Time."
III.
The amendments set forth above were adopted and approved by the Board
of Directors of the Corporation on October 27, 1994.
The amendments set forth above were duly approved by the shareholders
of the Corporation in accordance with Section 14-2-1003 of the Georgia Business
Corporation Code on January 26, 1995.
IN WITNESS WHEREOF, these Articles of Amendment to Restated and Amended
Articles of Incorporation have been signed as of this 26th day of January, 1995.
ROCK-TENN COMPANY
By:
----------------------------
Bradley Currey, Jr.
Chairman, President and
Chief Executive Officer
