EXHIBIT INDEX
Current Report on Form 8-K dated May 19, 1994
Exhibit Description
Exhibit
Number Item Description
3(i) 7 Amended Articles of
Incorporation
Amended Articles of Incorporation
As adopted by the shareholders at the Annual Meeting
on April 27, 1994 and filed in the office of the
Secretary of State of Ohio on April 29, 1994
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[LOGO HERE]
Certificate of
Amended Articles of Incorporation of
Eaton Corporation
W. E. Butler, Chairman and Chief Executive Officer, and E.
R. Franklin, Secretary, of Eaton Corporation, an Ohio
corporation, do hereby certify that an annual meeting of the
shareholders of said corporation was duly called and held on the
27th day of April, 1994, at which meeting a quorum of such
shareholders was present in person or by proxy, and that at such
meeting by the affirmative vote of the holders of shares
entitling them to exercise more than a majority of the voting
power of the corporation on such proposal, the following
resolutions were adopted:
RESOLVED: That the following Amended Articles of
Incorporation of Eaton Corporation be, and the same hereby are,
adopted to supersede the existing Amended Articles of
Incorporation of said corporation:
Amended Articles of Incorporation
of
Eaton Corporation
FIRST: The name of said corporation shall be
EATON CORPORATION
SECOND: The place in the State of Ohio where its principal
office is to be located is Cleveland, Cuyahoga County.
THIRD: Said corporation is formed for the following
purposes, to wit:
1. To produce, manufacture, service, buy or otherwise
acquire, deal and traffic in and sell or otherwise dispose of
goods, products, merchandise and real and personal property of
every class and description; and to acquire, own, hold, lease,
sell, mortgage or otherwise deal in and dispose of such real
estate and personal property as may be necessary or useful in
connection with said business or the carrying out of any of the
purposes of the corporation.
2. To acquire by purchase, subscription, or otherwise, and
to own, hold for investment or otherwise, and to use, sell,
assign, transfer, mortgage, pledge, exchange or otherwise dispose
of shares of stock, bonds, debentures, notes, scrip, securities,
evidences of indebtedness, contracts or obligations of any
government or governmental body, corporation, association, firm
or individual, and also to issue in exchange therefor stocks,
bonds or other securities or evidences of indebtedness of this
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corporation, and while the owner or holder of any such property
to receive, collect and dispose of the interest, dividends,
income and other rights accruing on or from such property and to
possess and exercise in respect thereof all of the rights, powers
and privileges of ownership, including all voting powers
connected therewith.
3. To aid in any manner any corporation, association, firm
or individual, any shares of stock in which or any bonds,
debentures, notes, securities, evidences of indebtedness,
contracts or obligations of which are held by or for this
corporation, directly or indirectly, or in which or in the
welfare of which this corporation shall have any interest, direct
or indirect, and to aid or participate in the reorganization,
consolidation or merger of any corporation, association or firm
in which, or in the welfare of which, this corporation shall have
any interest.
4. To carry on any lawful business and in connection
therewith to do any and everything necessary, suitable or proper,
and to have all the rights, powers and privileges now or
hereafter conferred by the laws of the State of Ohio upon
corporations organized under Sections 1701.01 et seq. of the Ohio
Revised Code or under any act amendatory thereof, supplementary
thereto or substituted therefor.
In furtherance and not in limitation of the general powers
conferred by the laws of the State of Ohio and in furtherance and
not in limitation of the purposes hereinbefore stated, it is
hereby expressly provided that this corporation shall also have
the following authority and powers, to wit:
(a) To do any and all things hereinabove or
hereinafter set forth to the same extent and as fully as natural
persons might or could do, either as principal, agent, contractor
or otherwise, and either alone or in conjunction with any other
individuals, firms, associations, corporations, syndicates or
bodies politic;
(b) To borrow or raise money, without limit, upon any
terms, for any purpose of this corporation or of any corporation,
association, firm, syndicate or individual having a business or
property which this corporation determines to finance, promote or
become interested in; to issue, sell and dispose of this
corporation's bonds, debentures, notes, certificates of
indebtedness and other obligations, secured or unsecured, and
however evidenced, upon any terms, and as security therefor to
mortgage, pledge or grant any charge or impose any lien upon all
or any part of the real or personal property, rights, interests
or franchises of this corporation, whether owned by it at the
time or thereafter acquired;
(c) To make, execute, endorse and accept promissory
notes, bills of exchange and other negotiable instruments and to
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redeem any debt or other obligation before the same shall fall
due on any terms and on any advance or premium;
(d) To guarantee the payment of dividends upon any
capital stock, and, by endorsement or otherwise, to guarantee the
payment of the principal or interest, or both, on any bonds,
debentures, notes, scrip or other obligations or evidences of
indebtedness, or the performance of any contracts, leases or
obligations of any other corporation or association or of any
firm, individual or syndicate in which or in whose welfare this
corporation may have any interest;
(e) To pay for any property, rights or interests
acquired by this corporation in cash or other property, rights or
interests held by this corporation, or by issuing and delivering
in exchange therefor its own stock, bonds, debentures, notes,
certificates of indebtedness or other obligations, or any of
them, however evidenced; to purchase or otherwise acquire, hold,
sell, pledge, transfer or otherwise dispose of and to reissue any
shares of its own capital stock (so far as may be permitted by
law) and its bonds, debentures, notes or other securities or
evidences of indebtedness;
(f) To do all and everything necessary and proper for
the accomplishment of the objects herein enumerated or necessary
or incidental to the protection and benefit of this corporation,
and in general to carry on such lawful businesses necessary or
incidental to the attainment of the purposes of this corporation,
whether such businesses are similar in nature to the objects and
powers hereinabove set forth or otherwise.
The foregoing provisions of this Article THIRD shall not be
construed as imposing any limitation upon the purpose of the
corporation to engage in any lawful act or activity for which
corporations may be formed under the laws of the State of Ohio,
and nothing herein shall be deemed to limit or exclude in any
manner any capacity, power, right or privilege given to this
corporation by law or the authority which it is or might be
permitted to exercise under the statutes of the State of Ohio.
FOURTH: The authorized number of shares of the corporation
is Three Hundred Fourteen Million One Hundred Six Thousand Three
Hundred Ninety-Four (314,106,394) classified and designated as
follows:
A. Serial Preferred Shares: Fourteen Million One
Hundred Six Thousand Three Hundred Ninety- Four (14,106,394)
shares are classified and designated as Serial Preferred Shares
without par value and are herein called the "Serial Preferred
Shares"; and
B. Common Shares: Three Hundred Million (300,000,000)
shares are classified and designated Common Shares with a par
value of Fifty Cents (50 cents) each and are herein called the "Common
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Shares". <PAGE>
The express terms of such classes of shares are as follows:
DIVISION A -- SERIAL PREFERRED SHARES
1. Issuance in Series: The Serial Preferred Shares may be
issued from time to time in series. All Serial Preferred Shares
shall be of equal rank and shall be identical, except in respect
of matters that may be fixed by the Board of Directors as herein
provided, and each share of a particular series shall be
identical with all the other shares of such series, except that
in the case of series on which dividends are cumulative the dates
from which dividends are cumulative may vary to reflect
differences in the dates of issue. Subject to the provisions of
Sections 2 to 8, both inclusive, of this Division A, which
provisions shall apply to all Serial Preferred Shares, the Board
of Directors is hereby authorized to cause Serial Preferred
Shares to be issued in one or more series, and with respect to
each such series and prior to the issuance thereof, to fix:
(a) The designation of the series, which may be by
distinguishing number, letter or title;
(b) The number of shares of the series, which number
the Board of Directors may (except where otherwise provided in
the creation of the series) increase or decrease (but not below
the number of shares thereof then outstanding), the shares
removed from any series to be available for reissuance in other
series;
(c) The dividend rate of the series;
(d) The dates at which dividends, if declared, shall
be payable, and in the case of series on which dividends are
cumulative the dates from which dividends shall be cumulative;
(e) The redemption rights and price or prices, if any,
for shares of the series;
(f) The terms, conditions and amount of any sinking
fund provided for the purchase or redemption of the shares of the
series;
(g) The amounts payable on shares of the series in the
event of any voluntary or involuntary liquidation, dissolution,
or winding up of the affairs of the corporation;
(h) Whether the shares of the series shall be
convertible into Common Shares or shares of any other series or
class, and, if so, the conversion price or prices and the
adjustments thereof, and all other terms and conditions upon
which such conversion may be made; and
(i) Restrictions (in addition to those set forth in
6(b) and 6(c) of this Division A) on the issuance of shares of
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the same series or of any other class or series.
The Board of Directors is authorized to adopt from time to
time and without further shareholder approval, amendments to the
Amended Articles of Incorporation of the corporation fixing, with
respect to each such series the matters described in clauses (a)
to (i), both inclusive, of this Section 1.
2. Dividend Rights: The holders of Serial Preferred Shares
of each series, in preference to the dividend rights of any class
of shares of the corporation, shall be entitled to receive out of
any funds legally available and when and as declared by the Board
of Directors dividends in cash at the rate for such series fixed
in accordance with the provisions of Section 1 of this Division
A, and no more, payable quarterly on the dates fixed for such
series. Such dividends shall be cumulative, in the case of
shares of each particular series, from and after the date or
dates fixed with respect to such series.
No dividend for any quarterly dividend period shall be paid
upon or declared and set apart for any of the Serial Preferred
Shares for any quarterly dividend period unless:
(a) as to each series of Serial Preferred Shares
entitled to cumulative dividends, dividends for all past dividend
periods shall have been paid or shall have been declared and a
sum sufficient for the payment thereof set apart; and
(b) as to all series of Serial Preferred Shares,
dividends for the current dividend period shall have been paid or
be or have been declared and a sum sufficient for the payment
thereof set apart ratably in accordance with the amounts which
would be payable as dividends on the shares of the respective
series for the current dividend period if all dividends for the
current dividend period were declared and paid in full.
No dividend in respect of past dividend periods shall be
paid upon or declared and set apart for payment on any of the
Serial Preferred Shares entitled to cumulative dividends unless
there shall be or have been declared and set apart for payment on
all outstanding shares of Serial Preferred Shares entitled to
cumulative dividends, dividends for past dividend periods ratably
in accordance with the amounts which would be payable on the
shares of the series entitled to cumulative dividends if all
dividends due for all past dividend periods were declared and
paid in full.
3. Dividends and Acquisitions of Shares: So long as any
Serial Preferred Shares are outstanding, no dividend, except a
dividend payable in Common Shares or in any other shares of the
corporation ranking junior to the Serial Preferred Shares, shall
be paid or declared or any distribution be made, except as
aforesaid, on the Common Shares or on any other shares of the
corporation, nor shall any Common Shares or any other shares of
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the corporation be purchased, retired or otherwise acquired by
the corporation or any sinking fund payment with respect to any
other shares of the corporation be made (except out of the
proceeds of the sale of Common Shares or any other shares of the
corporation ranking junior to the Serial Preferred Shares
received by the corporation subsequent to January 31, 1968):
(a) Unless in each case all dividends on the Serial
Preferred Shares for past quarterly dividend periods and the full
dividends for the current quarterly dividend period shall have
been declared and paid or a sum sufficient for payment thereof
set apart; and
(b) Unless in each case there shall be no default with
respect to the redemption of Serial Preferred Shares of any
series from, and no default with respect to any required payment
into, any sinking fund provided for shares of such series in
accordance with the provisions of Section 1 of this Division A.
4. Redemption: (a) Subject to the express terms of each
series and to the provisions of Section 6(b)(iii) of this
Division A, the corporation (i) may from time to time redeem all
or any part of the Serial Preferred Shares of any series at the
time outstanding at the option of the Board of Directors at the
applicable redemption price for such series fixed in accordance
with the provisions of Section 1 of this Division A, or (ii)
shall from time to time make such redemptions of the Serial
Preferred Shares as may be required to fulfill the requirements
of any sinking fund provided for shares of such series at the
applicable sinking fund redemption price fixed in accordance with
the provisions of Section 1 of this Division A, together in each
case with accrued and unpaid dividends to the redemption date.
(b) Notice of every such redemption shall be mailed, by
first-class mail, postage prepaid, to the holders of record of
the Serial Preferred Shares to be redeemed, at their respective
addresses then appearing on the books of the corporation, not
less than 30 nor more than 60 days prior to the date fixed for
such redemption. At any time before or after notice has been
given as above provided, the corporation may deposit the
aggregate redemption price of the Serial Preferred Shares to be
redeemed, together with accrued and unpaid dividends thereon to
the redemption date, with any bank or trust company in Cleveland,
Ohio, or New York, New York, having capital and surplus of more
than $5,000,000, named in such notice, directed to be paid to the
respective holders of the Serial Preferred Shares so to be
redeemed, in amounts equal to the redemption price of all Serial
Preferred Shares so to be redeemed, together with accrued and
unpaid dividends thereon to the redemption date, on surrender of
the stock certificate or certificates held by such holders, and
upon the giving of such notice and the making of such deposit
such holders shall cease to be shareholders with respect to such
shares, and after such notice shall have been given and such
deposit shall have been made such holders shall have no interest
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in or claim against the corporation with respect to such shares
except only to receive such money from such bank or trust
company, without interest, or the right to exercise, before the
redemption date, any unexpired rights of conversion. In case
less than all of the outstanding shares of Serial Preferred
Shares are to be redeemed, the corporation shall select by lot
the shares so to be redeemed in such manner as shall be
prescribed by the Board of Directors.
If the holders of Serial Preferred Shares which shall have
been called for redemption shall not, within six years after such
deposit, have claimed the amount deposited for the redemption
thereof, any such bank or trust company shall, upon demand, pay
over to the corporation such unclaimed amounts and thereupon such
bank or trust company and the corporation shall be relieved of
all responsibility in respect thereof and to such holders.
(c) Any Serial Preferred Shares which are redeemed by the
corporation pursuant to the provisions of this Section 4 of this
Division A and any Serial Preferred Shares which are purchased
and delivered in satisfaction of any sinking fund requirements
provided for shares of such series and any Serial Preferred
Shares which are converted in accordance with their express terms
shall be cancelled and not reissued. Any Serial Preferred Shares
otherwise acquired by the corporation shall be restored to the
status of authorized and unissued Serial Preferred Shares without
serial designation.
5. Rights Upon Liquidation: (a) The holders of Serial
Preferred Shares of any series shall in case of liquidation,
dissolution or winding up of the corporation, or any reduction of
its capital, be entitled to receive in full out of the assets of
the corporation, including its capital, before any amount shall
be paid or distributed among the holders of Common Shares or any
other shares of the corporation, the amounts fixed with respect
to shares of such series in accordance with Section 1 of this
Division A, plus in any such event an amount equal to all
dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or
winding up of the corporation. In case the net assets of the
corporation legally available therefor are insufficient to permit
the payment upon all outstanding Serial Preferred Shares of the
full preferential amount to which they are respectively entitled,
then such net assets shall be distributed ratably upon
outstanding shares of Serial Preferred Shares in proportion to
the full preferential amount to which each such share is
entitled.
After payment to holders of Serial Preferred Shares of the
full preferential amounts as aforesaid, holders of Serial
Preferred Shares as such shall have no right or claim to any of
the remaining assets of the corporation.
In this Division "dividends accrued and unpaid" on any share
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means an amount computed by dividing the annual dividend payable
on the share (whether earned, declared, paid or not) by 365 and
multiplying the result by the number of days from the date on
which dividends on the share first became cumulative through the
date of payment of the amount due or the redemption date, as the
case may be, and subtracting from the product the sum of
dividends paid (without interest) on the share and of dividends
declared on the share for whose payment a sufficient sum has been
set aside.
(b) The merger or consolidation of the corporation into or
with any other corporation, or the merger of any other
corporation into it, or the sale, lease, or conveyance of all or
any part of the property or business of the corporation, shall
not be deemed to be a dissolution, liquidation or winding up of
the corporation for the purposes of this Section 5 of this
Division A. No purchase, redemption or retirement of any shares
of the corporation in any manner authorized or permitted by these
Amended Articles of Incorporation shall be considered a reduction
of capital within the meaning of this Section 5 of this Division
A.
6. Voting Rights: (a) The holders of Serial Preferred
Shares shall be entitled to one vote for each such share upon all
matters presented to shareholders; and, except as otherwise
provided herein or required by law, the holders of Serial
Preferred Shares and the holders of Common Shares shall vote
together as one class on all matters.
If, and so often as, the corporation shall be in default in
the payment of the equivalent of six quarterly dividends (whether
or not consecutive) on any series of Serial Preferred Shares at
the time outstanding, whether or not earned or declared, the
holders of Serial Preferred Shares of all series voting
separately as a class and in addition to all other rights to vote
for directors shall be entitled to elect, as herein provided, two
members of the Board of Directors of the corporation; provided,
however, that the holders of Serial Preferred Shares shall not
have or exercise such special class voting rights except at
meetings of the shareholders for the election of directors at
which the holders of not less than a majority of the outstanding
Serial Preferred Shares of all series are present in person or by
proxy; and provided further that the special class voting rights
provided for herein when the same shall have become vested shall
remain so vested until all dividends on the Serial Preferred
Shares of all series then outstanding for past quarterly dividend
periods and for the current quarterly dividend period shall have
been paid or declared and a sum sufficient for the payment
thereof set apart, whereupon the holders of Serial Preferred
Shares shall be divested of their special class voting rights in
respect of subsequent elections of directors, subject to the
revesting of such special class voting rights in the event
hereinabove specified in this Section 6(a).
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At any time after such voting power shall have been so
vested in the holders of the Serial Preferred Shares, the
Secretary of the corporation may, and, upon the written request
of the holders of record of 10% or more of the Serial Preferred
Shares then outstanding, addressed to him at the principal office
of the corporation in the State of Ohio, shall, call a special
meeting of the holders of the Serial Preferred Shares for the
election of the directors to be elected by them as herein
provided to be held within 30 days after such call and at the
place and upon the notice provided by law and in the Code of
Regulations for the holding of meetings of shareholders;
provided, however, that the Secretary shall not be required to
call such special meeting in the case of any such request
received less than 90 days before the date fixed for any annual
meeting of shareholders.
If any such special meeting required to be called as
provided shall not be called by the Secretary within the 30 days
after the receipt of any such request, then the holders of record
of 10% or more of the Serial Preferred Shares then outstanding
may designate in writing one of their number to call such
meeting, and the person so designated may call such meeting to be
held at the place and upon the notice above provided and for that
purpose shall have access to the stock ledger of the corporation.
No such special meeting and no adjournment thereof shall be held
on a date later than 30 days before the annual meeting of the
shareholders or special meeting held in place thereof next
succeeding the time when the holders of the Serial Preferred
Shares become entitled to elect directors as above provided. If
any such special meeting shall be called as above provided, then,
by vote of the holders of at least a majority of those Serial
Preferred Shares which are present or represented by proxy at
such meeting, the then authorized number of directors of the
corporation shall be increased by two and at such meeting, the
holders of the Serial Preferred Shares shall be entitled to elect
the additional directors so provided for, but any directors so
elected shall not hold office beyond the annual meeting of the
shareholders or special meeting held in place thereof next
succeeding the time when the holders of the Serial Preferred
Shares become entitled to elect directors as above provided.
Whenever the holders of the Serial Preferred Shares shall be
divested of the voting power as above provided, the terms of
office of all persons elected as directors by the holders of the
Serial Preferred Shares as a class shall forthwith terminate and
the number of directors shall be reduced accordingly.
The two directors who may be elected by the holders of
Serial Preferred Shares pursuant to the foregoing provisions
shall be in addition to any other directors then in office or
proposed to be elected otherwise than pursuant to such
provisions, and nothing in such provisions shall prevent any
change otherwise permitted in the total number of directors of
the corporation or require the resignation of any director
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elected otherwise than pursuant to such provisions.
(b) The vote or consent of the holders of at least
two-thirds of the then outstanding shares of Serial Preferred
Shares, given in person or by proxy, either in writing or at a
meeting called for the purpose at which the holders of Serial
Preferred Shares shall vote separately as a class, shall be
necessary to effect any one or more of the following (but so far
as the holders of Serial Preferred Shares are concerned, such
action may be effected with such vote or consent):
(i) Any amendment, alteration or repeal of any of the
provisions of the Amended Articles of Incorporation or of the
Code of Regulations of the corporation which affects adversely
the voting powers, rights or preferences of the holders of Serial
Preferred Shares; provided, however, that for the purpose of this
clause (i) only, neither the amendment of the Amended Articles of
Incorporation of the corporation to authorize, or to increase the
authorized or outstanding number of shares of Serial Preferred
Shares or of any shares of any class ranking on a parity with or
junior to the Serial Preferred Shares, nor the increase by the
shareholders pursuant to the Code of Regulations of the number of
directors of the corporation shall be deemed to affect adversely
the voting powers, rights or preferences of the holders of Serial
Preferred Shares; and provided, further, that if such amendment,
alteration or repeal affects adversely the rights or preferences
of one or more but not all of the then outstanding series of
Serial Preferred Shares, only the vote or consent of the holders
of at least two-thirds of the number of the then outstanding
shares of the series so affected shall be required;
(ii) The authorization of, or the increase in the
authorized number of, any shares of any class ranking prior to
the Serial Preferred Shares; or
(iii) The purchase or redemption (whether for sinking
fund purposes or otherwise) of less than all the then outstanding
Serial Preferred Shares except in accordance with a purchase
offer made to all holders of record of Serial Preferred Shares,
unless all dividends on all Serial Preferred Shares then
outstanding for all previous quarterly dividend periods shall
have been declared and paid or funds therefor set apart and all
accrued sinking fund obligations applicable to all Serial
Preferred Shares shall have been complied with.
(c) The vote or consent of the holders of at least a
majority of the then outstanding Serial Preferred Shares, given
in person or by proxy, either in writing or at a meeting called
for the purpose at which the holders of Serial Preferred Shares
shall vote separately as a class, shall be necessary (but so far
as the holders of Serial Preferred Shares are concerned such
action may be effected with such vote or consent) to authorize
any shares ranking on a parity with the Serial Preferred Shares
or an increase in the authorized number of shares of Serial
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Preferred Shares.
7. No holder of Serial Preferred Shares of any series shall
be entitled as such as a matter of right to subscribe for or
purchase any part of any issue of shares of the corporation, of
any class whatsoever, or any part of any issue of securities
convertible into shares of the corporation, of any class
whatsoever, and whether issued for cash, property, services, or
otherwise.
8. For the purposes of this Division A:
(a) Whenever reference is made to shares "ranking
prior to the Serial Preferred Shares", such reference shall mean
and include all shares of the corporation in respect of which the
rights of the holders thereof as to the payment of dividends or
as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the corporation are
given preference over the rights of the holders of Serial
Preferred Shares.
(b) Whenever reference is made to shares "on a parity
with the Serial Preferred Shares", such reference shall mean and
include all shares of the corporation in respect of which the
rights of the holders thereof as to the payment of dividends or
as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the corporation rank on
an equality with the rights of the holders of Serial Preferred
Shares.
(c) Whenever reference is made to shares "ranking
junior to the Serial Preferred Shares", such reference shall mean
and include all shares of the corporation in respect of which the
rights of the holders thereof as to the payment of dividends and
as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the corporation are
junior or subordinate to the rights of the holders of Serial
Preferred Shares.
DIVISION B -- COMMON SHARES
1. Dividend Rights: After full dividends on all the
outstanding Serial Preferred Shares for all past dividend periods
and also the full dividend on such shares for the current
dividend period shall have been paid or declared and set apart
for payment in accordance with paragraph 2 of Division A above,
then out of any funds lawfully available for dividends under the
laws of the State of Ohio, dividends may be paid upon the Common
Shares and upon any other shares, to the exclusion of the Serial
Preferred Shares, if, when and as declared by the Board of
Directors in its discretion.
2. Distribution of Assets: In the event of any liquidation,
dissolution or winding up of the corporation, or any reduction of
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its capital, resulting in any distribution of its assets to its
shareholders, after there shall have been paid or set apart for
the holders of the Serial Preferred Shares the full preferential
amounts to which they are entitled under the provisions of
paragraph 6 of Division A above, the holders of the Common Shares
shall be entitled to receive as a class, pro rata, to the
exclusion of the Serial Preferred Shares, the assets of the
corporation remaining for distribution to its shareholders.
3. Voting Power: The holders of the Common Shares shall,
subject to the provisions of the Code of Regulations of the
corporation and of the statutes of the State of Ohio relating to
the fixing of a record date, be entitled to one vote for each
Common Share held by them respectively, for the election of
directors (excepting directors to be elected by holders of the
Serial Preferred Shares voting as a class) and for all other
purposes.
FIFTH: The corporation, by its Board of Directors, shall
have full power and authority, without any consent or vote of the
shareholders or any class thereof, from time to time to purchase
shares of any class issued by the corporation to the extent
permitted by law except as may be otherwise provided in these
Amended Articles.
SIXTH: Notwithstanding any provision of law requiring for
any action the vote of a designated proportion of the voting
power of the corporation, such action may be taken by the vote of
the holders of shares entitling them to exercise a majority of
the voting power of this corporation; and notwithstanding any
provision of law requiring (or permitting as an alternative to a
vote) for any action the written consent of the holders of any
designated proportion of the outstanding shares of a corporation,
such action may be taken by the written consent of the holders of
a majority of the outstanding shares of this corporation--except
in each case as may be otherwise provided in these Amended
Articles or by the Amended Regulations of the corporation.
The affirmative vote or written consent of the holders of
shares entitling them to exercise two-thirds of the voting power
of this corporation, given in person or by proxy at a meeting
called for the purpose, shall be necessary:
1. to approve
(a) the sale, exchange, lease, transfer or other
disposition by the corporation of all, or substantially all, of
its assets or business, or
(b) the consolidation of the corporation, or its
merger, into another corporation, or
(c) the merger into the corporation of another
corporation or corporations if the merger involves the issuance
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or transfer by the corporation to the shareholders of the other
constituent corporation or corporations of such number of shares
of the corporation as entitle the holders thereof to exercise at
least one-sixth of the voting power of the corporation in the
election of directors immediately after the consummation of the
merger, or
(d) a combination or majority share acquisition in
which the corporation is the acquiring corporation and its
voting shares are issued or transferred to another corporation if
the combination or majority share acquisition involves the
issuance or transfer by the corporation to the shareholders of
the other corporation or corporations of such number of shares of
the corporation as entitle the holders thereof to exercise at
least one-sixth of the voting power of the corporation in the
election of directors immediately after the consummation of the
combination or majority share acquisition; or
2. to approve any agreement, contract or other arrangement
providing for any of the transactions described in subparagraph 1
above; or
3. to effect any amendment of the Amended Articles of
Incorporation of the corporation which changes the provisions of
these subparagraphs 1, 2 or 3 or the aforesaid affirmative vote
or consent requirements.
For purposes of these Amended Articles of Incorporation, the
terms "combination", "majority share acquisition" and "acquiring
corporation" shall have the meaning given them by Section 1701.01
of the Ohio General Corporation Law or any similar provision
hereinafter enacted.
SEVENTH: No holder of Common Shares of the corporation
shall be entitled, as such, as a matter of right to subscribe for
or purchase any part of any issue of shares of the corporation of
any class whatsoever, or any part of any issue of securities
convertible into shares of the corporation of any class
whatsoever and whether issued for cash, property, services or
otherwise.
EIGHTH: These Amended Articles of Incorporation shall
supersede the heretofore existing Amended Articles of
Incorporation of the corporation.
RESOLVED FURTHER: That the Chairman and Chief
Executive Officer, the President, the Vice Chairman or any Vice
President, and the Secretary or an Assistant Secretary, of this
corporation, be and hereby are authorized and directed to execute
and to file in the office of the Secretary of State of Ohio a
certificate containing a copy of these resolutions and a
statement of the manner of their adoption and to execute, deliver
and file any other certificate or instrument which they may deem
necessary or appropriate to render effective or otherwise fully
<PAGE>
to carry out the intent and purpose of these resolutions.
IN WITNESS WHEREOF, said W. E. Butler, Chairman and
Chief Executive Officer, and E. R. Franklin, Secretary, of Eaton
Corporation, acting for and on behalf of said corporation, have
hereunto subscribed their names and caused the seal of said
corporation to be hereunto affixed this 27th day of April, 1994.
By: W. E. Butler
Chairman and Chief
Executive Officer
By: E. R. Franklin
Secretary
<PAGE>
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114-2584
<PAGE>
EXHIBIT INDEX
Current Report on Form 8-K dated May 19, 1994
Exhibit Description
Exhibit
Number Item Description
3(i) 7 Amended Articles of
Incorporation
Amended Articles of Incorporation
As adopted by the shareholders at the Annual Meeting
on April 27, 1994 and filed in the office of the
Secretary of State of Ohio on April 29, 1994
<PAGE>
[LOGO HERE]
Certificate of
Amended Articles of Incorporation of
Eaton Corporation
W. E. Butler, Chairman and Chief Executive Officer, and E.
R. Franklin, Secretary, of Eaton Corporation, an Ohio
corporation, do hereby certify that an annual meeting of the
shareholders of said corporation was duly called and held on the
27th day of April, 1994, at which meeting a quorum of such
shareholders was present in person or by proxy, and that at such
meeting by the affirmative vote of the holders of shares
entitling them to exercise more than a majority of the voting
power of the corporation on such proposal, the following
resolutions were adopted:
RESOLVED: That the following Amended Articles of
Incorporation of Eaton Corporation be, and the same hereby are,
adopted to supersede the existing Amended Articles of
Incorporation of said corporation:
Amended Articles of Incorporation
of
Eaton Corporation
FIRST: The name of said corporation shall be
EATON CORPORATION
SECOND: The place in the State of Ohio where its principal
office is to be located is Cleveland, Cuyahoga County.
THIRD: Said corporation is formed for the following
purposes, to wit:
1. To produce, manufacture, service, buy or otherwise
acquire, deal and traffic in and sell or otherwise dispose of
goods, products, merchandise and real and personal property of
every class and description; and to acquire, own, hold, lease,
sell, mortgage or otherwise deal in and dispose of such real
estate and personal property as may be necessary or useful in
connection with said business or the carrying out of any of the
purposes of the corporation.
2. To acquire by purchase, subscription, or otherwise, and
to own, hold for investment or otherwise, and to use, sell,
assign, transfer, mortgage, pledge, exchange or otherwise dispose
of shares of stock, bonds, debentures, notes, scrip, securities,
evidences of indebtedness, contracts or obligations of any
government or governmental body, corporation, association, firm
or individual, and also to issue in exchange therefor stocks,
bonds or other securities or evidences of indebtedness of this
corporation, and while the owner or holder of any such property
to receive, collect and dispose of the interest, dividends,
income and other rights accruing on or from such property and to
possess and exercise in respect thereof all of the rights, powers
and privileges of ownership, including all voting powers
connected therewith.
3. To aid in any manner any corporation, association, firm
or individual, any shares of stock in which or any bonds,
debentures, notes, securities, evidences of indebtedness,
contracts or obligations of which are held by or for this
corporation, directly or indirectly, or in which or in the
welfare of which this corporation shall have any interest, direct
or indirect, and to aid or participate in the reorganization,
consolidation or merger of any corporation, association or firm
in which, or in the welfare of which, this corporation shall have
any interest.
4. To carry on any lawful business and in connection
therewith to do any and everything necessary, suitable or proper,
and to have all the rights, powers and privileges now or
hereafter conferred by the laws of the State of Ohio upon
corporations organized under Sections 1701.01 et seq. of the Ohio
Revised Code or under any act amendatory thereof, supplementary
thereto or substituted therefor.
In furtherance and not in limitation of the general powers
conferred by the laws of the State of Ohio and in furtherance and
not in limitation of the purposes hereinbefore stated, it is
hereby expressly provided that this corporation shall also have
the following authority and powers, to wit:
(a) To do any and all things hereinabove or
hereinafter set forth to the same extent and as fully as natural
persons might or could do, either as principal, agent, contractor
or otherwise, and either alone or in conjunction with any other
individuals, firms, associations, corporations, syndicates or
bodies politic;
(b) To borrow or raise money, without limit, upon any
terms, for any purpose of this corporation or of any corporation,
association, firm, syndicate or individual having a business or
property which this corporation determines to finance, promote or
become interested in; to issue, sell and dispose of this
corporation's bonds, debentures, notes, certificates of
indebtedness and other obligations, secured or unsecured, and
however evidenced, upon any terms, and as security therefor to
mortgage, pledge or grant any charge or impose any lien upon all
or any part of the real or personal property, rights, interests
or franchises of this corporation, whether owned by it at the
time or thereafter acquired;
(c) To make, execute, endorse and accept promissory
notes, bills of exchange and other negotiable instruments and to
redeem any debt or other obligation before the same shall fall
due on any terms and on any advance or premium;
(d) To guarantee the payment of dividends upon any
capital stock, and, by endorsement or otherwise, to guarantee the
payment of the principal or interest, or both, on any bonds,
debentures, notes, scrip or other obligations or evidences of
indebtedness, or the performance of any contracts, leases or
obligations of any other corporation or association or of any
firm, individual or syndicate in which or in whose welfare this
corporation may have any interest;
(e) To pay for any property, rights or interests
acquired by this corporation in cash or other property, rights or
interests held by this corporation, or by issuing and delivering
in exchange therefor its own stock, bonds, debentures, notes,
certificates of indebtedness or other obligations, or any of
them, however evidenced; to purchase or otherwise acquire, hold,
sell, pledge, transfer or otherwise dispose of and to reissue any
shares of its own capital stock (so far as may be permitted by
law) and its bonds, debentures, notes or other securities or
evidences of indebtedness;
(f) To do all and everything necessary and proper for
the accomplishment of the objects herein enumerated or necessary
or incidental to the protection and benefit of this corporation,
and in general to carry on such lawful businesses necessary or
incidental to the attainment of the purposes of this corporation,
whether such businesses are similar in nature to the objects and
powers hereinabove set forth or otherwise.
The foregoing provisions of this Article THIRD shall not be
construed as imposing any limitation upon the purpose of the
corporation to engage in any lawful act or activity for which
corporations may be formed under the laws of the State of Ohio,
and nothing herein shall be deemed to limit or exclude in any
manner any capacity, power, right or privilege given to this
corporation by law or the authority which it is or might be
permitted to exercise under the statutes of the State of Ohio.
FOURTH: The authorized number of shares of the corporation
is Three Hundred Fourteen Million One Hundred Six Thousand Three
Hundred Ninety-Four (314,106,394) classified and designated as
follows:
A. Serial Preferred Shares: Fourteen Million One
Hundred Six Thousand Three Hundred Ninety- Four (14,106,394)
shares are classified and designated as Serial Preferred Shares
without par value and are herein called the "Serial Preferred
Shares"; and
B. Common Shares: Three Hundred Million (300,000,000)
shares are classified and designated Common Shares with a par
value of Fifty Cents (50 cents) each and are herein called the "Common
Shares".
<PAGE>
The express terms of such classes of shares are as follows:
DIVISION A -- SERIAL PREFERRED SHARES
1. Issuance in Series: The Serial Preferred Shares may be
issued from time to time in series. All Serial Preferred Shares
shall be of equal rank and shall be identical, except in respect
of matters that may be fixed by the Board of Directors as herein
provided, and each share of a particular series shall be
identical with all the other shares of such series, except that
in the case of series on which dividends are cumulative the dates
from which dividends are cumulative may vary to reflect
differences in the dates of issue. Subject to the provisions of
Sections 2 to 8, both inclusive, of this Division A, which
provisions shall apply to all Serial Preferred Shares, the Board
of Directors is hereby authorized to cause Serial Preferred
Shares to be issued in one or more series, and with respect to
each such series and prior to the issuance thereof, to fix:
(a) The designation of the series, which may be by
distinguishing number, letter or title;
(b) The number of shares of the series, which number
the Board of Directors may (except where otherwise provided in
the creation of the series) increase or decrease (but not below
the number of shares thereof then outstanding), the shares
removed from any series to be available for reissuance in other
series;
(c) The dividend rate of the series;
(d) The dates at which dividends, if declared, shall
be payable, and in the case of series on which dividends are
cumulative the dates from which dividends shall be cumulative;
(e) The redemption rights and price or prices, if any,
for shares of the series;
(f) The terms, conditions and amount of any sinking
fund provided for the purchase or redemption of the shares of the
series;
(g) The amounts payable on shares of the series in the
event of any voluntary or involuntary liquidation, dissolution,
or winding up of the affairs of the corporation;
(h) Whether the shares of the series shall be
convertible into Common Shares or shares of any other series or
class, and, if so, the conversion price or prices and the
adjustments thereof, and all other terms and conditions upon
which such conversion may be made; and
(i) Restrictions (in addition to those set forth in
6(b) and 6(c) of this Division A) on the issuance of shares of
the same series or of any other class or series.
The Board of Directors is authorized to adopt from time to
time and without further shareholder approval, amendments to the
Amended Articles of Incorporation of the corporation fixing, with
respect to each such series the matters described in clauses (a)
to (i), both inclusive, of this Section 1.
2. Dividend Rights: The holders of Serial Preferred Shares
of each series, in preference to the dividend rights of any class
of shares of the corporation, shall be entitled to receive out of
any funds legally available and when and as declared by the Board
of Directors dividends in cash at the rate for such series fixed
in accordance with the provisions of Section 1 of this Division
A, and no more, payable quarterly on the dates fixed for such
series. Such dividends shall be cumulative, in the case of
shares of each particular series, from and after the date or
dates fixed with respect to such series.
No dividend for any quarterly dividend period shall be paid
upon or declared and set apart for any of the Serial Preferred
Shares for any quarterly dividend period unless:
(a) as to each series of Serial Preferred Shares
entitled to cumulative dividends, dividends for all past dividend
periods shall have been paid or shall have been declared and a
sum sufficient for the payment thereof set apart; and
(b) as to all series of Serial Preferred Shares,
dividends for the current dividend period shall have been paid or
be or have been declared and a sum sufficient for the payment
thereof set apart ratably in accordance with the amounts which
would be payable as dividends on the shares of the respective
series for the current dividend period if all dividends for the
current dividend period were declared and paid in full.
No dividend in respect of past dividend periods shall be
paid upon or declared and set apart for payment on any of the
Serial Preferred Shares entitled to cumulative dividends unless
there shall be or have been declared and set apart for payment on
all outstanding shares of Serial Preferred Shares entitled to
cumulative dividends, dividends for past dividend periods ratably
in accordance with the amounts which would be payable on the
shares of the series entitled to cumulative dividends if all
dividends due for all past dividend periods were declared and
paid in full.
3. Dividends and Acquisitions of Shares: So long as any
Serial Preferred Shares are outstanding, no dividend, except a
dividend payable in Common Shares or in any other shares of the
corporation ranking junior to the Serial Preferred Shares, shall
be paid or declared or any distribution be made, except as
aforesaid, on the Common Shares or on any other shares of the
corporation, nor shall any Common Shares or any other shares of
the corporation be purchased, retired or otherwise acquired by
the corporation or any sinking fund payment with respect to any
other shares of the corporation be made (except out of the
proceeds of the sale of Common Shares or any other shares of the
corporation ranking junior to the Serial Preferred Shares
received by the corporation subsequent to January 31, 1968):
(a) Unless in each case all dividends on the Serial
Preferred Shares for past quarterly dividend periods and the full
dividends for the current quarterly dividend period shall have
been declared and paid or a sum sufficient for payment thereof
set apart; and
(b) Unless in each case there shall be no default with
respect to the redemption of Serial Preferred Shares of any
series from, and no default with respect to any required payment
into, any sinking fund provided for shares of such series in
accordance with the provisions of Section 1 of this Division A.
4. Redemption: (a) Subject to the express terms of each
series and to the provisions of Section 6(b)(iii) of this
Division A, the corporation (i) may from time to time redeem all
or any part of the Serial Preferred Shares of any series at the
time outstanding at the option of the Board of Directors at the
applicable redemption price for such series fixed in accordance
with the provisions of Section 1 of this Division A, or (ii)
shall from time to time make such redemptions of the Serial
Preferred Shares as may be required to fulfill the requirements
of any sinking fund provided for shares of such series at the
applicable sinking fund redemption price fixed in accordance with
the provisions of Section 1 of this Division A, together in each
case with accrued and unpaid dividends to the redemption date.
(b) Notice of every such redemption shall be mailed, by
first-class mail, postage prepaid, to the holders of record of
the Serial Preferred Shares to be redeemed, at their respective
addresses then appearing on the books of the corporation, not
less than 30 nor more than 60 days prior to the date fixed for
such redemption. At any time before or after notice has been
given as above provided, the corporation may deposit the
aggregate redemption price of the Serial Preferred Shares to be
redeemed, together with accrued and unpaid dividends thereon to
the redemption date, with any bank or trust company in Cleveland,
Ohio, or New York, New York, having capital and surplus of more
than $5,000,000, named in such notice, directed to be paid to the
respective holders of the Serial Preferred Shares so to be
redeemed, in amounts equal to the redemption price of all Serial
Preferred Shares so to be redeemed, together with accrued and
unpaid dividends thereon to the redemption date, on surrender of
the stock certificate or certificates held by such holders, and
upon the giving of such notice and the making of such deposit
such holders shall cease to be shareholders with respect to such
shares, and after such notice shall have been given and such
deposit shall have been made such holders shall have no interest
in or claim against the corporation with respect to such shares
except only to receive such money from such bank or trust
company, without interest, or the right to exercise, before the
redemption date, any unexpired rights of conversion. In case
less than all of the outstanding shares of Serial Preferred
Shares are to be redeemed, the corporation shall select by lot
the shares so to be redeemed in such manner as shall be
prescribed by the Board of Directors.
If the holders of Serial Preferred Shares which shall have
been called for redemption shall not, within six years after such
deposit, have claimed the amount deposited for the redemption
thereof, any such bank or trust company shall, upon demand, pay
over to the corporation such unclaimed amounts and thereupon such
bank or trust company and the corporation shall be relieved of
all responsibility in respect thereof and to such holders.
(c) Any Serial Preferred Shares which are redeemed by the
corporation pursuant to the provisions of this Section 4 of this
Division A and any Serial Preferred Shares which are purchased
and delivered in satisfaction of any sinking fund requirements
provided for shares of such series and any Serial Preferred
Shares which are converted in accordance with their express terms
shall be cancelled and not reissued. Any Serial Preferred Shares
otherwise acquired by the corporation shall be restored to the
status of authorized and unissued Serial Preferred Shares without
serial designation.
5. Rights Upon Liquidation: (a) The holders of Serial
Preferred Shares of any series shall in case of liquidation,
dissolution or winding up of the corporation, or any reduction of
its capital, be entitled to receive in full out of the assets of
the corporation, including its capital, before any amount shall
be paid or distributed among the holders of Common Shares or any
other shares of the corporation, the amounts fixed with respect
to shares of such series in accordance with Section 1 of this
Division A, plus in any such event an amount equal to all
dividends accrued and unpaid thereon to the date of payment of
the amount due pursuant to such liquidation, dissolution or
winding up of the corporation. In case the net assets of the
corporation legally available therefor are insufficient to permit
the payment upon all outstanding Serial Preferred Shares of the
full preferential amount to which they are respectively entitled,
then such net assets shall be distributed ratably upon
outstanding shares of Serial Preferred Shares in proportion to
the full preferential amount to which each such share is
entitled.
After payment to holders of Serial Preferred Shares of the
full preferential amounts as aforesaid, holders of Serial
Preferred Shares as such shall have no right or claim to any of
the remaining assets of the corporation.
In this Division "dividends accrued and unpaid" on any share
means an amount computed by dividing the annual dividend payable
on the share (whether earned, declared, paid or not) by 365 and
multiplying the result by the number of days from the date on
which dividends on the share first became cumulative through the
date of payment of the amount due or the redemption date, as the
case may be, and subtracting from the product the sum of
dividends paid (without interest) on the share and of dividends
declared on the share for whose payment a sufficient sum has been
set aside.
(b) The merger or consolidation of the corporation into or
with any other corporation, or the merger of any other
corporation into it, or the sale, lease, or conveyance of all or
any part of the property or business of the corporation, shall
not be deemed to be a dissolution, liquidation or winding up of
the corporation for the purposes of this Section 5 of this
Division A. No purchase, redemption or retirement of any shares
of the corporation in any manner authorized or permitted by these
Amended Articles of Incorporation shall be considered a reduction
of capital within the meaning of this Section 5 of this Division
A.
6. Voting Rights: (a) The holders of Serial Preferred
Shares shall be entitled to one vote for each such share upon all
matters presented to shareholders; and, except as otherwise
provided herein or required by law, the holders of Serial
Preferred Shares and the holders of Common Shares shall vote
together as one class on all matters.
If, and so often as, the corporation shall be in default in
the payment of the equivalent of six quarterly dividends (whether
or not consecutive) on any series of Serial Preferred Shares at
the time outstanding, whether or not earned or declared, the
holders of Serial Preferred Shares of all series voting
separately as a class and in addition to all other rights to vote
for directors shall be entitled to elect, as herein provided, two
members of the Board of Directors of the corporation; provided,
however, that the holders of Serial Preferred Shares shall not
have or exercise such special class voting rights except at
meetings of the shareholders for the election of directors at
which the holders of not less than a majority of the outstanding
Serial Preferred Shares of all series are present in person or by
proxy; and provided further that the special class voting rights
provided for herein when the same shall have become vested shall
remain so vested until all dividends on the Serial Preferred
Shares of all series then outstanding for past quarterly dividend
periods and for the current quarterly dividend period shall have
been paid or declared and a sum sufficient for the payment
thereof set apart, whereupon the holders of Serial Preferred
Shares shall be divested of their special class voting rights in
respect of subsequent elections of directors, subject to the
revesting of such special class voting rights in the event
hereinabove specified in this Section 6(a).
At any time after such voting power shall have been so
vested in the holders of the Serial Preferred Shares, the
Secretary of the corporation may, and, upon the written request
of the holders of record of 10% or more of the Serial Preferred
Shares then outstanding, addressed to him at the principal office
of the corporation in the State of Ohio, shall, call a special
meeting of the holders of the Serial Preferred Shares for the
election of the directors to be elected by them as herein
provided to be held within 30 days after such call and at the
place and upon the notice provided by law and in the Code of
Regulations for the holding of meetings of shareholders;
provided, however, that the Secretary shall not be required to
call such special meeting in the case of any such request
received less than 90 days before the date fixed for any annual
meeting of shareholders.
If any such special meeting required to be called as
provided shall not be called by the Secretary within the 30 days
after the receipt of any such request, then the holders of record
of 10% or more of the Serial Preferred Shares then outstanding
may designate in writing one of their number to call such
meeting, and the person so designated may call such meeting to be
held at the place and upon the notice above provided and for that
purpose shall have access to the stock ledger of the corporation.
No such special meeting and no adjournment thereof shall be held
on a date later than 30 days before the annual meeting of the
shareholders or special meeting held in place thereof next
succeeding the time when the holders of the Serial Preferred
Shares become entitled to elect directors as above provided. If
any such special meeting shall be called as above provided, then,
by vote of the holders of at least a majority of those Serial
Preferred Shares which are present or represented by proxy at
such meeting, the then authorized number of directors of the
corporation shall be increased by two and at such meeting, the
holders of the Serial Preferred Shares shall be entitled to elect
the additional directors so provided for, but any directors so
elected shall not hold office beyond the annual meeting of the
shareholders or special meeting held in place thereof next
succeeding the time when the holders of the Serial Preferred
Shares become entitled to elect directors as above provided.
Whenever the holders of the Serial Preferred Shares shall be
divested of the voting power as above provided, the terms of
office of all persons elected as directors by the holders of the
Serial Preferred Shares as a class shall forthwith terminate and
the number of directors shall be reduced accordingly.
The two directors who may be elected by the holders of
Serial Preferred Shares pursuant to the foregoing provisions
shall be in addition to any other directors then in office or
proposed to be elected otherwise than pursuant to such
provisions, and nothing in such provisions shall prevent any
change otherwise permitted in the total number of directors of
the corporation or require the resignation of any director
elected otherwise than pursuant to such provisions.
(b) The vote or consent of the holders of at least
two-thirds of the then outstanding shares of Serial Preferred
Shares, given in person or by proxy, either in writing or at a
meeting called for the purpose at which the holders of Serial
Preferred Shares shall vote separately as a class, shall be
necessary to effect any one or more of the following (but so far
as the holders of Serial Preferred Shares are concerned, such
action may be effected with such vote or consent):
(i) Any amendment, alteration or repeal of any of the
provisions of the Amended Articles of Incorporation or of the
Code of Regulations of the corporation which affects adversely
the voting powers, rights or preferences of the holders of Serial
Preferred Shares; provided, however, that for the purpose of this
clause (i) only, neither the amendment of the Amended Articles of
Incorporation of the corporation to authorize, or to increase the
authorized or outstanding number of shares of Serial Preferred
Shares or of any shares of any class ranking on a parity with or
junior to the Serial Preferred Shares, nor the increase by the
shareholders pursuant to the Code of Regulations of the number of
directors of the corporation shall be deemed to affect adversely
the voting powers, rights or preferences of the holders of Serial
Preferred Shares; and provided, further, that if such amendment,
alteration or repeal affects adversely the rights or preferences
of one or more but not all of the then outstanding series of
Serial Preferred Shares, only the vote or consent of the holders
of at least two-thirds of the number of the then outstanding
shares of the series so affected shall be required;
(ii) The authorization of, or the increase in the
authorized number of, any shares of any class ranking prior to
the Serial Preferred Shares; or
(iii) The purchase or redemption (whether for sinking
fund purposes or otherwise) of less than all the then outstanding
Serial Preferred Shares except in accordance with a purchase
offer made to all holders of record of Serial Preferred Shares,
unless all dividends on all Serial Preferred Shares then
outstanding for all previous quarterly dividend periods shall
have been declared and paid or funds therefor set apart and all
accrued sinking fund obligations applicable to all Serial
Preferred Shares shall have been complied with.
(c) The vote or consent of the holders of at least a
majority of the then outstanding Serial Preferred Shares, given
in person or by proxy, either in writing or at a meeting called
for the purpose at which the holders of Serial Preferred Shares
shall vote separately as a class, shall be necessary (but so far
as the holders of Serial Preferred Shares are concerned such
action may be effected with such vote or consent) to authorize
any shares ranking on a parity with the Serial Preferred Shares
or an increase in the authorized number of shares of Serial
Preferred Shares.
7. No holder of Serial Preferred Shares of any series shall
be entitled as such as a matter of right to subscribe for or
purchase any part of any issue of shares of the corporation, of
any class whatsoever, or any part of any issue of securities
convertible into shares of the corporation, of any class
whatsoever, and whether issued for cash, property, services, or
otherwise.
8. For the purposes of this Division A:
(a) Whenever reference is made to shares "ranking
prior to the Serial Preferred Shares", such reference shall mean
and include all shares of the corporation in respect of which the
rights of the holders thereof as to the payment of dividends or
as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the corporation are
given preference over the rights of the holders of Serial
Preferred Shares.
(b) Whenever reference is made to shares "on a parity
with the Serial Preferred Shares", such reference shall mean and
include all shares of the corporation in respect of which the
rights of the holders thereof as to the payment of dividends or
as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the corporation rank on
an equality with the rights of the holders of Serial Preferred
Shares.
(c) Whenever reference is made to shares "ranking
junior to the Serial Preferred Shares", such reference shall mean
and include all shares of the corporation in respect of which the
rights of the holders thereof as to the payment of dividends and
as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the corporation are
junior or subordinate to the rights of the holders of Serial
Preferred Shares.
DIVISION B -- COMMON SHARES
1. Dividend Rights: After full dividends on all the
outstanding Serial Preferred Shares for all past dividend periods
and also the full dividend on such shares for the current
dividend period shall have been paid or declared and set apart
for payment in accordance with paragraph 2 of Division A above,
then out of any funds lawfully available for dividends under the
laws of the State of Ohio, dividends may be paid upon the Common
Shares and upon any other shares, to the exclusion of the Serial
Preferred Shares, if, when and as declared by the Board of
Directors in its discretion.
2. Distribution of Assets: In the event of any liquidation,
dissolution or winding up of the corporation, or any reduction of
its capital, resulting in any distribution of its assets to its
shareholders, after there shall have been paid or set apart for
the holders of the Serial Preferred Shares the full preferential
amounts to which they are entitled under the provisions of
paragraph 6 of Division A above, the holders of the Common Shares
shall be entitled to receive as a class, pro rata, to the
exclusion of the Serial Preferred Shares, the assets of the
corporation remaining for distribution to its shareholders.
3. Voting Power: The holders of the Common Shares shall,
subject to the provisions of the Code of Regulations of the
corporation and of the statutes of the State of Ohio relating to
the fixing of a record date, be entitled to one vote for each
Common Share held by them respectively, for the election of
directors (excepting directors to be elected by holders of the
Serial Preferred Shares voting as a class) and for all other
purposes.
FIFTH: The corporation, by its Board of Directors, shall
have full power and authority, without any consent or vote of the
shareholders or any class thereof, from time to time to purchase
shares of any class issued by the corporation to the extent
permitted by law except as may be otherwise provided in these
Amended Articles.
SIXTH: Notwithstanding any provision of law requiring for
any action the vote of a designated proportion of the voting
power of the corporation, such action may be taken by the vote of
the holders of shares entitling them to exercise a majority of
the voting power of this corporation; and notwithstanding any
provision of law requiring (or permitting as an alternative to a
vote) for any action the written consent of the holders of any
designated proportion of the outstanding shares of a corporation,
such action may be taken by the written consent of the holders of
a majority of the outstanding shares of this corporation--except
in each case as may be otherwise provided in these Amended
Articles or by the Amended Regulations of the corporation.
The affirmative vote or written consent of the holders of
shares entitling them to exercise two-thirds of the voting power
of this corporation, given in person or by proxy at a meeting
called for the purpose, shall be necessary:
1. to approve
(a) the sale, exchange, lease, transfer or other
disposition by the corporation of all, or substantially all, of
its assets or business, or
(b) the consolidation of the corporation, or its
merger, into another corporation, or
(c) the merger into the corporation of another
corporation or corporations if the merger involves the issuance
or transfer by the corporation to the shareholders of the other
constituent corporation or corporations of such number of shares
of the corporation as entitle the holders thereof to exercise at
least one-sixth of the voting power of the corporation in the
election of directors immediately after the consummation of the
merger, or
(d) a combination or majority share acquisition in
which the corporation is the acquiring corporation and its
voting shares are issued or transferred to another corporation if
the combination or majority share acquisition involves the
issuance or transfer by the corporation to the shareholders of
the other corporation or corporations of such number of shares of
the corporation as entitle the holders thereof to exercise at
least one-sixth of the voting power of the corporation in the
election of directors immediately after the consummation of the
combination or majority share acquisition; or
2. to approve any agreement, contract or other arrangement
providing for any of the transactions described in subparagraph 1
above; or
3. to effect any amendment of the Amended Articles of
Incorporation of the corporation which changes the provisions of
these subparagraphs 1, 2 or 3 or the aforesaid affirmative vote
or consent requirements.
For purposes of these Amended Articles of Incorporation, the
terms "combination", "majority share acquisition" and "acquiring
corporation" shall have the meaning given them by Section 1701.01
of the Ohio General Corporation Law or any similar provision
hereinafter enacted.
SEVENTH: No holder of Common Shares of the corporation
shall be entitled, as such, as a matter of right to subscribe for
or purchase any part of any issue of shares of the corporation of
any class whatsoever, or any part of any issue of securities
convertible into shares of the corporation of any class
whatsoever and whether issued for cash, property, services or
otherwise.
EIGHTH: These Amended Articles of Incorporation shall
supersede the heretofore existing Amended Articles of
Incorporation of the corporation.
RESOLVED FURTHER: That the Chairman and Chief
Executive Officer, the President, the Vice Chairman or any Vice
President, and the Secretary or an Assistant Secretary, of this
corporation, be and hereby are authorized and directed to execute
and to file in the office of the Secretary of State of Ohio a
certificate containing a copy of these resolutions and a
statement of the manner of their adoption and to execute, deliver
and file any other certificate or instrument which they may deem
necessary or appropriate to render effective or otherwise fully
to carry out the intent and purpose of these resolutions.
IN WITNESS WHEREOF, said W. E. Butler, Chairman and
Chief Executive Officer, and E. R. Franklin, Secretary, of Eaton
Corporation, acting for and on behalf of said corporation, have
hereunto subscribed their names and caused the seal of said
corporation to be hereunto affixed this 27th day of April, 1994.
By: W. E. Butler
Chairman and Chief
Executive Officer
By: E. R. Franklin
Secretary
Eaton Corporation
Eaton Center
Cleveland, Ohio 44114-2584
