<PAGE> 1
FORM 8-A/A*
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOUTHDOWN, INC.
(Exact name of registrant as specified in its charter)
LOUISIANA 72-0296500
(State of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
1200 LOUISIANA STREET, SUITE 2400
HOUSTON TEXAS 77002-4486
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE REGISTERED EACH CLASS IS TO BE REGISTERED
Common Stock, par value $1.25 per share New York Stock Exchange, Inc.
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
--------------------------
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
general Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates:
.................... (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
- ----------------------------------------------
*This Form 8-A/A amends and restates in its entirety the Registration
Statement on Form 8-C that was filed by Southdown, Inc. ("Company") with the
Securities and Exchange Commission on September 17, 1969. The Company's file
number under the Securities Exchange Act of 1934, as amended, is Commission file
number 1-6117.
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
GENERAL
The following descriptions do not purport to be complete and are
subject to, and qualified in their entirety by reference to, the following
documents, copies of which are filed as exhibits to this Registration Statement:
(i) the Company's Restated Articles of Incorporation, as amended (the "Restated
Articles"); (ii) the Company's Bylaws, as amended ("Bylaws"); and (iii) the
Rights Agreement dated as of March 4, 1991, between the Company and Rights Agent
named therein. Copies of the foregoing documents are filed as exhibits to this
Registration Statement.
The authorized capital stock of Southdown, Inc. (the "Company")
comprises 40,000,000 shares of Common Stock, $1.25 par value, ("Common Stock")
and 000,000 shares of Preferred Stock, $.05 par value (the "Preferred Stock").
The Company proposes to solicit shareholder approval for an increase in the
number of authorized shares of Common Stock from 40,000,000 shares to
200,000,000 shares prior to the consummation of the previously announced
proposed merger of one of its wholly-owned subsidiaries into Medusa Corporation
("Proposed Merger").
COMMON STOCK
Subject to the preferences of any series of outstanding Preferred
Stock, holders of Common Stock are entitled to receive ratably such dividends as
may be declared by the Board of Directors out of funds legally available
therefor. In the event of a liquidation or dissolution of the Company, holders
of Common Stock are entitled to share ratably (except as described below under
the caption "Preferred Stock" with respect to the Series C Preferred Stock
referred to therein) in all assets remaining after payment of liabilities and
the liquidation preferences of any series of outstanding Preferred Stock. Each
share of Common Stock generally entitles the holder to one vote on matters
submitted to a vote of shareholders of the Company, including the election of
directors. The Board of Directors of the Company is divided into three classes,
as nearly equal in number as possible, having staggered three-year terms.
Holders of Common Stock have no preemptive rights and no rights to convert their
Common Stock into any other securities. By the affirmative vote of the holders
of 80% of the outstanding shares of all classes of the Company's stock entitled
to vote in the election of directors, the Company's shareholders may remove any
of the Company's directors from office. A similar vote is required to amend
certain provisions of the Restated Articles. See "Change in Control Provisions."
All of the outstanding shares of Common Stock are fully paid and nonassessable.
ChaseMellon Shareholder Services, L.L.C. serves as the registrar and
transfer agent for the Common Stock.
RIGHTS
On March 4, 1991, the Board of Directors of the Company declared a
dividend of one right to purchase preferred stock ("Right") for each outstanding
share of the Company's Common Stock, to shareholders of record at the close of
business on March 14, 1991. Each Right entitles the registered holder to
purchase from the Company a unit consisting of one one-hundredth of a share (a
"Unit") of Preferred
-2-
<PAGE> 3
Stock, Cumulative Junior Participating Series C, par value $.05 per share (the
"Series C Preferred Stock"), at a purchase price of $60 per Unit, subject to
adjustment (the "Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement dated as of March 4, 1991 (the "Rights
Agreement") between the Company and First City, Texas-Houston, N.A., as Rights
Agent. ChaseMellon Shareholder Services, L.L.C. now serves as Rights Agent.
The Rights are attached to all certificates representing outstanding
shares of Common Stock, and no separate certificates for the Rights ("Rights
Certificates") have been distributed. The Rights will separate from the Common
Stock and a "Distribution Date" will occur upon the earlier of (i) ten days
following a public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the outstanding shares of
Common Stock (the date of the announcement being the "Stock Acquisition Date"),
or (ii) ten business days (or such later date as may be determined by the
Company's Board of Directors before the Distribution Date occurs) following the
commencement of a tender offer or exchange offer that would result in a person's
becoming an Acquiring Person. Until the Distribution Date, (a) the Rights will
be evidenced by the Common Stock certificates (together with a copy of a Summary
of Rights or bearing the notation referred to below) and will be transferred
with and only with such Common Stock certificates, (b) new Common Stock
certificates will contain a notation incorporating the Rights Agreement by
reference and (c) the surrender for transfer of any certificate for Common Stock
outstanding (with or without a copy of the Summary of Rights) will also
constitute the transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on March 14, 2001, unless earlier redeemed or
exchanged by the Company as described below. In the Rights Agreement, the
Company has generally agreed to use its best efforts to cause the securities of
the Company issuable pursuant to the exercise of Rights to be registered under
the Securities Act of 1933, as amended, as soon as practicable after the Rights
become exercisable, and to take such action as may be necessary to ensure
compliance with applicable state securities laws.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Common Stock as of the close of business
on the Distribution Date and, from and after the Distribution Date, the separate
Rights Certificates alone will represent the Rights. All shares of Common Stock
issued prior to the Distribution Date will be issued with Rights. Shares of
Common Stock issued after the Distribution Date in connection with certain
employee benefit plans or upon exercise or conversion of certain securities will
be issued with Rights. Except as otherwise determined by the Board of Directors,
no other shares of Common Stock issued after the Distribution Date will be
issued with Rights.
In the event (a "Flip-In Event") that a person becomes an Acquiring
Person, (except pursuant to a tender or exchange offer for all outstanding
shares of Common Stock at a price and on terms that a majority of the
independent directors of the Company determines to be fair to and otherwise in
the best interests of the Company and its shareholders (a "Permitted Offer"))
each holder of a Right will thereafter have the right to receive, upon exercise
of such Right, a number of shares of Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a Current Market Price
(as defined in the Rights Agreement) equal to two times the exercise price of
the Right. Notwithstanding the foregoing, following
-3-
<PAGE> 4
the occurrence of any Flip-In Event, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned by any
Acquiring Person (or by certain related parties) will be null and void in the
circumstances set forth in the Rights Agreement. However, Rights are not
exercisable following the occurrence of any Flip-In Event until such time as the
Rights are no longer redeemable by the Company as set forth below.
For example, at an exercise price of $60 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitled its holder to purchase $120
worth of Common Stock (or other consideration, as noted above), based upon its
then Current Market Price, for $60. Assuming that the Common Stock had a Current
Market Price of $60 per share at such time, the holder of each valid Right would
be entitled to purchase 2 shares of Common Stock for $60.
In the event (a "Flip-Over Event") that, at any time on or after the
Stock Acquisition Date, (i) the Company is acquired in a merger or other
business combination transaction (other than a specified type of merger that
follows a Permitted Offer), or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights that
previously have been voided as set forth above) shall thereafter have the right
to receive, upon exercise, a number of shares of common stock of the acquiring
company (or in certain cases its controlling person) having a Current Market
Price equal to two times the exercise price of the Right. Flip-In Events and
Flip-Over Events are collectively referred to as "Triggering Events."
The Purchase Price payable, and the number of Units or other securities
or property issuable, upon exercise of the Rights are subject to adjustment from
time to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Series C Preferred Stock,
(ii) if holders of the Series C Preferred Stock are granted certain rights or
warrants to subscribe for Series C Preferred Stock or convertible securities at
less than the current market price of the Series C Preferred Stock, or (iii)
upon the distribution to holders of the Series C Preferred Stock of evidences of
indebtedness or assets (excluding regular quarterly cash dividends) or of
subscription rights or warrants (other than those referred to above).
No adjustment in the Purchase Price will be required until cumulative
adjustments amount to at least 1% of the Purchase Price. No fractional Units are
required to be issued and, in lieu thereof, an adjustment in cash may be made
based on the market price of the Series C Preferred Stock on the last trading
date prior to the date of exercise. Pursuant to the Rights Agreement, the
Company reserves the right to require prior to the occurrence of a Triggering
Event that, upon any exercise of Rights, a number of Rights be exercised so that
only whole shares of Series C Preferred Stock will be issued.
At any time until ten days following the Stock Acquisition Date, the
Company may redeem the Rights in whole, but not in part, at a price of $.01 per
Right, payable, at the option of the Company, in cash, shares of Common Stock or
such other consideration as the Board of Directors may determine. After the
redemption period has expired, the Company's right of redemption may be
reinstated prior to the occurrence of any Triggering Event if (i) an Acquiring
Person reduces its beneficial ownership to 10% or less of the outstanding shares
of Common Stock in a transaction or series of transactions not involving the
Company
-4-
<PAGE> 5
and (ii) there are no other Acquiring Persons. Immediately upon the
effectiveness of the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the $.01 redemption price.
At any time after the occurrence of a Flip-In Event and prior to a
person's becoming the beneficial owner of 50% or more of the shares of Common
Stock then outstanding, the Company may exchange the Rights (other than Rights
owned by an Acquiring Person or an affiliate or an associate of an Acquiring
Person, which will have become void), in whole or in part, at an exchange ratio
of one share of Common Stock, and/or other equity securities deemed to have the
same value as one share of Common Stock, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. Shareholders may, depending upon the
circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for the
common stock of the acquiring company as set forth above or are exchanged as
provided in the preceding paragraph.
Other than certain provisions relating to the principal economic terms
of the Rights, any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date.
Thereafter, the provisions of the Rights Agreement may be amended by the Board
of Directors in order to cure any ambiguity, defect or inconsistency, to make
changes that do not materially adversely affect the interests of holders of
Rights (excluding the interests of any Acquiring Person), or to shorten or
lengthen any time period under the Rights Agreement; provided, however, that no
amendment to lengthen the time period governing redemption shall be made at such
time as the Rights are not redeemable.
The provisions of the Rights and the Rights Agreement may in some cases
discourage or make more difficult the acquisition of control of the Company by
means of a tender offer, open market purchase or similar means. These provisions
are intended to discourage, or may have the effect of discouraging, partial
tender offers, front-end loaded two-tier tender offers and certain other types
of coercive takeover tactics and inadequate takeover bids and to encourage
persons seeking to acquire control of the Company first to negotiate with the
Company. The Company believes that these provisions, which are similar to those
of many other publicly held companies, provide benefits by enhancing the
Company's potential ability to negotiate with the proponent of any unfriendly or
unsolicited proposal to take over or restructure the Company that outweigh the
disadvantages of discouraging such proposals because, among other things,
negotiation of such proposals could result in an improvement in their terms.
PREFERRED STOCK
The Board of Directors of the Company is authorized to designate series
of Preferred Stock and fix the powers, preferences and rights of the shares of
such series and the qualifications, limitations or restrictions thereon. While
the Board of Directors has in the past designated and issued shares of several
series of Preferred Stock, only one series of Preferred Stock is authorized and
no shares of that series are outstanding. In connection with the distribution of
the Rights on March 14, 1991, the Board of Directors of the Company authorized
400,000 shares of Series C Preferred Stock, none of which are outstanding.
Prior
-5-
<PAGE> 6
to the consummation of the Proposed Merger, the Board of Directors of the
Company intends to increase the number of authorized shares of Series C
Preferred Stock from 400,000 shares to 2,000,000 shares. The Series C Preferred
Stock would be issued only upon the exercise of Rights and only if the Rights
were exercised prior to a Flip-In Event or a Flip-Over Event. The Rights are not
exercisable as of the date hereof. See "Rights."
The Series C Preferred Stock has a liquidation preference of $100 per
share, plus accrued and unpaid dividends and distributions (the "Series C
Liquidation Preference"). Following the payment of the Series C Liquidation
Preference, no additional distribution shall be made to the holders of shares of
Series C Preferred Stock unless the holders of Common Stock have received an
amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series C Liquidation Preference by (ii) the Adjustment Number.
The Adjustment Number initially is 100, and is subject to adjustment in the
event of the Company (i) declares any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivides the outstanding Common Stock or (iii) combines
the Common Stock into a smaller number of shares. Following the payment of the
full amount of the Series C Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of Series C Preferred Stock and Common Stock,
respectively, holders of Series C Preferred Stock and holders of Common Stock
shall receive their ratable and proportionate share of the remaining assets to
be distributed in the ratio of the Adjustment Number to one with respect to the
Series C Preferred Stock and Common Stock, on a per share basis, respectively.
If issued, the Series C Preferred Stock would carry a cumulative
dividend per share equal to the greater of (i) $2.00 or (ii) subject to certain
adjustments, the Adjustment Number times the aggregate per share amount of all
cash dividends, and the Adjustment Number times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than
dividends or distributions payable in shares of Common Stock or a subdivision of
the outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding quarterly dividend
payment date for the Series C Preferred Stock. The Series C Preferred Stock is
redeemable, at the option of the Company, at any time at a redemption price
equal to the Adjustment Number times the current per share market price (as
defined) of the Common Stock, together with accrued and unpaid dividends. Each
share of Series C Preferred Stock entitles the holder thereof to the number of
votes equal to the Adjustment Number for each share held and, except as
otherwise provided by law, the Series C Preferred Stock votes together as a
single class with the Common Stock and any other capital stock of the Company
entitled to vote. The Series C Preferred Stock entitles the holders thereof
(together with the holders of all Preferred Stock upon which similar voting
rights have been conferred) to elect two directors if dividends are in arrears
for at least 540 days.
LIMITATIONS ON DIVIDENDS AND CERTAIN OTHER PAYMENTS
The Company's ability to pay dividends and make certain other payments
with respect to its capital stock is restricted in certain circumstances by
certain provisions of its debt instruments, including the Company's Restated
Revolving Credit Facility and the Indenture relating to its 10% Senior
Subordinated Notes Due 2006, Series B.
-6-
<PAGE> 7
CHANGE IN CONTROL PROVISIONS
Charter Provisions. The Restated Articles require the affirmative vote
or consent of the holders of 80% of all classes of stock of the Company entitled
to vote in the election of directors to approve (a) any merger or consolidation
of the Company with or into any other corporation, (b) any sale or lease of all
or any substantial part of the assets of the Company or (c) any sale or lease to
the Company or any subsidiary thereof of assets with an aggregate fair market
value of $2 million or more in exchange for voting securities of the Company or
any subsidiary thereof (or securities convertible into or exchangeable for such
securities), if as of the record date for the determination of shareholders
entitled to vote or consent with respect to such merger, consolidation, sale or
lease, the other party to such transaction is the beneficial owner (as defined),
directly or indirectly, of 5% or more of the outstanding shares of stock of the
Company entitled to vote in the election of directors ("5% Beneficial Owner").
The foregoing provisions of the Restated Articles are inapplicable to (a) any
merger or similar transaction if the Board of Directors of the Company has
approved a memorandum of understanding with such other corporation prior to the
time such corporation became a 5% Beneficial Owner or (b) transactions with a
majority-owned subsidiary of the Company.
Statutory Provision. The Company believes that it is an "issuing public
corporation," subject to the control shares provisions of the Louisiana Business
Corporation Law ("LBCL"). Under the control share provisions of the LBCL, the
voting rights of the Company's shares of voting stock are limited under certain
circumstances. Subject to certain exceptions, generally if "control shares" of
the Company are acquired in a "control share acquisition," the LBCL provides
that such shares have the voting rights they had before the control share
acquisition only to the extent granted by resolution of the shareholders of the
Company. Such resolution must be adopted by a majority of all votes entitled to
be cast, excluding all "interested shares."
"Interested shares" are defined as shares of the Company in respect of
which any of the following persons may exercise or direct the exercise of the
voting power of the Company in the election of directors: (a) an acquiring
person or member of a group with respect to a control share acquisition, (b) any
officer of the Company, or (c) any employee of the Company who is also a
director of the Company. "Control shares" are defined generally as shares that,
but for the control share provisions of the LBCL, would have voting power with
respect to shares of the Company that, when added to all other shares of the
Company owned by a person or in respect to which that person may exercise or
direct the exercise of voting power, would entitle that person, immediately
after acquisition of the shares, directly or indirectly, alone or as a part of a
group, to exercise or direct the exercise of the voting power of the Company in
the election of directors within any of the following ranges of voting power:
(a) one-fifth or more but less than one-third of all voting power, (b) one-third
or more but less than a majority of all voting power, or (c) a majority or more
of all voting power. Subject to certain exceptions, a "control share
acquisition" means the acquisition, directly or indirectly, by any person of
ownership of, or the power to direct the exercise of voting power with respect
to, issued and outstanding control shares.
Under certain circumstances (including, but not limited to, the giving
of an undertaking by the acquiring person to pay the Company's expenses of the
meeting and, under certain circumstances, the obtaining by such person of
commitments for the financing of any cash portion of the consideration to be
paid), an acquiring person may compel the calling of a special meeting of the
Company's shareholders for the purpose of considering the voting rights to be
accorded the shares acquired or to be acquired in the
-7-
<PAGE> 8
control share acquisition. Unless the acquiring person agrees in writing to
another date, the special meeting of shareholders shall be held within fifty
days after the date on which definitive proxy materials (within the meaning of
the Exchange Act and the regulations thereunder) related to the special meeting
on behalf of the acquiring person and the Board of Directors of the Company have
been filed with the Securities and Exchange Commission.
The Company's Bylaws provide that (i) if no acquiring person statement
is filed by the acquiring person or (ii) if full voting rights are not approved,
the Company may redeem control shares acquired in a control share acquisition
(a) in the case of (i), within 60 days after the last acquisition of control
shares by an acquiring person and (b) in the case of (ii), at any time during
the period ending two years after the shareholder vote with respect to the
voting rights of such control shares. Any such redemption shall be made at the
fair value of the control shares and pursuant to such procedures as may be
adopted by the Board of Directors of the Company. If control shares acquired in
a control share acquisition representing a majority or more of all voting power
are accorded full voting rights, then all shareholders of the Company will have
dissenters' rights to receive the fair cash value of their shares, such amount
not to be less than the highest price per share paid by the acquiring person in
the control share acquisition.
-8-
<PAGE> 9
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
3.1 Restated Articles of Incorporation of the Company, as amended through
March 4, 1991 - incorporated by reference from Exhibit 4.1 to the
Company's Current Report on Form 8-K dated December 21, 1993.
3.2 Articles of Amendment to the Restated Articles of Incorporation of the
Company dated January 25, 1994 - incorporated by reference from
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.
3.3 Bylaws of the Company amended as of March 26, 1998.
4.1 Indenture dated as of March 19, 1996 between the Company and State
Street Bank and Trust Company as Trustee as relating to the Company's
10% Senior Subordinated Notes due 2006, Series B - incorporated by
reference form Exhibit 4.1 to the Company's Registration Statement on
Form S-4 (Registration No. 333-02585) filed April 17, 1996.
4.2 Rights Agreement dated as of March 4, 1991 between the Company and
Chemical Shareholder Services Group, Inc. (formerly Texas Commerce
Bank National Association) as Rights Agent - incorporated by reference
from Exhibit 4.3 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996.
</TABLE>
-9-
<PAGE> 10
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
SOUTHDOWN, INC.
By: /s/ PATRICK S. BULLARD
--------------------------------
Patrick S. Bullard
Title: Vice President - General
Counsel and Secretary
Dated: April 1, 1998
-10-
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
<S> <C>
3.1 Restated Articles of Incorporation of the Company, as
amended through March 4, 1991 - incorporated by
reference from Exhibit 4.1 to the Company's Current
Report on Form 8-K dated December 21, 1993.
3.2 Articles of Amendment to the Restated Articles of
Incorporation of the Company dated January 25, 1994 -
incorporated by reference from Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993.
3.3 Bylaws of the Company amended as of March 26, 1998.
4.1 Indenture dated as of March 19, 1996 between the
Company and State Street Bank and Trust Company as
Trustee as relating to the Company's 10% Senior
Subordinated Notes due 2006, Series B - incorporated by
reference from Exhibit 4.1 to the Company's Registration
Statement on Form S-4 (Registration No. 333-02585)
filed April 17, 1996.
4.2 Rights Agreement dated as of March 4, 1991 between the
Company and Chemical Shareholder Services Group,
Inc. (formerly Texas Commerce Bank National
Association) as Rights Agent - incorporated by reference
from Exhibit 4.3 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 3.3
- AS AMENDED MARCH 26, 1998 -
BYLAWS
OF
SOUTHDOWN, INC.
ARTICLE I
Shareholders
SECTION 1 - PLACE OF HOLDING MEETINGS
All meetings of the shareholders shall be held at the principal business office
of the corporation in New Orleans, Louisiana, or at such other place as may be
specified in the notice of the meeting.
SECTION 2 - ANNUAL ELECTION OF DIRECTORS
An annual meeting of shareholders for the election of directors shall be held in
each calendar year on such date as the board of directors may determine but not
later than 18 months after the date of the annual meeting held the preceding
year, at such time as may be specified in the notice of the meeting.
SECTION 3 - VOTING
(a) On demand of any shareholder, the vote for directors, or on any
questions before a meeting, shall be by ballot. All elections shall be
had by plurality, and all questions decided by majority, of the votes
cast, except as otherwise provided by the articles or by law.
(b) At each meeting of shareholders, a list of the shareholders entitled to
vote, arranged alphabetically and certified by the transfer agent,
showing the number and class of shares held by each such shareholder on
the record date for the meeting, shall be produced on the request of
any shareholder.
(c) The date and time of the opening and the closing of the polls for each
matter on which the shareholders will vote at any meeting of the
shareholders shall be announced at the meeting by the chairman of the
meeting. The Board of Directors of the corporation (or any committee
designated by it for that purpose) may, to the extent not prohibited by
law, adopt by resolution such rules, regulations and procedures for the
conduct of any meeting of shareholders as it may deem appropriate or
convenient. Except to the extent inconsistent
<PAGE> 2
with such rules, regulations and procedures as adopted by the Board of
Directors or any such committee, the chairman of any meeting has the
right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the judgment of the chairman, are
appropriate or convenient for the conduct of any meeting. Such rules,
regulations or procedures, whether adopted by the Board of Directors or
any such committee or prescribed by the chairman of any meeting, may,
to the extent not prohibited by law, include, without limitation,
establishment of the following: (1) an agenda or order of business for
the meeting; (2) rules, regulations and procedures for maintaining
order at the meeting and the safety of those present; (3) limitations
on attendance at or participation in the meeting to shareholders of
record of the corporation, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting shall
determine; (4) restrictions on entry to the meeting after the time
fixed for the commencement thereof; and (5) limitations on the time
allotted to questions or comments by participants at the meeting.
Unless, and to the extent, determined by the Board of Directors, by a
duly appointed committee or by the chairman of the meeting, meetings of
shareholders are not required to be held in accordance with the rules
of parliamentary procedure.
SECTION 4 - QUORUM
Except as provided herein, any number of shareholders, together holding at least
a majority of the outstanding shares entitled to vote thereat, who are present
in person or represented by proxy at the meeting, constitute a quorum for the
transaction of business despite the subsequent withdrawal or refusal to vote of
any shareholder. If notice of any meeting is mailed to the shareholders entitled
to vote at the meeting, stating the purpose or purposes of the meeting and that
the previous meeting failed for lack of a quorum, then any number shareholders,
present in person or represented by proxy and together holding at least
one-fourth of the outstanding shares entitled to vote thereat, constitute a
quorum at such meeting.
SECTION 5 - ADJOURNMENT OF MEETING
If less than a quorum is in attendance at any time for which a meeting is
called, the meeting may be adjourned by a majority in interest of the
shareholders present or represented and entitled to vote thereat.
SECTION 6 - SPECIAL MEETING: HOW CALLED
Special Meetings of the shareholders for any purpose or purposes may be called
in the manner set forth in the Restated Articles of Incorporation.
2
<PAGE> 3
SECTION 7 - NOTICE OF SHAREHOLDERS' MEETINGS
Written or printed notice, stating the place and time of any meeting, and, if a
special meeting, the general nature of the business to be considered, shall be
given to each shareholder entitled to vote thereat, at his last known address,
at least ten days before the meeting.
SECTION 8 - FORM OF PROXIES
Without limiting the manner in which a shareholder may authorize another person
or persons to act for him as proxy, the following shall constitute a valid means
by which a shareholder may grant such authority:
(a) A shareholder may execute a writing authorizing another person or
persons to act for him or her as proxy. Execution may be accomplished
by the shareholder or his or her authorized officer, director, employee
or agent signing such writing or causing his or her signature to be
affixed to such writing by any reasonable means including, but not
limited to, by facsimile signature.
(b) Any copy, facsimile telecommunication or other reliable reproduction of
the writing created under subsection (a) of this section 8 may be
substituted or used in place of the original writing for any and all
purposes for which the original writing could be used, including filing
with the secretary of the corporation at or before the meeting,
provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original
writing.
ARTICLE II
Directors
SECTION 1 - NUMBER OF DIRECTORS
Subject to the provisions of the Restated Articles of Incorporation, as amended,
the number of directors is eleven (11).
SECTION 2 - PLACE OF HOLDING MEETINGS
Meetings of the directors, regular or special, may be held at any place, within
or outside Louisiana, as the board may determine.
3
<PAGE> 4
SECTION 3 - MEETING AFTER ANNUAL MEETING
A meeting of the Board of Directors shall be held immediately following the
annual meeting of shareholders, and no notice of such meeting shall be necessary
to the directors, whether or not newly elected, in order legally to constitute
the meeting, provided a quorum is present; or they may meet at such time and
place as fixed by the consent in writing of all of the directors, or by notice
given by the majority of the remaining directors. At such meeting, or at any
subsequent meeting called for the purpose, the directors shall elect the
officers of the corporation.
SECTION 4 - REGULAR DIRECTORS' MEETING
Any regular meeting of the directors may be held without notice, if a calendar
of regular meeting dates including the date of such meeting has been established
by the directors at least two weeks prior to such meeting, at the principal
business office of the corporation or at any other location specified in such
calendar of regular meeting dates. Any regular meeting of the directors may be
held in the absence of establishment of such calendar of regular meeting dates,
or at a location other than the principal business office of the corporation or
location specified in such calendar, by the given notice as required for special
directors' meetings. Any proposed agenda for such regular meetings shall not be
exclusive of other matters properly brought before the meeting.
SECTION 5 - SPECIAL DIRECTORS' MEETING: HOW CALLED
Special meetings of the directors may be called at any time by the board of
directors or by the executive committee, if one be constituted, by the chairman
of the board of directors, or by the president, or in writing, with or without a
meeting, by a majority of the directors or of the members of the executive
committee. Special meetings may be held at such place or places within or
outside Louisiana as may be designated by the person or persons calling the
meeting.
SECTION 6 - NOTICE OF SPECIAL DIRECTORS' MEETINGS
Notice of the place and time of every special meeting of the board of directors
(and of the first meeting of the newly-elected board, if held on notice) (i) if
given by telephone or telegraph shall be delivered to each director at his
residence or usual place of business at least 3 days before the date of the
meeting, and (ii) if given by a means other than telephone or telegraph shall be
sent to each director at his residence or usual place of business at least 5
days before the date of the meeting. Any proposed agenda or statement of purpose
or purposes for a special meeting of directors shall not be exclusive of other
matters properly brought before the meeting.
SECTION 7 - QUORUM
At all meetings of the board, a majority of the directors in office constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors, unless the concurrence of a greater
4
<PAGE> 5
proportion is required for such action by law, the articles of the bylaws. If a
quorum is not present at any meeting of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present. If a quorum be present,
the directors present may continue to act by vote of a majority of a quorum
until adjournment, notwithstanding the subsequent withdrawal of enough directors
to leave less than a quorum or the refusal of any directors present to vote.
SECTION 8 - REMUNERATION TO DIRECTORS
Directors, as such, shall not receive any stated salary for their services, but
by resolution of the Board, expenses of attendance, if any, and except as to
salaried officers or employees of the corporation or an affiliated company, a
fixed fee for the performance of their duties as directors, as may be determined
from time to time by resolution of the Board, may be allowed to directors, but
this Section does not preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
SECTION 9 - POWERS OF DIRECTORS
The board of directors has the management of the business of the corporation,
and subject to any restrictions imposed by law, the articles or these bylaws,
may exercise all the powers of the corporation. Without prejudice to such
general powers, the directors have the following specific powers:
(a) From time to time, to devolve the powers and duties of any officer upon any
other person for the time being.
(b) To confer upon any officer the power to appoint, remove and suspend, and fix
and change the compensation of, subordinated officers, agents and factors.
(c) To determine who shall be entitled to vote, or to assign and transfer any
shares of stock, bonds, debentures or other securities of other corporations
held by this corporation.
(d) To delegate any of the powers of the board to any standing or special
committee or to any officer or agent (with power to sub-delegate) upon such
terms as they deem fit.
SECTION 10 - RESIGNATIONS
The resignation of a director shall take effect on receipt thereof by the
president or secretary, or on any later, date, not more than thirty days after
such receipt, specified therein.
5
<PAGE> 6
SECTION 11 - TERM OF OFFICE
Each director of the corporation shall hold office for the full term of office
to whom he shall have been elected and until his successor shall have been
elected and shall qualify, or until his death, resignation or removal. The Board
of Directors may remove a director and declare vacant the office of such
director who:
(a) has been interdicted or adjudicated an incompetent,
(b) has become incapacitated by illness or other infirmity so that, in the sole
opinion of the Board of Directors, he is unable to perform his duties for a
period of six months or longer, or
(c) has ceased at any time to have the qualifications required by law, the
Restated Articles of Incorporation or these Bylaws.
The remaining directors may fill any vacancy on the Board of Directors for an
unexpired term (including any vacancy resulting from an increase in the
authorized number of directors, or from the failure of the shareholders to elect
the full number of authorized directors).
SECTION 12 - PARTICIPATION IN MEETINGS
Directors may participate in and be present at any meeting of the board by means
of conference telephone or similar communications equipment if all persons
participating in such meeting can hear and communicate with each other.
SECTION 13 - CHAIRMAN OF THE BOARD
The board of directors shall elect one of its members to be chairman of the
board, to serve in such capacity at the pleasure of the board. In his capacity
as chairman of the board, he shall not be an officer of the corporation. The
chairman of the board shall preside at meetings of the board of directors and
shareholders and perform such other duties as from time to time may be assigned
to him by the board.
SECTION 14 - VICE CHAIRMAN OF THE BOARD
The board of directors may elect one of its members to be vice chairman of the
board to serve in such capacity at the pleasure of the board. In his capacity as
vice chairman of the board, he shall not be an officer of the corporation. In
the absence of the chairman of the board, the vice chairman of the board shall
preside at meetings of the board of directors and shareholders and perform such
other duties as from time to time may be assigned to him by the board.
6
<PAGE> 7
SECTION 15 - QUALIFICATIONS FOR OFFICE
(a) No person shall be eligible for election or reelection as a director
after having attained the age of seventy prior to or on the day of election or
reelection. A director who attains the age of seventy during his or her term of
office shall be eligible to serve only until the annual meeting of shareholders
of the corporation next following such director's seventieth birthday, at which
meeting the shareholders of the corporation shall elect such director's
successor in accordance with Article I of these bylaws.
(b) To be eligible for nomination or election or to continue to hold office
as a director, a person must during each immediately preceding 12 month period
during his term of office have attended at least two-thirds of the aggregate
number of meetings of the Board of Directors and Committees of which he was a
member, unless the failure to attend resulted from illness or other reason
determined by the Board of Directors to excuse the failure to attend. A director
who ceases to meet this attendance qualification shall continue in office until
the expiration of his then current term or unless his office is declared vacant
by the Board of Directors under the preceding Section 11.
ARTICLE III
Committees
SECTION 1 - EXECUTIVE COMMITTEE
The board may appoint an executive committee, which, when the board is not in
session, to the full extent of the powers of the board shall have and may
exercise the powers of the board in the management of the business and affairs
of the corporation and may have power to authorize the seal of the corporation
to be affixed to documents, provided that the executive committee shall not have
the power to make or alter bylaws, fill vacancies on the board or the executive
committee, or change the membership of the executive committee.
SECTION 2 - MINUTES OF MEETING OF COMMITTEES
Any committees designated by the board shall keep regular minutes of their
proceedings, and shall report the same to the board when required, but no
approval by the board of any action properly taken by a committee shall be
required.
SECTION 3 - PROCEDURE
If the Board fails to designate the chairman of a committee, the Chairman of the
Board, if a member, shall be Chairman. Each committee shall meet at such times
as it shall determine, and at any time
7
<PAGE> 8
on call of the chairman. A majority of a committee constitutes a quorum, and the
committee may take action by vote of a majority of the members present at any
meeting at which there is a quorum. The Board has power to change the members of
any committee at any time, to fill vacancies, and to discharge any committee at
any time.
SECTION 4 - PARTICIPATION IN MEETINGS
Members of a committee may participate in and be present at any meeting of the
committee by means of conference telephone or similar communications equipment
if all person participating in such meeting can hear and communicate with each
other.
ARTICLE IV
Officers
SECTION 1 - TITLES
The officers of the corporation shall be a president, one or more
vice-presidents, a treasurer, a secretary and such other officers, including a
chief executive officer and chief operating officer, as may, from time to time,
be elected or appointed by the board or appointed by the president. Any two
offices may be combined in the same person, provided that no person holding more
than one office may sign, in more than one capacity, any certificate or other
instrument required by law to be signed by two officers. No officer need be a
director.
SECTION 2 - PRESIDENT
The president shall be the chief executive officer of the corporation. Subject
to the direction of the board of directors, he shall have the responsibility for
the management and control of the business and affairs of the corporation; he
shall see that all orders and resolutions of the board are carried into effect
and direct the other officers in the performance of their duties; and he shall
perform all duties and have all powers that are commonly incident to the office
of chief executive or that are assigned to him by the board of directors. In the
absence of the chairman of the board and the vice chairman of the board, he
shall preside at shareholders' meetings and at directors' meetings.
SECTION 3 - VICE PRESIDENTS
Each vice president shall have such powers, and shall perform such duties, as
shall be assigned to him by the directors, by the chairman of the board, or by
the president, and, in the order determined by the board, shall, in the absence
or disability of the chairman and president, perform their duties and exercise
their powers.
8
<PAGE> 9
SECTION 4 - TREASURER
The treasurer has custody of all funds, securities, evidences of indebtedness
and other valuable documents of the corporation. He shall receive and give, or
cause to be given, receipts and acquittances of moneys paid in on account of the
corporation, and shall pay out of the funds on hand all just debts of the
corporation of whatever nature, when due. He shall enter, or cause to be
entered, in books of the corporation to be kept for that purpose, full and
accurate accounts of all moneys received and paid out on account of the
corporation, and, whenever required by the president or the directors, he shall
render a statement of his accounts. He shall keep or cause to be kept such books
as will show a true record of the expenses, gains, losses, assets and
liabilities of the corporation; and he shall perform all of the other duties
incident to the office of treasurer. If required by the board, he shall give the
corporation a bond for the faithful discharge of his duties and for restoration
to the corporation, upon termination of his tenure, of all property of the
corporation under his control.
SECTION 5 - SECRETARY
The secretary shall give, or cause to be given, notice of all meetings of
shareholders, directors and committees, and all other notices required by law or
by these bylaws, and in case of his absence or refusal or neglect so to do, any
such notice may be given by the shareholders or directors upon whose request the
meeting is called as provided in these bylaws. He shall record all of the
proceedings of the meetings of the shareholders, of the directors, and of
committees in a book to be kept for that purpose. Except as otherwise determined
by the directors, he has charge of the original stock books, transfer books and
stock ledgers, and shall act as transfer agent in respect of the stock and other
securities issued by the corporation. He has custody of the seal of the
corporation, and shall affix it to all instruments requiring it; and he shall
perform such other duties as may be assigned to him by the directors, the
chairman of the board of directors, or the president.
SECTION 6 - ASSISTANTS
Assistant secretaries or treasurers shall have such duties as may be assigned to
them by the directors, by the chairman of the board, or by the president, and as
may be delegated to them by the secretary and treasurer respectively.
ARTICLE V
Capital Stock
SECTION 1 - CERTIFICATES OF STOCK
Certificates of Stock, numbered and with the seal of the corporation affixed or
imprinted, signed by the Chairman of the Board of Directors, or the President or
Vice President, and the Treasurer or Secretary, shall be issued to each
shareholder, certifying the number of shares owned by him in the
9
<PAGE> 10
corporation. Where such certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, any other signature on the certificate may be a
facsimile.
SECTION 2 - LOST CERTIFICATES
A new certificate of stock may be issued in place of any certificate theretofore
issued by the corporation, alleged to have been lost, stolen, mutilated or
destroyed or mailed and not received, and the directors may in their discretion
require the owner of the replaced certificate to give the corporation a bond,
unlimited as to stated amount, to indemnify the corporation against any claim
which may be made against it on account of the replacement of the certificate or
any payment made or other action taken in respect thereof.
SECTION 3 - TRANSFER OF SHARES
Shares of stock of the corporation are transferrable only on its books, by the
holders thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer, the old certificate shall be
surrendered to the person in charge of the stock transfer records, by whom they
shall be cancelled, and new certificates shall thereupon be issued. A record
shall be made of each transfer, and whenever a transfer is made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer. The board may make regulations concerning the transfer of shares, and
may in their discretion authorize the transfer of shares from the names of
deceased persons whose estates are not administered, upon receipt of such
indemnity as they may require.
SECTION 4 - RECORD DATES
The board may fix a record date for determining shareholders of record for any
purpose, such date to be not more than sixty days and, if fixed for the purpose
of determining shareholders entitled to notice of and to vote at a meeting, not
less than ten days, prior to the date of the action for which the date is fixed.
SECTION 5 - TRANSFER AGENTS, REGISTRARS
The board may appoint and remove one or more transfer agents and registrars for
any stock. If such appointments are made, the transfer agents shall effect
original issuances of stock certificate and transfers of shares, record and
advise the corporation and one another of such issuances and transfers,
countersign and deliver stock certificates, and keep the stock, transfer and
other pertinent records; and the registrars shall prevent over-issues by
registering and countersigning all stock certificates issued. A transfer agent
and registrar may be identical.
10
<PAGE> 11
ARTICLE VI
Miscellaneous Provisions
SECTION 1 - CORPORATION SEAL
The Corporate seal is circular in form, and contains the name of the corporation
and the words "SEAL, LOUISIANA". The seal may be used by causing it, or a
facsimile thereof, to be impressed or affixed or otherwise reproduced.
SECTION 2 - CHECKS, DRAFTS, NOTES
All checks, drafts, other orders for the payment of money, and notes or other
evidences of indebtedness, issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall, from time to time, be determined by the board.
SECTION 3 - FISCAL YEAR
The fiscal year of the corporation begins on January 1.
SECTION 4 - NOTICE
Whenever any notice is required by these bylaws to be given, personal notice is
not meant unless expressly so stated; any notice is sufficient if given by
depositing the same in a mail receptacle in a sealed post-paid envelope
addressed to the person entitled thereto at his last known address as it appears
on the records of the corporation; and such notice is deemed to have been given
on the day of such mailing.
SECTION 5 - WAIVER OF NOTICE
Whenever any notice of the time, place or purpose of any meeting of
shareholders, directors or committee is required by law, the articles or these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
such notice and filed with the records of the meeting before or after the
holding thereof, or actual attendance at the meeting of shareholders in person
or by proxy or at the meeting of directors or committee in person, is equivalent
to the giving of such notice except as otherwise provided by law.
SECTION 6 - INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS
(a) The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, including any
action by or in the right of the corporation by reason of the fact
11
<PAGE> 12
that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another business, foreign or
nonprofit corporation, partnership, joint venture or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and with respect to any criminal
action or proceeding, has no reasonable cause to believe his conduct
was unlawful. However, in case of actions by or in the right of the
corporation, the indemnity shall be limited to expenses, including
attorneys' fees and amounts paid in settlement not exceeding, in the
judgment of the board of directors, the estimated expense of litigating
the action to conclusion, actually and reasonably incurred in
connection with the defense or settlement of such action and no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable for willful or intentional misconduct in the performance of
his duty to the corporation unless and only to the extent that the
court shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, he is
fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. The termination of any action, suit or
proceeding by judgement, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, or itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
(b) In any event, a director, officer, employee or agent of the corporation
who has been successful on the merits or otherwise in defense of any
such action, suit or proceeding, or in defense of any claim, issue or
matter therein, shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(c) Any indemnification under subsection (a) of this Section, unless
ordered by the Court shall be made by the corporation only as
authorized in a specific case upon a determination that the applicable
standard of conduct has been met. Such determination shall be made (1)
by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or
(2) if such a quorum is not obtainable and the board of directors so
directs, by independent legal counsel or (3) by the shareholders.
(d) Expenses incurred in defending such an action, suit or proceeding may
be paid by the corporation in advance of the final disposition thereof
if authorized by the board of directors, without regard to whether
participating members thereof are parties to such action, suit, or
proceeding, upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Section.
12
<PAGE> 13
(e) The indemnification and advancement of expenses provided by or granted
pursuant to the other subsections of this Section shall not be deemed
exclusive of any other rights to which the person indemnified or obtaining
advancement of expenses is entitled under any agreement, authorization of
shareholders or directors, regardless of whether directors authorizing such
indemnification are beneficiaries thereof, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his
heirs and legal representative; however, no such other indemnification
measure shall permit indemnification of any person for the results of such
person's willful or intentional misconduct.
(f) The corporation shall have power to procure or maintain insurance or other
similar arrangement on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another business, nonprofit or foreign corporation, partnership, joint
venture or other enterprise against any liability asserted against or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Section. Without
limiting the power of the corporation to procure or maintain any other kind
of insurance or similar arrangement, the corporation may create a trust
fund or other form of self-insurance arrangement for the benefit of persons
indemnified by the corporation and may procure or maintain such insurance
with any insurer deemed appropriate by the board of directors regardless of
whether all or part of the stock or other securities thereof are owned in
whole or part by the corporation. In the absence of actual fraud, the
judgment of the board of directors as to the terms and conditions of such
insurance or self-insurance arrangement and the identity of the insurer or
other person participating in a self-insurance arrangement shall be
conclusive, and such arrangements for insurance shall not be subject to
voidability and shall not subject the directors approving such arrangement
to liability, on any ground, regardless of whether directors participating
in approving such insurance arrangements shall be beneficiaries thereof.
The provisions of the Insurance Code (Title 22 of the Revised Statutes)
will not apply to any wholly-owned subsidiary of this corporation if it
issues contracts of insurance only as permitted by this subsection for
coverage of a person who is or was a director, officer, employee, or agent
of this corporation, or who is or was serving at the request of this
corporation as a director, officer, employee, or agent of another business,
nonprofit or foreign corporation, partnership, joint venture, or other
enterprise, which contracts of insurance for such directors, officers,
employees, or agents may be issued by such wholly-owned subsidiary without
compliance with the provisions of the Insurance Code.
SECTION 7 - REDEMPTION OF CONTROL SHARES
In accordance with Section 140.1 of the Louisiana Business Corporation Law, the
Company may redeem any or all control shares acquired in a control share
acquisition with respect to which either:
13
<PAGE> 14
(a) no acquiring person statement has been filed with the Company in
accordance with Section 137 of the Louisiana Business Corporation Law;
or
(b) the control shares are not accorded full voting rights by the
shareholders of the Company as provided in Section 140 of the Louisiana
Business Corporation Law.
A redemption pursuant to subparagraph (a) hereof may be made at any time during
the period ending sixty (60) days after the last acquisition of control shares
by an acquiring person. A redemption pursuant to subparagraph (b) hereof may be
made at any time during the period ending two (2) years after the shareholder
vote with respect to the voting rights of such control shares. Any redemption
pursuant to this Paragraph shall be made at the fair value of the control shares
and pursuant to such procedures as may be adopted by resolution of the Board of
Directors of the Company.
ARTICLE VII
Amendments
Except as otherwise provided in the Restated Articles of Incorporation, the
shareholders or the directors, by affirmative vote of a majority of those
present or represented, may at any meeting, amend or alter any of the bylaws;
subject, however, to the right of the shareholders to change or repeal any
bylaws made or amended by the directors.
14
