<PAGE>
EXHIBIT 2(e)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
YAVAPAI HILLS, INC.
---------------------------
YAVAPAI HILLS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said Corporation, at a
meeting duly held, adopted a resolution proposing and declaring advisable that
the Certificate of Incorporation of said Corporation, as heretofore amended, be
further amended by adding to Article FOURTH thereof the following:
"The Common Stock of the Corporation issued and outstanding
immediately prior to the time this amendment to the Certificate of
Incorporation of the Corporation becomes effective (the "Effective
Time") shall, at the Effective Time, be reclassified, converted
and changed into the number of shares of common stock equal to
one-half of the number of shares issued and outstanding
immediately prior to the Effective Time. No fractional share of
common stock shall become issuable as a result of the foregoing,
and any holder of record of common stock immediately prior to the
Effective Time whose common stock of the Corporation, but for this
sentence, would, as a result of the foregoing reclassification,
conversion and exchange, include a fractional share of common
stock, shall be entitled to receive from the
1
<PAGE>
Corporation in lieu of such fractional share, a cash payment equal
to the fair market value thereof as of the Effective Time as
determined by the Board of Directors of the Corporation, but not
less than $4.00, and the holders entitled to such fractional share
interests shall not be entitled to any rights of a stockholder in
respect thereof. Promptly after the Effective Time, the
Corporation shall take such action as in the judgment of the Board
of Directors shall be appropriate to make payment for said
fractional share interests and to cancel the certificates
theretofore representing the common stock from which said
fractional share interests were derived."
As so amended, said Article FOURTH shall read in its entirety as follows:
"FOURTH: The total number of shares of stock
which the Corporation shall have authority to issue is
Eight Hundred Fifty Thousand (850,000), all of which stock
shall be common stock of the par value of One Dollar
($1.00).
The common stock of the Corporation issued and
outstanding immediately prior to the time this amendment to
the Certificate of Incorporation of the Corporation becomes
effective (the "Effective Time") shall, at the Effective
Time, be reclassified, converted and changed into the
number of shares of common stock equal to one-half of the
number of shares issued and outstanding immediately prior
to the Effective Time. No fractional share of common stock
shall become issuable as a result of the foregoing, and any
holder of record of common stock immediately prior to the
Effective Time whose common stock of the Corporation, but
for this sentence, would, as a result of the foregoing
reclassification, conversion and exchange, include a
fractional share of common stock, shall be entitled to
receive from the Corporation in lieu of such fractional
share, a cash payment equal to the fair market value
thereof as of the Effective Time as determined by the Board
of Directors of the Corporation, but not less than $4.00,
and the holders entitled to such fractional share interests
shall not be entitled to any rights of a stockholder in
respect thereof. Promptly after the Effective Time, the
Corporation shall take such action as in the judgment of
the Board of Directors shall be appropriate to make payment
for said fractional share interests and to cancel the
certificates theretofore representing the common stock from
which said fractional share interests were derived".
2
<PAGE>
SECOND: That the aforesaid amendment was duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
THIRD: That the Board of Directors of said Corporation, at a
meeting duly held, adopted a resolution proposing and declaring advisable that
the Certificate of Incorporation of said Corporation, as heretofore amended, be
further amended by adding thereto a new Article ELEVENTH reading as follows:
"ELEVENTH: No director of the Corporation shall
be personally liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of such
director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which such director derived any improper
personal benefit.
Any repeal or modification of the
foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or
protection of a director of the Corporation existing
at the time of such repeal or modification."
FOURTH: That the aforesaid amendment was duly adopted in
accordance with the provisions of Section 242 of the General Corporation law of
the State of Delaware.
This Certificate of Amendment shall not become effective until
immediately prior to the close of business on February 4, 1991.
IN WITNESS WHEREOF, said Yavapai Hills, Inc. has caused this
Certificate to be signed by Michael J. Klein, its President, and attested by
Aaron W. Weingarten, its Secretary, this 4th day of February, 1991.
3
<PAGE>
YAVAPAI HILLS, INC.
By: /s/ Michael J. Klein
--------------------------------
Michael J. Klein
President
Attest:
[Corporate Seal]
/s/ Aaron W. Weingarten
--------------------------------
Aaron W. Weingarten
Secretary
4
