<PAGE>
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended 12-31-95
--------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
---------------------------
COMMISSION FILE NUMBER 1-6605
----------------
EQUIFAX INC.
------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-0401110
- ---------------------------------- ------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION IDENTIFICATION NO.)
P.O. BOX 4081
1600 PEACHTREE ST., N.W., ATLANTA, GA 30302
------------------------------------------------ --------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (404) 885-8000
--------------
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
COMMON STOCK
($1.25 PAR VALUE) NEW YORK STOCK EXCHANGE
----------------- -----------------------
Securities registered pursuant to Section 12(g) of the Act: NONE
-----------------
(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K (SECTION 229.405 OF THIS CHAPTER) IS NOT CONTAINED HEREIN, AND
WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE
PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS
FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X]
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT, COMPUTED BY REFERENCE TO THE CLOSING SALES PRICE ON THE NEW YORK
STOCK EXCHANGE ON MARCH 25, 1996: $3,069,822,235.
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
CLASS OUTSTANDING AT MARCH 25, 1996
----- -----------------------------
COMMON STOCK, $1.25 PAR VALUE 153,621,594
----------------------------- -----------
DOCUMENTS INCORPORATED BY REFERENCE
THE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 1,
1996, IS INCORPORATED BY REFERENCE, TO THE EXTENT INDICATED UNDER ITEMS 10, 11,
12, AND 13, INTO PART III OF THIS FORM 10-K.
<PAGE>
. Consoldiated Statements of Income for the Years Ended December 31,
1995, 1994 and 1993
. Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1995, 1994 and 1993
. Consolidated Statements of Cash Flows for the Years Ended December 31,
1995, 1994 and 1993
. Notes to Consolidated Financial Statements
(A)2. FINANCIAL STATEMENT SCHEDULES
All schedules have been omitted because they are not applicable or
the required information is included in the consolidated financial
statements or notes thereto.
(A)3. EXHIBITS
Articles of Incorporation and By-laws
. Articles of Incorporation (72 pages)
. By-Laws (13 pages)
Instruments Defining the Rights of Security Holders, Including
Indentures
. Loan Agreement (132 pages)
. Portion of Prospectus and Trust Indenture (134 pages)/(1)/
Material Contracts and Compensation Plans
. Equifax Inc. 1988 Performance Share Plan for Officers, as amended (14
pages)/(5)(6)/
. Equifax Inc. Incentive Compensation Plan (5 pages)/(6)/
. Deferred Compensation Plan (22 pages)/(6)/
. Change in Control Agreement (10 pages)/(6)/
. Executive Employment Agreement, dated June 22, 1989 (7 pages)/(2)(6)/
. Executive Employment Agreement, dated July 1, 1991 (3 pages)/(2)(6)/
. Executive Employment Agreement, dated December 29, 1995/(6)/
. Consulting Agreement, dated January 1, 1996/(6)/
. Executive Letter Agreement and Promissory Note, dated July 31, 1995 (2
pages)/(6)/
-45-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
EQUIFAX INC.
Date: April 4, 1996 By: /s/ T. H. Magis
-------------------------------
T. H. Magis, Corporate
Vice President, Secretary
and General Counsel
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER
- -------
Articles of Incorporation and By-laws
3.1 . Articles of Incorporation
3.2 . By-Laws
Instruments Defining the Rights of Security Holders, Including
Indentures
4.1 . Loan Agreement
4.2 . Portion of Prospectus and Trust Indenture /(1)/
Material Contracts and Compensation Plans
10.1 . Equifax Inc. 1988 Performance Share Plan for Officers, as
amended/(5)(6)/
10.2 . Equifax Inc. Incentive Compensation Plan/(6)/
10.3 . Deferred Compensation Plan/(6)/
10.4 . Change in Control Agreement/(6)/
10.5 . Executive Employment Agreement, dated June 22, 1989/(2)(6)/
10.6 . Executive Employment Agreement, dated July 1, 1991/(2)(6)/
10.7 . Executive Employment Agreement, dated December 29, 1995/(6)/
10.8 . Consulting Agreement, dated January 1, 1996/(6)/
10.9 . Executive Letter Agreement and
Promissory Note, dated July 31, 1995
10.10 . Equifax Inc. Omnibus Stock Incentive Plan, as amended /(6)/
10.11 . Equifax Inc. Omnibus Stock Incentive Plan 1994 Incentive and Non-
Qualified Stock Option Agreements/(4)(6)/
10.12 . Equifax Inc. Omnibus Stock Incentive Plan 1995 Incentive and Non-
Qualified Stock Option Agreements/(5)(6)/
-50-
<PAGE>
Secretary of State
Business Information and Services
Suite 315, West Tower
2 Martin Luther King Jr. Dr.
Atlanta, Georgia 30334-1530
Docket Number : 953250718
Control Number : 8306699
Effective Date : 11/24/1995
Reference : 0064
Print Date : 11/27/1995
Form Number : 111
Powell, Goldstein, Frazer & Murphy
Tracy L. King
191 Peachtree ST., NE, 16TH Floor
Atlanta GA 30303
CERTIFICATE OF AMENDMENT
I, MAX CLELAND, Secretary of State and the Corporation Commissioner of the State
of Georgia, do hereby certify under the seal of my office that
EQUIFAX INC.
A DOMESTIC PROFIT CORPORATION
has filed articles of amendment in the office of the Secretary of State and has
paid the required fees as provided by Title 14 of the Official Code of Georgia
Annotated. Attached hereto is a true and correct copy of said articles of
amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.
/S/ MAX CLELAND
- ---------------------------
SECRETARY OF STATE
<PAGE>
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF EQUIFAX INC.
1. The name of the corporation is EQUIFAX INC. (hereinafter the "Corporation").
2. The Articles of Incorporation of the Corporation are hereby amended by
deleting paragraph 6 thereof in its entirety and substituting the following in
lieu thereof:
6. The maximum capital stock of said company shall be 250,000,000 shares of
Common Stock of the par value of $1.25 per share and 50,000 shares of Class A
Preferred Stock without par value. The minimum capital stock of said company
shall be 500,000 shares of Common Stock of the par value of $1.25 per share.
Effective as of 5:00 p.m. Eastern Standard Time on November 24, 1995, each
issued and unissued share of Common Stock, which theretofore had a par value of
$2.50 per share, shall without any action on the part of the holder thereof, be
reclassified as and converted into, two fully paid and non-assessable shares of
Common Stock, par value $1.25 per share.
3. This amendment to the Articles of Incorporation was adopted by the Board of
Directors of the Corporation on October 25, 1995.
4. This amendment changes each issued and unissued share of Common Stock into
two shares of Common Stock and changes the par value of the Common Stock to
$1.25 per share. The Common Stock is the only class of shares of the
Corporation outstanding. Pursuant to Section 14-2-1002(4) of the Georgia
Business Corporation Code, shareholder action is not required for such an
amendment.
5. These Articles of Amendment shall become effective as of 5:00 p.m. Eastern
Standard Time on November 24, 1995.
IN WITNESS WHEREOF, the undersigned does hereby set his hand effective this 10th
day of November 1995.
EQUIFAX INC.
Name: /s/ T. H. Magis
- -------------------------------
Title: Corporate Vice President
ATTEST:
Name: /s/ Joan A. Martin
- ---------------------------
Title: Assistant secretary
[CORPORATE SEAL]
<PAGE>
Secretary of State
Business Services and Regulation
Suite 315, West Tower
2 Martin Luther King Jr. Dr.
Atlanta, GA 30334-1530
Docket Number : 923510438
Control Number : 8306699
Effective Date : 12/16/1992
Reference : 0091
Print Date : 12/16/1992
Form Number : 111
Hunton & Williams
Patricia C. Andino
950 East Paces Ferry Road
2500 One Atlanta Plaza
Atlanta, GA 30326
CERTIFICATE OF AMENDMENT
I, MAX CLELAND, Secretary of State and the Corporation Commissioner of the State
of Georgia, do hereby certify under the seal of my office that
EQUIFAX INC.
a domestic profit corporation
has filed articles of amendment in the office of the Secretary of State and has
paid the required fees as provided by Title 14 of the Official Code of Georgia
Annotated. Attached hereto is a true and correct copy of said articles of
amendment.
WITNESS my hand and official seal in the City of Atlanta and the State of
Georgia on the date set forth above.
/s/ MAX CLELAND
- ---------------------------
SECRETARY OF STATE
/s/ VERLEY J. SPIVEY
- ---------------------------
DEPUTY SECRETARY OF STATE
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
EQUIFAX INC.
Pursuant to the provisions of the Georgia Business Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is Equifax Inc. (the "Corporation").
2. The Articles of Incorporation of the Corporation are hereby amended by
deleting Paragraph 9 thereof in its entirety and substituting in lieu thereof a
new Paragraph 9 to read as follows:
"9. Upon the acquisition by Equifax Inc. of any of its shares of stock, such
reacquired shares shall become treasury shares."
3. The above amendment was adopted by the unanimous vote of the Board of
Directors of the Corporation on November 13, 1992. Pursuant to Sections 14-2-
631 and 14-2-1002 of the Code, shareholder action was not required to adopt the
foregoing amendment to the Corporation's Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to be
executed and its corporate seal affixed and has caused the foregoing to be
attested, all by its authorized officers, on this 2nd day of December, 1992.
[CORPORATE SEAL]
EQUIFAX INC.
Attest:
/s/ Joan A. Martin
- ---------------------------
Assistant Secretary
By: /s/ William B. Fokes
- ---------------------------
Title: Corporate Vice President & Secretary
<PAGE>
ARTICLES OF AMENDMENT
EQUIFAX INC.
Pursuant to the provisions of the Georgia Business Corporation Code, Equifax
Inc., a corporation organized and existing under the laws of the State of
Georgia, with its registered office in Fulton County, Georgia, adopts the
following Articles of Amendment to its Articles of Incorporation:
I.
The name of the corporation is Equifax Inc.
II.
The Articles of Incorporation were amended by the Shareholders of the
Corporation as follows:
Paragraph 6 of the Articles of Incorporation shall be deleted in its entirety
and a new Paragraph 6 shall be added reading as follows:
"6. The maximum capital stock of said company shall be 125,000,000 shares of
Common Stock of the par value of $2.50 per share and 50,000 shares of Class A
Preferred Stock without par value. The minimum capital stock of said company
shall be 500,000 shares of Common Stock of the par value of $2.50 per share."
III.
This amendment was adopted by the Shareholders of the Corporation on April 26,
1989. The affirmative vote of the holders of twothirds of the shares entitled
to vote was required to adopt said amendment. There were 24,486,157 shares of
common stock outstanding and entitled to vote for the amendment, as a class, and
the holders of 18,393,900 shares voted for said amendment. No shares of
Preferred Stock were outstanding as of the date hereof.
IN WITNESS WHEREOF, EQUIFAX INC. has caused these Articles of Amendment to be
executed and its corporate seal affixed and has caused the foregoing to be
attested, all by its authorized officers, on this 19th day of May, 1989.
EQUIFAX INC.
By: /s/ C. B. Rogers, Jr.
- ---------------------------
President
(CORPORATE SEAL)
ATTEST:
By:/s/ William B. Fokes, Ill
- ---------------------------
Assistant Secretary
<PAGE>
State of Georgia
Office Of Secretary Of State
I, Max Cleland, Secretary of State of the State of Georgia, do hereby certify
that the articles of incorporation of "EQUIFAX INC." have been duly amended
under the laws of the State of Georgia on the 1st day of July, 1986, by the
filing of articles of amendment in the office of the Secretary of State and the
fees therefor paid, as provided by law, and that attached hereto is a true copy
of said articles of amendment.
IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed the seal of my
office, at the Capitol, in the City of Atlanta, this 1st day of July in the year
of our Lord One Thousand Nine Hundred and Eighty Six and of the Independence of
the United States of America the Two Hundred and Ten.
/s/ Max Cleland
- ---------------------------
SECRETARY OF STATE
COMMISSIONER OF CORPORATIONS
<PAGE>
ARTICLES OF AMENDMENT
EQUIFAX INC.
Pursuant to the provisions of the Georgia Business Corporation Code, Equifax
Inc., a corporation organized and existing under the laws of the State of
Georgia, with its registered office in Fulton County, Georgia, adopts the
following Articles of Amendment to its Articles of Incorporation:
I.
The name of the corporation is Equifax Inc.
II.
The Articles of Incorporation were amended by the Shareholders of the
Corporation as follows:
Paragraph 6 of the Articles of Incorporation shall be deleted in its entirety
and a new Paragraph 6 shall be added reading as follows:
"6. The maximum capital stock of said company shall be 50,000,000 shares of
Common Stock of the par value of $2.50 per share and 50,000 shares of Class A
Preferred Stock without par value. The minimum capital stock of said company
shall be 500,000 shares of Common Stock of the par value of $2.50 per share."
This amendment was adopted by the Shareholders of the Corporation
on April 30, 1986. The affirmative vote of the holders of two-thirds of the
shares entitled to vote was required to adopt said amendment. There were
10,690,109 shares of common stock outstanding and entitled to vote for the
amendment, as a class, and the holders of 8,914,102 shares voted for said
amendment. No shares of Preferred Stock were outstanding on the date of
adoption of this amendment nor are any outstanding as of the date hereof.
IN WITNESS WHEREOF, EQUIFAX INC. has caused these Articles of Amendment to be
executed and its corporate seal affixed and has caused the foregoing to be
attested, all by its authorized officers, on this 27th day of June, 1986.
EQUIFAX INC.
By: /s/ J. V. White
- ---------------------------
President
(CORPORATE SEAL)
ATTEST:
By: William B. Fokes, III
Assistant Secretary
<PAGE>
State of Georgia
Office Of Secretary Of State
I, Max Cleland, Secretary of State of the State of Georgia, do hereby certify
that the articles of incorporation of "EQUIFAX INC.", have been duly amended
under the laws of the State of Georgia on the 9th day of May, 1983, by the
filing of articles of amendment in the office of the Secretary of State and the
fees therefor paid, as provided by law, and that attached hereto is a true copy
of said articles of amendment.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
affixed the seal of my office, at the Capitol, in the City of
Atlanta, this 9th day of May in the year
of our Lord One Thousand Nine Hundred and Eighty
Three and of the Independence of the United States
of America the Two Hundred and Seven.
/s/ Max Cleland
- ---------------------------
SECRETARY OF STATE, EX-OFFICIO CORPORATION
COMMISSIONER OF THE STATE OF GEORGIA
<PAGE>
ARTICLES OF AMENDMENT
EQUIFAX INC.
Pursuant to the provisions of the Georgia Business Corporation Code, Equifax
Inc., a corporation organized and existing under the laws of the State of
Georgia, with its registered office in Fulton County, Georgia, adopts the
following Articles of Amendment to its Articles of Incorporation:
I.
The name of the corporation is Equifax Inc.
II.
The Articles of Incorporation were amended by the Shareholders of the
Corporation as follows:
Paragraph 6 of the Articles of Incorporation shall be deleted in its entirety
and a new Paragraph 6 shall be added reading as follows:
"6. The maximum capital stock of said company shall be 25,000,000 shares of
Common Stock of the par value of $2.50 per share and 50,000 shares of Class A
Preferred Stock without par value. The minimum capital stock of said company
shall be 500,000 shares of Common Stock of the par value of $2.50 per share."
III.
These amendments were adopted by the Shareholders of the Corporation on April
27, 1983. The affirmative vote of the holders of two-thirds of the shares
entitled to vote was required to adopt said amendments. There are 7,057,424
shares of common stock outstanding and entitled to vote for the amendment, as a
class, and the holders of 5,054,768 shares voted for said amendment. There are
no shares of Preferred Stock outstanding.
IN WITNESS WHEREOF, EQUIFAX INC. has caused these Articles of Amendment to be
executed and its corporate seal affixed and has
caused the foregoing to be attested, all by its authorized officers, on this 6th
day of May, 1983.
EQUIFAX INC.
By: /s/ J. V. White
- ---------------------------
President
[CORPORATE SEAL]
ATTEST:
By: /s/ E. D. DeVaney, Jr.
- ---------------------------
Secretary
<PAGE>
State of Georgia
Office Of Secretary Of State
I, Ben W. Fortson, Jr., Secretary of the State of the State of Georgia, do
hereby certify that the articles of incorporation of "RETAIL CREDIT COMPANY"
were duly amended, changing its name to "EQUIFAX INC." as set forth in the
annexed articles of amendment granted by the Superior Court of Fulton County on
the 30th day of December, 1975, and filed with the Clerk of that Court on the
30th day of December, 1975, that the original articles of amendment have been
duly filed in the office of the Secretary of State and the fees paid therefor,
as provided by law.
IN TESTIMONY WHEREOF, I have hereunto set my hand
and affixed the seal of my office, at the Capitol, in the City of
Atlanta, this 30th day of December in the year
of our Lord One Thousand Nine Hundred and Seventy
Five and of the Independence of the United States
of America the Two Hundredth.
/s/ Ben W. Fortson, Jr.
- ---------------------------
Secretary of State, Ex-Officio Corporation
Commissioner of the State of Georgia
<PAGE>
IN THE SUPERIOR COURT OF
FULTON COUNTY, GEORGIA
STATE OF GEORGIA
COUNTY OF FULTON
The petition of Retail Credit Company, petitioner, shows the court as follows:
1.
The Articles of Amendment of Retail Credit Company executed by the President and
attested by the Secretary are attached hereto.
2.
The certificate of the Secretary of State that the name
"Equifax Inc." is available is attached hereto.
WHEREFORE, petitioner prays that the Articles of Amendment
of Retail Credit Company be granted.
/s/ John C. Hollister
- ---------------------------
Attorney for Petitioner
Box 4081
1600 Peachtree Street, N.W.
Atlanta, Georgia 30302
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF RETAIL CREDIT COMPANY
The shareholders of Retail Credit Company, a corporation organized and existing
under the laws of the State of Georgia, did, at the annual meeting on April 30,
1975, pursuant to call made in accordance with the by-laws of the corporation
and stating the time, place and purpose of said meeting, by a vote of more than
three-fourths of the stock entitled to vote at said meeting, adopted the
following resolution amending the Articles of Incorporation of said corporation
to change the name of the corporation to Equifax Inc.:
"RESOLVED that the first paragraph of the Articles of Incorporation of the
Company be amended so that, effective at the close of business on December 31,
1975, or as soon thereafter as is practicable, the name of the Company be
changed from Retail Credit Company to Equifax Inc., and
"FURTHER RESOLVED that the President and the Secretary do all things and acts
necessary fully to effect the amendment hereinabove set forth."
IN WITNESS WHEREOF, Retail Credit Company has caused these Articles of Amendment
to be executed and its corporate seal to be affixed and has caused the foregoing
to be attested, all by its duly authorized officers, on this 15th day of
December, 1975.
Retail Credit Company
BY: /s/ W. L. Burge
- ---------------------------
President
ATTEST:
(Corporate Seal)
/s/ W. E. Grubbs, Jr.
- ---------------------------
Secretary
<PAGE>
ORDER
The Articles of Amendment of Retail Credit Company and the certificate of the
Secretary of State of Georgia that the corporate name "Equifax Inc." is
available having been examined and found lawful,
IT IS HEREBY ORDERED that the Articles of Amendment of Retail Credit Company be
and the same are hereby granted and the name of the corporation is hereby
changed to "Equifax Inc."
This 30 day of December, 1975
/s/ Sam Phillips McKenzie
- ---------------------------
Judge, Superior Court of Fulton
County, Georgia
<PAGE>
State of Georgia
Office Of Secretary Of State
I, Ben W. Fortson, Jr., Secretary of State of the State of Georgia, do hereby
certify that based on a diligent search of the records on file in this office, I
find that the name of the following proposed domestic corporation to wit
EQUIFAX INC.
is not identical with or confusingly similar to the name of any other existing
domestic or domesticated or foreign corporation registered in the records on
file in this office or to the name of any other proposed domestic or
domesticated, or foreign corporation as shown by a certificate of the Secretary
of State heretofore issued and presently effective.
This certificate is in full force and effective for a period of 4 calendar
months from date of issuance. After such period of time, this certificate is
void.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of my
office, at the Capitol, in the City of Atlanta, this 17th day of December, in
the year of our Lord One Thousand Nine Hundred and Seventy Five and of the
Independence of the United States of America the Two Hundredth.
/s/ Ben W. Fortson, Jr.
- ---------------------------
Secretary of State, Ex-Officio Corporation
Commissioner of the State of Georgia
<PAGE>
Publisher's Affidavit
State of Georgia, County of Fulton
Before me, the undersigned, a Notary Public, this day personally came Earl
Higgins, who, being first duly sworn, according to Law says that he is an Agent
of the Daily Report Company, publishers of the Fulton County Daily Report, the
official newspaper in which the Sheriff's advertisements in and for said County
are published, and a newspaper of general circulation, with its principal place
of business in said County, and that there has been deposited with said
newspaper the cost of publishing four (4) insertions of a notice pursuant to GA.
Business Corporation Code of the granting of Articles of Amendment to Retail
Credit Company changing its name Equifax Inc.
/s/ Earl Higgins
- ---------------------------
Subscribed and sworn to before me this 30th day of December 1975.
/s/ George C. Pope
- ---------------------------
Notary Public, State at Large.
<PAGE>
STATE OF GEORGIA
COUNTY OF FULTON
I, BARBARA J. PRICE, Clerk of the Superior Court of Fulton County, Georgia, do
hereby certify that the within and foregoing is a true and correct copy of
petition of
Retail Credit Company
ARTICLES OF AMENDMENT
and the Order of Court thereon allowing same, all of which appears of file and
record in this Office.
Given under my hand and seal of Office
This the 30 day of December, 1975
/s/ Barbara J. Price
- ---------------------------
Clerk of Superior Court
Fulton County, Georgia
<PAGE>
STATE OF GEORGIA
OFFICE OF SECRETARY OF STATE
I Ben W. Fortson, Jr., Secretary of State of the State of Georgia, do hereby
certify that the seventy-one pages of photographed printed matter hereto
attached contain a true and correct copy of the petition for charter, the
Judge's order thereon, the filing of the Clerk, certificate of the Secretary of
State and amendments thereto for "RETAIL CREDIT COMPANY", as the same appears of
file and record in this office.
IN Testimony Whereof, I have hereunto set my hand and affixed the seal of
office, at the Capitol, in the City of Atlanta, this 16th day of March in the
year of our Lord One Thousand Nine Hundred and Sixty Five and of the
Independence of the United States
of America the Hundred and Eighty-Ninth.
/s/ Ben W. Fortson
- ---------------------------
Secretary of State, Ex-Officio Corporation
Commissioner of the State of Georgia
<PAGE>
DUPLICATE
State of Georgia
Office of Secretary of State
I Ben W. Fortson, Jr., Secretary of State of the State of Georgia, do hereby
certify that the charter of RETAIL CREDIT COMPANY was on the 13th day of May,
1964, duly amended under the laws of the State of Georgia by the Superior Court
of Fulton County, increasing its Capital stock, renewing and extending its
charter for a period of thirty-five years in accordance with the certified copy
hereto attached and that a certified copy has been duly filed in the office of
the Secretary of State and the fees therefor paid, as prescribed by law.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of
office, at the Capitol, in the City of Atlanta, this 13th day of May, in the
year of our Lord One Thousand Nine Hundred and Sixty Four and of the
Independence of the United States of America the One Hundred and Eighty-eighth.
/s/ Ben W. Fortson
- ---------------------------
Secretary of State, Ex-Officio Corporation
Commissioner of the State of Georgia
<PAGE>
IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA
In Re: RETAIL CREDIT COMPANY NO. 38394
PETITION TO AMEND, RENEW AND EXTEND CHARTER
NOW COMES RETAIL CREDIT COMPANY, and respectfully shows unto the Honorable the
Superior Court of Fulton County, Georgia, as follows:
Petitioner is a corporation, the Charter of which was granted by order of the
Superior court of Fulton County, Georgia, dated December 20, 1913. Petitioner's
charter has been amended, renewed or extended by Orders of the Superior Court of
Fulton County, Georgia, dated November 30, 1915, December 8, 1919, May 20, 1921,
December 30, 1922, November 19, 1928, May 25, 1931 and January 25, 1956, and by
Order of the Superior Court of Fulton County, Georgia, dated March 14, 1951,
Petitioner's charter was renewed and extended for a period of thirty-five years
from said date and Petitioner was reincorporated under the provisions of the Act
of the General Assembly approved January 28, 1938 (Ga. Laws. Ex. Sess. 1937-38,
pages 214, et. seq.).
2.
At a special meeting of the Stockholders of Retail Credit Company held on the
13th day of May, 1964, pursuant to call made in accordance with the by-laws of
the Company and stating the time, place and purpose of said meeting, a
Resolution was adopted by a vote of more than two-thirds of the stock of Retail
Credit Company entitled to vote at said meeting to amend its charter, and to
renew and extend its charter for a period of thirty-five years. A certified
copy of said Resolution is hereto attached marked Exhibit A and made a part of
this petition.
WHEREAS, Petitioner prays that its charter be amended, renewed and extended as
set forth in said Resolution, a copy of which is hereto attached marked Exhibit
A.
/s/ Hansell, Post, Brandon & Dorsey
- ------------------------------------
HANSELL, POST, BRANDON & DORSEY
Attorneys for Petitioner
Sixth Floor
First National Bank
Building,
Atlanta, Georgia, 30303.
<PAGE>
"RESOLVED by the Stockholders of Retail Credit Company at a special meeting duly
and legally called, assembled and held, that the Charter of Retail Credit
Company, as amended heretofore, be further amended by striking from the
amendment to the Charter granted by Order of the Superior Court of Fulton County
dated January 25, 1956, paragraphs 6 & 7 which read as follows:
6. The maximum capital stock of said company shall be 2,000,000 shares of Common
Stock of the par value of $2.50 per share and 50,000 shares of Class A Preferred
Stock without par value. The minimum capital stock of said company shall be
$500,000 shares of Common Stock of the par value of $2.50 per share. Upon this
amendment having been granted by order of the Superior Court of Fulton County,
Georgia, 10 shares of Common Stock of the par value of $2.50 per share shall be
issued in lieu of each share of common stock without par value outstanding at
the date of the order granting this amendment upon the surrender to the company
of certificates for said Common Stock without par value.
7. The said company shall have the power to increase its capital stock from
time to time not to exceed the maximum number of shares herein stated and to
decrease said capital stock, but not below the minimum amount fixed by this
charter. Additional shares of Common Stock may be issued at such times and sold
at such prices as the board of directors may from time to time by resolution
provide, but at not less than the par value thereof. Additional, but not in
excess of the aggregate authorized of 50,000 shares of Class A Preferred Stock
without par value may be issued or sold at such times and at such prices as the
board of directors may from time to time by resolution provide."
and substituting in lieu thereof the following:
6. The maximum capital stock of said company shall be 7,500,000 shares of
Common Stock of the par value of $2.50 per share and 50,000 shares of Class A
Preferred Stock without par value. The minimum capital stock of said company
shall be 500,000 shares of Common Stock of the par value of $2.50 per share.
7. The said company shall have the power to increase its capital stock from time
to time not to exceed the maximum number of shares herein stated and to decrease
said capitol stock, but not below the minimum amount fixed by this charter.
Additional shares of Common Stock may be issued at such time and sold at such
prices or disposed of in such manner and for such purposes or distributed so
such stock dividends as the board of directors may from time to time by
resolution provide. Additional,but not in excess of the aggregate authorized of
50,000 shares of Class A Preferred Stock without par value may be issued or sold
at such times and at such prices as the board of directors may from time to time
by resolution provide.
<PAGE>
"Further resolved, that the charter of this Company be renewed and extended for
a period of thirty-five years."
I, Secretary of Retail Credit Company do hereby certify that the foregoing
resolution was adopted by a vote of 91.4% of the outstanding stock of Retail
Credit Company at a special meeting of its Stockholders, held on this date, of
which more than ten (10) days notice was given, including the purpose of the
said meeting, all as appears in the minutes and records of the Company.
WITNESS MY HAND AND OFFICIAL SEAL, THIS 13TH DAY OF MAY 1964.
/s/ W. C. Perry
- ---------------------------
Secretary, Retail Credit Company
<PAGE>
Personally appeared before me, the undersigned officer duly authorized to
administer oaths, W. C. Perry who upon being duly sworn deposed and said that he
is Secretary and Treasurer of Retail Credit Company and that the facts stated in
the foregoing petition are true.
/s/ W. C. Perry
- ---------------------------
Sworn to and subscribed before me this 13th day of May, 1964.
/s/Virginia Daubright
Notary Public
<PAGE>
O R D E R
The foregoing petition of Retail Credit Company to amend, renew and extend its
charter having been presented to the Superior Court of Fulton County, Georgia
and examined and found to be Lawful and within the purview of the statutes of
this State made and provided in such causes,
NOW THEREFORE, IT IS HEREBY ORDERED that the prayers of said petition are
granted and the charter of Retail Credit Company is hereby amended, renewed and
extended for a period of thirty-five years from this date, as provided in said
petition and the resolution attached thereto.
This the 13th day of May, 1964.
/s/ STONEWALL DYER
- ---------------------------
JUDGE, SUPERIOR COURT, ATLANTA CIRCUIT.
<PAGE>
STATE OF GEORGIA
COUNTY OF FULTON
Before me, the undersigned, a Notary Public, this day personally came Jack Smith
who, being first duly sworn, according to law, says that he is an Agent of the
Daily Report Company, publishers of the FULTON COUNTY DAILY REPORT, the official
newspaper in which the Sheriff's advertisements in and for said County are
published, and a newspaper of general circulation, with its principal place of
business in said County, and that there has been deposited with said newspaper
the cost of publishing four (4) insertions of said application for Charter
Amendment, Renewal and Extension of "RETAIL CREDIT COMPANY" once a week for four
(4) weeks with the Order of the Judge thereon.
/s/ Jack Smith
- ---------------------------
Subscribed and sworn to before
me this 13th day of May, 1964.
/s/ Claudette Smith
- ---------------------------
NOTARY PUBLIC
FULTON COUNTY, GEORGIA
<PAGE>
STATE OF GEORGIA
COUNTY OF FULTON
I J. W. SIMMONS, Clerk of the Superior Court of Fulton County, Georgia, do
hereby certify that the within and foregoing is a true and correct copy of
petition of "RETAIL CREDIT COMPANY"
for Charter Amendment, Renewal and Extension
and the Order of Court thereon allowing same, all of which appears of file and
record in this Office.
Given under my hand and seal of Office.
This the 13th day of May, 1964.
/s/ J. W. Simmons
- ---------------------------
CLERK OF SUPERIOR COURT
FULTON COUNTY, GEORGIA
<PAGE>
DUPLICATE
STATE OF GEORGIA
OFFICE OF SECRETARY OF STATE
I, Ben W Fortson, Jr., Secretary of State of the State of Georgia, do hereby
certify that, the charter of RETAIL CREDIT COMPANY, was on the 25th day of
January, 1956, duly amended under the laws of the State of Georgia by the
Superior Court of Fulton County, in accordance with the certified copy hereto
attached, and that a Certified copy has been duly filed in the office of the
Secretary of State and the fees therefor paid, as prescribed by law.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of
office, at the Capital, in the City of Atlanta, this 25th day of January, in
the year of our Lord One Thousand Nine Hundred and Fifty Six and of the
Independence of the United States Of America the One Hundred and Eightieth.
/s/ Ben W. Fortson, Jr.
- ---------------------------
SECRETARY OF STATE, EX-OFFICIO CORPORATION
COMMISSIONER OF THE STATE OF GEORGIA
<PAGE>
IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA
In Re: )
)
)
RETAIL CREDIT COMPANY ) NO. 26318
)
PETITION TO AMEND CHARTER
NOW comes RETAIL CREDIT COMPANY and shows respectfully unto the Honorable the
Superior Court of Fulton County, Georgia, as follows:
1.
Petitioner in a corporation, the charter of which was granted by order of the
Superior Court of Fulton County, Georgia, dated December 20, 1913. Petitioner's
charter has been amended by orders of the Superior Court of Fulton County,
Georgia, dated November 30, 1915, December 8, 1919, May 20, 1921, December 30,
1922 and May 25, 1931. Petitioner's charter was renewed for a period of twenty
years by order of the Superior Court of Fulton County, Georgia, dated May 25,
1931. By order of the Superior Court of Fulton County, Georgia, dated March 14,
1951, petitioner's charter was renewed for a period of thirty-five years from
said date and petitioner was reincorporated under the provisions of the Act of
the General Assembly approved January 28, 1938 (Ga. Laws. Ex. Sess. 1937-38,
pages 214, et. seq.).
2.
At the regular annual meeting of the stockholders of Retail Credit Company held
on the 25th day of January, 1956, a resolution was adopted by a vote of more
than two-thirds of the stock of Retail Credit Company entitled to vote at said
meeting to amend its charter. A certified copy of said resolution is hereto
attached marked Exhibit "A" and made a part of this petition.
WHEREFORE, petitioner prays that its charter be amended as set forth in said
resolution, a copy of which is hereto attached marked Exhibit "A".
/s/ Moise, Post & Gardner
- ---------------------------
ATTORNEYS FOR PETITIONER
<PAGE>
"RESOLVED by the stockholders of Retail Credit Company, at a regular annual
meeting duly and legally called, assembled and held that the Charter of Retail
Credit Company, as amended heretofore, be amended by striking from the amendment
to the Charter granted by order of the Superior Court of Fulton County dated May
25, 1931, paragraphs 6 and 7 which read as follows:
6. The maximum capital stock of said company shall be 150,000 shares of Common
stock without par value and 50,000 shares of Class A Preferred Stock without par
value; and its minimum capital stock shall be 50,000 shares of Common Stock
without par value.
7. The said company shall have the power to increase its capital stock from time
to time not to exceed the maximum number of shares herein stated, and to
decrease same, but not below the minimum amount fixed by this charter. The said
capital stock which has been issued has been fully paid in money and other
things of value in excess of $1000.00. Additional shares of stock may be issued
at such times and at such values as the board of directors may from time to time
by resolution provide.
and substituting in lieu thereof the following:
6. The maximum capital stock of said company shall be 2,000,000 shares of
Common Stock of the par value of $2.50 per share and 50,000 shares of Class A
Preferred Stock without par value. The minimum capital stock of said company
shall be 500,000 shares of Common Stock of the par value of $2.50 per share.
Upon this amendment having been granted by order of the Superior Court of Fulton
County, Georgia, 10 shares of Common Stock of the par value of $2.50 per share
shall be issued in lieu of each share of Common Stock without par value
outstanding at the date of the order granting this amendment upon the surrender
to the company of certificates for said Common Stock without par value.
7. The said company shall have the power to increase its capital stock from
time to time not to exceed the maximum number of shares herein stated and to
decrease said capital stock, but not below the minimum amount fixed by this
charter. Additional shares of Common Stock may be issued at such times and sold
at such prices as the board of directors may from time to time by resolution
provide, but at not less than the par value thereof. Additional, but not in
excess of the aggregate authorized of 50,000 shares of Class A Preferred Stock
without par value may be issued or sold at such times and at such prices as the
board of directors may from time to time by resolution provide."
I, the undersigned, LOUIS S. BROOKE, do hereby certify that the foregoing is a
true and correct copy of the resolution of the stockholders of Retail Credit
Company adopted by a vote of more that two-thirds of the capital stock of Retail
Credit Company entitled to vote thereon at the annual meeting of the
stockholders of Retail Credit Company held on the 25th day of January, 1956 and
said resolution is of full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
<PAGE>
seal of Retail Credit Company, this 25th day of January, 1956.
/s/ Louis S. Brooke
- ---------------------------
<PAGE>
Personally appeared before me, the undersigned officer duly authorized to
administer oaths,
L. S. Brooke, who upon being duly sworn deposed and said that he is Secretary-
Treasurer of Retail Credit Company and that the facts stated in the foregoing
petition are true.
/s/ L. S. Brooke
- ---------------------------
Sworn to and subscribed before me
this 25th day of January, 1956.
/s/ Virginia Banknight
- ---------------------------
Notary Public
Notary Public, Fulton County, Georgia
My Commission Expires June 18, 1956
<PAGE>
ORDER
The foregoing petition of Retail Credit Company to amend its charter having been
presented to the Superior Court of Fulton County, Georgia, and examined and
found to be lawful and within the purview of the statutes of this State made and
provided in such causes.
NOW, THEREFORE, IT IS HEREBY ORDERED that the prayers of said petition are
granted and the charter of Retail Credit Company is hereby amended as provided
in said petition and the resolution attached thereto.
This January 25, 1956.
/s/ V B Moore
- ---------------------------
JUDGE, SUPERIOR COURT, ATLANTA CIRCUIT
FILED IN OFFICE THIS THE
25 DAY OF JANUARY 1956
/S/ N.A. SANFORD
- ---------------------------
Deputy Clerk
<PAGE>
PUBLISHER'S AFFIDAVIT
STATE OF GEORGIA, COUNTY OF FULTON
Before me, the undersigned, a Notary Public, this day personally came John
Harrison who, being first duly sworn, according to law, says that he is the
Agent of the Daily Report Company, publishers of the FULTON COUNTY DAILY REPORT,
the official newspaper in which the Sheriff's advertisements in and for said
County are published, and a newspaper of general circulation, with its principal
place of business in said County, and that there has been deposited with said
newspaper the cost of publishing four (4) insertions of said application for
Charter amendment of Retail Credit Company once a week for four (4) weeks with
the order of the Judge thereon.
/s/ John Harrison
- ---------------------------
Subscribed and sworn to before me
this 25th day of January, 1956.
/s/ Lee Earl Largen
- ---------------------------
Notary Public, Fulton County, Georgia
<PAGE>
STATE OF GEORGIA
COUNTY OF FULTON
I, J. W. SIMMONS, Clerk of the Superior Court of Fulton County, Georgia, do
hereby certify that the within and foregoing is a true and correct copy of
petition of RETAIL CREDIT COMPANY for charter amendment and the Order of Court
thereon allowing same, all of which appears of file and record in this office.
Given under my hand and seal of office
This the 25th day of January, 1956.
/s/ J.W. Simmons
- ---------------------------
CLERK OF SUPERIOR COURT
FULTON COUNTY, GEORGIA
<PAGE>
DUPLICATE
STATE OF GEORGIA
OFFICE OF SECRETARY OF STATE
I Ben W. Fortson, Jr., Secretary of State of the State of Georgia, do hereby
certify that the charter of RETAIL CREDIT COMPANY, was on the 14th day of March,
1951, duly renewed under the laws of the state of Georgia by the Superior Court
of Fulton County, reincorporating and extending its charter for a period of
thirty-five years from the date of this order, in accordance with the certified
copy hereto attached and that a certified copy has been duly filed in the office
of the Secretary of State and the fees therefor paid, as prescribed by law.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my
office, at the Capitol, in the City of Atlanta, this 29th day of March in the
year of our Lord One Thousand Nine Hundred and Fifty-One and of the Independence
of the United States of America the One Hundred and Seventy-Fifth.
Ben W. Fortson, Jr.
SECRETARY OF STATE, EX-OFFICIO CORPORATION
COMMISSIONER OF THE STATE OF GEORGIA
<PAGE>
IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA
In re: Retail Credit Company NO._________________________
PETITION TO RENEW CHARTER AND REINCORPORATE UNDER THE ACTS OF THE GENERAL
ASSEMBLY APPROVED JANUARY 28, 1938 (GEORGIA LAWS, EX,SESS, 1937-1938, PAGE 214)
Petitioner, RETAIL CREDIT COMPANY, shows respectfully unto the Honorable the
Superior Court of Fulton County, Georgia, as follows:
1
Petitioner is a corporation, the charter of which was granted by order of the
Superior Court of Fulton County, Georgia, dated December 20, 1913. Its charter
has been amended by orders of the Superior Court of Fulton County, Georgia,
dated November 30, 1915, December 8, 1919, May 20, 1921, December 30, 1922, and
May 25, 1931. By the order of the Superior Court dated May 25, 1931, the
charter was renewed for a period of twenty (20) years from that date.
2
At the regular annual meeting of the stockholders of Retail Credit Company held
on the 31st day of January, 1951, a resolution was adopted by a vote of more
that two-thirds (2/3) of the stock of Retail Credit Company entitled to vote at
said meeting to renew its charter for a period of thirty-five (35) years and to
reincorporate Retail Credit Company under the provisions of the aforesaid Act of
the General Assembly approved January 28, 1938. A certified copy of said
resolution is hereto attached marked Exhibit "A" and made a part of this
petition and paragraph.
WHEREFORE, petitioner prays that its charter be renewed for a period of thirty-
five years from the date of the order granting such renewal and that petitioner
be reincorporated under the aforesaid Act of the General Assembly approved
January 28, 1938, and that petitioner shall have such other and further relief
as in the premises may seem proper.
/s/ Moise, Post & Gardner
- ---------------------------
Attorneys for Retail Credit Company
<PAGE>
EXHIBIT "A"
RESOLVED by the stockholders of Retail Credit Company in regular annual meeting,
duly and legally called, assembled and held that the charter of Retail Credit
Company be renewed for a period of thirty-five (35) years from the date of its
expiration on May 25, 1951, and that the charter be amended so that Retail
Credit Company shall be reincorporated under the provisions of the Act of the
General Assembly of the State of Georgia approved January 28, 1938 (Ga. Laws,
ex. sess. 1937-1938, page 214 et seq.), and
RESOLVED FURTHER that the officers of Retail Credit Company are authorized and
directed to file a petition to the Superior Court of Fulton County, Georgia, to
so renew the charter of Retail Credit Company and reincorporate it under the
provisions of the aforesaid Act of the General Assembly.
I, L.S. BROOKS, Secretary-Treasurer of Retail Credit Company, do hereby certify
that the foregoing is a true and correct copy of a resolution adopted by a vote
of more than two-thirds (2/3) of the stock of Retail Credit Company entitled to
vote at the annual meeting of the stockholders of Retail Credit Company held
January 31, 1951, and I further certify that said resolution was favorably voted
for and consented to by more that two-thirds of the holders of the stock of
Retail Credit Company and that said resolution is of full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of Retail Credit Company, this 12th day of March, 1951.
/s/ L. S. Brooke (seal)
- ---------------------------
<PAGE>
Personally appeared before me, the undersigned officer duly authorized to
administer oaths, L. S. Brooke, who, upon being duly sworn, deposed and said
that he Secretary-Treasurer of Retail Credit Company and that the facts stated
in the foregoing position are true.
/s/ L. S. Brooke
- ---------------------------
Sworn to and subscribed before me, this 12th day of March, 1951.
/s/ Lialla Rooke
- ---------------------------
Notary Public.
Notary Public, Fulton County, Georgia
My Commission Expires April 17, 1954
<PAGE>
ORDER
The foregoing petition of Retail Credit Company to renew its charter and become
re-incorporated under the provisions of the Act of the General Assembly approved
January 28, 1938 being presented and examined and found to be lawful and that
all conditions precedent to the presentation of said petition have been complied
with,
NOW, THEREFORE, the prayers of said petition are granted and the charter of
Retail Credit Company is hereby extended for a period of thirty-five (35) years
from the date of this order and Retail Credit Company is hereby re-incorporated
under the provisions of the Act of the General Assembly approved January 28,
1938, so that said Retail Credit Company has and shall have all of the powers
conferred upon a corporation originally chartered under the provisions of said
Act of the General Assembly approved January 28, 1938.
This 14th day of March, 1951.
/s/ Virlyn B. Moore
- -----------------------------------
Judge Superior Court Atlanta Circuit.
<PAGE>
PUBLISHER'S AFFIDAVIT
STATE OF GEORGIA, County of Fulton.
Before me, the undersigned, a Notary Public, this day
personally came John Harrison who, being first duly sworn, according to law,
says that he is the Agent of the Daily Report Company, publishers of the Fulton
County Daily Report, the official newspaper in which the Sheriff's
Advertisements in and for said County are published, and a newspaper of general
circulation, with its principal place of business in said County, and that there
has been deposited with said newspaper the cost of publishing four (4)
insertions of said application for Charter renewal and re-incorporation of
Retail Credit Company once a week for four (4) weeks with the order of the Judge
thereon.
/s/ John Harrison
- ---------------------------
Subscribed and sworn to before me this 14th day of March, 1951.
/s/ L. B. Outler
- ---------------------------
Notary Public, Fulton County, Georgia
<PAGE>
STATE OF GEORGIA,
COUNTY OF FULTON
I, J. W. Simmons, Clerk of the Superior Court of Fulton County, Georgia, do
hereby certify that the within and foregoing is a true and correct copy of
petition of Retail Credit Company for Charter renewal and re-incorporation and
the order of Court thereon allowing same, all of which appears of file and
record in this office.
WITNESS my hand and seal of office
This the 15th day of March, 1951.
/s/ J. W. Simmons
- ---------------------------
CLERK OF SUPERIOR COURT
FULTON COUNTY, GEORGIA
<PAGE>
IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA
IN THE MATTER OF
NO. 12561
RETAIL CREDIT COMPANY
This the petition of RETAIL CREDIT COMPANY respectfully shows unto the Honorable
the Superior Court of Fulton County, Georgia, as follows:
1.
The charter of Retail Credit Company was granted by order of the Superior Court
of Fulton County, Georgia, dated December 20, 1913 and has been amended
heretofore by orders passed respectively on November 30, 1915, December 8, 1919,
May 20, 1921, December 30, 1922, and November 19, 1928.
2.
At a meeting of the stockholders of Retail Credit Company, duly and legally
called, assembled and held on the 27th day of April, 1931, a resolution was
unanimously adopted authorizing an amendment of the charter of Retail Credit
Company; a copy of which resolution is hereto attached marked Exhibit A and made
a part of this petition and paragraph and reference thereto is prayed as often
as may be necessary.
3.
The holders of more than three-fourths of the outstanding shares of stock of
Retail Credit Company which are entitled to vote have consented to the amendment
of the charter of Retail Credit Company in the manner set out in said
resolution, a copy of which is hereto attached marked "Exhibit A".
WHEREFORE, petitioner prays that after this petition has been published,
according to the statutes made and provided in such causes, an order be granted
by this Honorable Court amending the charter of Retail Credit Company in the
manner set out in said resolution.
RETAIL CREDIT COMPANY
By /s/Alston, Alston, Foster & Moise
---------------------------------
Its Attorneys at Law
<PAGE>
EXHIBIT A
BE IT RESOLVED by the stockholders of Retail Credit Company in meeting duly and
legally called, assembled and held, that the charter of this Company shall be
amended so that all parts of the original charter and of the amendments thereto
shall be stricken except as to the preliminary stating part thereof and the
prayer, upon authorization by the Superior Court of Fulton County of this
proposed amendment and the acceptance thereof by this Company, and thereupon
the charter shall be amended as if the same read as follows:
1. The object of the Retail Credit Company shall be pecuniary gain to its
stockholders.
2. The particular business in which it desires to engage is the making of
reports to insurance companies concerning the propriety or advisability of
accepting applications for insurance; the making of financial reports on all
matters of financial concern to its patrons; the making of investigations for
the furnishing of information in reference to investments and credits and the
furnishing of such information; the doing of a general reporting business; the
procuring and furnishing of information as to claims presented against or
asserted by any person/firm, partnership or corporation; the issuance of such
publications as may from time to time be deemed necessary or advisable in the
conduct of its business; the lending of money upon such security as its
corporate authority may approve; by the acquiring by purchase, exchange or
otherwise of any real estate or interest therein, and personal property and
choses in action, including stocks, bonds, deventures and/or any other kind of
security or securities issued by persons, partnerships or corporations,
including securities issued by the Federal, State or Municipal governments, and
also including all forms of securities issued by itself; and/or the notes of
individuals or partnerships or corporations, secured or unsecured; also the
right to lease any real estate or interest therein; to own and hold such
properties or interest in properties, and to sell or otherwise dispose of the
same; and in general to manage its properties or interest therein. Said
corporation shall also have power to act as agent or broker for any person or
persons in the transacting of any lawful business.
3. Said company shall have the right to borrow money and to secure the same in
any way which is or may be known to the law; to issue bonds, debentures, notes,
and other evidences of indebtedness, and to secure the same in any lawful
manner.
4. The principal place of business of said company shall be in the County of
Fulton, State of Georgia, though it desires to have the power and right to
establish branch offices and agencies and to have agents in various parts of the
United States of America, in the dominion of Canada, and in other countries, and
to do business therein.
<PAGE>
5. This company shall also have the power to own and deal in shares of stock
or debentures or bonds or other securities or evidences of indebtedness of other
corporations, whether the same be created under the law of Georgia or of any
other State of the United States or of any foreign country.
6. The maximum capital stock of said company shall be 150,000 shares of Common
Stock without par value and 50,000 shares of Class A, Preferred Stock without
par value; and its minimum capital stock shall be 50,000 shares of Common Stock
without par value.
7. The said company shall have the power to increase its capital stock from time
to time not to exceed the maximum numbers of shares herein stated, and to
decrease same, but not below the minimum amount fixed by this charter. The said
capital stock which has been issued has been fully paid in money and other
things of value in excess of $1000.00. Additional shares of stock may be issued
at such times and at such values as the board of directors may from time to time
by resolution provide.
8. A statement of the respective preferences, restrictions and qualities of said
Common Stock and said Class A Preferred Stock is as follows:
(a) The Class A Preferred Stock of Retail Credit Company shall be entitled in
preference to all other shares of Preferred Stock which may be issued by Retail
Credit Company and to the Common Stock, to dividends from earned surplus and/or
net earnings at the rate of Six ($6.00) Dollars per share per annum, payable as
the board of directors may from time to time determine. Such dividends shall be
cumulative from and after the first day of July, 1931, or, in case the shares
are issued after the first day of July, 1931, from the date of the issuance of
such shares, unless the corporation shall have then established dividend periods
with respect to its Class A Preferred Stock, in which event the dividends shall
be cumulative from the first day of the current dividend period within which
such stock shall have been issued. In any distribution of the assets of the
corporation other than by dividends from surplus or net earnings the Class A
Preferred Stock shall also have preference over all other shares of Preferred
Stock of the corporation and over the Common Stock until there shall have been
paid or set apart for payment on each share of the Class A Preferred Stock the
sum of One Hundred Five ($105.00) Dollars plus the amount, if any by which Six
($6.00) Dollars per annum from the date after which dividends due on said shares
become cumulative to the date of such distribution, exceeds the dividends
actually paid thereon or declared and set apart for payment thereon: Provided,
however, that securities junior to the Class A Preferred Stock may be retired
out of capital and/or surplus, only when net earnings (as defined in paragraph
(i) hereof) for twelve consecutive calendar months within the immediately
preceding fifteen calendar months shall be in the aggregate not less than three
times the amount payable as
<PAGE>
dividends for one year upon all of the Class A Preferred Stock then outstanding
and when after the retirement of said junior securities, the corporation shall
have net assets (exclusive of good will and going concern value) of not less
than the redemption price of the outstanding Class A Preferred Stock. No share
of the Class A, Preferred Stock shall be entitled to any dividends from surplus
or net earnings in excess of the aforesaid dividends at the rate of Six ($6.00)
Dollars per annum nor to any share in any other distribution in excess of said
One Hundred Five ($105.00) Dollars plus the amount, if any, by which said Six
($6.00) Dollars per annum from the date after which dividends on said shares
become cumulative to the date of such distribution exceeds the dividends
actually paid thereon or declared and set apart for payment.
(b) Dividends may be paid upon the Common Stock and/or upon any shares which may
be issued junior to said Class A Preferred Stock only when dividends have been
paid or funds have been set apart for the payment of dividends as aforesaid on
the Class A, Preferred Stock from the dates after which dividends thereon became
cumulative to the beginning of the periods then current with respect to which
dividends on the Class A Preferred Stock are usually declared, or if no such
period shall have been established, then to the date fixed for the payment of
such dividends on the Common Stock, but whenever dividends shall have been paid
or funds shall have been set apart for the payment of all dividends on the Class
A Preferred Stock as aforesaid, then dividends upon the Common Stock and/or upon
any other stock junior to said Class A Preferred Stock which may have been then
issued by the corporation and are then outstanding, may be declared payable then
or thereafter out of any surplus or net earnings then remaining. After the
payment of the limited dividends and/or shares in the distribution of the assets
to which the Class A Preferred Stock is expressly entitled in preference to the
other issues of stock in accordance with the provisions herein set forth, the
Common Stock alone (subject to the rights of any class of stock junior to the
said Class A Preferred Stock then outstanding) shall receive all further
dividends and shares in distribution.
(c) Except as otherwise provided herein, only the Common Stock shall have power
to vote, and each holder of such Common Stock shall be entitled to one vote for
such share of such stock outstanding in his name on the books of the
corporation, which right may be exercised in person or by proxy. This is subject
to the right to vote which may be given to any security to be subsequently
issued by this corporation. The Class A Preferred Stock shall not entitle any
holder thereof to vote at any meeting of stockholders or election of the
corporation or otherwise to participate in any action taken by the corporation
or the stockholders thereof except as herein expressly provided, and except for
those purposes, if any, for which said right cannot be denied or waived under
the laws of the State of Georgia.
<PAGE>
(d) Upon the affirmative vote of a majority of the board of directors of the
corporation at any regular meeting or at any special meeting called for that
purpose, the Class A Preferred Stock may be redeemed in whole or in part at any
time at One Hundred Five ($105.00) dollars for each share redeemed, plus the
amount, if any, by which the Six ($6.00) Dollars upon each share from the date
after which dividends thereon became cumulative to the date of redemption
exceeds the dividends actually paid thereon or declared and set apart for
payment thereon from such date to the date of redemption. If, pursuant to the
said action of the board of directors, less than all of the shares of the Class
A Preferred Stock are to be redeemed, the shares to be redeemed shall be
selected in such manner as the board of directors shall determine. The board of
directors, by the vote or consent of a majority of all the members thereof,
shall have the power to select for redemption any particular share or shares of
the Class A Preferred Stock to be redeemed, designating the share or shares of
said class or classes so selected by the number or numbers appearing on the then
outstanding certificate or certificates representing the share or shares so
selected. Notice of the intention of the corporation to redeem the shares of
the Class A, Preferred Stock or any thereof shall be mailed thirty days before
the date of redemption to each holder of record of the shares to be redeemed at
his last known post office address as shown by the records of the corporation.
At any time after such notice has been mailed as aforesaid, the corporation may
deposit the aggregate redemption price (or the portion thereof not already paid
in the redemption of shares to be so redeemed) with any bank or trust company in
the City of Atlanta, a member of the Clearing House of the City of Atlanta, or
with any bank or trust company in the City of New York, a member of the Clearing
<PAGE>
House of the City of New York, named in such notice, payable
in the amounts aforesaid to the respective orders of the record holders of the
shares so to be redeemed on endorsement, if required, any surrender of their
certificates, and thereupon said holders shall cease to be stockholders with
respect to said shares, and from and after the making of such deposit said
holders shall have no interest in or claim against the corporation or its
successor with respect to said shares, but shall be entitled only to receive
said moneys from the said bank or trust company without interest.
(e) The corporation from time to time may re-issue any Class A Preferred Stock
redeemed by it and re-sell any of the stock so redeemed, purchased or otherwise
acquired by it at such price as may be fixed by its board of directors.
(f) No holder of any Class A Preferred Stock of the corporation shall be
entitled as of right to purchase or subscribe for any part of any stock of the
corporation authorized or to be authorized by its charter or any additional
stock of any class to be issued by reason of any increase or change of the
authorized capital stock of the corporation or of any securities which may be
issued by the corporation convertible into stock of the Corporation, but any
stock authorized by its charter or any such additional authorized issue of stock
or of securities convertible into stock may be issued and disposed of by the
board of directors of such persons, firms, corporations or associations for such
considerations and upon such terms and in such manner as the board of directors
may in their discretion determine, without offering any thereof, on the same
terms or on any terms to the holders of Class A Preferred Stock.
(e) The consolidation, merger or amalgamation of the corporation with or into
any other corporation or corporations shall not be deemed a distribution of
assets of the corporation within the meaning of any provision of its charter or
of its certificate of stock.
(h) Upon the vote of a majority of all the directors of the corporation and of
the holders of the majority of the total number of shares of the stock of this
company then outstanding and entitled to vote (or if the vote of a larger
number of different proportion of shares is then required by the laws of the
State of Georgia, notwithstanding the above agreement of the stockholders of the
corporation to the contrary, then upon the vote of the larger number or
different proportion of shares so required) the corporation may from time to
time create or authorize one or more other classes of stock, with such
preferences, designations, rights, privileges, powers, restrictions, limitations
and qualifications as may be determined by said vote, which may be the same or
different from the preferences, designations, rights, privileges, powers,
restrictions, limitations and qualifications of the leases of stock of the
corporation then authorized and/or the corporation may increase
<PAGE>
the number of shares of one or more of the classes of stock then authorized;
Provided, however, that no new class of stock shall hereafter be created which
is entitled to dividends or shares in distribution of all assets in priority to
the Class A Preferred Stock unless the stockholders voting for the creation of
such new class of stock shall include the holders of record of not less than
two-thirds of the number of shares of the Class A Preferred stock voted at the
meeting of stockholders at which the creation of such new class of stock is
considered, or unless the holders of record of not less than two-thirds of the
number of shares of the Class A Preferred Stock then outstanding shall consent
thereto in writing, or which is entitled to dividends or shares in distribution
of all assets in equality with Class A Preferred Stock except on the condition
hereinafter stated.
(i) Whenever the net earnings of the corporation, in excess of fixed charges and
operating expenses (including therein taxes, interest, rentals, insurance and
current repairs and maintenance, but not including charges for renewals and
replacements or of improvements not usually chargeable to operating expenses)
for twelve consecutive calendar months within the immediately preceding fifteen
calendar months shall be in the aggregate not less than three times the amount
payable as dividends for one year upon all of the shares of the Class A
Preferred Stock then outstanding, shares of Class A Preferred Stock, in addition
to those then outstanding, may be issued and sold or otherwise used for the
corporate purposes of the corporation; provided, however, that shares of Class A
Preferred Stock then outstanding when added to the additional shares of stock
issued shall not exceed such a number as will make the aforementioned net
earnings for the said twelve months period less than three times the amount
necessary to pay dividends upon the Class A Preferred Stock then outstanding
plus those to be issued, at the rates herein specified therefor.
(j) The corporation may issue and sell any of its shares of stock without
nominal or par value when authorized by its charter or by subsequent increase of
capital stock or by
<PAGE>
amendments to its charter for such consideration as, in the judgment of the
board of directors (may be the fair value of such shares, and authority of the
board of directors) so to fix such consideration is hereby granted by the
stockholders. Shares of stock without nominal or par value issued for such
consideration so fixed shall be fully paid and not liable to any further call or
assessment thereon nor shall the subscriber or holder be liable to any further
payment.
(k) The holders of the Class A Preferred Stock shall have no right to vote at
any meeting of stockholders of the corporation except in such instances as the
voting of such stock shall be required by the laws of the State of Georgia, and
except that in case of default in the payment of dividends to the extent of Six
($6.00) Dollars existing at any one time on any share of said Class A Preferred
Stock, the holders of such stock voting together as a class shall be entitled to
elect a majority of the board of directors of the corporation, which right shall
continue until all dividend defaults are remedied by payment thereof or by
tender of payment by or on behalf of the corporation, and when such defaults are
remedied shall cease until such defaults shall again occur, in which election
each share of such stock shall be entitled to one vote. The term of office of
all persons who may be directors of the corporation at the date when the right
to elect a majority of the directors shall accrue to the holders of Class A
Preferred Stock, as herein provided, shall terminate upon the election of their
successors at a meeting of the stockholders. Such meeting shall be held at any
time after the accrual of such voting power upon notice similar to that provided
in the by-laws for an annual meeting, and at the request in writing of
<PAGE>
the holders of not less than ten per cent of the number of shares of the then
outstanding Class A Preferred Stock addressed to the Secretary of the
corporation at its principal business address. Upon the termination of such
voting power of the holders of Class A Preferred Stock to elect a majority of
the directors of the corporation the terms of office of the directors of the
corporation so elected by the holders of Class A Preferred Stock shall terminate
upon the election of their successors at a meeting of the stockholders of the
corporation then entitled to vote. Such meeting shall be held at any time after
the termination of such right of the holders of Class A Preferred Stock to elect
a majority of the directors upon notice similar to that provided in the by-laws
for an annual meeting, and at the request in writing of the holders of not less
than ten per cent of the number of shares of the then outstanding stock entitled
to vote at such election, addressed to the Secretary of the corporation at its
principal business office.
9. Upon the surrender to or acquisition by Retail Credit Company of any of the
shares of stock of Retail Credit Company outstanding prior to this amendment to
its charter said shares shall be cancelled and Retail Credit Company shall have
no power to re-issue said shares or to issue any new shares of stock other than
shares authorized by this amendment to its charter.
10. No holder or holders of stock of this company shall be entitled to or shall
have the right to subscribe for, purchase or receive any part of any issue of
stock, Common or Preferred, or bonds, notes, indentures, or other securities
convertible into stock, which may be hereafter issued by this
<PAGE>
company and any such unissued or new or additional shares of stock or bonds,
notes, indentures, or other securities convertible into stock may be issued and
disposed of by the board of directors to such person or persons and on such
terms as the board of directors in their absolute discretion may deem advisable.
That is to say:
The right of pre-emption shall not exist as to the shares of this company herein
authorized or to be hereafter authorized, nor shall it exist as to any
securities which are convertible into stock.
11. This company shall have the right to make by-laws, rules and regulations for
the government of its business; to have a board of directors composed of such
number of the stockholders as the holders of a majority of the stock of this
company then outstanding and entitled to vote may from time to time deem wise.
The said board of directors shall have the authority conferred upon boards of
directors of such companies under the laws of the State of Georgia and as well
such additional authority as may be conferred from time to time upon said board
by the stockholders in meeting assembled. This company shall have the right to
provide for the election of its officers and directors and the organization or
conduct of its business.
12. This company shall have the right to wind up its affairs; to merge or
consolidate with a corporation of this or another State; to sell its assets and
good will; to distribute the proceeds thereof among its creditors and
stockholders upon the vote of the holders of two-thirds of the shares of stock
then outstanding and having the voting power.
13. This company shall have the right to accept amendments to its charter, be
the same material, radical or vital,
<PAGE>
upon the vote of the holders of two-thirds of the then outstanding shares of the
capital stock of this company then entitled to voting power. The acceptance of
any share of stock issued by this company shall be construed to be assent to
this.
14. No stockholder or stockholders of this company owning less than five per
cent. in amount of all of the shares of Common and Preferred stock of this
Company then outstanding shall have the right to require an examination of the
books, papers or documents of this company, without the consent of the company.
15. The duration of the charter of this company shall be extended for a period
of twenty years from the date of the granting of this amendment, with the
privilege of one or more renewals as may from time to time be authorized by the
laws of Georgia.
16. No person who is a stockholder of this company now, or who may become such,
shall be liable for any debt, contract, liability, undertaking or tort of this
company, whether such liability of the company be now existing or hereafter
incurred unless the same be directly incurred or contracted for by such
stockholder.
17. This Company shall have authority to issue shares of stock junior to the
Class A Preferred stock hereinbefore described upon the vote of the holders of a
majority of the shares of stock of this company than outstanding and entitled to
vote thereon. Said shares may be issued in such quantity and amount as may be
deemed to be to the interest of the company, and the same may be disposed of in
such manner and for such purposes as the said stockholders or the directors may
deem to be wise.
NOW, THEREFORE, BE IT FURTHER RESOLVED, that the officers of Retail Credit
Company authorized and directed to file a petition to the Superior Court of
Fulton County, Georgia, to effect the amendment to the charter of Retail Credit
Company in the manner aforesaid, and to take all other and further steps
necessary or proper to accomplish such purpose.
<PAGE>
I, GEORGE A BLAND, do hereby certify that I am Secretary of Retail Credit
Company and that the foregoing is a true and correct copy of a resolution
adopted at a meeting of the stockholders of Retail Credit Company duly and
legally called, assembled, and held on the 27th day of April, 1931, and that
said resolution is now of full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Retail
Credit Company, this 27th day of April 1931.
/s/ Georgia A. Bland
- ---------------------------
Secretary Retail Credit Company
Filed April 27th, 1931. /s/J. W. Summerak, O.S.C.
<PAGE>
IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA
IN THE MATTER OF RETAIL CREDIT COMPANY NO. 12561
It having been made to appear that the petition of Retail Credit Company was
duly filed in the office of the clerk of this court, and that a copy of said
petition and the exhibit thereto have been published once a week for four
successive weeks in the Fulton County Daily Report, the nearest public gazette
to the point where the business of Retail Credit Company is located; and
It having been made to appear to the Court that every stockholder of Retail
Credit Company has consented to the amendment of the charter of Retail Credit
Company in the manner set out in said petition; and
It further appearing that the petition is within the purview of the statutes in
such causes made and provided, and that there is no objection thereto,
IT IS CONSIDERED, ORDERED, ADJUDGED AND DECREED that the prayers of the
aforesaid petition of Retail Credit Company be and the same are hereby granted
and that the charter of said Retail Credit Company be and the same is hereby
amended in the manner set out in said petition and the exhibit thereto. Let
said petition and this order be entered on the minutes of this Court and let the
petitioner pay the costs of this proceeding.
This 25th day of May, 1931.
/s/ John D. Humphries
- ---------------------------
Judge Superior Court Atlanta Circuit.
Recorded June 26, 1931.
<PAGE>
IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA
In the matter of petition of)
Retail Credit Company to)
amend its charter)
In consideration of the foregoing petition filed in the office of the Clerk of
the Superior Court of Fulton County, Georgia, on the first day of December,
1922, of Retail Credit Company to increase its authorized capital stock to One
Million ($1,000,000.00) Dollars, and it being made to appear to the Court that
the said petition is within the purview of the provisions of the Code of the
State of Georgia in such matters made and provided, and it further appearing
that said petition has been advertised once a week for four successive weeks in
the Fulton County Daily Report, a newspaper in general circulation in Fulton
County, Georgia, and that twenty-eight days have elapsed since the time of
filing said petition;
IT IS ORDERED, ADJUDGED and DECREED that the prayers of said petition be granted
and that the charter of said Retail Credit Company be and it is hereby amended
so that the authorized capital stock of said Retail Credit Company shall
henceforth be the sum of One Million ($1,000,000.00) Dollars; the said increase
to be made from time to time upon the vote of the holders of the majority of the
then outstanding shares of stock entitled to vote, and to be made in common or
preferred stock, either or both.
Let this order be entered upon the minutes of this Court. This December 30,
1922.
/s/ W. D. Ellis
- ---------------------------
Judge, Superior Court, Atlanta Circuit.
<PAGE>
G E O R G I A.
FULTON COUNTY.
TO THE SUPERIOR COURT OF SAID COUNTY.
The petition of Retail Credit Company, a corporation, organized and existing
under and by virtue of this Honorable Court, respectfully shows as follows:
1. Your petitioner became a body corporate under and by virtue of an order of
this Honorable Court, dated December 20th, 1913.
2. The capital stock of this corporation as authorized by this charter was Fifty
Thousand ($50,000) Dollars, with the privilege of increasing the same from time
to time up to One Hundred Thousand ($100,000) Dollars.
3. By amendments to said charter heretofore granted by the Honorable Court, the
authorized capital stock of this company has been increased up to Three Hundred
Thousand ($300,000) Dollars, then up to Four Hundred Thousand ($400,000)
Dollars, and then up to Five Hundred Thousand ($500,000) Dollars, all of which
said increase to be made upon the vote of the holders of the majority of the
then outstanding shares of stock entitled to vote, and then to be made in
common or preferred stock, either or both.
4. At a meeting of the stockholders of this corporation on the first day of
December, 1922, a resolution was adopted seeking to amend the charter of this
company so as to authorize the increase of its capital stock from time to time
up to One Million ($1,000,000) Dollars, said increase to be made upon the vote
of the holders of the majority of the then outstanding shares of stock entitled
to vote, and to be made in common or preferred stock, either or both. A
certified copy of said resolution is hereto attached and made a part hereof.
5. Your petitioner, therefore, desires to have its said charter so amended that
its maximum authorized capital stock shall be one million ($1,000,000) Dollars,
and said increase may be made upon the vote of the holders of the majority of
the then outstanding shares of capital stock entitled to vote, and that said
increase may be made in common or preferred stock, either or both, and in such
proportions as may be determined by the vote of said stockholders.
Wherefore, your petitioner prays that its said charter be amended as herein set
out.
/s/ Alston, Alston, Frosture & Moore
- -------------------------------------
Petitioner's Attorneys
<PAGE>
I, T. G. Woolford, Secretary of Retail Credit Company, do hereby certify that
the following is a true and correct copy of a resolution of the Stockholders of
Retail Credit Company duly and legally adopted by the Stockholders of Retail
Credit Company in lawful meeting assembled, on the 1st day of December, 1922.
Witness my hand and seal of this Company, this the 1st day of December, 1922.
/s/ T. G. Woolford
- ---------------------------
Secretary of Retail Credit Company.
BE IT RESOLVED by the stockholders of the Retail Credit Company in lawful
meeting assembled, that its charter be amended in the following respects:
So that this Company shall have the power to increase its capital stock from
time to time up to Ten Hundred Thousand ($1,000,000) Dollars par value, said
increase or increases to be made upon the vote of the holders of the majority of
the then outstanding shares of stock entitled to vote. Said increased stock may
be issued in common or preferred stock, either or both, and if issued in
preferred stock, shall have such rights, priorities, powers and privileges, and
only such rights, priorities, power and privileges, as are conferred upon it by
the resolution authorizing the same:
BE IT FURTHER RESOLVED that the President or Vice-President of this Company is
authorized to do all the things necessary
to be done in order to give full force and effect to the resolution.
<PAGE>
GEORGIA,
FULTON COUNTY.
TO THE HONORABLE THE SUPERIOR COURT OF SAID COUNTY:
This, the petition of Retail Credit Company, a corporation organized and
existing under and by virtue of an order of this Honorable Court, respectfully
shows:
1.
Your petitioner became a body corporate under and by virtue of an order of this
Honorable Court dated December 2O, 1913.
2.
The charter was amended by an order dated the 30th day of November, 1915,
reducing the authorized capital stock from $1,000,000.00 to $300,000.00. It was
further amended by order of this Honorable Court on the 8th day of December,
1919, increasing the authorized capital stock to $400,000.00.
3.
Your petitioner attaches hereto a certified copy of resolution adopted by its
stockholders in lawful meeting assembled on the 19th day of April, 1921, which
said resolution is made a part of this petition and of this paragraph, reference
to which as often as may be necessary is prayed.
4.
Petitioner desires that its charter be now amended in each and every respect,
and so that it will have each and every of the powers, rights and privileges
mentioned or set out in the aforementioned resolution.
THEREFORE, petitioner prays that after its petition shall have been published in
the manner required by law, an order be entered amending its charter in each and
every respect as herein set out.
/s/ Robert C. & Philip H. Alston
- ---------------------------------
Attorneys for Petitioner
<PAGE>
I, T. G. Woolford, Secretary of Retail Credit Company, do hereby certify that
the following is a true and correct copy of a resolution of the Stockholders of
Retail Credit Company duly and legally adopted by the stockholders of Retail
Credit Company in lawful meeting assembled, on the 19th day of April, 1921.
WITNESS my hand and the seal of this Company, this the 20 day of April, 1921.
/s/ T. G. Woolford
- ---------------------------
Secretary of Retail Credit Co.
BE IT RESOLVED by the stockholders of Retail Credit Company, in lawful meeting
assembled, that its charter be amended in the following respects:
So that this Company shall have the power to increase its capital stock from
time to time up to Five Hundred Thousand ($500,000.00) Dollars par value, said
increase or increases to be made upon the vote of the holders of a majority of
the then outstanding shares of stock entitled to vote. Said increased stock may
issued in common or preferred stock, either or both, and, if issued in preferred
stock, shall have such rights, priorities, powers and privileges, and only such
rights, priorities, powers and privileges as are conferred upon it by the
resolution authorizing the same;
So that no stockholder or stockholders of this Company owning less than five
percent, in amount of all of the shares, common and preferred, then outstanding,
shall have the right to examine the books, papers or documents of this Company
without the consent of this Company; So that no holder or holders of stock of
this Company shall be entitled to, or shall have the right to, subscribe for,
purchase or receive any part of any stock to be authorized under these
resolutions, or any future resolution, or of any new or additional issue of
stock, preferred or common, or of bonds, notes, indentures or other securities
convertible into stock, but any such unissued, new or additional shares of stock
or bonds, notes, indentures or other securities convertible into stock may be
issued and disposed of by the Board of Directors to such person or persons, and
on such terms, and for such consideration (so far as it may be permitted by law)
as the Board of Directors, in their absolute discretion, may deem advisable;
So that the charter of this Company be extended for a period of twenty years
from the time this amendment is granted by the Superior Court of Fulton County,
Georgia.
BE IT FURTHER RESOLVED that the President or Vice President of this Company is
authorized to do all things necessary to be done in order to give full force and
effect to this resolution.
<PAGE>
GEORGIA, FULTON COUNTY:
To the Superior Court of said County:
The petition of Retail Credit Company, a corporation organized and existing
under and by virtue of an order of this Honorable Court respectfully shows:
1. Your petitioner became a body corporate under and by virtue of an order of
this Honorable Court dated December 20, 1913.
2. The capital stock of said Company as originally authorized by its charter was
$50,000.00 with privilege of increasing the same from time to time up to
$1,000,000.00.
3. By an amendment granted by this Honorable Court on the 20th day of October,
1915, covering the authorized capital stock it was so amended as to authorize an
increase of the capital stock from time to time up to $300,000.00 said increase
to be made upon the vote of the holders of a majority of the then outstanding
capital stock.
4. At a meeting of the stockholders of said corporation on the 28th day of
October, 1919 a resolution was adopted seeking to amend the charter of the
Company so as to authorize the increase of its capital stock from time to time
up to $400,000.00, said increase to be made upon the vote of the holders of a
majority of the then outstanding shares of stock entitled to vote and to be made
in common or preferred stock, either or both. The said resolution further
contained a provision for extending the period of the incorporation for a
period of twenty years from the date of this amendment. A certified copy of
said resolution is hereto attached and made a part hereof.
5. Your petitioner, therefore, desires to have its said charter so amended that
its maximum authorized capital stock shall be $400,000.00, and that said
increase may be made upon the vote of the holders of a majority of the then
outstanding share of capital stock entitled to vote, and that said increase may
be made in common or preferred stock, either or both, and in such proportions as
may be determined by the vote of said stockholders.
WHEREFORE your petitioner prays that its said charter be amended as herein set
out.
/s/ Robert C. & Philip H. Alston
- --------------------------------
Petitioner's Attorneys
<PAGE>
BE IT RESOLVED by the Stockholders of Retail Credit Company, in meeting
assembled, that its charter be amended so that this Company shall have the power
to increase its capital stock from time to time up to Four Hundred Thousand
($400,000.00) Dollars, the said increase to be made upon the vote of (the
holders of a majority of the then outstanding shares of) stock entitled to vote.
Said increase may be issued in common or preferred stock, either or both.
BE IT FURTHER RESOLVED that the charter of the Company be extended for a period
of twenty (20) years from the time this amendment is granted by the Superior
Court of Fulton County, Georgia.
BE IT FURTHER RESOLVED that the President, or either Vice-President of this
Company, is authorized to do all things necessary to be done in order to procure
this amendment.
I, T. G. Woolford, Secretary of Retail Credit Company, do hereby certify that
the foregoing is a true and correct copy of resolution adopted by the
Stockholders of Retail Credit Company in lawful corporate meeting assembled, at
the office of said Company on the 28 day of October, 1919.
WITNESS my hand and official seal, this the 29 day October, 1919.
/s/ T. G. Woolford
- ---------------------------
<PAGE>
GEORGIA, FULTON COUNTY:
In the Superior Court of said County:
Whereas Retail Credit Company, a corporation organized and existing under and by
virtue of an order of this Honorable Court has filed its petition in the office
of the Clerk of the Superior Court of Fulton County, Georgia, seeking an
amendment of its charter heretofore granted so that the capital stock of said
corporation may be increased from time to time
to the sum of $400,000.00, and seeking to have the period of its incorporation
extended for twenty years from date and,
Whereas it appears that a resolution was adopted at a meeting of the
stockholders of said Retail Credit Company authorizing the aforementioned
amendment and that the petition, together with a certified copy of said
resolution of the stockholders have been published in the Fulton County Daily
Report, a daily newspaper of said County, once a week for four weeks prior to
the date of this order.
Therefore, it is hereby ordered and directed that said application for amendment
be granted
as prayed for.
This 8 day of December, 1919.
/s/ J. T. Pendleton
- ---------------------------
Judge Superior Court
Atlanta Circuit
<PAGE>
GEORGIA,
FULTON COUNTY.
IN THE SUPERIOR COURT OF SAID COUNTY:
The petition of RETAIL CREDIT COMPANY, a corporation organized and existing
under and by virtue of an order of this Honorable Court, respectfully shows:
1.
Your petitioner became a body corporate under and by virtue of an order of this
Honorable Court dated December 20, 1913.
2.
Paragraph 4 of its said charter provided as follows:
"The capital stock of said Company shall be $50,000. Petitioners desire said
Company to have the power to increase said capital stock from time to time up to
$1,000,000, the said increase to be made upon the vote of the holders of a
majority of the then outstanding capital stock. The said capital stock to be
paid in money, property and in going business and good will, taken at its
reasonable market value. Ten per cent of said capital stock has
been paid in."
3.
Petitioner further shows that at a meeting of its stockholders held at its
office on the 30th day of October, 1915, a resolution was adopted directing that
an amendment to its charter heretofore granted be applied for, seeking to reduce
its capital stock from $1,000,000, as set out in paragraph 4 of its charter, to
the sum of $300,000. A certified copy of said resolution is hereto attached and
made a part hereof.
<PAGE>
4.
Your petitioner therefore desires to have its said charter so amended that its
maximum authorized capital stock shall be $300.000, and that said paragraph 4 of
its charter be amended so as to read as follows:
<PAGE>
GEORGIA,
FULTON COUNTY.
TO THE SUPERIOR COURT OF SAID COUNTY:
WHEREAS, Retail Credit Company, a corporation organized and existing under and
by virtue of an order of this Honorable Court, has filed its petition in the
office of the Clerk of the Superior Court of Fulton County, Georgia, seeking an
amendment of its charter heretofore granted, so that the capital stock of said
corporation shall be reduced from the sum of One Million ($1,000,000.00)
Dollars, to the sum of Three Hundred Thousand ($300,000.00) Dollars; and
WHEREAS, it appears that a resolution was adopted at a meeting of the
stockholders of said Retail Credit Company, authorizing the aforementioned
amendment, and that the petition, together with a certified copy of said
resolution of the stockholders has been published in the Fulton County Daily
Report, a daily newspaper of said County, once a week for four weeks prior to
the date of this order.
IT IS HEREBY ORDERED AND DECREED that said application for amendment be granted
as prayed for.
This the 30th day of November, 1915.
/s/ J. T. Pendleton
- ---------------------------
Judge S.C.A.C.
"The capital stock of said Company shall be $50,000. Petitioners desire said
Company to have the power to increase said capital stock from time to time up to
$300,000, the said increase to be made upon the vote of the holders of a
majority of the then outstanding capital stock. The said capital stock to be
paid in money, property, and in going business and good will taken at its
reasonable market value. Ten per cent of said capital stock has been paid in.
WHEREFORE, petitioner prays that its charter be amended as herein set out.
/s/ Robert C. & Philip H. Alston
- --------------------------------
Petitioners' Attorneys
<PAGE>
EXHIBIT "A"
RESOLVED, That an amendment to the charter of the Retail Credit Company be
applied for so that the maximum authorized capital stock of said corporation
shall be reduced from $1,000,000.00, as authorized in its charter granted
December 20, 1913, to the sum of $300,000.00.
I, T. G. Woolford, Secretary of the Retail Credit Company, do hereby certify
that the foregoing is a true and correct copy of a resolution adopted by the
stockholders of the Retail Credit Company, in lawful corporate meeting assembled
and held on the 30th day of October, 1915.
Witness my hand and official seal this the 30th day of October, 1915.
/s/ T. G. Woolford
- ---------------------------
Secretary Retail Credit Company
<PAGE>
GEORGIA.
FULTON COUNTY.
TO THE HONORABLE THE SUPERIOR COURT OF SAID COUNTY:
This the petition of Cator Woolford, T. G. Woolford, George A. Bland, of said
County and State, and Emory J. Hyde, of the City and State of New York, and
Walter C. Hill and Claude K. Frederick, of the County of Fulton, State of
Georgia, respectfully represents unto this Honorable Court as follows:
1 Your petitioners desire, for themselves, their associates, successors and
assigns, to be incorporated and made a body politic under the name and style of
RETAIL CREDIT COMPANY for a period of twenty (20) years with the privilege of
renewal as authorized by the laws of the State of Georgia.
2 The object of said company to be pecuniary gain to its stockholders. The
particular business in which it desires to engage in the making of reports to
insurance companies concerning the propriety or advisability of accepting
applications for insurance; the making of financial reports on all matters of
financial concern to its patrons; the making of investigations for the purpose
of furnishing information in reference to investments and credits; the doing of
a general reporting business and the issuing of such publications as may from
time to time be deemed necessary or advisable in the conduct of its business;
the lending of money upon such security as its corporate authority may approve;
the acquiring of real estate and personal property necessary and proper to
conduct its business, and petitioners desire the corporation, to have the power
to borrow money and to secure the same in such a way as may be known to law.
3 The principal place of business of said company shall be in the County of
Fulton, State of Georgia, though it desires to have the power and right to
establish branch offices in various parts of the United States of America and
elsewhere.
4 The capital stock of said company shall be Fifty Thousand Dollars
($50,000.00). Petitioners desire said company to have the power to increase the
said capital stock from time to time up to One Million Dollars ($1,000,000.00)
the said increase to be made upon the vote of the holders of a majority of the
then outstanding capital stock, the said capital stock to be paid in money,
property, and in going business and good-will taken at its reasonable market
value. Ten per cent (10%) of said minimum capital stock has been paid in.
5 Petitioners desire that said company shall have the right to make by-laws,
rules and regulations for the government of its business; to have a Board of
Directors composed of such number of the stockholders as the holders of a
majority of the stock of this company may from time to time deem wise. The said
Board of
<PAGE>
Directors shall have the authority conferred upon boards of directors of such
companies under the laws of the State of Georgia and, as well, such additional
authority as may be conferred upon said board by the stockholders in meeting
assembled. The said company shall have the right to provide for the election of
officers and for the organization and conduct of its business.
6 Petitioners desire said company to have the right to wind up its affairs, to
sell its assets and good-will, and to distribute the proceeds thereof among its
creditors and stockholders, upon a vote of the holders of two-thirds of the
shares of stocK then outstanding and having the voting power.
7 Petitioners desire said corporation to have the right and power to issue any
part of its authorized capital stock in preferred stock; the said preferred
stock to have such rights and preferences--and only such rights and preferences-
- -as may be voted thereto by the holders of a majority of the stock then
outstanding and having the voting power.
8 Petitioners desire said corporation to have the right to accept amendments to
this charter, be the same material or immaterial, upon the vote of the holders
of sixty per cent (60%) of the then outstanding shares of the capital stock of
this company then entitled to the voting power, said vote to be had at any
lawful meeting.
9 Your petitioners pray that this petition be published in the manner required
by the laws of the State of Georgia and, after publication thereof in such
manner, an order be entered declaring your petitioners, for themselves, their
successors and associates, to be incorporated and made a body politic under the
name and style hereinabove set out, with the powers hereinabove referred to, for
the time hereinabove mentioned, and that all offers and decrees necessary and
proper to this end be entered.
<PAGE>
IN THE SUPERIOR COURT OF FULTON COUNTY, GEORGIA.
In the matter of Petition for Charter of RETAIL CREDIT COMPANY.
In consideration of the foregoing petition and it being made to appear to the
court that the said petition is within the purview of the provisions of the Code
of the State of Georgia in such matters made and provided, and it further
appearing that petition has been advertised once a week for four successive
weeks in the Fulton County Daily Report, a newspaper of general circulation in
Fulton County, Georgia, and twenty-eight days have elapsed since the time of
filing said petition:
IT IS ORDERED, adjudged and decreed that the prayers of said petition be granted
and that petitioners Cator Woolford, T. G. Woolford, George A. Blount, Emory J.
Hyde, Walter C. Hill and Claude M. Frederick, for themselves, their associates,
successors and assigns, are hereby made a body corporate and politic under the
name and style of Retail Credit Company for a period of twenty years with the
privilege of renewal as allowed by the laws of the State of Georgia, with all
the rights, powers and privileges set out and prayed for in the foregoing
petition, together with all other rights, powers and privileges which are
inherent in corporations under the laws of the State of Georgia. Let this order
be entered upon this court.
December 20/13
/s/ J. T. Pendleton
- ---------------------------
Judge S.C.A.C.
<PAGE>
IN THE SUPERIOR COURT OF FULTON COUNTY
BY PARTE
RETAIL CREDIT COMPANY
This the petition of RETAIL CREDIT COMPANY respectfully represents unto this
Honorable Court as follows:
This Company was incorporated by order of this Honorable Court on the 2Oth day
of December, 1913. The charter was amended by order of this Honorable Court on
the 20th day of November, 1915; and again amended by like order entered on the
8th day of December, 1919. It was again amended by order of this Court entered
on the 20th day of May, 1921 and again amended by order of this Court entered on
December 30th, 1922.
Your petitioner desires a renewal of its charter, as set out in the original
articles of incorporation and the amendments thereto, except in so far as those
amendments are inconsistent with the amendment which it now desires.
Your petitioner desires a further amendment to its said charter as is shown by
certified copy of abstract from the minutes of the meeting of the stockholders
of your petitioners held on the 16th day of October, 1928 which said certified
abstract is hereto attached and marked "Exhibit A." The said abstract shows
that the said application for renewal and for amendments has been authorized by
proper corporate action.
WHEREFORE, petitioner prays that this petition be filed in the office of the
Clerk of this Court, and that after publication thereof once a week for four
weeks in the nearest public gazette to the point where such business is located,
an order be entered declaring this application to be granted, and that thereupon
petition and order shall be recorded in the office of the Clerk of this Court in
the manner prescribed bylaw.
Petitioner prays for such other and further relief as may be meet and proper.
Retail Credit Co.
- ---------------------------
by C.M. Frederick, Treas.
by James C. Malone, Vice Pres.
Alston, Alston, Foster, Moise, Attorney for Petitions
Filed Oct. 18 - 1928
T. C. Miller. C.S.C. (seal)
<PAGE>
On motion duly made and seconded, it was unanimously
"RESOLVED that this Company do cause its charter to be
amended as follows:
(1) So that it will be authorized to create and issue shares of common stock
without par value, and to exchange the present outstanding par value common
stock of this Company in such proportion and at such ratio as may be fixed by
the Board of Directors of this Company in regular or called meeting for shares
of said no-par value common stock; and as well to sell any of the said common
stock from time to time for the corporate purposes of this Company at such
amount or amounts as may be fixed from time to time by the Board of Directors.
(2) To create Participating Preferred Stock of no par value and to exchange the
same for the present shares of par value Class A preferred stock of this
Company, upon such ratio and in such proportion as may be fixed by the Board of
Directors of this Company in regular or called meeting assembled, and to
likewise sell the same from time to time for the corporate purposes of this
Company at such price or prices as may be fixed from time to time by Board of
Directors of the Company.
(3) Said Participating Preferred Stock shall have the following preferences,
powers, characteristics, limitations and exemptions:
(a) The acting power at any and all corporate meetings of this Company upon
equality, share for share, with the common stock; and the right to have
cumulative dividends out of the earnings or surplus of this Company, when
declared by the Board of Directors of this Company, at the rate of Two ($2.00)
Dollars per share per annum in preference to and in priority over the shares of
the common stock of this Company: provided that, when the payment of any
quarterly of semi-annual of annual dividend at the rate of Two ($2.00) Dollars
per annum shall have been made or set aside on all of the shares of this
Participating Preferred Stock then outstanding, and all accumulated dividends at
the rate of Two ($2.00) Dollars per share per annum on this Preferred Stock
shall have been paid, each share of the common stock of this Company shall be
entitled to receive, share for share, an equal dividend for such period out of
the earnings or surplus of this Company when declared by the Board of Directors.
Thereafter, the shares of this Participating Preferred Stock and of the common
stock shall share equally in all dividends declared by the Board of Directors
out of the surplus or earnings for that period, share for share.
(b) The Board of Directors of Retail Credit Company may call said shares of
Participating Preferred Stock when and as often as it may deem it proper to do
so. In making such call or calls, the Board of Directors may call all or any
part or parts of said stock; and if less than the whole is called, may designate
the shares of stock to be called in any manner that it may deem
<PAGE>
proper or in making such designation, it may call a proportionate part of the
stock of each of the holders of this Participating Preferred Stock; or it may
ascertain the shares to be called by lot in a manner to be fixed by it; or the
Board may call the whole or any part of the shares owned by any holder or
holders of this preferred stock named by the Board of Directors in the
resolution making such call or calls.
(c) The Retail Credit Company shall pay over to the respective holders of the
shares of this stock so called the amount due as herein set out; said payments
to be made to each shareholder upon the surrender of the shares so called duly
stamped and transferred; or it may deposit the callable price of said stock at
any bank determined by it to be in good standing in the City of Atlanta, Georgia
for the account of the holders or holders of the share or shares of stock so
called to be paid upon the surrender of the certificate or certificates
evidencing the stock so called duly stamped and transferred; and in either event
said shares shall immediately cease to be entitled to participate in the
earnings and dividends of the Retail Credit Company, and shall have no further
right in the said Company or its assets.
(d) The shares of this Participating Preferred Stock acquired by the Company in
any manner herein specified and paid for by it may be thereafter reissued by the
Retail Credit Company and sold or exchanged upon such terms as the Board of
Directors may determine.
(e) The price at which any share of this Preferred Stock may be called, shall
be that part of the net book value of the properties of this Company ascertained
as herein provided, attributable at the end of the fiscal year next preceding
such call to one share of this Participating Preferred Stock outstanding at the
end of said fiscal year.
(f) In attributing the net book value of the properties of this Company to the
shares of this Participating Preferred Stock, the shares of common stock and
this Participating Preferred Stock shall be treated on exact equality.
<PAGE>
STATE OF GEORGIA
COUNTY OF FULTON
I, J. W. Simmons, Clerk of the Superior Court of Fulton County, Georgia, do
hereby certify that the within and foregoing is a true and correct copy of
petition of Cator Woolford, et al, for incorporation under the name and style of
RETAIL CREDIT COMPANY and the order of Court thereon allowing same, No. 4778
ALSO petition of Retail Credit Company for Charter amendment, and the order of
Court thereon allowing same, No. 5351
ALSO petition of Retail Credit Company for Charter amendment, and the order of
Court thereon allowing same, No. 6549
ALSO petition of Retail Credit Company for Charter amendment, and the order of
Court thereon allowing same, No. 7271
ALSO petition of Retail Credit Company for Charter amendment, and the order of
Court thereon allowing same, No 7962
ALSO petition of Retail Credit Company for Charter amendment and renewal, and
the order of Court thereon allowing same, No. 11148
ALSO petition of Retail Credit Company for Charter amendment, and the order of
Court thereon allowing same, No. 12561 Fulton County, Georgia records, all of
which appears of file and record in this office.
Given under my hand and seal of office This the 15th day of March, 1951.
/s/ J.W. Simmons
- ---------------------------
DEPUTY CLERK, SUPERIOR COURT
FULTON COUNTY, GEORGIA
<PAGE>
EXHIBIT 10.4
The Company currently has change in control agreements in effect with the
following officers: D. W. McGlaughlin, Thomas Chapman, S. A. Searle, Derek
Smith, J.C. Chartrand, Joe Dawson, D.U. Hallman and Dan Kohl. These agreements
are substantially identical in all material respects except as to the parties
thereto, dates of execution and other details, which are not material. A copy of
one such agreement is filed herewith.
<PAGE>
______________
Senior Vice President
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, Georgia 30302
Dear :
------------------
Equifax Inc. (the "Company") considers the establishment and maintenance of a
sound and vital management to be essential to protecting and enhancing the best
interests of the Company and its shareholders. In this connection, the Company
recognizes that, as is the case with many publicly held corporations, the
possibility of a change in control may exist and that such possibility, and the
uncertainty and questions which it may raise among management, may result in the
departure or distraction of management personnel to the detriment to the Company
and its shareholders. Accordingly, the Executive Committee of the Board of
Directors of the Company (the "Committee") has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including yourself, to their
assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a change in control of the
Company.
In order to induce you to remain in the employ of the Company, this letter
Agreement sets forth the severance benefits which the Company agrees will be
provided to you (in lieu of any severance pay you would otherwise receive in
accord with the Company's general practices) in the event your employment with
the Company is terminated subsequent to a "change in control of the Company" (as
defined in Section 3 hereof) under the circumstances described below.
1. Company's Right to Terminate. Upon a change in control of the Company (as
----------------------------
defined in Section 3 hereof) the Company may terminate your employment at any
time subject to providing the benefits hereinafter specified in accordance with
the terms hereof.
2. Term of Agreement. This Agreement shall commence on the date hereof and
-----------------
shall continue in effect until December 31,
<PAGE>
- ------------------
April 22, 1992
Page 2
1997, provided, however, that commencing on January 1, 1993 and each January 1
thereafter, the term of this Agreement shall automatically be extended for one
additional year unless at least 60 days prior to such January 1 date, the
Company shall have given notice that it does not wish to extend this Agreement;
and provided, further, that this Agreement shall continue in effect beyond the
term provided herein, but not beyond your attainment of the age of sixty five
(65), if a change in control of the Company as defined in Section 3 hereof shall
have occurred during such term.
3. Change In Control. No benefits shall be payable hereunder unless there
-----------------
shall have been a change in control of the Company, as set forth below, and your
employment by the Company, shall thereafter have been terminated in accordance
with Section 4 below. For purposes of this Agreement, a "change in control of
the Company" shall be deemed to exist in the event any person, corporation,
partnership or other entity, either alone or in conjunction with its
"affiliates" as that term is defined in Rule 405 of the General Rules and
Regulations under the Securities Act of 1933, as amended, or other group of
persons, corporations, partnerships or other entities who are not affiliates,
but who are acting in concert, are determined to own of record or beneficially
more than fifty percent (50%) of the shares of outstanding stock of any class of
voting stock of the Company.
4. Termination Following Change in Control. If any of the events described in
---------------------------------------
Section 3 hereof constituting a change in control of the Company shall have
occurred, you shall be entitled to the benefits provided in Section 5 hereof
upon the subsequent termination of your employment within five (5) years from
the date of such change in control, unless such termination is (a) because of
your death, (b) by the Company for Cause or Disability or (c) by you other than
for Good Reason.
(i) Death During Employment. If you die during the term of your
-----------------------
employment, this Agreement shall terminate at the end of the month in which
your death occurs.
(ii) Disability. If you have a Disability, you shall be entitled to the
----------
benefits described in Section 5(i) hereof. Termination by the Company of
your employment based on "Disability" shall mean termination because of
your absence from your duties with the Company on a full-time basis for 180
consecutive calendar days, as a result of your incapacity due to physical
or mental illness, unless within thirty (30) days after Notice of
<PAGE>
- ------------------
April 22, 1992
Page 3
Termination (as hereinafter defined) is given following such absence you
shall have returned to the full-time performance of your duties.
(iii) Cause. If you terminate due to Cause, you shall be entitled to the
-----
benefits described in Section 5(ii) hereof. Termination by the Company of
your employment for "Cause" shall mean termination upon (A) the willful and
continued failure by you to substantially perform your duties with the
Company (other than any such failure resulting from your incapacity due to
physical or mental illness), after a demand for substantial performance is
delivered to you by the Chief Executive Officer of the Company which
specifically identifies the manner in which such Chief Executive Officer
believes that you have not substantially performed your duties, or (B) the
willful engaging by you in misconduct which is materially injurious to the
Company, monetarily or otherwise. For purposes of this paragraph, no act,
or failure to act, on your part shall be considered "willful" unless done,
or omitted to be done, by you not in good faith and without reasonable
belief that your action or omission was in the best interest of the
Company. Notwithstanding the foregoing, you shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered
to you a copy of a Notice of Termination from the Chief Executive Officer
of the Company after reasonable notice to you and an opportunity for you,
together with your counsel, to be heard before (i) the Chief Executive
Officer, or (ii) if you are an elected officer of the Company, the Board of
Directors of the Company, finding that in the good faith opinion of such
Chief Executive Officer, or, in the case of an elected officer, finding
that in the good faith opinion of two-thirds of the Board of Directors that
you were guilty of conduct set forth above in Clauses (A) or (B) of this
sub-paragraph, and specifying the particulars thereof in detail.
(iv) Good Reason. If you terminate due to Good Reason, you shall be
-----------
entitled to the benefits described in Section 5(iii) hereof. Termination
by you of your employment for "Good Reason" shall mean termination based
on:
(A) The assignment to you of any duties inconsistent with your
positions, duties, responsibilities and status with the Company
immediately prior to a change in control, or a
<PAGE>
- ------------------
April 22, 1992
Page 4
change in your reporting responsibilities, titles or offices as in
effect immediately prior to a change in control, or any removal of
you from or any failure to re-elect you to any of such positions,
except in connection with the termination of your employment for
Cause or Disability or as a result of your death or by you other
than for Good Reason;
(B) A reduction by the Company in your base salary as in effect on
the date hereof or as the same may be increased from time-to-time;
(C) A failure by the Company to continue the Company's incentive
compensation plan(s) as the same may be modified from time-to-time
but substantially in the form currently in effect immediately prior
to a change in control of the Company (the "Plan"), or a failure by
the Company to continue you as a participant in the Plan on at least
the present basis or to pay you the amounts which you would be
entitled to receive based on the Company's performance in accordance
with the Plan;
(D) The Company's requiring you to be based anywhere other than the
location where you are based immediately prior to a change in
control of the Company except for required travel on the Company's
business to an extent substantially consistent with your present
business travel obligations, or in the event you consent to any such
relocation, the failure by the Company to pay (or reimburse you for)
all reasonable moving expenses incurred by you or to indemnify you
against any loss realized in the sale of your principal residence in
connection with any such relocation;
(E) The failure by the Company to continue in effect any benefit,
retirement or compensation plan, performance share plan, stock
option plan, life insurance plan, health and accident plan,
disability plan or another benefit plan in which you are
participating at the time of a change in control of the Company (or
plans providing you with substantially similar benefits), the taking
of any action by the Company which would adversely affect your
participation or
<PAGE>
- ------------------
April 22, 1992
Page 5
materially reduce your benefits under any of such plans or deprive
you of any material fringe benefit enjoyed by you at the time of the
change in control, or the failure by the Company to provide you with
the number of paid vacation days to which you are then entitled in
accordance with the Company's normal vacation practices in effect on
the date hereof;
(F) The failure by the Company to obtain the assumption of the
agreement to perform this Agreement by any successor, as
contemplated in Section 6 hereof; or
(G) Any purported termination of your employment which is not
effected pursuant to a Notice of Termination satisfying the
requirements of paragraph (v) below (and, if applicable, Paragraph
(iii) above); and for purposes of this Agreement, no such purported
termination shall be effective.
(v) Notice of Termination. Any purported termination by the Company
---------------------
pursuant to Paragraphs (ii) or (iii) above or by you pursuant to
Paragraph (iv) above shall be communication by written Notice of
Termination to the other party hereto. For purposes of this Agreement, a
"Notice of Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of your employment under the provisions so indicated.
(vi) Date of Termination. "Date of Termination" shall mean (A) if your
-------------------
employment is terminated by your death, the end of the month in which your
death occurs, (B) if your employment is terminated for Disability, thirty
(30) days after Notice of Termination is given (provided that you shall not
have returned to the performance of your duties on a full-time basis during
such thirty (30) day period), (C) if your employment is terminated pursuant
to Paragraph (iii) above, the date specified in the Notice of Termination,
and (D) if your employment is terminated for any other reason, the date on
which a Notice of Termination is given; provided in all events that if
within thirty (30) days after any Notice of Termination is given, the party
receiving such Notice of Termination notifies the other party that a
dispute
<PAGE>
- ------------------
April 22, 1992
Page 6
exists concerning the termination, the Date of Termination shall be the
date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding and final arbitration award if
agreed upon by you and the Company, or by a final judgment, order or decree
of a court of competent jurisdiction, the time for appeal therefrom having
expired and no appeal having been perfected.
5. Compensation Upon Termination or During Disability.
--------------------------------------------------
(i) During any period prior to your attainment of the age of sixty-five
(65) that you fail to perform your duties hereunder as a result of
incapacity due to physical or mental illness, you shall continue to receive
your full base salary at the rate then in effect and any bonus payments
under the Plan paid during such period until this Agreement is terminated
pursuant to Paragraph 4(ii) hereof. Thereafter, your benefits shall be
determined in accordance with the Company's long-term disability plan then
in effect.
(ii) If your employment shall be terminated for Cause, the Company shall
pay you your full base salary through the Date of Termination at the rate
in effect at the time Notice of Termination is given. The Company shall
have no further obligation to you under this Agreement and all supplemental
benefits shall be terminated. (This Agreement has no effect upon the
retirement benefits to which you are or will be entitled under the
Company's Retirement Plan and other tax qualified employee benefit plans,
as amended from time-to-time).
(iii) If prior to your attainment of the age of sixty-five (65) your
employment by the Company shall be terminated (A) by the Company other than
for Cause or Disability or (B) if you terminate your employment for Good
Reason, then you shall be entitled to the benefits provided below:
(A) The Company shall pay you your full base salary through the Date
of Termination at the rate in effect at the time Notice of
Termination is given and the amount, if any, with respect to any
year then ended which pursuant to the Plan would have accrued to you
on the basis of the Company's performance but which has not yet been
paid to you;
<PAGE>
- ------------------
April 22, 1992
Page 7
(B) Subject to Section 5(vi) hereof, in lieu of any further salary
payments to you for periods subsequent to the Date of Termination,
the Company shall pay as severance pay to you on the fifth day
following the Date of Termination a lump sum equal to the product of
(i) the sum of (A) your annual base salary at the highest rate in
effect during the twelve (12) months immediately preceding the Date
of Termination plus (B) the average of the three highest annual
bonus payments made to you or accrued for your account under the
Plan with respect to the preceding five years, multiplied by (ii)
the number three (3);
(C) In addition to the retirement benefits to which you are or would
be entitled under the Company's Retirement Plan, as amended from
time-to-time, (the "Retirement Plan"), the Company shall pay a
retirement benefit hereunder, which benefit (except as provided
below) shall be determined in accordance with, and payable in the
form and at the times provided in, the Retirement Plan. Such
benefits shall be determined as if you were fully vested under the
Retirement Plan and had accumulated (after any termination
hereunder) additional years of credited service under the Retirement
Plan to your sixty second (62) birthday, or five (5) additional
years whichever occurs first, at (A) the highest annual rate of Base
Salary in effect during the twelve (12) months immediately preceding
the Date of Termination) plus (B) the average of the three highest
annual bonus payments made to you or accrued for your account with
respect to the preceding five years and such amount shall be deemed
to represent Compensation (as defined in the Retirement Plan)
received by you during any such additional years or months for
purposes of determining your Final Average Monthly Compensation
under the Retirement Plan; provided, however, that the retirement
benefit payable hereunder shall be reduced by an amount equal to the
retirement benefit payable to you under the terms of the Retirement
Plan.
(iv) Unless you are terminated for Cause, the Company shall maintain in
full force and effect, for your
<PAGE>
- ------------------
April 22, 1992
Page 8
continued benefit for five (5) years all employee benefit plans and
programs or arrangements in which you are entitled to participate
immediately prior to the Date of Termination, provided that your continued
participation is possible under the general terms and provisions of such
plans and programs. In the event that your continued participation in any
such plan or program is barred, the Company shall arrange to provide you
with benefits substantially similar to those which you were entitled to
receive under such plans and programs.
(v) You shall not be required to mitigate the amount of any payment
provided for in this Section 5 by seeking other employment or otherwise,
nor shall the amount of any payment provided for in this Section 5 be
reduced by any compensation earned by you as the result of employment by
another employer after the Date of Termination, or otherwise.
(vi) Notwithstanding any other provision of this Agreement, the amount of
all payments to be made hereunder upon termination after a change of
control shall not exceed one dollar ($1.00) less than that amount which
would cause any such payment to be deemed a "parachute payment" as defined
in Section 280G of the Internal Revenue Code of 1954, as amended, and as
said statute is then in effect at the time of such payment.
6. Successors: Binding Agreement.
-----------------------------
(i) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all
of the business and/or assets of the Company, by agreement in form and
substance, reasonably satisfactory to you, expressly assume and agree to
perform this Agreement. Failure of the Company to obtain such agreement
prior to the effectiveness of any succession shall be a breach of this
Agreement and shall entitle you to compensation from the Company in the
same amount and on the same terms as you would be entitled hereunder if you
terminated your employment for Good Reason, except that for purposes of
implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this
Agreement, "Company" shall mean the Company as hereinbefore named and any
successor to its business and/or assets as aforesaid which executes and
delivers
<PAGE>
- ------------------
April 22, 1992
Page 9
the agreement provided for in this Paragraph 6 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of
law.
(ii) This Agreement shall inure to the benefit of and be enforceable by
your personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If you should die
subsequent to the termination of your employment while any amount would
still be payable to you hereunder if you had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to your devisee, legatee or other designee or,
if there be no such designee, to your estate; such payment to be made in a
lump sum within sixty (60) days from the date of your death.
7. Notice. For the purposes of this Agreement, notices and all other
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communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
Registered Mail, Return Receipt Requested, Postage Pre-Paid, addressed to the
respective addresses set forth on the first page of this Agreement, provided
that all notices to the Company shall be directed to the attention of the Chief
Executive Officer of the Company, or to such other address as either party may
have furnished to the other in writing in accordance herewith, except that
notice of change of address shall be effective only upon receipt.
8. Miscellaneous. No provision of this Agreement may be modified, waived or
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discharged unless such waiver, modification or discharge is agreed to in writing
signed by you and such officer as may be specifically designated by the Board of
Directors of the Company. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the time or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
expressed or implied, with respect to the subject matter hereof have been made
by either party which are not set forth expressly in this Agreement. The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of Georgia.
9. Severability. In the event that any one or more of the
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April 22, 1992
Page 10
provisions of this Agreement or any word, phrase, clause, sentence or other
portion thereof shall be deemed to be illegal or unenforceable for any reason,
such provision or portion thereof shall be modified or deleted in such a manner
as to make this Agreement as modified legal and enforceable to the fullest
extent permitted under applicable laws. The validity and enforceability of the
remaining provisions or portions thereof shall remain in full force and effect.
10. Counterparts. This Agreement may be executed in two or more counterparts,
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each of which shall take effect as an original and all of which shall evidence
one and the same Agreement.
11. Legal Fees. In the event the Company breaches this Agreement or in the
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event (A) you are terminated by the Company other than for Cause or Disability
or (B) you terminate your employment for Good Reason, the Company shall
reimburse you for all legal fees and expenses reasonably incurred by you as a
result of such termination (including all such fees and expenses, if any,
incurred in contesting or disputing any such termination or in seeking to obtain
or enforce any right or benefit provided by this Agreement).
If this letter correctly sets forth our agreement on the subject matter hereof,
kindly sign and return to me the enclosed copy of this letter which will then
constitute the Agreement between the Company and you on this subject.
Sincerely,
Equifax Inc.
By:____________________________
C. B. Rogers, Jr.
Chairman & Chief Executive
Officer
Agreed to this day of , 19
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