<PAGE> 1
Exhibit 3.1
[GENCORP LOGO]
AMENDED ARTICLES OF INCORPORATON
OF
GENCORP INC.
AMENDED MARCH 29, 2000
Effective 3-29-00
<PAGE> 2
AMENDED ARTICLES OF INCORPORATION
of
GENCORP INC.
ARTICLE FIRST: The name of the Corporation shall be GenCorp Inc. The
Corporation shall exist by virtue of, and be governed by, the laws of the State
of Ohio.
ARTICLE SECOND: The place in the State of Ohio where its principal office
is to be located is the City of Cleveland.
ARTICLE THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be formed under Section 1701.01 to
1701.98, inclusive, of the Ohio Revised Code.
ARTICLE FOURTH: The maximum number of shares which the Corporation is
authorized to have outstanding is One Hundred Sixty-Five Million (165,000,000),
of which Fifteen Million (15,000,000) shares of the par value of one dollar
($1.00) each shall be classified as Cumulative Preference Stock and One Hundred
Fifty Million (150,000,000) shares of the par value of ten cents ($0.10) each
shall be classified as Common Stock. The designation and express terms and
provisions of the shares of Cumulative Preference Stock and Common Stock are as
follows:
CUMULATIVE PREFERENCE STOCK
A. The Cumulative Preference Stock may be issued from time to time in one
(1) or more series with such distinctive serial designations as shall be fixed
by the Board of Directors as hereinafter provided.
The Board of Directors is expressly authorized to adopt from time to time
amendments to the Articles of Incorporation of the Corporation, in respect of
any unissued or treasury shares of Cumulative Preference Stock, to fix or
change:
(a) The division of such shares into series and the designation and
authorized number of shares of each particular series, which number the
Board of Directors may increase or decrease, except as otherwise provided
in the creation of the particular series;
(b) The dividend or distribution rate for each particular series,
which may be at a specified rate, amount or proportion; and the dates on
which dividends or distributions, if declared, shall be payable, and the
date or dates from which dividends shall be cumulative;
(c) The redemption rights and price or prices, if any, for shares of
each particular
1
Effective 3-29-00
<PAGE> 3
series;
(d) The amount payable for shares of each particular series upon any
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;
(e) The right, if any, of the holders of shares of Cumulative
Preference Stock of each particular series to convert such stock into other
classes of stock, and, if convertible, the terms and conditions of such
conversion;
(f) The obligation, if any, of the Corporation to purchase and retire
or redeem shares of each particular series pursuant to a sinking fund, and
the terms and amount thereof;
(g) The restrictions, if any, on the issuance of shares of any class
of stock or any series thereof; and
(h) Any or all other express terms in respect of any particular series
as may be permitted or required by law.
All shares of the Cumulative Preference Stock of any one (1) series shall
be identical with each other in all respects except, if so determined by the
Board of Directors, as to the dates from which dividends thereon shall be
cumulative; and all shares of Cumulative Preference Stock shall be of equal rank
with each other, regardless of series, and shall be identical with each other in
all respects except in respect of terms which may be fixed by the Board of
Directors as herein provided.
B. The holders of record of the Cumulative Preference Stock at the time
outstanding shall be entitled to receive, when and as declared by the Board of
Directors of the Corporation out of any funds legally available for such
purpose, cash dividends in the case of each series at the rate for such series
theretofore fixed by the Board of Directors as herein provided. Such dividends
shall be cumulative, in the case of shares of each particular series, from and
after the date or dates fixed with respect to such series. No dividends may be
paid upon or declared or set apart for any of the Cumulative Preference Stock
for any dividend period unless at the same time a like proportionate dividend
for the same dividend period, ratably in proportion to the respective dividend
rates fixed therefor, shall be paid upon or declared or set apart for all
Cumulative Preference Stock of all series then issued and outstanding and
entitled to receive such dividend.
C. Except as otherwise provided by the Board of Directors as to any
particular series, the Cumulative Preference Stock of any series may be redeemed
in whole or in part, at the option of the Corporation, by vote of its Board of
Directors, or by operation of the sinking fund, if any, provided for the
Cumulative Preference Stock of said series, at the time, or from time to time,
at the redemption price or the respective redemption prices theretofore fixed by
the Board of Directors as herein provided upon notice duly given as hereinafter
provided. In case of the redemption of a part only of any series of the
Cumulative Preference Stock at the time
2
Effective 3-29-00
<PAGE> 4
outstanding, the shares of the Cumulative Preference Stock of such series to be
redeemed shall be selected pro rata or by lot or in such other manner as the
Board of Directors may determine.
Except as otherwise provided by the Board of Directors as to any particular
series, at least thirty (30) days' previous notice of every such redemption of
Cumulative Preference Stock shall be mailed to the holders of record of the
Cumulative Preference Stock to be redeemed at their addresses as shown by the
books of the Corporation, and shall be published at least once in a daily
newspaper printed in the English language and published and of general
circulation in the Borough of Manhattan, in the City of New York, the
publication to be not less than thirty (30) days prior to the date fixed for
redemption.
If notice of redemption shall have been duly given and published, and if,
on or before the redemption date designated in such notice, the funds necessary
for the redemption shall have been set aside, so as to be and continue to be
available therefor, then, notwithstanding that any certificate of the Cumulative
Preference Stock so called for redemption shall not have been surrendered for
cancellation, the dividends thereon shall cease to accrue from and after the
date of redemption so designated, and all rights with respect to the Cumulative
Preference Stock so called for redemption shall forthwith after such redemption
date cease and terminate, except only the right of the holder to receive the
redemption price therefor, but without interest.
Except as otherwise provided by the Board of Directors as to any particular
series, the Corporation may, however, at any time prior to the redemption date
specified in the notice of redemption, deposit in trust, for the account of the
holders of the Cumulative Preference Stock to be redeemed, with a bank or trust
company in the City of New York, New York having a capital and undivided surplus
aggregating at least Five Million Dollars ($5,000,000), named in the notice of
redemption, all funds necessary for the redemption, and deliver written
instructions authorizing and directing such bank or trust company, on behalf of
and at the expense of the Corporation, to pay to the respective holders of
shares of Cumulative Preference Stock the redemption price therefor and
thereupon, notwithstanding that any certificate for the shares of Cumulative
Preference Stock so called for redemption shall not have been surrendered for
cancellation, all shares of Cumulative Preference Stock with respect to which
the deposit shall have been made shall no longer be deemed to be outstanding and
all rights with respect to such shares of Cumulative Preference Stock shall
forthwith cease and terminate, except only the right of the holders thereof to
receive from such bank or trust company at any time after the time of deposit,
the redemption price of the shares so to be redeemed, but without interest, or
the right to exercise, on or before the redemption date, any unexpired
privileges of conversion. Any interest accrued on such funds shall be paid to
the Corporation from time to time.
Any funds so set aside or deposited, as the case may be, and unclaimed at
the end of six (6) years from such redemption date shall be released or repaid
to the Corporation upon its request expressed in a resolution of its Board of
Directors, after which release or repayment the holders of the shares so called
for redemption shall look only to the Corporation for the payment thereof, but
without interest.
3
Effective 3-29-00
<PAGE> 5
D. So long as any shares of the Cumulative Preference Stock are
outstanding, no dividend or other distribution (except in stock of the
Corporation of a class ranking junior to the Cumulative Preference Stock) shall
be declared or paid on the Common Stock of the Corporation or on stock of any
other class ranking junior to the Cumulative Preference Stock as to dividends or
in liquidation, and the Corporation shall not acquire or redeem shares of the
Common Stock or any such junior stock, unless
(a) all dividends on the Cumulative Preference Stock for all past
quarterly dividend periods and for the then current quarterly dividend
period shall have been paid, or declared and set apart; and
(b) the Corporation shall have complied with all of its obligations
theretofore required of it with respect to any sinking fund for all series
of the Cumulative Preference Stock.
E. So long as any shares of the Cumulative Preference Stock are
outstanding, the affirmative vote of the holders of at least a majority of the
Cumulative Preference Stock at the time outstanding, given in person or by proxy
at a special meeting called for that purpose, shall be necessary for effecting
or validating any one or more of the following:
(a) The authorization or creation of any stock of any class, or any
security convertible into stock of any class, ranking prior to the
Cumulative Preference Stock;
(b) The increase in the number of authorized shares of Cumulative
Preference Stock or of any stock of any class ranking prior to or on a
parity with the Cumulative Preference Stock or of any security convertible
into stock of any class ranking prior to or on a parity with the Cumulative
Preference Stock;
(c) The sale, lease or conveyance of all or substantially all of the
property or business of the Corporation, or a consolidation or merger with
any other company, provided, however, that this restriction shall not apply
to, nor shall it operate to prevent, a consolidation or merger with any
domestic subsidiary organized under the laws of one of the states of the
United States of America if none of the rights or preferences of the
Cumulative Preference Stock or the holders thereof will be adversely
affected thereby and if the company resulting from or surviving such
consolidation or merger will have outstanding, after such consolidation or
merger, no class of stock or other securities ranking prior to or on a
parity with the Cumulative Preference Stock, except the same number of
shares of stock and the same amount of other securities with the same
rights and preferences as the stock and securities of the Corporation which
were outstanding immediately preceding such consolidation or merger.
F. So long as any shares of Cumulative Preference Stock are outstanding,
the affirmative
4
Effective 3-29-00
<PAGE> 6
vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of
the Cumulative Preference Stock at the time outstanding, given in person or by
proxy at a special meeting called for that purpose, shall be necessary for
effecting or validating any amendment, alteration or repeal of any provisions of
the Articles of Incorporation of the Corporation, as amended, which would
adversely affect the rights or preferences of outstanding shares of the
Cumulative Preference Stock or of the holders thereof (for the purposes hereof
no action taken pursuant to paragraph E of this Article FOURTH shall be deemed
to adversely affect such rights or preferences); provided, however, that if any
such amendment, alteration or repeal would adversely affect the rights or
preferences of the outstanding shares of any particular series without
correspondingly affecting the rights or preferences of outstanding shares of all
series, a like affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the Cumulative Preference Stock of that
particular series at the time outstanding shall also be necessary for effecting
or validating such amendment, alteration or repeal.
G. Except as otherwise provided in paragraphs E, F and J of this Article
FOURTH or as specifically provided by statute, the Cumulative Preference Stock
shall have no voting power unless and until six (6) quarter-yearly dividends
payable on the Cumulative Preference Stock, whether or not consecutive, shall be
in default in whole or in part. In such event the holders of the Cumulative
Preference Stock, voting separately as a class and in addition to all other
rights, if any, to vote for Directors, shall be entitled to elect, as herein
provided, two (2) members of the Board of Directors of the Corporation;
provided, however, that the holders of shares of Cumulative Preference Stock
shall not have or exercise such special class voting rights except at meetings
of the shareholders for the election of Directors at which the holders of not
less than a majority of the outstanding shares of Cumulative Preference Stock of
all series then outstanding are present in person or by proxy; and provided
further that the special class voting rights provided for herein when the same
shall have become vested shall remain so vested until all accrued and unpaid
dividends on the Cumulative Preference Stock of all series then outstanding
shall have been paid, whereupon the holders of Cumulative Preference Stock shall
be divested of their special class voting rights in respect of subsequent
elections of Directors, subject to the revesting of such special class voting
rights in the event herein specified in this paragraph, and the Directors so
elected shall thereupon resign.
In the event of default entitling the holders of Cumulative Preference
Stock to elect two (2) Directors as above specified, a special meeting of the
shareholders for the purpose of electing such Directors shall be called by the
Secretary of the Corporation upon written request of, or may be called by, the
holders of record of at least ten percent (10%) of the shares of Cumulative
Preference Stock of all series at the time outstanding, and notice thereof shall
be given in the same manner as that required for the Annual Meeting of
Shareholders, provided, however, that the Corporation shall not be required to
call such special meeting if the Annual Meeting of Shareholders shall be held
within ninety (90) days after the date of receipt of the foregoing written
request from the holders of Cumulative Preference Stock. At any meeting at which
the holders of Cumulative Preference Stock shall be entitled to elect Directors,
the holders of a majority of the then outstanding shares of Cumulative
Preference Stock of all series, present in
5
Effective 3-29-00
<PAGE> 7
person or by proxy, shall be sufficient to elect the members of the Board of
Directors which the holders of Cumulative Preference Stock are entitled to elect
as herein provided.
The two (2) Directors who may be elected by the holders of Cumulative
Preference Stock pursuant to the foregoing provisions shall be in addition to
any other Directors then in office or proposed to be elected otherwise than
pursuant to such provisions, and nothing in such provisions shall prevent any
change otherwise permitted in the total number of Directors of the Corporation
or require the resignation of any Directors elected otherwise than pursuant to
such provisions.
H. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation, the holders of the Cumulative
Preference Stock shall be entitled to be paid the amount fixed with respect to
shares of each particular series by the Board of Directors as herein provided
which shall include, in the case of each share, an amount computed at the
dividend rate for the series of which the particular share is part, from the
date on which dividends on such shares became cumulative to and including the
date fixed for such distribution or payment, less the aggregate of dividends
paid thereon prior to such distribution or payment date, before any distribution
or payment shall be made to the holders of stock of any class ranking junior to
the Cumulative Preference Stock. If such payment shall have been made in full to
the holders of the Cumulative Preference Stock, the remaining assets and funds
of the Corporation shall be distributed among the holders of the Common Stock
and the holders of stock of any other class ranking junior to the Cumulative
Preference Stock according to their respective rates and preferences, and
according to their respective shares. If upon any such liquidation, dissolution
or winding up of the affairs of the Corporation the amounts payable on
liquidation are not sufficient to pay in full the holders of all outstanding
Cumulative Preference Stock, the holders of all series of Cumulative Preference
Stock shall share ratably in any distribution of assets in accordance with the
sums which would be payable on such shares if all sums payable were discharged
in full.
The merger or consolidation of the Corporation into or with any other
corporation, or the merger of any other corporation into it, or the sale, lease
or conveyance of all or substantially all the property or business of the
Corporation, shall not be deemed to be a dissolution, liquidation or winding up
for the purposes of this paragraph H.
I. No holder of Cumulative Preference Stock shall be entitled, as such, as
a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock or of securities of the Corporation convertible into
stock, of any class whatsoever, whether now or hereafter authorized, and whether
issued for cash, property, services or otherwise.
J. In addition to the voting rights expressly provided in paragraphs E, F
and G of this Article FOURTH, the holders of Cumulative Preference Stock shall
also be entitled to vote for the election of Directors and on all other matters
submitted to a vote of the holders of the Common Stock of the Corporation,
voting jointly as a single class with the holders of the
6
Effective 3-29-00
<PAGE> 8
Common Stock and not as a separate class, without regard to series, and subject
to the provisions of paragraph AA of this Article FOURTH. Except as otherwise
required by law, each holder of stock of the Corporation entitled to vote shall
have one (1) vote for each share held thereof. No adjustment of the voting
rights provided by this paragraph J shall be made in the event of any increase
or decrease in the number of shares of Common Stock authorized, issued or
outstanding or in the event of a stock split or combination of the Common Stock
or in the event of a stock dividend on any class of stock payable in shares of
Common Stock; and for the purposes paragraph F of this Article FOURTH, no
amendment, alteration or repeal of any provisions of the Articles of
Incorporation of the Corporation, as amended, adopted for the purpose of
effecting any of the foregoing shall be deemed to affect adversely the voting
rights of outstanding shares of the Cumulative Preference Stock or the holders
thereof.
COMMON STOCK
A. In addition to the express terms and provisions of the Common Stock set
forth above in this Article FOURTH, the following terms and provisions shall be
applicable to the Common Stock:
(a) Each holder of Common Stock shall be entitled to one (1) vote for
each share held thereof. Except as otherwise expressly provided in the
Articles of Incorporation of the Corporation, as amended, and except as may
be otherwise required by law or as a lesser vote may be permitted by law,
the Corporation may lease, sell, exchange, transfer or otherwise dispose of
all or substantially all of the property, assets or business of the
Corporation or consolidate or merge with or into, or merge into the
Corporation, any other corporation or corporations, or the Corporation may
be dissolved voluntarily, or the Corporation may amend in any manner its
Articles of Incorporation, or may take such other action as may require the
authorization of shareholders, upon the affirmative vote of the holders of
shares of the Cumulative Preference Stock and of the holders of shares of
the Common Stock, voting jointly as a single class and not as separate
classes, and without regard to series of the Cumulative Preference Stock,
holding shares having a majority of the total voting power of all the
shares of Cumulative Preference Stock and Common Stock at the time
outstanding and entitled to vote. Except as may be otherwise expressly
provided in the Articles of Incorporation of the Corporation, as amended,
and except as may be otherwise required by law or as a lesser vote may be
permitted by law, whenever by law a vote of the holders of the Common Stock
as a separate class may be required to authorize the taking of any action
by the Corporation, the affirmative vote of the holders of a majority of
the shares of Common Stock at the time outstanding and entitled to vote
shall be sufficient authorization by the holders of the Common Stock as a
separate class for the taking of such action.
(b) No holder of Common Stock shall be entitled, as such, as a matter
of right, to subscribe for or purchase any part of any new or additional
issue of stock or of securities
7
Effective 3-29-00
<PAGE> 9
of the Corporation convertible into stock, of any class whatsoever, whether
now or hereafter authorized, and whether issued for cash, property,
services or otherwise.
ARTICLE FIFTH: Series of Cumulative Preference Stock.
The designation and express terms and provisions of a series of the
Cumulative Preference Stock of the Corporation be and hereby are fixed as
follows:
A. Designation. The distinctive designation of said series shall be "Series
A Cumulative Preference Stock" (hereinafter sometimes called the "Series A
Preference Stock") and the number of shares initially constituting said series
shall be five hundred seventy-five thousand (575,000). The number of authorized
shares of the Series A Preference Stock may be increased or decreased by further
resolution duly adopted by the Board of Directors of the Corporation stating
that such increase or decrease has been so authorized.
B. Dividends and Distributions. The holders of record of shares of Series A
Preference Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the last day of March, June, September and December
in each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preference
Stock (the "Original Issue Date"), in an amount per share (rounded to the
nearest cent) equal to, but no more than, the greater of (a) Twelve Dollars and
Fifty Cents ($12.50) or (b) subject to the provision for adjustment hereinafter
set forth, one hundred (100) times the aggregate per share amount of all cash
dividends, and one hundred (100) times the aggregate per share amount (payable
in kind) of all non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common Stock of
the Corporation since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the
Original Issue Date. In the event the Corporation shall at any time on or after
the Original Issue Date declare or pay any dividend on the shares of Common
Stock payable in shares of Common Stock, or effect a subdivision or combination
or consolidation of the outstanding Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock) into a greater or
lesser number of shares of Common Stock, therein each such case the amount to
which holders of shares of Series A Preference Stock are entitled (without
giving effect to such event) under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
The Corporation shall declare a dividend or distribution on the Series A
Preference Stock as provided in the paragraph above immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the
8
Effective 3-29-00
<PAGE> 10
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of Twelve Dollars and
Fifty Cents ($12.50) per share on the Series A Preference Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
C. Redemption. The shares of the Series A Cumulative Preference Stock shall
be redeemable at the option of the Corporation, as a whole or in part, at any
time or from time to time, in accordance with the provisions of paragraph C of
Article FOURTH of the Corporation's Amended Articles of Incorporation, at a
redemption price per share equal to the Market Price (as hereinafter defined) of
the Common Stock on the Trading Day (as hereinafter defined) immediately prior
to the date fixed for redemption, multiplied by one hundred (100) (the
"Multiplier"), plus in each case a sum equal to dividends accrued but unpaid;
provided, however, that if the Series A Preference Stock shall be called for
redemption prior to February 18, 2007, the Multiplier shall be one hundred and
twenty-five (125).
In the event the Corporation shall at any time on or after the Original
Issue Date declare or pay any dividend on the shares of Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding Common Stock (by reclassification or otherwise than by
payment of a dividend in Common Stock), into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which holders of
Series A Preference Stock were entitled (without giving effect to such event),
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.
As used herein, the term "Market Price" per share of the Common Stock on
any date of determination shall mean the average of the daily closing prices per
share of the Common Stock (determined as described below) on each of the twenty
(20) consecutive Trading Days through and including the Trading Day immediately
preceding such date; provided, however, that if the Company shall at any time
(i) declare a dividend on the Common Stock payable in Common Stock, (ii)
subdivide the outstanding Common Stock, (iii) combine the outstanding Common
Stock into a smaller number of shares of Common Stock or (iv) issue any shares
in a reclassification of the Common Stock, and such event or an event of a type
analogous to any such event shall have caused the closing prices used to
determine the Market Price on any Trading Days not to be fully comparable with
the closing price on such date of determination, each such closing price so used
shall be appropriately adjusted in order to make it fully comparable with the
closing price on such date of determination. The closing price per share of the
Common Stock on any date shall be the last sale price, regular way, or, in case
no such sale takes place on such date, the average of the closing bid and asked
prices, regular way, for each share of the Common Stock, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Common Stock is not listed or admitted to trading on the New York Stock
Exchange, as reported
9
Effective 3-29-00
<PAGE> 11
in the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
Common Stock is listed or admitted to trading or, if the Common Stock is not
listed or admitted to trading on any national securities exchange, the average
of the high bid and low asked prices for each share of Common Stock in the
over-the-counter market, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System ("NASDAQ") or such other system then in
use, or, if on any such date the Common Stock is not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the securities selected by the
Board of Directors of the Corporation: provided, however, that if on any such
date the Common Stock is not listed or admitted for trading on a national
securities exchange or traded in the over-the-counter market, the closing price
per share of the Common Stock on such date shall mean the fair value per share
of Common Stock on such date as determined in good faith by the Board of
Directors of the Corporation, after consultation with a nationally recognized
investment banking firm with respect to the fair value per share of such
securities, and set forth in a certificate delivered to the Corporation.
As used herein, the term "Trading Day," when used with respect to the
Common Stock, shall mean a day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, a Business Day (defined to mean any
day other than a Saturday, Sunday or a day on which banking institutions in New
York, New York are generally authorized or obligated by law or executive order
to close).
D. Conversion or Exchange. Except as otherwise provided herein, the holders
of shares of this Series A Preference Stock shall not have any rights herein to
convert such shares into or exchange such shares for shares of any other class
or classes or of any other series of any class or classes of capital stock of
the Corporation.
In case the Corporation shall enter into any consolidation, merger,
combination, reclassification or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or securities, cash and/or
any other property, then in any such case the shares of Series A Preference
Stock shall at the same time be similarly exchanged or changed in an amount per
share (subject to the provision for adjustment hereinafter set forth) equal to
one hundred (100) times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time on or after the Original Issue Date declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Series A
Preference Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares
10
Effective 3-29-00
<PAGE> 12
of Common Stock that were outstanding immediately prior to such event.
E. Liquidation Rights. Upon the voluntary liquidation, dissolution or
winding up of the Corporation, the holders of the shares of this Series shall be
entitled to receive an amount equal to the redemption price therefor current at
the time of the distribution or payment date, and any other amounts specified in
paragraph H of Article FOURTH of the Corporation's Amended Articles of
Incorporation. Upon the involuntary liquidation, dissolution or winding up of
the Corporation, the holders of the shares of this series shall be entitled to
receive an amount equal to Thirty-Three Dollars and Thirty-Three Cents ($33.33)
and any other amounts specified in paragraph H of Article FOURTH of the
Corporation's Amended Articles of Incorporation.
F. Fractional Shares. Series A Preference Stock may be issued in fractions
of a share which shall entitle the holder, in proportion to such holders'
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series A
Preference Stock.
ARTICLE SIXTH: The Corporation is authorized by these Articles to purchase
shares of any class issued by it in all instances except as otherwise expressly
prohibited by these Articles or as prohibited by law.
ARTICLE SEVENTH:
A. The right to cumulate votes in the election of Directors shall not exist
with respect to shares of stock of the Corporation.
B. Notwithstanding the provisions of paragraph AA(a) of Article FOURTH
hereof or any other provisions of these Articles of Incorporation or the Code of
Regulations (and notwithstanding that a lesser percentage may be allowed by
law), the provisions of this Article SEVENTH may only be altered, amended, added
to or repealed at a meeting held for such purpose by the affirmative vote of the
holders of not less than eighty percent (80%) of the total voting power of the
Corporation entitled to vote, voting jointly as a single class.
ARTICLE EIGHTH:
A. The Directors shall be divided, with respect to the terms for which they
severally hold office, into three (3) classes, as nearly equal in number as the
then total number of Directors constituting the whole Board permits, as
determined by the Board of Directors, with the term of office of one (1) class
expiring each year. At the Annual Meeting of Shareholders in 1988, at which the
Directors shall be initially classified, Directors of the first class shall be
elected to hold office for a term expiring at the next succeeding Annual Meeting
in 1989, Directors of the second class shall be elected to hold office for a
term expiring at the second succeeding Annual Meeting in 1990 and Directors of
the third class shall be elected to hold office for a term expiring at the
11
Effective 3-29-00
<PAGE> 13
third succeeding Annual Meeting in 1991, with each class of Directors to hold
office until their successors are duly elected and qualified. At each Annual
Meeting of Shareholders following such initial classification and election,
Directors elected to succeed those Directors whose terms shall then expire,
other than those Directors elected as provided in paragraph B of this Article
EIGHTH by a separate class vote of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation of
the Corporation, shall be elected to hold office for a term expiring at the
third succeeding Annual Meeting after such election. In the event of any
increase in the number of Directors of the Corporation, the additional Director
or Directors shall be so classified that all classes of Directors shall be as
nearly equal in number as may be possible, as determined by the Board of
Directors. In the event of any decrease in the number of Directors of the
Corporation, all classes of Directors shall be decreased in number as nearly
equally as may be possible, as determined by the Board of Directors. No decrease
in the number of Directors shall shorten the term of any incumbent Director. To
the extent required by law, each class of Directors shall consist of at least
three (3) Directors.
B. In the event that the holders of any class or series of stock of the
Corporation having a preference over the Common Stock as to dividends or upon
liquidation of the Corporation are entitled, by a separate class vote, to elect
Directors pursuant to the terms of these Articles of Incorporation (as they may
be duly amended from time to time), then the provisions of the Articles of
Incorporation with respect to their rights shall apply. Except as otherwise
expressly provided in the Articles of Incorporation, the Directors that may be
so elected by the holders of any such class or series of stock shall be elected
for terms expiring at the next Annual Meeting of Shareholders and, without
regard to the classification of the remaining members of the Board of Directors,
vacancies among Directors so elected by the separate class vote of any such
class or series of stock shall be filled by the remaining Directors elected by
such class or series, or, if there are no such remaining Directors, by the
holders of such class or series in the same manner in which such class or series
initially elected Directors.
C. If at any meeting for the election of Directors, more than one (1) class
of stock, voting separately as classes, shall be entitled to elect one (1) or
more Directors and there shall be a quorum of only one (1) such class of stock,
that class of stock shall be entitled to elect its quota of Directors
notwithstanding the absence of a quorum of the other class or classes of stock.
D. Notwithstanding the provisions of paragraph AA(a) of Article FOURTH
hereof or any other provisions of these Articles of Incorporation or the
Corporation's Code of Regulations (and notwithstanding that a lesser percentage
may be allowed by law), the provisions of this Article EIGHTH may be altered,
amended, added to or repealed at a meeting held for such purpose only by the
affirmative vote of the holders of not less than eighty percent (80%) of the
total voting power of the Corporation entitled to vote, voting jointly as a
single class.
ARTICLE NINTH: These Amended Articles of Incorporation take the place of
and supersede the existing Articles of Incorporation of the Corporation as
heretofore amended.
12
Effective 3-29-00
