<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 18, 1998
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 1-7255 59-1219710
-----------------------------------------------------------------------
(State or incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
1776 American Heritage Life Drive
Jacksonville, Florida 32224
-----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (904) 992-1776
-----------------------------------------------------------------------
N/A
-------------------------------------------------------
(Former name or former address, if changed since last report)
1
<PAGE> 2
Item 5. Other Events.
Reference is made to a copy of the Articles of Amendment and
Restatement of the Articles of Incorporation of American Heritage Life
Investment Corporation, filed with the Secretary of State of the State of
Florida on May 18, 1998, which is filed as Exhibit 3 to this report, which
exhibit is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description of Exhibit
3(i) Articles of Amendment and Restatement of the
Articles of Incorporation of American Heritage
Life Investment Corporation, filed with the
Secretary of State of the State of Florida on
May 18, 1998
2
<PAGE> 3
SIGNATURE
Pursuant to the Requirements 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.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
Date: June 15, 1998 By: /s/ Christopher A. Verlander
--------------------------------------
Christopher A. Verlander
Vice Chairman and Corporate Secretary
3
<PAGE> 4
EXHIBIT INDEX
The following designated exhibit is filed herewith:
Exhibit
3(i) Articles of Amendment and Restatement of the Articles of
Incorporation of American Heritage Life Investment
Corporation, filed with the Secretary of State of the State
of Florida on May 18, 1998
4
<PAGE> 1
EXHIBIT 3(I)
ARTICLES OF AMENDMENT AND RESTATEMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
1. These Articles of Amendment amend and restate the Amended and
Restated Articles of Incorporation of American Heritage Life Investment
Corporation (the "Company").
2. The Paragraph A. of Article V of the Amended and Restated
Articles of Incorporation of the Company is hereby amended and restated to read:
ARTICLE V - CAPITAL STOCK
A. The Maximum number of shares of stock which this corporation is
authorized to have outstanding at any one time is:
1. 75,000,000 shares of common stock, par value $1.00 per share;
2. 500,000 shares of non-convertible preferred stock, par value of $10.00
per share; and
3. 500,000 shares of convertible preferred stock, par value of $10.00 per
share.
3. The foregoing amendment was adopted by a vote of the holders
of a majority of the Company's outstanding shares of Common Stock, par value
$1.00 per share (the "Shares"), voting at the Company's annual meeting of
shareholders held on April 30, 1998, at which a quorum was present. The Shares
were the only securities of the Company authorized to vote on this matter.
4. The number of votes cast for this Amendment by the holders of
the Shares was sufficient for the approval of this Amendment.
1
<PAGE> 2
5. Attached hereto and by this reference made a part hereof, are
the Amended and Restated Articles of Incorporation of American Heritage Life
Investment Corporation filed for the purpose of reflecting the amendment to
Article V A.1. set forth in paragraph 2 above, which amendment was approved by
shareholders, as permitted by Section 607.1003 of the Florida Business
Corporation Act (the "Act"). The attached amendment and restatement does not
require the approval of shareholders, and was adopted by the Board of Directors
at its duly called meeting held on April 30, 1998, at which a quorum was
present and acting pursuant to Sections 607.1002 and 607.1007 of the Act.
6. The attached Amended and Restated Articles of Incorporation
supersede the original Articles of Incorporation and all amendments to them.
IN WITNESS WHEREOF, the undersigned Chairman of the Board of Directors
and the Vice Chairman of the Board of Directors and Corporate Secretary of this
Corporation have executed these Articles of Amendment, this 8th day of May,
1998.
AMERICAN HERITAGE LIFE INVESTMENT
CORPORATION
Attest:
Christopher A. Verlander T. O'Neal Douglas
- - ---------------------------- -----------------------------------
Christopher A. Verlander T. O'Neal Douglas
Vice Chairman of the Chairman of the Board of Directors
Board of Directors and and Chief Executive Officer
Corporate Secretary
STATE OF FLORIDA
COUNTY OF DUVAL
2
<PAGE> 3
BEFORE ME, a notary public authorized to take acknowledgements in the
state and county set forth above, appeared T. O'Neal Douglas and Christopher A.
Verlander, who produced ____________________ as identification or are
personally known to me and known by me to be the persons who executed the
foregoing Articles of Amendment.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, in the state and county aforesaid, this 8th day of May, 1998.
Angela V. Fortner
------------------------------------------
Notary Public, State of Florida at Large
My Commission Expires: Sept. 23, 2000
3
<PAGE> 4
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
These Amended and Restated Articles of Incorporation of American
Heritage Life Investment Corporation amend and restate the Articles of
Incorporation as originally filed with the Secretary of State of the State of
Florida on September 27, 1968. These Amended and Restated Articles of
Incorporation do not require shareholder approval and were adopted by the Board
of Directors on April 30, 1998, in accordance with Section 607.1007 of the
Florida Business Corporation Act and amend, restate and supersede Amended and
Restated Articles of Amendment which were previously filed with the Secretary
of State of the State of Florida on April 25, 1996.
ARTICLE I - NAME
The name of the Company is American Heritage Life Investment
Corporation (the "Company").
ARTICLE II - DURATION
The period of duration of the Company is perpetual.
ARTICLE III - NATURE OF BUSINESS
The general nature of the business to be transacted by this
corporation is:
To purchase, subscribe for, or otherwise acquire and own, hold, use,
sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of
real and personal property of every kind and description, including shares of
stock, bonds, debentures, notes, evidences of indebtedness, and other
securities, contracts, or obligations issued or created by any corporation or
corporations, joint stock companies, syndicates, firms, trusts, persons,
association or associations, public or private, or by the government of the
United States, or by any foreign government, or by any state, territory,
province, municipality, or other political subdivision or by any government
agency, and to pay therefor in whole or in part in cash or by exchanging
therefor stocks, bonds, or other evidences of indebtedness or securities of
this or any other corporation, and while the owner or holder of any such real
or personal property, stocks, bonds, debentures, notes, evidences of
indebtedness, or other securities, contracts, or obligations, to receive,
collect, and dispose of the interest, dividends and income arising from such
property, and to possess and exercise in respect thereof, all the rights,
powers, and privileges of ownership, including all voting powers on any stock
so owned.
1
<PAGE> 5
To aid either by loans or by guaranty of securities or in any other
manner, any corporation, domestic or foreign, any shares of stock, or any
bonds, debentures, evidences of indebtedness or other securities which are held
by this corporation or in which it shall have any direct or indirect interest,
and to do any acts designed to protect, preserve, improve, or enhance the value
of any property at any time held or controlled by this corporation or in which
it at any time may be interested.
To be a partner or a limited partner in one or more partnerships; to
engage in joint ventures and in the business of management.
To manufacture, purchase, or otherwise acquire, own, mortgage, pledge,
sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in
and deal with, goods, wares, and merchandise and real and personal property of
every class and description.
To acquire, as a going concern or otherwise, and pay for in cash,
stock or bonds of this corporation or otherwise, the whole or any part of the
business, good will, rights, assets and other property, and to undertake,
assume, or secure the whole or any part of the obligations or liabilities of
any person, firm, trust, association or corporation.
To issue bonds, debentures, or obligations of this corporation from
time to time, for any of the objects or purposes of the corporation, and to
secure the same by mortgage, pledge, deed of trust, or otherwise.
To conduct business, have one or more offices in, and buy, receive,
hold, mortgage, sell, convey, lease or otherwise dispose of real and personal
property, and buy, hold, mortgage, sell, convey, or otherwise dispose of
franchises in this state and in any of the several states, territories,
possessions, and dependencies of the United States, in the District of
Columbia, and in foreign countries.
To purchase the corporate assets of any other corporation and engage
in the same character of business.
To apply for, acquire, enjoy, utilize and dispose of any patents,
copyrights and trademarks and any licenses or other rights or interest
thereunder or therein, whether or not in any way relating to any of the
businesses in which the corporation may engage.
To take, hold, sell and convey such property as may be necessary in
order to obtain or secure payment of any indebtedness or liability to it.
To guarantee, endorse, purchase, hold, sell, transfer, mortgage,
pledge, or otherwise dispose of the shares of the capital stock of, or any
bonds, securities or other evidences of indebtedness created by any other
corporation of this state or any other state or government and while owner of
such stock or securities to exercise all the rights, powers, and privileges of
ownership, including the right to vote such stock.
To purchase, hold, sell and transfer shares of its own capital stock,
provided that this corporation shall not purchase any of its own capital stock
except from the surplus of its
2
<PAGE> 6
assets over its liabilities including capital. Shares of its own capital stock
owned by the corporation shall not be voted directly or indirectly, or counted
as outstanding for the purpose of any stockholders' quorum or vote.
To do all and everything necessary and proper for the accomplishment
of the objects enumerated in its articles of incorporation or necessary or
incidental to the benefit and protection of the corporation, and to carry on
any lawful business necessary or incidental to the attainment of the objects of
the corporation whether or not such business is similar in nature to the
objects enumerated in its articles of incorporation.
To contract debts and borrow money at such rates of interest, not to
exceed the lawful interest rate, and upon such terms as it or its Board of
Directors may deem necessary or expedient and shall authorize or agree upon,
issue and sell bonds, debentures, notes and other evidences of indebtedness,
whether secured or unsecured, and execute such mortgages, or other instruments
upon or encumbering its property or credit to secure the payment of money
borrowed or owing by it, as occasion may require and the Board of Directors
deems expedient.
To make gifts for educational, scientific or charitable purposes.
The foregoing clauses shall be construed both as objects and powers;
and it is hereby expressly provided that the foregoing enumeration of specific
powers shall not be held to limit or restrict in any manner the powers of this
corporation.
ARTICLE IV - PRINCIPAL OFFICE AND MAILING ADDRESS
The principal office and the mailing address of the Company in the
State of Florida are 1776 American Heritage Life Drive, Jacksonville, Florida
32224.
ARTICLE V - CAPITAL STOCK
A. The maximum number of shares of stock which this corporation
is authorized to have outstanding at any one time is:
1. 75,000,000 shares of common stock, par value of
$1.00 per share;
2. 500,000 shares of non-convertible preferred stock,
par value of $10.00 per share; and
3. 500,000 shares of convertible preferred stock, par
value of $10.00 per share.
3
<PAGE> 7
B. Except as limited elsewhere in this Article V, the rights,
preferences, and privileges, of the shares of the preferred stock and the
restrictions, limitations, and qualifications thereof shall be determined by
the Board of Directors at the time the Board of Directors votes to issue such
stock. By way of illustration, and not by way of limitation, the Board of
Directors shall have the power to decide on the following terms: (1) whether
the shares of any class of preferred stock shall be issued in one or more
series at one time, or from time to time; (2) whether the shares of any class
of preferred stock shall be participating; (3) the dividend rate or rates, if
any, on the shares of such class or series of preferred stock and the relation
which dividends on any class or series of preferred stock shall bear to the
dividends payable on any other class or classes or of any other series of
capital stock; (4) the terms and conditions upon which and the periods in
respect to which any such dividends shall be payable; (5) whether and upon what
conditions any dividends on any class of preferred stock shall be cumulative
and, if cumulative, the date or dates from which dividends shall accumulate;
(6) whether the shares of such series shall be limited in dividends, if any, or
whether they shall or may participate in dividends over and above the dividend
rate, if any, provided for the shares of such series; (7) whether any such
dividends shall be payable in cash, in shares of such series, in shares of any
other class or classes or of any other series of any class or classes of
capital stock of the corporation, or in other property, or in more than one of
the foregoing; (8) whether the shares of such series of preferred stock shall
be redeemable or callable, the limitations and restrictions with respect to
such redemption, or call, the time or times when, the price or prices at which
and the manner in which such shares shall be redeemable or callable, including
the manner of selecting shares of such series for redemption if less than all
shares are to be redeemed or called; (9) whether the shares of such series of
preferred stock shall be subject to the operation of a purchase, retirement or
sinking fund, and, if so, whether and upon what conditions such purchase,
retirement or sinking fund shall be cumulative or noncumulative, the extent to
which and the manner in which such fund shall be applied to the purchase or
redemption of the shares of such series for retirement or to other corporate
purposes and the terms and provisions relative to the operation thereof; (10)
the terms on which the convertible preferred stock shall be convertible into or
exchangeable for shares of any other class or classes or of any other series of
any class or classes of capital stock of the corporation, and the price or
prices or the rate or rates of conversion or exchange and the method, if any,
of adjusting the same, and any other terms and conditions of such conversion or
exchange; (11) any other preferences, privileges and powers, and relative,
participating, optional or other special rights, and qualifications of or
limitations or restrictions on any series or classes, as the Board of Directors
may deem advisable provided they are not inconsistent with the provisions of
these articles of incorporation.
C. Notwithstanding anything herein to the contrary, each share
of preferred stock of any series shall stand on a parity with each other share
of preferred stock of that series or any other series of the same class of
preferred stock upon the voluntary or involuntary liquidation, dissolution or
distribution of assets, or winding-up of the corporation.
4
<PAGE> 8
D. No dividends shall be paid, declared or set apart for payment
on any series of preferred stock in respect of any period unless accumulated
dividends shall be or shall have been paid, or declared and set apart for
payment, pro rata on all shares of outstanding preferred stock which ranks
equally as to dividends with that series, so that the amount of dividends
declared on that series shall bear the same ratio to the amount declared on
each such other series as the dividend rate of that series shall bear to the
dividend rate of the other series.
E. No holder of shares of the capital stock of any kind, class,
or series of the corporation shall have any preemptive or preferential rights
of subscription or purchase to any shares of stock of any kind, class, or
series of stock of the corporation, whether now or hereafter authorized, or to
any obligations convertible into stock of the corporation, issued or sold, nor
any right of subscription to any thereof.
F. Each share of common stock shall have one vote on every
matter coming before any meeting of the stockholders, or otherwise to be acted
upon by stockholders. Each share of preferred stock of any series shall have
the same voting rights and privileges as one share of common stock.
ARTICLE VI - DIRECTORS
The number of directors which shall constitute the whole Board of
Directors shall be such as from time to time shall be fixed by, or in the
manner provided in, the By-Laws of this corporation, and the By-Laws may
provide that from time to time the number of directors may be increased or
decreased by amendment of the By-Laws or otherwise, provided, that in no case
shall the number of directors be less than three (3), provided further, that no
amendment to the By-Laws decreasing the number of directors shall have the
effect of shortening the term of any incumbent director and provided further
that no action shall be taken by the directors (whether through amendment of
the By-Laws or otherwise) to increase the number of directors as provided in
the By-Laws from time to time unless at least seventy-five percent (75%) of the
directors then in office shall concur in same. The Board of Directors shall be
divided into three (3) classes, each composed of as nearly equal a number of
directors as is possible. Each class shall have a term of three (3) years;
provided, however, that two (2) of the directors elected at the 1976 annual
meeting of shareholders shall serve for one year and until their successors are
duly elected and shall qualify, and two (2) other directors elected at such
meeting shall serve for two (2) years and until their successors are duly
elected and shall qualify. No class shall be subject to election by the
shareholders until all classes holding office for terms of longer duration
without being subject to election have been so subject and directors have been
elected with respect thereto. No one meeting of shareholders can consider and
act upon the election of more than one class of directors, except that
shareholders can fill vacancies occurring in any class as may be provided for
in the By-Laws.
5
<PAGE> 9
Notwithstanding any other provisions of these Articles of
Incorporation or the By-Laws of this corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, the Articles of
Incorporation or the By-Laws of this corporation), the affirmative vote of the
holders of seventy-five percent (75%) or more of the outstanding shares of
capital stock of this corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) shall be required (a) to
amend, alter, change or repeal this Article VI of the Articles of
Incorporation, (b) to remove any director of this corporation with or without
cause, or (c) to increase the number of directors as provided in the By-Laws.
In case of any increase in the number of directors, the additional
directors shall be chosen by the directors or shareholders at the time having
voting power, subject to such provisions as may be prescribed in the By-Laws of
the corporation. Directors chosen by the remaining directors, to fill vacancies
in the Board of Directors or any increase in the number of directors, need not
be chosen by ballot.
ARTICLE VII - INITIAL DIRECTORS
The names and post office addresses of the members of the first Board
of Directors of the corporation are:
W. A. Verlander 11 East Forsyth Street
Jacksonville, Florida
J. E. Davis 5050 Edgewood Court
Jacksonville, Florida
Robert D. Davis 5050 Edgewood Court
Jacksonville, Florida
James G. Garner 8017 N.E. 2nd Avenue
Miami, Florida
L. C. Ringhaver 1600 Talleyrand Avenue
Jacksonville, Florida
6
<PAGE> 10
ARTICLE VIII - SUBSCRIBERS
The names and post office addresses of the subscribers of these
Articles are:
J. E. Davis 5050 Edgewood Court
Jacksonville, Florida
James G. Garner 8017 N.E. 2nd Avenue
Miami, Florida
W. A. Verlander 11 East Forsyth Street
Jacksonville, Florida
ARTICLE IX
This corporation reserves the right to amend or repeal any provision
contained in these articles of incorporation, and any right conferred upon the
stockholders is subject to this reservation.
The initial By-Laws of this corporation shall be adopted by the
directors. The By-Laws may be amended from time to time by either the
stockholders or the directors, but the directors may not alter or amend any
By-Laws adopted by the stockholders.
Ownership of stock shall not be required to make any person eligible
to hold office either as an officer or director of this corporation.
The stockholders may, by By-Law provision or by stockholders'
agreement, recorded in the minute book, impose such restrictions on the sale,
transfer, or encumbrance of the stock of this corporation as they may see fit.
Any subscriber or stockholder present at any meeting, either in person
or by proxy, and any director present in person at any meeting of the Board of
Directors shall conclusively be deemed to have received proper notice of such
meeting unless he shall make objection at such meeting to any defect or
insufficiency of notice.
Any contract or other transaction between the corporation and one or
more of its directors, or between the corporation and any firm of which one or
more of its directors are members or employees, or in which they are
interested, or between the corporation and any corporation or association of
which one or more of its directors are shareholders, members, directors,
officers, or employees, or in which they are interested, shall be valid for all
purposes, notwithstanding the presence of such director or directors at the
meeting of the Board of Directors of the corporation, which acts upon, or in
reference to, such contract or transaction, and notwithstanding his or their
participation in such action, if the fact of such
7
<PAGE> 11
interest shall be disclosed or known to the Board of Directors and the Board of
Directors shall, nevertheless, authorize, approve and ratify such contract or
transactions by a vote of a majority of the directors present, such interested
director or directors to be counted in determining whether a quorum is present,
but not to be counted in calculating the majority necessary to carry such vote.
This section shall not be construed to invalidate any contract or other
transaction which would otherwise be valid under the common and statutory law
applicable thereto.
The Board of Directors is hereby specifically authorized to make
provision for reasonable compensation to its members for their services as
directors, and to fix the basis and conditions upon which such compensation
shall be paid. Any director of the corporation may also serve the corporation
in any other capacity and receive compensation therefor in any form.
ARTICLE X
The corporation shall indemnify any director, officer, or employee, or
former director, officer, or employee of the corporation, or any person who may
have served at its request as a director, officer, or employee of another
corporation in which it owns shares of capital stock, or of which it is a
creditor, against expenses actually and necessarily incurred by him in
connection with the defense of any action, suit or proceeding in which he is
made a party by reason of being or having been such director, officer, or
employee, except in relation to matters as to which he shall be adjudged in
such action, suit, or proceeding to be liable for negligence or misconduct in
the performance of duty. The corporation may also reimburse any director,
officer, or employee for the reasonable costs of settlement of any such action,
suit, or proceeding, if it shall be found by a majority of a committee composed
of the directors not involved in the matter in controversy (whether or not a
quorum) that it was to the interests of the corporation that such settlement be
made and that such director, officer, or employee was not guilty of negligence
or misconduct. Such rights of indemnification and reimbursement shall not be
deemed exclusive of any other rights to which such director, officer, or
employee may be entitled under any by-law, agreement, vote of shareholders, or
otherwise.
ARTICLE XI - SPECIAL VOTE IN CERTAIN CASES
1. Except as otherwise expressly provided in Paragraph 4 of this
Article XI, the affirmative vote of the holders of eighty percent (80%) or more
of the outstanding shares of capital stock of this corporation entitled to vote
generally in the election of directors, considered for the purposes of this
Article XI as one class, shall be required to authorize:
(i) any merger or consolidation of this corporation with
or into any other corporation or other entity; or
8
<PAGE> 12
(ii) any sale, lease, exchange, or other disposition of
all or substantially all of the assets of this corporation to or with any other
corporation, person, or other entity;
if, as of the Date of Determination as defined in this Article XI, such other
corporation, person, or entity is the beneficial owner, directly or indirectly,
of ten percent (10%) or more of the outstanding shares of capital stock of this
corporation entitled to vote generally in the election of directors considered
for the purposes of this Article XI as one class. Such affirmative vote shall
be required notwithstanding the fact that some lesser percentage may be
specified in law or any agreement with any national securities exchange.
2. For purposes of this Article XI, any corporation, person, or
other entity shall be deemed to be the beneficial owner of any shares of
capital stock of this corporation (i) which it or any "affiliate" or
"associate" of it (as defined in this Article XI) has the right to acquire
pursuant to any agreement, or upon exercise of conversion rights, warrants, or
options, or otherwise, or (ii) which are beneficially owned, directly or
indirectly (including shares being owned through application of clause (i)
above), by any other corporation, person, or entity which is its "affiliate" or
"associate" (as defined in this Article XI) or with which it or any "affiliate"
or "associate" of it has any agreement, arrangement, or understanding for the
purpose of acquiring, holding, voting, or disposing of the capital stock of
this corporation. For the purposes of this Article XI, the outstanding shares
of any class of capital stock of this corporation shall include shares deemed
owned through the application of clauses (i) and (ii) above but shall not
include any other shares which may be issuable pursuant to any agreement, or
upon the exercise of conversion rights, warrants, or options, or otherwise.
3. The Board of Directors of this corporation shall have the
power and duty to determine for the purposes of this Article XI, on the basis
of information then known to it, whether any corporation, person, or other
entity beneficially owns ten percent (10%) or more of the outstanding shares of
capital stock of the corporation entitled to vote generally in the election of
directors, or is an "affiliate" or an "associate" (as defined in this Article
XI) of another. Any such determination by the Board of Directors made in good
faith shall be conclusive and binding for all purposes of this Article XI.
4. The provisions of this Article XI shall not apply to any
merger or consolidation of this corporation with, or any sale, lease, exchange,
or other disposition of any assets of this corporation to or with any
corporation of which a majority of the outstanding shares of all classes of
capital stock entitled to vote generally in the election of directors,
considered for this purpose as one class, is owned of record or beneficially by
this corporation and its subsidiaries.
5. As used in this Article XI, the following terms shall have
the following meanings:
9
<PAGE> 13
Affiliate. An "affiliate" of, or a person "affiliated" with, a
specific person, means a person that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.
Associate. The term "associate" used to indicate a relationship with
any person, means (a) any corporation or organization (other than this
corporation or a majority-owned subsidiary of this corporation) of which such
person is an officer or partner or is, directly or indirectly, the beneficial
owner of ten percent (10%) or more of any class of equity securities, (b) any
trust or other estate in which such person has a substantial beneficial
interest or as to which such person serves as trustee or in a similar fiduciary
capacity, (c) any relative or spouse of such person, or any relative of such
spouse, who has the same home as such person, or (d) any investment company
registered under the Investment Company Act of 1940 for which such person or
any affiliate of such person serves as investment adviser.
Date of Determination. The term "Date of Determination" means (a) the
date on which a binding agreement (except for the fulfillment of conditions
precedent, including, without limitation, votes of shareholders to approve such
transaction) is entered into by this corporation, as authorized by its board of
directors, and another corporation, person or other entity providing for any
merger or consolidation of this corporation or any sale, lease, exchange or
disposition of all or substantially all of the assets of this corporation, as
referred to in paragraph 1 in this Article XI; or, (b) if such an agreement as
referred to in item (a) is amended so as to make it less favorable to this
corporation and its shareholders, the date on which such an amendment is
approved by the Board of Directors of this corporation, or (c) in cases where
neither item (a) nor item (b) shall be applicable, the record date for the
determination of shareholders of this corporation entitled to notice of and to
vote upon the transaction in question. The Board of Directors of this
corporation shall have the power and duty to determine for the purposes of this
Article XI the Date of Determination as to any transaction. Any such
determination by the Board of Directors made in good faith shall be conclusive
and binding for all purposes of this Article XI.
6. The provisions of this Article XI as to the vote required for
any action described herein, shall apply in addition to any other provision for
a vote required with respect to such action by law or otherwise.
Notwithstanding any other provisions of these Articles of Incorporation or the
By-Laws of this corporation (and notwithstanding the fact that some lesser
percentage may be specified in law, these Articles of Incorporation, or the
By-Laws of this corporation), the affirmative vote of the holders of eighty
percent (80%) or more of the outstanding shares of capital stock of this
corporation entitled to vote generally in the election of directors (considered
for this purpose as one class) shall be required to amend, alter, or repeal
this Article XI.
10
<PAGE> 14
IN WITNESS WHEREOF, the undersigned Chairman of the Board of
Directors and Chief Executive Officer and Vice Chairman of the Board
of Directors and Corporate Secretary of this corporation have executed
these Amended and Restated Articles of Incorporation, this 8th day of
May, 1998.
AMERICAN HERITAGE LIFE INVESTMENT CORPORATION
Attest:
Christopher A. Verlander T. O'Neal Douglas
- - ---------------------------------------- ------------------------------------
Christopher A. Verlander T. O'Neal Douglas
Vice Chairman of the Board of Directors Chairman of the Board of
and Corporate Secretary Directors and Chief Executive
Officer
STATE OF FLORIDA
COUNTY OF DUVAL
BEFORE ME, a notary public authorized to take acknowledgements in the
state and county set forth above, appeared T. O'Neal Douglas and Christopher A.
Verlander, who produced _________________________ as identification or are
personally known to me and known by me to be the persons who executed the
foregoing Amended and Restated Articles of Incorporation, and they acknowledged
before me that they executed these Amended and Restated Articles of
Incorporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, in the state and county aforesaid, this 8th day of May, 1998.
Angela V. Fortner
------------------------------------------
Notary Public, State of Florida at Large
My Commission Expires: Sept. 23, 2000
11
