SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 1, 1995
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 1-4148
REEVES INDUSTRIES, INC.
_____________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 57-0735790
_______________________________ _____________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Highway 29 South
Post Office Box 1898
Spartanburg, S. C. 29304
________________________________________ _________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803)576-1210
_________________________________________________________________
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
35,021,666 shares of $.01 par value common stock of the Registrant
were outstanding at the close of business on November 14, 1995.
REEVES INDUSTRIES, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet as of
December 31, 1994 and October 1, 1995 3
Condensed Consolidated Statement of Operations
for the quarters and nine months ended
October 2, 1994 and October 1, 1995 5
Condensed Consolidated Statement of Changes
in Stockholder's Equity for the nine months
ended October 1, 1995 6
Condensed Consolidated Statement of Cash
Flows for the nine months ended
October 2, 1994 and October 1, 1995 7
Notes to Condensed Consolidated Financial
Statements 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 15
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands, except share data)
December 31, October 1,
1994 1995
___________ ________
ASSETS
Current assets
Cash and cash equivalents, including
cash equivalents of $1,550 and $0 $ 17,429 $ 4,204
Accounts receivable, less allowance for
doubtful accounts of $1,232 and $742 52,890 50,810
Inventories (Note A) 35,909 44,594
Deferred income taxes 4,259 3,759
Other current assets 4,114 4,269
-------- --------
Total current assets 114,601 107,636
Property, plant and equipment, at cost
less accumulated depreciation (Note B) 70,629 69,233
Unamortized financing costs, less
accumulated amortization of $1,830
and $2,298 3,293 3,450
Goodwill, less accumulated amortization
of $10,771 and $11,777 42,017 41,011
Deferred income taxes 1,246 1,900
Other assets (Note C) 5,412 8,203
-------- --------
Total assets $237,198 $231,433
======== ========
CONDENSED CONSOLIDATED BALANCE SHEET (CONTINUED)
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands, except share data)
December 31, October 1,
1994 1995
___________ _________
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable $ 32,109 $ 23,099
Accrued expenses and other
liabilities 18,738 18,152
-------- --------
Total current liabilities 50,847 41,251
Long-term debt (Note D) 146,278 151,253
Deferred income taxes 5,637 5,777
Other liabilities 5,621 4,572
-------- --------
Total liabilities 208,383 202,853
-------- --------
Stockholder's equity
Common stock, $.01 par value, 50,000,000
shares authorized; 35,021,666 shares
issued and outstanding 350 350
Capital in excess of par value 5,099 5,099
Retained earnings 26,908 26,222
Equity adjustments from translation (3,542) (3,091)
-------- --------
28,815 28,580
-------- --------
Commitments and contingencies
-------- --------
Total liabilities and
stockholder's equity $237,198 $231,433
======== ========
See notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands)
Quarter Ended Nine Months Ended
__________________ __________________
Oct. 2, Oct. 1, Oct. 2, Oct. 1,
1994 1995 1994 1995
-------- -------- -------- --------
Net sales $ 73,778 $ 62,250 $227,986 $218,330
Cost of sales 60,214 53,440 182,179 180,252
-------- -------- -------- --------
Gross profit on sales 13,564 8,810 45,807 38,078
Selling, general and
administrative expenses 6,504 6,587 22,348 24,093
-------- -------- -------- --------
Operating income 7,060 2,223 23,459 13,985
Other income (expense)
Other income
(expense), net 98 (153) 58 (110)
Interest expense and
amortization of
financing costs and
debt discounts (4,114) (4,619) (12,304) (13,413)
-------- -------- -------- --------
(4,016) (4,772) (12,246) (13,523)
-------- -------- -------- --------
Income (loss) before
income taxes 3,044 (2,549) 11,213 462
Income taxes 1,373 (114) 4,496 1,148
-------- -------- -------- --------
Net income (loss) $ 1,671 $ (2,435) $ 6,717 $ (686)
======== ======== ======== ========
See notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDER'S EQUITY
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands)
Capital Equity
Common Stock in Excess Adjustments
$0.01 Par Value of Retained From
Shares Amount Par Value Earnings Translation Total
______ ______ _________ ________ ___________ ________
Balance at
December 31,
1994 35,022 $ 350 $ 5,099 $ 26,908 $ (3,542) $ 28,815
Net loss (686) (686)
Translation
adjustments 451 451
------ ------ ------- -------- -------- --------
Balance at
October 1,
1995 35,022 $ 350 $ 5,099 $ 26,222 $ (3,091) $ 28,580
====== ====== ======= ======== ======== ========
See notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
REEVES INDUSTRIES, INC. AND SUBSIDIARY
(in thousands)
Nine Months Ended
_____________________
Oct. 2, Oct. 1,
1994 1995
_________ _________
OPERATING ACTIVITIES
Net income (loss) $ 6,717 $ (686)
Adjustments to reconcile net income
to net cash provided by operating
activities
Depreciation and amortization 7,743 8,283
Changes in operating assets and
liabilities (9,501) (20,132)
Translation adjustments 230 354
-------- --------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 5,189 (12,181)
-------- --------
INVESTING ACTIVITIES
Sales of property, plant
and equipment 4,571
Purchases of property, plant
and equipment (23,077) (9,872)
-------- --------
NET CASH USED BY INVESTING ACTIVITIES (23,077) (5,301)
-------- --------
FINANCING ACTIVITIES
Net borrowings on revolving loan 14,480 4,900
Debt issuance costs (625)
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 14,480 4,275
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 432 (18)
-------- --------
DECREASE IN CASH AND CASH EQUIVALENTS (2,976) (13,225)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 12,015 17,429
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 9,039 $ 4,204
======== ========
See notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
REEVES INDUSTRIES, INC. AND SUBSIDIARY
OCTOBER 1, 1995
GENERAL
Reeves Industries, Inc., incorporated in Delaware in 1982
("Reeves"), a wholly-owned subsidiary of Hart Holding Company
Incorporated ("Hart Holding"), is a holding company whose principal
asset is the common stock of its wholly-owned subsidiary, Reeves
Brothers, Inc.("Reeves Brothers"). Reeves Brothers is a diversified
industrial company with operations in two principal business
segments, industrial coated fabrics, conducted through its
Industrial Coated Fabrics Group ("ICF"), and apparel textiles,
conducted through its Apparel Textile Group ("ATG").
The accompanying unaudited condensed consolidated financial
statements of Reeves have been prepared in accordance with the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. For such information, refer to the
consolidated financial statements and footnotes thereto included in
Reeves' annual report on Form 10-K for the year ended December 31,
1994, as filed with the Securities and Exchange Commission on March
27, 1995. The condensed consolidated financial statements so
presented are, in the opinion of management, inclusive of all
adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation of financial position
as of October 1, 1995, and the results of operations and cash flows
for the quarters and nine months ended October 2, 1994 and October
1, 1995.
Certain prior-year amounts have been reclassified to conform to
the current-year presentation.
NOTE A - INVENTORIES
Inventories at December 31, 1994 and October 1, 1995, were
comprised of the following (in thousands):
December 31, October 1,
1994 1995
____________ _________
Raw materials $ 7,591 $ 9,468
Work in process 8,536 12,984
Manufactured and finished goods 19,782 22,142
-------- --------
$ 35,909 $ 44,594
======== ========
Approximately 31% and 28% of Reeves' inventories at December 31,
1994 and October 1, 1995, respectively, are valued using the last-
in, first-out ("LIFO") method. Interim LIFO determinations,
including those as of October 1, 1995, are based on management's
estimates of expected year end inventory levels and costs.
NOTE B - PROPERTY, PLANT AND EQUIPMENT
During 1994 Reeves Brothers entered into Inducement Agreements
(the "Inducement Agreements") with Spartanburg County, South
Carolina, and Lee County, South Carolina, respectively (the
"Counties"). The Inducement Agreements provide Reeves Brothers an
incentive to make capital investments in the Counties in the form
of qualified investments in land, buildings, and/or machinery and
equipment by allowing Reeves Brothers to pay a fee in lieu of ad
valorem property taxes. Qualified investments, which include owned
assets and assets leased under operating leases, totaled $22.5
million and $27.7 million at December 31, 1994 and October 1, 1995,
respectively. The net book value at December 31, 1994 and October
2, 1995 of owned assets to which nominal title was transferred to
the Counties was $12.2 million and $16.0 million, respectively.
NOTE C - LONG-TERM OTHER ASSETS
The increase in long-term other assets from December 31, 1994 is
due primarily to pre-operating costs related to the new weaving
facility in Spartanburg, South Carolina which will weave automotive
airbag fabric for the airbag material market. Capitalized pre-
operating costs at December 31, 1994 and October 1, 1995 was
approximately $3.7 million and $6.1 million, respectively.
Accumulated amortization amounted to zero and approximately $91,000
at December 31, 1994 and October 1, 1995, respectively.
NOTE D - LONG-TERM DEBT
Long-term debt at December 31, 1994 and October 1, 1995,
consisted of the following (in thousands):
December 31, October 1,
1994 1995
___________ _________
11% Senior Notes due July 15, 2002,
net of unamortized discount of
$659 and $593 $121,841 $121,907
13 3/4% Subordinated Debentures due
May 1, 2000, net of unamortized
discount of $63 and $54 10,937 10,946
Revolving loan payable to banks 13,500 18,400
________ ________
$146,278 $151,253
======== ========
On July 14, 1995, the Credit Agreement originally dated August
5, 1992, which provided Reeves and Reeves Brothers with a revolving
line of credit (the "Revolving Loan") and letter of credit
facility, was amended and restated (the "Amended Credit Agreement")
to increase the Revolving Loan to $60 million and extend its term
until July 13, 2000.
The Revolving Loan is subject to a Borrowing Base of eligible
accounts receivable and inventory. As of October 1, 1995, the
unused portion of the Revolving Loan totaled approximatley $40.6
million. Reeves and Reeves Brothers had available borrowings at
October 1, 1995, net of $1.0 million of outstanding letters of
credit, of approximately $19.4 million under the Revolving Loan.
The Revolving Loan under the Amended Credit Agreement bears
interest at rates determined in a manner similar to that under the
Credit Agreement. The Revolving Loan is secured by Reeves
Brothers' domestic accounts receivable and inventories. The
Amended Credit Agreement contains certain restrictive covenants
with respect to Reeves and Reeves Brothers including, among other
things, (i) limitations on liens, guarantee obligations, sale of
assets, dividends and investments, loans and advances, (ii)
maintenance of net worth and (iii) compliance with certain
financial tests and limitations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following table and discussion present Reeves' sales and
operating income by segment for the quarters and nine months ended
October 2, 1994 and October 1, 1995 (in thousands):
Quarter Ended Nine Months Ended
___________________ __________________
Oct. 2, Oct. 1, Oct. 2, Oct. 1,
1994 1995 1994 1995
________ ________ ________ ________
Net Sales:
Industrial Coated
Fabrics Group $ 36,730 $ 37,959 $114,973 $128,581
Apparel Textile Group 36,408 23,565 111,008 87,563
Other 640 726 2,005 2,186
________ ________ ________ ________
Total Net Sales $ 73,778 $ 62,250 $227,986 $218,330
======== ======== ======== ========
Operating Income:
Industrial Coated
Fabrics Group $ 6,902 $ 6,909 $ 21,755 $ 24,086
Apparel Textile Group 2,650 (3,111) 9,561 (3,140)
Other (13) 9 172 84
Corporate Expenses (2,479) (1,584) (8,029) (7,045)
________ ________ ________ ________
Total Operating
Income $ 7,060 $ 2,223 $ 23,459 $ 13,985
======== ======== ======== ========
Operating Income as a
Percent of Net Sales 9.6% 3.6% 10.3% 6.4%
====== ====== ====== ======
THREE MONTHS ENDED OCTOBER 2, 1994 COMPARED WITH
THREE MONTHS ENDED OCTOBER 1, 1995
NET SALES
Reeves' total net sales decreased 15.6% for the third quarter
of 1995 compared to the third quarter of 1994. ICF's net sales
represented 61.0% of Reeves' total net sales for the third quarter
of 1995 compared to 49.8% for the comparable period in 1994. ATG's
net sales represented 37.9% of Reeves' total net sales for the
third quarter of 1995 compared to 49.3% for the comparable period
in 1994. Other net sales represented 1.1% of Reeves' total net
sales for the third quarter of 1995 compared to 0.9% for the
comparable period in 1994.
ICF's net sales increased 3.3% during the third quarter of 1995
compared to the third quarter of 1994.
ATG's net sales decreased 35.3% during the third quarter of 1995
compared to the third quarter of 1994 due to a weak U.S. retail apparel
market.
OPERATING INCOME
Operating income for the third quarter of 1995 was $2.2 million
compared to $7.1 million for the third quarter of 1994. As a
percentage of net sales, operating income decreased to 3.6% of net
sales for the third quarter of 1995 compared to 9.6% for the same
period of 1994.
ICF's operating income for the third quarter of 1995 increased
by 0.1% as compared to the third quarter of 1994.
ATG's operating income for the third quarter of 1995 decreased by
217.4% as compared to the third quarter of 1994 due to the weak U.S. retail
apparel market.
Corporate expenses decreased 36.1% during the third quarter of
1995 compared to the third quarter of 1994.
NINE MONTHS ENDED OCTOBER 2, 1994 COMPARED WITH
NINE MONTHS ENDED OCTOBER 1, 1995
NET SALES
Reeves' total net sales decreased 4.2% for the first nine months
of 1995 compared to the first nine months of 1994. ICF's net sales
represented 58.9% of Reeves' total net sales for the first nine
months of 1995 compared to 50.4% for the comparable period in 1994.
ATG's net sales represented 40.1% of Reeves' total net sales for
the first nine months of 1995 compared to 48.7% for the comparable
period in 1994. Other net sales represented 1.0% of Reeves' total
net sales for the first nine months of 1995 compared to 0.9% for
the comparable period in 1994.
ICF's net sales increased 11.8% during the first nine months of
1995 compared to the first nine months of 1994.
ATG's net sales decreased 21.1% during the first nine months of
1995 compared to the first nine months of 1994 due to the weak U.S.
retail apparel market.
OPERATING INCOME
Operating income for the first nine months of 1995 was $14.0
million compared to $23.5 million for the first nine months of
1994. As a percentage of net sales, operating income decreased to
6.4% of net sales for the first nine months of 1995 compared to
10.3% for the same period of 1994.
ICF's operating income for the first nine months of 1995
increased by 10.7% as compared to the first nine months of 1994.
The increase is primarily due to the higher sales volumes.
ATG's operating income for the first nine months of 1995
decreased by 132.8% as compared to the third quarter of 1994 due to
the weak U.S. retail apparel market.
Corporate expenses decreased 12.3% during the first nine months
of 1995 compared to the first nine months of 1994.
LIQUIDITY AND CAPITAL RESOURCES
Cash used by operations during the nine months ended October 1,
1995 was approximately $12.8 million.
Reeves is required to make sinking fund payments related to the
13 3/4% Subordinated Debentures of $6.0 million on May 1, 1999 and
$5.0 million on May 1, 2000. The 11% Senior Notes are due 2002.
On July 14, 1995, the Credit Agreement originally dated August
5, 1992, which provided Reeves and Reeves Brothers with a revolving
line of credit (the "Revolving Loan") and letter of credit
facility, was amended and restated (the "Amended Credit Agreement")
to increase the Revolving Loan to $60 million and extend its term
until July 13, 2000. The Revolving Loan is subject to a Borrowing
Base of eligible accounts receivable and inventory. As of October
1, 1995, the unused portion of the Revolving Loan totaled
approximately $40.6 million. Reeves and Reeves Brothers had
available borrowings at October 1, 1995, net of $1.0 million of
outstanding letters of credit, of approximately $19.4 million under
the Revolving Loan.
Reeves has received commitments from equipment lessors for long-
term operating leases of equipment. As of October 1, 1995,
commitments received in 1994 and 1995 totaled approximately $33.5 million.
As of October 1, 1995, $25.6 million of the availability under these
commitments has been utilized. An additional $5.5 million is
expected to be utilized before December 31, 1995.
Reeves believes that its cash flow from operations, available
leasing capacity and funds available under the Amended Credit
Agreement will be sufficient to meet anticipated requirements.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit Description
3.01 Restated Certificate of Incorporation of Reeves
Brothers, Inc.
10.01 Amendment to Employment Agreement dated July 1,
1991, between Reeves Brothers, Inc. and Anthony
L. Cartagine
10.02 Amendment to Employment Agreement dated November
1, 1991, between Reeves Brothers, Inc. and Vito
W. Lenoci
27 Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the
three month period ended October 1, 1995.
SIGNATURES
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.
REEVES INDUSTRIES, INC.
DATE: November 14, 1995 By: /s/ Steven W. Hart
___________________
Steven W. Hart
Executive Vice President
Chief Financial Officer
Page 1
State of Delaware
Office of the Secretary of State
_________________________
I, Edward J. Freel, Secretary of State of the State of Delaware, do
hereby certify the attached is a true and correct copy of the Certificate of
Amendment of "Reeves Brothers, Inc. ", filed in this office on the sixth day
of July, A.D. 1995, at 3 o'clock P.M.
/s/ Edward J. Freel
--------------------------------
Edward J. Freel, Secretary of State
Authentication:
0357301 8100 7686539
Date:
950245853 10-25-95
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
REEVES BROTHERS, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That Reeves Industries, Inc., being the sole
stockholder of the corporation, adopted a resolution, via written consent
pursuant to section 228 of the Delaware General Corporation Law,
proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation
be amended by changing the second paragraph of
Article NINTH thereof so that, as amended, said
paragraph of said Article shall be and read as
follows:
The number of directors of the Corporation shall
be fixed and may be altered from time to time as
may be provided in the By-laws, but shall not be
less than one.
SECOND: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of sections 242 and 228 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said REEVES BROTHERS, INC. has
caused this certificate to be signed by James W. Hart, Jr., its President, and
attested by Jennifer H. Fray, its Secretary, this 7th day of July, 1995.
REEVES BROTHERS, INC.
(Corporate Seal) By /s/ James W. Hart Jr.
----------------------
James W. Hart, Jr. President
ATTEST:
/s/ Jennifer H. Fray
- -------------------------
Jennifer H. Fray, Secretary
PAGE 1
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY
OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT OF "REEVES
INDUSTRIES, INC.", FILED IN THIS OFFICE ON THE NINETEENTH DAY OF
APRIL, A.D. 1994, AT 10 O'CLOCK A.M.
/s/ William T. Quillen
-------------------------
William T. Quillen,
Secretary of State
AUTHENTICATION: 7093842
DATE: 04-19-94
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
Reeves Industries, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
The present registered agent of the corporation is United States
Corporation Company and the present registered office of the
corporation is in the county of Kent
The Board of Directors of Reeves Industries, Inc. adopted the
following resolution on the 14th day of April, 1994.
Resolved, that the registered office of Reeves Industries,
Inc. in the state of Delaware be and it hereby is changed to
Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle, and the authorization of
the present registered agent of this corporation be and the
same is hereby withdrawn, and THE CORPORATION TRUST COMPANY,
shall be and is hereby constituted and appointed registered
agent of this corporation at the address of its registered
office.
IN WITNESS WHEREOF, Reeves Industries, Inc. has caused this
statement to be signed by James W. Hart, Jr., its ________ President
and attested by Jennifer H. Fray, its __________ Secretary this 14th
day of April, 1994.
By /s/ James W. Hart, Jr.
____________________________________
______________ President
ATTEST:
By /s/ Jennifer H. Fray
________ Secretary
State of Delaware
Office of Secretary of State
------------------------
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY
OF THE CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION OF
"NEWREEVECO, INC." FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF
JUNE, A.D. 1982, AT 12:05 O'CLOCK P.M.
* * * * * * * * * *
/s/ Michael Ratchford
SECRETARY OF STATE
AUTHENTICATION:
*3368888
DATE: 03/04/1992
RESTATED CERTIFICATE OF INCORPORATION
OF
NEWREEVECO, INC.
(originally incorporated under the name
"Newrevco, Inc." on April 1, 1982)
---------------------------------
Under Section 245 of the General
Corporation Law of the State of
Delaware
---------------------------------
FIRST: The name of the corporation is
Newreeveco, Inc.
SECOND: The registered office of the corpo-
ration in the State of Delaware is located at 306 South
State Street, Kent County, Dover, Delaware. The name
of its registered agent at such address is the United
States Corporation Company.
THIRD: The purpose of the corporation is to
engage in any lawful act or activity for which corpora-
tions may be organized under the General Corporation
Law of Delaware as presently in effect or as it may
hereafter be amended.
FOURTH: A. The total number of shares of
capital stock which the corporation shall have
authority to issue is 145,000 shares, classified as
follows:
(i) 115,000 shares of Common Stock, par
value $1.00 per share (hereinafter
called "Common Stock"), to be issued in
three classes, (a) 99,057 shares of
which are hereby designated Class A
Common Stock (hereinafter called "Class
A Common Stock"), (b) 3,000 shares of
which are hereby designated Class B
Common Stock (hereinafter called "Class
B Common Stock") and (c) 12,943 shares
of which are hereby designated Class C
Common Stock (hereinafter called "Class
C Common Stock"); and
(ii) 30,000 shares of Series A Cumulative
Preferred Stock, without par value
(hereinafter called the "Series A
Preferred Stock").
B. The following is a statement of the
designations, powers, preferences and
relative, participating, optional or other
special rights, and qualifications,
limitations or restrictions thereof, of the
Series A Preferred Stock, the Class A Common
Stock, the Class B Common Stock and the Class
C Common Stock:
Section 1.
Series A Preferred Stock Dividend Rights
1.1 Subject to the provisions of subsection
1.2, the holders of the shares of Series A
Preferred Stock shall be entitled to receive, if,
as and when declared by the Board of Directors of
the corporation out of any funds at the time
legally available for the declaration of
dividends, cumulative cash dividends with respect
to the Dividend Period (as defined in section 19
of this paragraph B) then ended at the rate of $14
per share per annum, and no more, payable
quarterly on each Dividend Payment Date (as
defined in such section 19) of each year,
beginning on November 16, 1982. Dividends on the
Series A Preferred Stock shall be cumulative from
the date on which the shares of Series A Preferred
Stock are issued.
1.2 Notwithstanding the provisions of
subsection 1.1, the corporation shall not declare
or pay or set apart for payment any amount for
dividends or make any other distribution on the
Series A Preferred Stock in excess of the greater
of (a) Consolidated Earned Surplus Accumulated
From and After July 4, 1982 (as defined in section
19 of this paragraph B) or (b) Earned Surplus of
the Corporation (as defined in such section 19).
1.3 If, on any date on which dividends
are payable on the Series A Preferred Stock as
provided in subsection 1.1, the amount of the
dividends to be paid by the corporation is in the
aggregate less than the full dividends payable on
such data, the dividends declared and to be paid
by the corporation on such date shall be allocated
pro rata among the shares of outstanding Series A
Preferred Stock.
Section 2.
Series A Preferred Stock Liquidation,
etc. Rights
2.1 In the event of any liquidation,
dissolution or winding up of the corporation,
whether voluntary or involuntary, before any
distribution of the assets of the corporation
shall be made to or set apart for the holders of
any Junior Stock (as defined in section 19 of this
paragraph B) the holders of the Series A Preferred
Stock shall be entitled to the payment in cash of
$100 per share, together with a sum equal to Full
Cumulative Dividends (as defined in such section
19) thereon to the date of final distribution to
the holders of the Series A Preferred Stock.
2.2 If, upon any such liquidation,
dissolution or winding up, the assets of the
corporation distributable among the holders of the
Series A Preferred Stock shall be insufficient to
pay to them in full the preferential amounts to
which they are entitled as specified in subsection
2.1 above, then such assets, or the proceeds
thereof, shall be distributed among the holders of
the Series A Preferred Stock ratably in proportion
to the amounts which would be payable to them,
respectively, if such preferential amounts were
paid to them in full.
2.3 Neither a merger nor a consolidation of
the corporation (whether or not the corporation is
the surviving corporation) nor a sale of all or
substantially all of the assets of the corporation
shall constitute a liquidation, dissolution or
winding up of the corporation for purposes of this
section 2.
Section 3.
Series A Preferred Stock
Mandatory Redemption
Subject to the provisions of section 6 of
this paragraph B, commencing on the Mandatory
Redemption Date (as defined in section 19 of this
paragraph B) occurring in 1991, and thereafter on
each succeeding Mandatory Redemption Date up to
and including the Mandatory Redemption Date
occurring in 1994, the corporation shall redeem
out of any funds of the corporation at the time
legally available for redemptions (a) 7,500 (or
such lesser number as shall then be outstanding)
shares of Series A Preferred Stock at a cash
redemption price equal to the Redemption Price (as
defined in such section 19), and (b) Series A
Preferred Stock required to be redeemed under this
section 3 in prior years, if any, but not yet
redeemed by reason of a deficiency of funds
legally or under this Article FOURTH available for
redemption, at a cash redemption price equal to
the Redemption Price. If on any date on which the
corporation is required to redeem shares of Series
A Preferred Stock hereunder, all of such shares
may not be redeemed by reason of a deficiency of
funds legally or under this Article FOURTH
available for redemptions, the corporation shall
nevertheless redeem in accordance with the
provisions of subsection 6.4 such number of shares
as it may redeem on such date.
Section 4.
Series A Preferred Stock
Optional Redemption
Subject to the provisions of section 6 of
this paragraph B, commencing on the Mandatory
Redemption Date occurring in 1992, and thereafter
on the Mandatory Redemption Dates occurring in
1993 and 1994, the Series A Preferred Stock shall
be subject to redemption, as a whole or in part,
at the option of the corporation, at a cash
redemption price equal to the Redemption Price out
of any funds of the corporation at the time
legally available for redemptions.
Section 5.
Series A Preferred Stock Repurchase
Subject to the provisions of section 6 of
this paragraph B, the corporation may at any time
and at its option offer in writing to repurchase
all or any of the Series A Preferred Stock for
such price and on such other terms as the
corporation may determine (except that if any such
offer is made at any time that the Series A
Preferred Stock is redeemable the price offered by
the corporation shall not be greater than the
Redemption Price), provided that if such an offer
is made to any holder of Series A Preferred Stock
other than an Original Series A Preferred Stock-
holder (as defined in section 19 of this paragraph
B), the corporation shall make an identical offer
in writing to each Original Series A Preferred
Stockholder, pro rata based on the total number of
shares of Series A Preferred Stock held of record
by (x) all offerees (other than the Original
Series A Preferred Stockholders) and (y) the
Original Series A Preferred Stockholders.
Section 6.
General Provisions Applicable to
Series A Preferred Stock
Redemptions and Repurchases
6.1 Notwithstanding the provisions of
sections 3, 4, 5 and 9 of this paragraph B, the
corporation shall not pay or set apart any amount
for the redemption of Series A Preferred Stock, or
pay any amount for the repurchase of any Series A
Preferred Stock, if at the time such redemption or
repurchase is prohibited by the provisions of the
Bank Debt (as defined in section 19 of this
paragraph B), the Senior Subordinated Indebtedness
(as defined in such section 19), or the Junior
Subordinated Indebtedness (as defined in such
section 19).
6.2 Notwithstanding the provisions of sec-
tions 3, 4, 5 and 9 of this paragraph B, the
corporation shall not pay or set apart any amount
for the redemption of any Series A Preferred
Stock, or pay any amount for the repurchase of any
Series A Preferred Stock, in excess of the greater
of (a) Consolidated Earned Surplus Accumulated
From and After July 4, 1982 (as defined in section
19 of this paragraph B) or (b) Earned Surplus of
the Corporation (as defined in such section 19).
6.3 In the case of each redemption of Series
A Preferred Stock pursuant to sections 3 and 4 of
this paragraph B, the corporation shall give
written notice thereof to all holders of Series A
Preferred Stock not less than thirty (30) nor more
than ninety (90) days prior to the date fixed for
such redemption, specifying (a) the date fixed for
such redemption, (b) the cash redemption price
payable for each share of Series A Preferred Stock
to be redeemed on such date, (c) the number and,
if less than all shares of Series A Preferred
Stock are to be redeemed, the certificate numbers,
of the shares of Series A Preferred Stock to be
redeemed, and (d) the section of this paragraph B
pursuant to which such redemption is to be made.
In the case of each offer to repurchase Series A
Preferred Stock made pursuant to section 5 of this
paragraph B, if the corporation shall have made
such an offer to any holder of Series A Preferred
Stock other than an Original Series A Preferred
Stockholder, the corporation shall give written
notice thereof to the Original Series A Preferred
Stockholders not more than fifteen (15) days after
such offer to repurchase has been made to such
other holder, and not less than thirty (30) days
prior to the date fixed for such repurchase. Such
notice shall (a) specify the price and other terms
of the offer to repurchase and (b) extend an
identical offer to repurchase Series A Preferred
Stock of the Original Series A Preferred
Stockholders on a pro rata basis in accordance
with section 5 of this paragraph B.
6.4 If less than all the shares of Series A
Preferred Stock are to be redeemed, the shares of
Series A Preferred Stock to be redeemed shall be
allocated by the corporation in proportion (as
nearly as practicable) to the number of shares of
Series A Preferred Stock held of record by the
holders of such Series A Preferred Stock at the
time outstanding.
6.5 The corporation shall pay or set apart
for payment the amounts payable upon the
redemption or repurchase of Series A Preferred
Stock to the holders thereof (a) in the case of
optional redemptions pursuant to section 4 of this
paragraph B, on the date fixed for redemption
specified in the notice referred to in subsection
6.3 (which date shall be a Mandatory Redemption
Date), (b) in the case of mandatory redemptions
pursuant to section 3 of this paragraph B, on the
Mandatory Redemption Date (as defined in section
19 of this paragraph B), and (c) in the case of
repurchases pursuant to section 5 of this
paragraph B, on the date specified therefor in the
offer to repurchase. Upon such payment or if on
or prior to the date fixed for redemption or
repurchase such amounts have been set apart for
payment, all rights of such holders as
stockholders of the corporation by reason of the
ownership of such redeemed or repurchased Series A
Preferred Stock shall cease, whether or not the
certificates for such Series A Preferred Stock
shall have been surrendered for cancellation; and,
after such payment or setting apart for payment,
such Series A Preferred Stock shall not be deemed
outstanding. In addition, shares of Series A
Preferred Stock which have been called for
redemption shall not be deemed to be outstanding
shares for the purpose of voting or determining
the total number of shares of Series A Preferred
Stock entitled to vote on any matter on and after
the date on which written notice of redemption has
been sent to holders thereof and a sum sufficient
to redeem such shares has been irrevocably
deposited or set aside to pay the cash redemption
price to the holders of the shares of Series A
Preferred Stock to be so redeemed. If requested
by the corporation, such holders shall surrender
and, at the expense of the corporation, deliver
certificates for such Series A Preferred Stock
being redeemed or purchased to the corporation.
All Series A Preferred Stock redeemed or
repurchased by the corporation shall be retired
and cancelled and shall not be available for re-
issuance by the corporation.
6.6 For purposes hereof, the phrases "set
apart for payment" and "setting apart for payment"
shall mean the actual deposit of funds for the
purpose of making any redemption or repurchase
with a bank or trust company located in the City
of New York having a combined capital and surplus
of not less than $50,000,000.
Section 7.
Series A Preferred Stock Voting Powers
7.1 Except as otherwise expressly provided
herein or by law, the holders of Series A
Preferred Stock shall have no right as such
holders to vote at or participate in any meeting
of stockholders of the corporation or to receive
any notice of any such meeting.
7.2 The holders of record of Series A
Preferred Stock shall have the special right,
voting separately as a single class, to elect two
directors to the Board of Directors of the
corporation at the special meeting of holders of
record of Series A Preferred Stock referred to in
subsection 7.3 (and at each succeeding annual
meeting of stockholders thereafter until such
right shall terminate as hereinafter provided)
upon the occurrence and during the continuance of
any of the following conditions:
(a) if at any time the corporation
shall be in arrears in the payment of all or
any part of the cash redemption price payable
upon any mandatory redemption of the Series A
Preferred Stock pursuant to section 3 of this
paragraph B (regardless of whether such
arrearages result by virtue of the provisions
of subsections 6.1 or 6.2 or otherwise); or
(b) if at any time the corporation
shall be in arrears with respect to full cash
dividend payments for four quarterly dividend
periods, whether or not consecutive, pursuant
to section 1 of this paragraph B (regardless
of whether such arrearages result by virtue
of the provisions of subsection 1.2 or
otherwise); or
(c) if at any time there exists a de-
fault (which shall mean for purposes hereof
any event which shall constitute an event of
default and as to which any requirement of
notice or the lapse of time or both has been
satisfied) under any of the agreements
relating to the Bank Debt, the Senior Sub-
ordinated Indebtedness or the Junior Sub-
ordinated Indebtedness, respectively.
7.3 If any condition referred to in
subsection 7.2 shall occur, the corporation shall
give notice thereof to the holders of record of
the Series A Preferred Stock within twenty (20)
days after the occurrence of such condition and
any officer or the directors of the corporation
shall call a special meeting of the holders of
record of Series A Preferred Stock to take place
within thirty (30) days following the occurrence
of such condition, provided that failure to give
such notice or call such meeting shall not affect
the rights of the holders of the Series A
Preferred Stock conferred by subsection 7.2. If
such a meeting shall not have been called as
provided above, such meeting may be called, at the
expense of the corporation, by the holders of
record of not less than 5% of the Series A
Preferred Stock at the time outstanding on written
notice specifying the time and place of the
meeting given by mail not less than seven (7) nor
more than sixty (60) days before the date of such
meeting specified in such notice.
7.4 Subject to the provisions of subsection
7.6, each director elected by the holders of
record of the Series A Preferred Stock, voting
separately as a single class as provided in
subsection 7.2, shall hold office until the annual
meeting of stockholders next succeeding his
election and until his successor, if any, is
elected by such holders and qualifies.
7.5 In case any vacancy shall occur among
the directors elected by the holders of Series A
Preferred Stock, voting separately as a single
class as provided in subsection 7.2, such vacancy
may be filled for the unexpired portion of the
term by vote of the single remaining director
theretofore elected by such stockholders, or his
successor in office or by the vote of such stock-
holders given at a special meeting of such stock-
holders called for the purpose.
7.6 The persons elected as directors as pro-
vided in subsections 7.2 and 7.5, together with
the directors elected by the holders of Common
Stock, shall constitute the Board of Directors of
the corporation. If all arrearages and defaults
constituting the conditions referred to in subsec-
tion 7.2 shall cease to exist or are cured, the
right of the holders of record of Series A
Preferred Stock, voting separately as a class, to
elect two directors as provided in subsection 7.2
shall expire, subject to revival from time to time
upon the recurrence of any such condition, and the
terms of the directors so elected shall terminate.
7.7 Upon any proposal (i) to effect a merger
or consolidation of the corporation with or into
any other corporation, except in a case where the
corporation is the surviving corporation, or (ii)
to effect a sale of all or substantially all the
corporation's assets, the holders of record of the
Series A Preferred Stock at the time outstanding
shall, in addition to any other voting rights
granted to such holders by law, be entitled to
vote on such proposal with the holders of Common
Stock, as a single class, with one vote per share
of Series A Preferred Stock. At any meeting at
which a proposal of the type referred to in this
subsection 7.7 is to be considered, the presence
in person or by proxy of the holders of record of
a majority of shares of Series A Preferred Stock
and of Common Stock, taken as a single class,
shall be necessary to constitute a quorum for such
purpose.
7.8 Without the consent of the holders of
record of at least a majority of the Series A
Preferred Stock at the time outstanding (includ-
ing, in any event, the Original Series A Preferred
Stockholders who at the time hold shares of Series
A Preferred Stock), given in person or by proxy,
either in writing without a meeting or at a
special or annual meeting of stockholders called
for the purpose, at which the holders of record of
Series A Preferred Stock shall vote separately as
a class, the corporation shall not issue any
additional Series A Preferred Stock or any shares
of Parity Stock (as defined in section 19 of this
paragraph B).
7.9 Without the consent of the holders of
record of all of the Series A Preferred Stock at
the time outstanding, given in person or by proxy,
either in writing without a meeting or at a
special or annual meeting of stockholders called
for the purpose, at which the holders of record of
Series A Preferred Stock shall vote separately as
a class, the corporation shall not issue any
shares of Prior Stock (as defined in section 19 of
this paragraph B).
7.10 Subject to the provisions of subsection
7.11 of this paragraph B, without the consent of
the holders of record of at least two-thirds of
the Series A Preferred Stock at the time
outstanding (including, in any event, the Original
Series A Preferred Stockholders who at the time
hold shares of Series A Preferred Stock), given in
person or by proxy, either in writing without a
meeting or at a special or annual meeting of
stockholders called for the purpose, at which the
holders of Series A Preferred Stock shall vote
separately as a class, the corporation shall not:
(a) effect any division of the Series A
Preferred Stock or any combination thereof
with any other class or series of stock; or
(b) effect any amendment to the
Certificate of Incorporation of the
corporation which would materially alter the
relative rights and preferences of the Series
A Preferred Stock so as to adversely affect
the holders thereof.
7.11 Notwithstanding the provisions of
subsection 7.10 hereof, no amendment to this
Certificate of Incorporation which (w) changes any
amount payable on the Series A Preferred Stock as
dividends, or upon mandatory or optional
redemption or liquidation, or (x) changes the date
when any such amount is payable, or (y) changes
any consent requirement of subsection 7.8, 7.9,
7.10, or 7.11 of this paragraph B, or (z) changes
the provisions of subsection 1.2, 6.1 or 6.2 of
this paragraph B shall be effective without, in
each case, the consent of the holders of record of
all the Series A Preferred Stock at the time
outstanding, given in person or by proxy, either
in writing without a meeting or at a special or
annual meeting of stockholders called for the
purpose, at which the holders of Series A
Preferred Stock shall vote separately as a class.
7.12 At each annual or special meeting of
stockholders at which the holders of Series A Pre-
ferred Stock shall have the special right, voting
separately as a single class, to elect directors
as provided in subsection 7.2 or to take any other
action on which such stockholders are entitled to
vote as a class, (i) except as provided in subsec-
tion 7.7, the presence in person or by proxy of
the holders of record of one-third of the total
number of shares of Series A Preferred Stock then
issued and outstanding shall be necessary to con-
stitute a quorum of such class for such election
as a class, (ii) the affirmative vote of the
majority of shares of Series A Preferred Stock
present in person or represented by proxy at such
meeting shall be necessary to elect directors,
(iii) the affirmative vote of a majority of all
shares entitled to vote shall be necessary to
approve any proposal referred to in subsection 7.7
and (iv) the affirmative vote of the number of
shares of Series A Preferred Stock set forth in
subsections 7.8, 7.9, 7.10 and 7.11 of this
paragraph B shall be necessary to take the actions
described in such subsections, respectively.
Section 8.
Series A Preferred Stock
Restrictions on Other Payments, etc.
8.1 Unless the corporation shall have de-
clared and paid, or shall have set apart a sum in
cash sufficient for the payment of, all cash
dividend payments pursuant to Section 1 of this
paragraph B with respect to all Dividend Payment
Dates occurring on or prior to the date on which
the corporation proposes to take any action
specified in clause (a), (b) or (c) of this
subsection 8.1, the corporation shall not:
(a) declare or pay or set apart for
payment any dividend or make any other dis-
tribution on any Junior Stock, or redeem,
purchase or otherwise acquire any Junior
Stock except for purchases of Common Stock
pursuant to paragraphs C, D and E of the
Stockholders' Agreement (as defined in such
section 19), provided the corporation shall
on the date of such purchase resell any such
Common Stock so purchased at a net price at
least equal to the purchase price paid by the
corporation for such shares; or
(b) declare or pay or set apart for
payment any dividend or make any other dis-
tribution on any Parity Stock, except divi-
dends paid proportionately (based on the
relative amounts of dividends payable or in
arrears) on the Series A Preferred Stock and
on all Parity Stock on which dividends are
payable or in arrears; or
(c) redeem, purchase or otherwise
acquire any Parity Stock except pursuant to
mandatory redemptions made in accordance with
the terms of such Parity Stock.
8.2 Unless the full cash redemption price
for all mandatory redemption payments on the
Series A Preferred Stock required to be made shall
have been made on or prior to the date on which
the corporation proposes to take any action
specified in clause (a) or (b) of this subsection
8.2, the corporation shall not:
(a) declare or pay or set apart for
payment any dividend or make any other
distribution on any Junior Stock, or redeem,
purchase or otherwise acquire any Junior
Stock except for purchases of Common Stock
pursuant to paragraphs C, D and E of the
Stockholders' Agreement, provided the
corporation shall on the date of such pur-
chase resell any such Common Stock so pur-
chased at a net price at least equal to the
purchase price paid by the corporation for
such shares; or
(b) redeem, purchase or otherwise
acquire any Parity Stock except pursuant to
mandatory redemptions made proportionately
(based on the relative amounts of mandatory
redemption payments payable or in arrears) on
the Series A Preferred Stock and on all
Parity Stock on which mandatory redemption
payments are payable or in arrears.
Section 9.
Series A Preferred Stock Redemption in
connection with Issuance of Additional
Preferred Stock, Parity Stock or Prior Stock
Subject to the provisions of section 6 of
this paragraph B, if at any time the corporation
sends a written notice to the holders of Series A
Preferred Stock, which notice requests that such
holders grant the requisite consent pursuant to
subsections 7.8 or 7.9, as the case may be, to the
issuance by the corporation of additional Series A
Preferred Stock, Parity Stock or Prior Stock and
such consent is not obtained within thirty (30)
days following the date on which the notice was
sent by the corporation, the corporation shall
have the right, at its option, to redeem, on the
second Dividend Payment Date after the end of the
fiscal year of the corporation in which such
notice was sent by the corporation, at a cash
price equal to the Redemption Price out of any
funds of the corporation at the time legally
available for redemption, all of the Series A
Preferred Stock the holders of which did not
consent to such request.
Section 10.
No Series A Preferred Stock
Preemptive Rights
No holder of Series A Preferred Stock shall,
as such holder, have any preemptive right in or
preemptive right to purchase or subscribe to any
shares or other securities of the corporation.
Section 11.
Series A Preferred Stock Payments
and Notices; Consents
All notices and all payments with respect to
the Series A Preferred Stock shall be mailed to
the holders of Series A Preferred Stock at their
respective addresses, as the same shall appear on
the books of the corporation, or at such other ad-
dress as may have been furnished to the
corporation in writing by any such holder;
provided however that the corporation and any
holder of Series A Preferred Stock may agree in
writing that notices or payments or both shall be
made in a manner different from that set forth in
this section 11. Any consent by a holder of
Series A Preferred Stock may be given in writing
or by vote at any regular or special meeting of
stockholders.
Section 12.
Common Stock Junior to Preferred Stock
The rights of the holders of the Common Stock
as to dividends and assets shall be junior to the
rights and preferences of the holders of the
Series A Preferred Stock.
Section 13.
Common Stock Powers, Etc.
Except as otherwise provided in this Certi-
ficate of Incorporation, Class A Common Stock,
Class B Common Stock and Class C Common Stock
shall have the same powers, preferences and rela-
tive, participating, optional or other special
rights, and qualifications, limitations or
restrictions thereof.
Section 14.
Common Stock Dividends
Subject to the provisions of section 8 of
this paragraph B, the holders of the Class A
Common Stock, the Class B Common Stock and the
Class C Common Stock shall be entitled to share
equally, on a share-by-share basis, in dividends
out of any funds of the corporation at the time
legally available for the purpose, if, as and when
declared by the Board of Directors and paid to
the holders of Class A Common Stock, Class B
Common Stock and Class C Common Stock. No
dividends shall be declared and paid on the Common
Stock unless an equal amount, on a share-by-share
basis, is declared and paid on the Class A Common
Stock, the Class B Common Stock and the Class C
Common Stock; provided, however, that in
connection with any dividend consisting of Common
Stock, the holders of shares of Common Stock of
any particular class shall only be entitled to
receive shares of Common Stock of the same class.
Section 15.
Common Stock Liquidation, etc. Rights
Subject to the provisions of section 2 of
this paragraph B, upon liquidation, dissolution or
winding up of the corporation, whether voluntary
or involuntary, all of the assets of the corpora-
tion available for distribution to stockholders
shall be distributed to the holders of Class A
Common Stock, Class B Common Stock and Class C
Common Stock, and the holders of the Class A
Common Stock, Class B Common Stock and Class C
Common Stock shall be entitled to share equally,
on a share by share basis, in the assets of the
corporation available for distribution to the
holders of Class A Common Stock, Class B Common
Stock and Class C Common Stock.
Section 16.
Common Stock Voting Powers
16.1 Subject to the provisions of section 7
of this paragraph B and except as otherwise
provided by law, the entire voting rights and
power of the corporation's capital stock shall be
vested in the holders of the Common Stock.
16.2 Each holder of record of Class A Common
Stock shall be entitled to one vote for each share
of Class A Common Stock held by such holder of
record.
16.3 Each holder of record of Class B Common
Stock shall be entitled to (a) one vote for each
share of Class B Common Stock held by such holder
of record and (b) in addition, for each share of
Class B Common Stock held by such holder of
record, a number of votes equal to (x) the number
of shares of Class C Common Stock at the time
outstanding, times 0.67, divided by (y) the number
of shares of Class B Common Stock at the time
outstanding.
16.4 Each holder of record of Class C Common
Stock shall be entitled to 0.33 votes for each
share of Class C Common Stock held by such holder
of record.
16.5 Subject to the provisions of section 7
of this paragraph B and except as otherwise
provided by law, (a) at each meeting of the
stockholders of the corporation, the presence in
person or by proxy of the holders of shares of
Common Stock having a majority of the total number
of votes to which the shares of Common Stock are
at the time entitled shall be necessary to
constitute a quorum for the transaction of any
business, and (b), except as provided in
subsection 17.2 of this paragraph B, the affir-
mative vote of the number of shares of Common
Stock having a majority of the total number of
votes to which the shares of Common Stock are at
the time entitled which are present in person or
by proxy at a meeting shall be necessary for any
acts of the stockholders.
Section 17.
Common Stock Preemptive Rights
17.1 If at any time any authorized but
unissued shares of any class of Common Stock of
the corporation are issued or any previously
issued shares of any class of Common Stock are
acquired by the corporation and resold or any
securities of the corporation shall be issued
which are convertible into, exchangeable for or
otherwise entitle the holders of such securities
to receive shares of any class of Common Stock,
the holders of Common Stock at the time
outstanding shall have the preemptive right to
subscribe therefor, pro rata on the basis of the
number of shares of Common Stock held by them of
record, at such price and on such other terms as
may be established by the Board of Directors in
its sole discretion in each instance, unless
(a) at the time of such issuance or
resale, any class of equity securities of the
corporation is registered under the
Securities Exchange Act of 1934 as at the
time in effect (or any similar federal
statute at the time in effect); or
(b) such issuance or resale is in
connection with a public offering of such
Common Stock pursuant to an effective
registration statement filed under the
Securities Act of 1933 as at the time in
effect (or any similar federal statute at the
time in effect); or
(c) such shares were acquired by the
corporation in accordance with the Stockhol-
ders' Agreement (as defined in section 19 of
this paragraph B) and such shares are being
resold by the corporation in accordance with
the Stockholders' Agreement; or
(d) such shares are being issued pur-
suant to the conversion rights set forth in
section 18 of this paragraph B; or
(e) such shares are being issued pur-
suant to the Note and Stock Purchase Agree-
ments (as defined in such section 19).
17.2 Without the consent of the holders of
record of at least two-thirds of the shares of the
Class A Common Stock, the Class B Common Stock,
and the Class C Common Stock, voting together as a
single class, the corporation shall not effect any
amendment of this section 17.
Section 18.
Common Stock Conversion Rights
18.1 Upon the transfer by an Original Class
C Common Stockholder (as defined in section 19 of
this paragraph B) of any Class C Common Stock to a
Non-Affiliate (as defined in such section 19) of
such Original Class C Common Stockholder, such
Original Class C Common Stockholder shall give
written notice to the corporation of such
transfer. Any such Non-Affiliate (or any
transferee of such Non-Affiliate who is also a
Non-Affiliate of such Original Class C Common
Stockholder) may, at its sole option, elect by
written notice to the corporation to convert each
share of Class C Common Stock so transferred into
one fully paid and nonassessable share of Class A
Common Stock.
18.2 If at any time the Original Class C
Common Stockholder is permitted by applicable law
to exercise voting power in excess of that origin-
ally held, such Original Class C Common
Stockholder may, at its option, by written notice
to the corporation, convert all or any number of
its shares of Class C Common Stock specified in
such notice into the same number of fully paid and
nonassessable shares of Class A Common Stock.
18.3 At such time as there are no shares of
Class C Common Stock issued and outstanding, all
(and not less than all) of the issued and
outstanding shares of Class B Common Stock shall
without notice or other action be automatically
converted into the same number of shares of fully
paid and nonassessable shares of Class A Common
Stock. Upon any such conversion taking place, the
Corporation shall as promptly as practicable
thereafter notify each holder of shares of Class B
Common Stock of such conversion. Each share of
Class B Common Stock shall bear the following
legend:
"In accordance with subsection 18.3 of
Paragraph B of Article FOURTH of the Certi-
ficate of Incorporation of the Corporation
the shares of Class B Common Stock
represented by this Certificate shall without
notice to the holder hereof be automatically
converted into shares of Class A Common Stock
of the Corporation upon the happening of the
events specified in such subsection 18.3."
18.4 Any conversion of shares of Class B
Common Stock or Class C Common Stock shall become
effective upon receipt by the corporation of the
written notice of such conversion called for by
subsection 18.1 or 18.2 of this paragraph B.
Outstanding certificates representing shares of
Class B Common Stock or Class C Common Stock
converted as aforesaid shall thenceforth represent
the same number of shares of Class A Common Stock
theretofore represented by such certificate for
shares of Class B Common Stock or Class C Common
Stock, as the case may be, and the holder of such
converted shares shall be entitled to precisely
the same rights which it would enjoy if it held
certificates representing shares of Class A Common
Stock. Upon surrender of a certificate or
certificates representing the shares of Class B
Common Stock or the Class C Common Stock so
converted, the holder shall be entitled to receive
in lieu thereof one or more certificates for
shares of Class A Common Stock representing in the
aggregate the total number of shares of Class A
Common Stock into which such shares of Class B
Common Stock or Class C Common Stock has been
converted. If all of the shares of Class C Common
Stock represented by the certificate or
certificates so surrendered are not to be so
converted, the holder shall also be entitled to
receive one or more certificates for Class C
Common Stock representing in the aggregate the
total number of shares of such Class C Common
Stock not so converted. All shares of Class B
Common Stock or Class C Common Stock so converted
shall be cancelled and retired and shall not be
reissued. The authorized amount of shares of
Class B Common Stock or Class C Common Stock, as
the case may be, shall be deemed to be reduced to
the extent of the shares so converted and the
corporation shall execute and file a Certificate
of Reduction or any other such instrument that may
be required to be filed in respect thereof from
time to time under applicable law. So long as any
of the shares of Class B Common Stock or Class C
Common Stock are outstanding, the corporation
shall reserve and keep available out of its
authorized but unissued shares of Class A Common
Stock, solely for issuance upon the conversion of
Class B Common Stock or Class C Common Stock as
herein provided, sufficient shares of Class A
Common Stock to satisfy the full conversion
requirements of the Class B Common Stock and Class
C Common Stock.
Section 19.
Definitions
19.1 An "Affiliate" of any person or entity
shall mean any person or entity (other than the
corporation) that directly or indirectly controls,
or is controlled by, or is under common control
with, such other person or entity.
19.2 "Bank Debt" shall mean the Term Loan
Agreement dated as of June 25, 1982 between the
corporation and the banks listed therein and
Bankers Trust Company, as agent, and each of the
Reeves Bank Debt Agreements and Newreeveco Debt
Agreements (as such terms are defined in such Term
Loan Agreement) including any extensions,
renewals, refinancings, modifications or
amendments of any of the foregoing and any other
agreement pursuant to which Indebtedness (as such
term is defined in the Term Loan Agreement) is
incurred (a) as may be approved by the Board of
Directors of the corporation and (b) which does
not contravene or is permitted by the provisions
of paragraph 5.8 of the Preferred Stock Purchase
Agreement.
19.3 "Consolidated Earned Surplus
Accumulated From and After July 4, 1982" shall
mean the amount, calculated as of the last day of
the corporation's fiscal quarter ending
immediately preceding the date of determination,
of total consolidated earned surplus of the
corporation and its subsidiaries, accumulated by
the corporation and its subsidiaries from and
after July 4, 1982, all determined in accordance
with generally accepted accounting principles,
minus all dividends, distributions, redemption or
repurchase payments (other than the particular
proposed dividend, distribution, redemption or
repurchase payment which is being measured) previ-
ously paid or made or concurrently being paid or
made on the Series A Preferred Stock since the
last day of such fiscal quarter.
19.4 "Dividend Payment Date" shall mean as
to any Dividend Period the forty-fifth (45th) day
next following the last day of the fiscal quarter
of the corporation which ended within such
Dividend Period (with the first Dividend Payment
Date being November 16, 1982), unless such forty-
fifth (45th) day is not a Business Day (as such
term is defined in the Term Loan Agreement
referred to in subsection 19.2), in which case on
the next succeeding Business Day.
19.5 "Dividend Period" means the three-month
period ending on the thirtieth (30th) day after
the last day of a fiscal quarter of the
corporation (except with respect to the Dividend
Period ending on November l, 1982, which shall
begin on the date of issuance of the Series A
Preferred Stock and end on November 1, 1982).
19.6 "Earned Surplus of the Corporation"
shall mean the amount, calculated as of the last
day of the corporation's fiscal quarter ending
immediately preceding the date of determination,
of total earned surplus of the corporation (on an
unconsolidated basis), all determined in accord-
ance with generally accepted accounting
principles, minus all dividends, distributions,
redemption or repurchase payments (other than the
particular proposed dividend, distribution,
redemption or repurchase payment which is being
measured) previously paid or made or concurrently
being paid or made on the Series A Preferred Stock
since the last day of such fiscal quarter.
19.7 "Full Cumulative Dividends" on any
Series A Preferred Stock shall mean cumulative
cash dividends on such Series A Preferred Stock
computed, to the date with reference to which the
expression is used, at the rate of $14 per share
per annum (whether or not such amount or any part
thereof shall have been declared as dividends and
whether or not there exists or shall have existed
available funds out of which dividends in such
amount might be or might theretofore have been
declared), less the aggregate of all dividends
paid thereon to such date.
19.8 "Junior Stock" shall mean any stock
ranking junior, either as to dividends or upon
liquidation, to the Series A Preferred Stock.
19.9 "Junior Subordinated Indebtedness"
shall mean the Zero Coupon Junior Subordinated
Notes due June 30, 1990, in the aggregate
principal amount at stated maturity of
$119,209,000, issued pursuant to the Note and
Stock Purchase Agreements, including any
extensions, renewals, refinancings, or modifi-
cations or amendments of any of the foregoing (a)
as may be approved by the Board of Directors of
the corporation and (b) which does not contravene
or is permitted by the provisions of paragraph 5.8
of the Preferred Stock Purchase Agreement.
19.10 "Mandatory Redemption Date" shall mean
the second Dividend Payment Date after the end of
each fiscal year of the corporation, the first
Mandatory Redemption Date being in 1991 and the
last Mandatory Redemption Date being in 1994.
19.11 "Non-Affiliate" shall mean any person
or entity that is not an Affiliate of the person
or entity with respect to which such term is used.
19.12 "Note and Stock Purchase Agreements"
shall mean the several Note and Stock Purchase
Agreements dated as of June 25, 1982 between the
corporation, on the one hand, and the purchasers
named therein, on the other hand, providing for
the issuance in the aggregate of 42,771 shares of
Class A Common Stock and 12,943 shares of Class C
Common Stock.
19.13 "Original Class C Common Stockholder"
shall mean a person to whom shares of Class C Com-
mon Stock are initially issued by the corporation
and any Affiliate of such person which is a trans-
feree of Class C Common Stock from such person.
19.14 "Original Series A Preferred
Stockholder" shall mean a person to whom shares of
Series A Preferred Stock are initially issued by
the corporation and any Affiliate of such person
which is a transferee of Series A Preferred Stock
from such person.
19.15 "Parity Stock" shall mean any stock
ranking on a parity, either as to dividends or
upon liquidation, with the Series A Preferred
Stock.
19.16 "Preferred Stock Purchase Agreement"
shall mean the Preferred Stock Purchase Agreement
dated as of June 25, 1982 between the corporation
and Metropolitan Life Insurance Company as the
same may be amended, modified, supplemented or
waived.
19.17 "Prior Stock" shall mean any stock
ranking senior, either as to dividends or upon
liquidation, to the Series A Preferred Stock.
19.18 "Redemption Price" shall mean $100 per
share plus Full Cumulative Dividends on each share
of Series A Preferred Stock to be redeemed on any
given date to the date fixed for redemption of
such shares.
19.19 "Senior Subordinated Indebtedness"
shall mean the 20% Senior Subordinated
Participating Notes Due June 30, 1989 in the
aggregate original principal amount of $20,000,000
issued pursuant to the Note and Stock Purchase
Agreements, including any extensions, renewals,
refinancings, or modifications or amendments of
any of the foregoing (a) as may be approved by the
Board of Directors of the corporation and (b)
which does not countravene or is permitted by the
provisions of paragraph 5.8 of the Preferred Stock
Purchase Agreement.
19.20 "Stockholders' Agreement" shall mean
the "Stockholders' Agreement" dated as of June 25,
1982 among the corporation and the individuals and
entities named therein providing for certain first
refusal rights and other agreements relating to
shares of Common Stock of the corporation.
C. Each share of common stock, par value
$1.00 per share, outstanding immediately prior to
the time this Restated Certificate of
Incorporation is filed with the Secretary of State
of the State of Delaware shall be, and hereby is,
upon such filing reclassified as and changed into
(i) 0.90 fully-paid and non-assessable shares of
Class A Common Stock and (ii) 0.10 fully-paid and
non-assessable shares of Class B Common Stock.
FIFTH: For the management of the business and for
the conduct of the affairs of the corporation, and in
further definition, limitation, and regulation of the
powers of the corporation and of its directors and
stockholders, it is further provided that:
1. The election of directors of the corporation
need not be by written ballot unless the by-laws so
require.
2. In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized:
(a) To adopt, amend or repeal by-laws of the
corporation in the manner provided in the by-laws
of the corporation.
(b) Without the assent or vote of the
stockholders, to authorize and issue obligations
of the corporation, secured or unsecured, and to
include therein such provisions as to redeem-
ability, convertibility or otherwise, as the Board
of Directors, in its sole discretion, may
determine.
(c) To exercise all of the powers of the
corporation except those which by law or this
Certificate of Incorporation expressly require the
consent of the stockholders.
3. Any vote or votes authorizing liquidation of
the corporation or proceedings for its dissolution may
provide, subject to the rights of creditors and
preferred stockholders, if any, for the distribution
pro rata among the stockholders of the corporation of
the assets of the corporation, wholly or in part, in
cash or in kind, whether such assets be in cash or
other property, and any such vote or votes may
authorize the Board of Directors of the corporation to
determine the valuation of the different assets of the
corporation for the purpose of such liquidation and may
divide or authorize the Board of Directors to divide
such assets or any part thereof among the stockholders
of the corporation, in such manner that every
stockholder will receive a proportionate amount in
value (determined as aforesaid) of cash and/or property
of the corporation upon such liquidation or dissolution
even though each stockholder may not receive a strictly
proportionate part of each such asset.
SIXTH: Except as otherwise expressly provided
herein, the corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or
hereinafter prescribed by statute, and all rights
conferred upon stockholders, directors and other
persons herein are granted subject to this reservation.
IN WITNESS WHEREOF, this Restated Certificate
of Incorporation having been duly adopted by the stock-
holders of the corporation in accordance with Sections
228, 242 and 245 of the Delaware General Corporation
Law, we have signed this certificate this 25th day of
June, 1982.
/s/ Joseph D. Moore
______________________________________
President
ATTEST: /s/ Daniel H. Kahrs
______________________________________
Secretary
State of Delaware
Office of Secretary of State
____________________________
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "NEWREEVECO, INC." FILED
IN THIS OFFICE ON THE SIXTEENTH DAY OF JANUARY, A.D. 1984, AT 9
O'CLOCK A.M.
* * * * * * * * * *
/s/ Michael Ratchford
___________________________________
SECRETARY OF STATE
AUTHENTICATION: *3368889
DATE: 03/04/1992
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
NEWREEVECO, INC.
______________________________
Pursuant to
Section 242 of
the General Corporation
Law of the State
of Delaware
______________________________
Newreeveco, Inc. (the "Corporation"), a
corporation organized and existing under and by virtue
of the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the Board of Directors of the
Corporation, at a meeting duly called and held, adopted
a resolution proposing and declaring advisable the
following amendment to the Restated Certificate of
Incorporation of the Corporation:
RESOLVED, that Article FOURTH of the Certi-
ficate of Incorporation of the Corporation be
amended to read in its entirety as follows:
FOURTH: A. The total number of shares of
capital stock which the corporation shall have
authority to issue is 129,057 shares, classified
as follows:
(i) 99,057 shares of Common Stock, par value
$1.00 per share (hereinafter called
"Common Stock"); and
(ii) 30,000 shares of Series A Cumulative
Preferred Stock, without par value
(hereinafter called the "Series A
Preferred Stock").
B. The following is a statement of the
designations, powers, preferences and relative,
participating, optional or other special rights,
and qualifications, limitations or restrictions
thereof, of the Series A Preferred Stock and the
Common Stock:
Section 1.
Series A Preferred Stock Dividend Rights
1.1 The holders of the shares of Series A
Preferred Stock shall be entitled to receive, if,
as and when declared by the Board of Directors of
the corporation out of any funds at the time
legally available for the declaration of
dividends, cumulative cash dividends with respect
to the Dividend Period (as defined in section 18
of this paragraph B) then ended at the rate of $14
per share per annum, and no more, payable
quarterly on each Dividend Payment Date (as
defined in such section 18) of each year,
beginning on November 16, 1982. Dividends on the
Series A Preferred Stock shall be cumulative from
the date on which the shares of Series A Preferred
Stock are issued.
1.2 If, on any date on which dividends are
payable on the Series A Preferred Stock as
provided in subsection 1.1, the amount of the
dividends to be paid by the corporation is in the
aggregate less than the full dividends payable on
such date, the dividends declared and to be paid
by the corporation on such date shall be allocated
pro rata among the shares of outstanding Series A
Preferred Stock.
Section 2.
Series A Preferred Stock Liquidation,
etc. Rights
2.1 In the event of any liquidation,
dissolution or winding up of the corporation,
whether voluntary or involuntary, before any
distribution of the assets of the corporation
shall be made to or set apart for the holders of
any Junior Stock (as defined in section 18 of this
paragraph B) the holders of the Series A Preferred
Stock shall be entitled to the payment in cash of
$100 per share, together with a sum equal to Full
Cumulative Dividends (as defined in such section
18) thereon to the date of final distribution to
the holders of the Series A Preferred Stock.
2.2 If, upon any such liquidation,
dissolution or winding up, the assets of the
corporation distributable among the holders of the
Series A Preferred Stock shall be insufficient to
pay to them in full the preferential amounts to
which they are entitled as specified in subsection
2.1 above, then such assets, or the proceeds
thereof, shall be distributed among the holders of
the Series A Preferred Stock ratably in proportion
to the amounts which would be payable to them,
respectively, if such preferential amounts were
paid to them in full.
2.3 Neither a merger nor a consolidation of
the corporation (whether or not the corporation is
the surviving corporation) nor a sale of all or
substantially all of the assets of the corporation
shall constitute a liquidation, dissolution or
winding up of the corporation for purposes of this
section 2.
Section 3.
Series A Preferred Stock
Mandatory Redemption
Subject to the provisions of section 6 of this
paragraph B, commencing on the Mandatory Redemption
Date (as defined in section 18 of this paragraph B)
occurring in 1991, and thereafter on each succeeding
Mandatory Redemption Date up to and including the
Mandatory Redemption Date occurring in 1994, the
corporation shall redeem out of any funds of the
corporation at the time legally available for
redemptions (a) 7,500 (or such lesser number as shall
then be outstanding) shares of Series A Preferred Stock
at a cash redemption price equal to the Redemption
Price (as defined in such section 18), and (b) Series A
Preferred Stock required to be redeemed under this
section 3 in prior years, if any, but not yet redeemed
by reason of a deficiency of funds legally or under
this Article FOURTH available for redemption, at a cash
redemption price equal to the Redemption Price. If on
any date on which the corporation is required to redeem
shares of Series A Preferred Stock hereunder, all of
such shares may not be redeemed by reason of a
deficiency of funds legally or under this Article
FOURTH available for redemptions, the corporation shall
nevertheless redeem in accordance with the provisions
of subsection 6.2 such number of shares as it may
redeem on such date.
Section 4.
Series A Preferred Stock
Optional Redemption
Subject to the provisions of section 6 of this
paragraph B, commencing on the Mandatory Redemption
Date occurring in 1992, and thereafter on the Mandatory
Redemption Dates occurring in 1993 and 1994, the Series
A Preferred Stock shall be subject to redemption, as a
whole or in part, at the option of the corporation, at
a cash redemption price equal to the Redemption Price
out of any funds of the corporation at the time legally
available for redemptions.
Section 5.
Series A Preferred Stock Repurchase
Subject to the provisions of section 6 of this
paragraph B, the corporation may at any time and at its
option offer in writing to repurchase all or any of the
Series A Preferred Stock for such price and on such
other terms as the corporation may determine (except
that if any such offer is made at any time that the
Series A Preferred Stock is redeemable the price
offered by the corporation shall not be greater than
the Redemption Price), provided that if such an offer
is made to any holder of Series A Preferred Stock other
than an Original Series A Preferred Stockholder (as
defined in section 18 of this paragraph B), the
corporation shall make an identical offer in writing to
each Original Series A Preferred Stockholder, pro rata
based on the total number of shares of Series A
Preferred Stock held of record by (x) all offerees
(other than the Original Series A Preferred
Stockholders) and (y) the Original Series A Preferred
Stockholders.
Section 6.
General Provisions Applicable to
Series A Preferred Stock
Redemptions and Repurchases
6.1 In the case of each redemption of Series A
Preferred Stock pursuant to sections 3 and 4 of this
paragraph B, the corporation shall give written notice
thereof to all holders of Series A Preferred Stock not
less than thirty (30) nor more than ninety (90) days
prior to the date fixed for such redemption, specifying
(a) the date fixed for such redemption, (b) the cash
redemption price payable for each share of Series A
Preferred Stock to be redeemed on such date, (c) the
number and, if less than all shares of Series A
Preferred Stock are to be redeemed, the certificate
numbers, of the shares of Series A Preferred Stock to
be redeemed, and (d) the section of this paragraph B
pursuant to which such redemption is to be made.
In the case of each offer to repurchase Series A
Preferred Stock made pursuant to section 5 of this
paragraph B, if the corporation shall have made such an
offer to any holder of Series A Preferred Stock other
than an Original Series A Preferred Stockholder, the
corporation shall give written notice thereof to the
Original Series A Preferred Stockholders not more than
fifteen (15) days after such offer to repurchase has
been made to such other holder, and not less than
thirty (30) days prior to the date fixed for such
repurchase. Such notice shall (a) specify the price
and other terms of the offer to repurchase and (b)
extend an identical offer to repurchase Series A
Preferred Stock of the Original Series A Preferred
Stockholders on a pro rata basis in accordance with
section 5 of this paragraph B.
6.2 If less than all the shares of Series A
Preferred Stock are to be redeemed, the shares of
Series A Preferred Stock to be redeemed shall be
allocated by the corporation in proportion (as nearly
as practicable) to the number of shares of Series A
Preferred Stock held of record by the holders of such
Series A Preferred Stock at the time outstanding.
6.3 The corporation shall pay or set apart for
payment the amounts payable upon the redemption or
repurchase of Series A Preferred Stock to the holders
thereof (a) in the case of optional redemptions
pursuant to section 4 of this paragraph B, on the date
fixed for redemption specified in the notice referred
to in subsection 6.1 (which date shall be a Mandatory
Redemption Date), (b) in the case of mandatory
redemptions pursuant to section 3 of this paragraph B,
on the Mandatory Redemption Date (as defined in section
18 of this paragraph B), and (c) in the case of
repurchase pursuant to section 5 of this paragraph B,
on the date specified therefor in the offer to repur-
chase. Upon such payment or if on or prior to the date
fixed for redemption or repurchase such amounts have
been set apart for payment, all rights of such holders
as stockholders of the corporation by reason of the
ownership of such redeemed or repurchased Series A
Preferred Stock shall cease, whether or not the
certificates for such Series A Preferred Stock shall
have been surrendered for cancellation; and, after such
payment or setting apart for payment, such Series A
Preferred Stock shall not be deemed outstanding. In
addition, shares of Series A Preferred Stock which have
been called for redemption shall not be deemed to be
outstanding shares for the purpose of voting or
determining the total number of shares of Series A
Preferred Stock entitled to vote on any matter on and
after the date on which written notice of redemption
has been sent to holders thereof and a sum sufficient
to redeem such shares has been irrevocably deposited or
set aside to pay the cash redemption price to the
holders of the shares of Series A Preferred Stock to be
so redeemed. If requested by the corporation, such
holders shall surrender and, at the expense of the
corporation, deliver certificates for such Series A
Preferred Stock being redeemed or purchased to the
corporation. All Series A Preferred Stock redeemed or
repurchased by the corporation shall be retired and
cancelled and shall not be available for reissuance by
the corporation.
6.4 For purposes hereof, the phrases "set apart
for payment" and "setting apart for payment" shall mean
the actual deposit of funds for the purpose of making
any redemption or repurchase with a bank or trust
company located in the City of New York having a
combined capital and surplus of not less than
$50,000,000.
Section 7.
Series A Preferred Stock Voting Powers
7.1 Except as otherwise expressly provided herein
or by law, the holders of Series A Preferred Stock
shall have no right as such holders to vote at or
participate in any meeting of stockholders of the
corporation or to receive any notice of any such
meeting.
7.2 The holders of record of Series A Preferred
Stock shall have the special right, voting separately
as a single class, to elect two directors to the Board
of Directors of the corporation at the special meeting
of holders of record of Series A Preferred Stock
referred to in subsection 7.3 (and at each succeeding
annual meeting of stockholders thereafter until such
right shall terminate as hereinafter provided) upon the
occurrence and during the continuance of any of the
following conditions:
(a) if at any time the corporation shall be
in arrears in the payment of all or any part of
the cash redemption price payable upon any
mandatory redemption of the Series A Preferred
Stock pursuant to section 3 of this paragraph B;
or
(b) if at any time the corporation shall be
in arrears with respect to full cash dividend
payments for four quarterly dividend periods,
whether or not consecutive, pursuant to section 1
of this paragraph B; or
(c) if at any time there exists a default
(which shall mean for purposes hereof any event
which shall constitute an event of default and as
to which any requirement of notice or the lapse of
time or both has been satisfied) under any of the
agreements relating to the Bank Debt or the Senior
Indebtedness.
7.3 If any condition referred to in subsection
7.2 shall occur, the corporation shall give notice
thereof to the holders of record of the Series A
Preferred Stock within twenty (20) days after the
occurrence of such condition and any officer or the
directors of the corporation shall call a special
meeting of the holders of record of Series A Preferred
Stock to take place within thirty (30) days following
the occurrence of such condition, provided that failure
to give such notice or call such meeting shall not
affect the rights of the holders of the Series A Pre-
ferred Stock conferred by subsection 7.2. If such
meeting shall not have been called as provided above,
such meeting may be called, at the expense of the
corporation, by the holders of record of not less than
5% of the Series A Preferred Stock at the time
outstanding on written notice specifying the time and
place of the meeting given by mail not less than seven
(7) nor more than sixty (60) days before the date of
such meeting specified in such notice.
7.4 Subject to the provisions of subsection 7.6,
each director elected by the holders of record of the
Series A Preferred Stock, voting separately as a single
class as provided in subsection 7.2, shall hold office
until the annual meeting of stockholders next
succeeding his election and until his successor, if
any, is elected by such holders and qualifies.
7.5 In case any vacancy shall occur among the
directors elected by the holders of Series A Preferred
Stock, voting separately as a single class as provided
in subsection 7.2, such vacancy may be filled for the
unexpired portion of the term by vote of the single
remaining director theretofore elected by such
stockholders, or his successor in office or by the vote
of such stockholders given at a special meeting of such
stockholders called for the purpose.
7.6 The persons elected as directors as provided
in subsections 7.2 and 7.5, together with the directors
elected by the holders of Common Stock, shall
constitute the Board of Directors of the corporation.
If all arrearages and defaults constituting the
conditions referred to in subsection 7.2 shall cease to
exist or are cured, the right of the holders of record
of Series A Preferred Stock, voting separately as a
class, to elect two directors as provided in subsection
7.2 shall expire, subject to revival from time to time
upon the recurrence of any such condition, and the
terms of the directors so elected shall terminate.
7.7 Upon any proposal (i) to affect a merger or
consolidation of the corporation with or into any other
corporation, except in a case where the corporation is
the surviving corporation, or (ii) to effect a sale of
all or substantially all the corporation's assets, the
holders of record of the Series A Preferred Stock at
the time outstanding shall, in addition to any other
voting rights granted to such holders by law, be
entitled to vote on such proposal with the holders of
Common Stock, as a single class, with one vote per
share of Series A Preferred Stock. At any meeting at
which a proposal of the type referred to in this
subsection 7.7 is to be considered, the presence in
person or by proxy of the holders of record of a
majority of shares of Series A Preferred Stock and of
Common Stock, taken as a single class, shall be
necessary to constitute a quorum for such purpose.
7.8 Without the consent of the holders of record
of at least a majority of the Series A Preferred Stock
at the time outstanding (including, in any event, the
Original Series A Preferred Stockholders who at the
time hold shares of Series A Preferred Stock), given in
person or by proxy, either in writing without a meeting
or at a special or annual meeting of stockholders
called for the purpose, at which the holders of record
of Series A Preferred Stock shall vote separately as a
class, the corporation shall not issue any additional
Series A Preferred Stock or any shares of Parity Stock
(as defined in section 18 of this paragraph B).
7.9 Without the consent of the holders of record
of all of the Series A Preferred Stock at the time
outstanding, given in person or by proxy, either in
writing without a meeting or at a special or annual
meeting of stockholders called for the purpose, at
which the holders of record of Series A Preferred Stock
shall vote separately as a class, the corporation shall
not issue any shares of Prior Stock (as defined in
section 18 of this paragraph B).
7.10 Subject to the provisions of subsection 7.11
of this paragraph B, without the consent of the holders
of record of at least two-thirds of the Series A
Preferred Stock at the time outstanding (including, in
any event, the Original Series A Preferred Stockholders
who at the time hold shares of Series A Preferred
Stock), given in person or by proxy, either in writing
without a meeting or at a special or annual meeting of
stockholders called for the purpose, at which the
holders of Series A Preferred Stock shall vote
separately as a class, the corporation shall not:
(a) effect any division of the Series A Pre-
ferred Stock or any combination thereof with any
other class or series of stock; or
(b) effect any amendment to the Certificate
of Incorporation of the corporation which would
materially alter the relative rights and
preferences of the Series A Preferred Stock so as
to adversely affect the holders thereof.
7.11 Notwithstanding the provisions of subsection
7.10 hereof, no amendment to this Certificate of
Incorporation which (w) changes any amount payable on
the Series A Preferred Stock as dividends, or upon
mandatory or optional redemption or liquidation, or (x)
changes the date when any such amount is payable, or
(y) changes any consent requirement of subsection 7.8,
7.9, 7.10 or 7.11 of this paragraph B shall be
effective without, in each case, the consent of the
holders of record of all the Series A Preferred Stock
at the time outstanding, given in person or by proxy,
either in writing without a meeting or at a special or
annual meeting of stockholders called for the purpose,
at which the holders of Series A Preferred Stock shall
vote separately as a class.
7.12 At each annual or special meeting of
stockholders at which the holders of Series A Preferred
Stock shall have the special right, voting separately
as a single class, to elect directors as provided in
subsection 7.2 or to take any other action on which
such stockholders are entitled to vote as a class, (i)
except as provided in subsection 7.7, the presence in
person or by proxy of the holders of record of one-
third of the total number of shares of Series A
Preferred Stock then issued and outstanding shall be
necessary to constitute a quorum of such class for such
election as a class, (ii) the affirmative vote of the
majority of shares of Series A Preferred Stock present
in person or represented by proxy at such meeting shall
be necessary to elect directors, (iii) the affirmative
vote of a majority of all shares entitled to vote shall
be necessary to approve any proposal referred to in
subsection 7.7 and (iv) the affirmative vote of the
number of shares of Series A Preferred Stock set forth
in subsections 7.8, 7.9, 7.10 and 7.11 of this
paragraph B shall be necessary to take the actions
described in such subsections, respectively.
Section 8.
Series A Preferred Stock
Restrictions on Other Payments, etc.
8.1 Unless the corporation shall have declared
and paid, or shall have set apart a sum in cash
sufficient for the payment of, all cash dividend
payments pursuant to section 1 of this paragraph B with
respect to all Dividend Payment Dates occurring on or
prior to the date on which the corporation proposes to
take any action specified in clause (a), (b) or (c) of
this subsection 8.1, the corporation shall not:
(a) declare or pay or set apart for payment
any dividend or make any other distribution on any
Junior Stock, or redeem, purchase or otherwise
acquire any Junior Stock except for purchases of
Common stock pursuant to paragraphs C and D of the
Stockholders' Agreement (as defined in such
section 18), provided the corporation shall on the
date of such purchase resell any such Common Stock
so purchased at a net price at least equal to the
purchase price paid by the corporation for such
shares; or
(b) declare or pay or set apart for payment
any dividend or make any other distribution on any
Parity Stock, except dividends paid
proportionately (based on the relative amounts of
dividends payable or in arrears) on the Series A
Preferred Stock and on all Parity Stock on which
dividends are payable or in arrears; or
(c) redeem, purchase or otherwise acquire
any Parity Stock except pursuant to mandatory
redemptions made in accordance with the terms of
such Parity Stock.
8.2 Unless the full cash redemption price for all
mandatory redemption payments on the Series A Preferred
Stock required to be made shall have been made on or
prior to the date on which the corporation proposes to
take any action specified in clause (a) or (b) of this
subsection 8.2, the corporation shall not:
(a) declare or pay or set apart for payment
any dividend or make any other distribution on any
Junior Stock, or redeem, purchase or otherwise
acquire any Junior Stock except for purchases of
Common Stock pursuant to paragraphs C and D of the
Stockholders' Agreement, provided the corporation
shall on the date of such purchase resell any such
Common Stock so purchased at a net price at least
equal to the purchase price paid by the
corporation for such shares; or
(b) redeem, purchase or otherwise acquire
any Parity Stock except pursuant to mandatory
redemptions made proportionately (based on the
relative amounts of mandatory redemption payments
payable or in arrears) on the Series A Preferred
Stock and on all Parity Stock on which mandatory
redemption payments are payable or in arrears.
Section 9.
Series A Preferred Stock Redemption in
connection with Issuance of Additional
Preferred Stock, Parity Stock or Prior Stock
Subject to the provisions of section 6 of this
paragraph B, if at any time the corporation sends a
written notice to the holders of Series A Preferred
Stock, which notice requests that such holders grant
the requisite consent pursuant to subsections 7.8 or
7.9, as the case may be, to the issuance by the
corporation of additional Series A Preferred Stock,
Parity Stock or Prior Stock and such consent is not
obtained within thirty (30) days following the date on
which the notice was sent by the corporation, the
corporation shall have the right, at its option, to
redeem, on the second Dividend Payment Date after the
end of the fiscal year of the corporation in which such
notice was sent by the corporation, at a cash price
equal to the Redemption Price out of any funds of the
corporation at the time legally available for
redemption, all of the Series A Preferred Stock the
holders of which did not consent to such request.
Section 10.
No Series A Preferred Stock
Preemptive Rights
No holder of Series A Preferred Stock shall, as
such holder, have any preemptive right in or preemptive
right to purchase or subscribe to any shares or other
securities of the corporation.
Section 11.
Series A Preferred Stock Payments
and Notices; Consents
All notices and all payments with respect to the
Series A Preferred Stock shall be mailed to the holders
of Series A Preferred Stock at their respective
addresses, as the same shall appear on the books of the
corporation, or at such other address as may have been
furnished to the corporation in writing by any such
holders; provided however that the corporation and any
holder of Series A Preferred Stock may agree in writing
that notices or payments or both shall be made in a
manner different from that set forth in this section
11. Any consent by a holder of Series A Preferred
Stock may be given in writing or by vote at any regular
or special meeting of stockholders.
Section 12.
Common Stock Junior to Preferred Stock
The rights of the holders of the Common Stock as
to dividends and assets shall be junior to the rights
and preferences of the holders of the Series A
Preferred Stock.
Section 13.
Common Stock Powers, Etc.
All Common Stock shall have the same powers, pre-
ferences and relative, participating, optional or other
special rights, and qualifications, limitations or
restrictions thereof.
Section 14.
Common Stock Dividends
Subject to the provisions of section 8 of this
paragraph B, the holders of the Common Stock shall be
entitled to share equally, on a share-by-share basis,
in dividends out of any funds of the corporation at the
time legally available for the purpose, if, as and when
declared by the Board of Directors and paid to the
holders of Common Stock.
Section 15.
Common Stock Liquidation, etc. Rights
Subject to the provisions of section 2 of this
paragraph B, upon liquidation, dissolution or winding
up of the corporation, whether voluntary or
involuntary, all of the assets of the corporation
available for distribution to stockholders shall be
distributed to the holders of Common Stock, and the
holders of the Common Stock shall be entitled to share
equally, on a share by share basis, in the assets of
the corporation available for distribution to the
holders of Common Stock.
Section 16.
Common Stock Voting Powers
16.1 Subject to the provisions of section 7 of
this paragraph B and except as otherwise provided by
law, the entire voting rights and power of the corpora-
tion's capital stock shall be vested in the holders of
the Common Stock.
16.2 Each holder of record of Common Stock shall
be entitled to one vote for each share of Common Stock
held by such holder of record.
16.3 Subject to the provisions of section 7 of
this paragraph B and except as otherwise provided by
law, (a) at each meeting of the stockholders of the
corporation, the presence in person or by proxy of the
holders of shares of Common Stock having a majority of
the total number of votes to which the shares of Common
Stock are at the time entitled shall be necessary to
constitute a quorum for the transaction of any
business, and (b), except as provided in subsection
17.2 of this paragraph B, the affirmative vote of the
number of shares of Common Stock having a majority of
the total number of votes to which the shares of Common
Stock are at the time entitled which are present in
person or by proxy at a meeting shall be necessary for
any acts of the stockholders.
Section 17.
Common Stock Preemptive Rights
17.1 If at any time any authorized but unissued
shares of any class of Common Stock of the corporation
are issued or any previously issued shares of any class
of Common Stock are acquired by the corporation and
resold or any securities of the corporation shall be
issued which are convertible into, exchangeable for or
otherwise entitle the holders of such securities to
receive shares of any class of Common Stock, the
holders of Common Stock at the time outstanding shall
have the preemptive right to subscribe therefor, pro
rata on the basis of the number of shares of Common
Stock held by them of record, at such price and on such
other terms as may be established by the Board of
Directors in its sole discretion in each instance,
unless
(a) at the time of such issuance or resale,
any class of equity securities of the corporation
is registered under the Securities Exchange Act of
1934 as at the time in effect (or any similar
federal statute at the time in effect); or
(b) such issuance or resale is in connection
with a public offering of such Common Stock
pursuant to an effective registration statement
filed under the Securities Act of 1933 as at the
time in effect (or any similar federal statute at
the time in effect); or
(c) such shares were acquired by the
corporation in accordance with the Stockholders'
Agreement (as defined in section 18 of this
paragraph B) and such shares are being resold by
the corporation in accordance with the
Stockholders' Agreement; or
(d) such shares are being issued pursuant to
the Note and Stock Purchase Agreements (as defined
in such section 18).
17.2 Without the consent of the holders of
record of at least two-thirds of the shares of the
Common Stock, the corporation shall not effect any
amendment of this section 17.
Section 18.
Definitions
18.1 An "Affiliate" of any person or entity shall
mean any person or entity (other than the corporation)
that directly or indirectly controls, or is controlled
by, or is under common control with, such other person
or entity.
18.2 "Bank Debt" shall mean the Term Loan Agree-
ment dated as of January 16, 1984 among the corporation
and the banks listed therein and Bankers Trust Company,
as agent, and each of the Reeves Bank Debt Agreements
and Newreeveco Debt Agreements (as such terms are
defined in such Term Loan Agreement) including any
extensions, renewals, refinancings, modifications or
amendments of any of the foregoing and any other
agreement pursuant to which Indebtedness (as such term
is defined in the Term Loan Agreement) is incurred (a)
as may be approved by the Board of Directors of the
corporation and (b) which does not contravene or is
permitted by the provisions of paragraph 5.8 of the
Preferred Stock Purchase Agreement.
18.3 "Dividend Payment Date" shall mean as to any
Dividend Period the forty-fifth (45th) day next
following the last day of the fiscal quarter of the
corporation which ended within such Dividend Period
(with the first Dividend Payment Date being November
16, 1982), unless such forty-fifth (45th) day is not a
Business Day (as such term is defined in the Term Loan
Agreement referred to in subsection 18.2), in which
case on the next succeeding Business Day.
18.4 "Dividend Period" means the three-month
period ending on the thirtieth (30th) day after the
last day of a fiscal quarter of the corporation (except
with respect to the Dividend Period ending on November
1, 1982, which shall begin on the date of issuance of
the Series A Preferred Stock and end on November 1,
1982).
18.5 "Full Cumulative Dividends" on any Series A
Preferred Stock shall mean cumulative cash dividends on
such Series A Preferred Stock computed, to the date
with reference to which the expression is used, at the
rate of $14 per share per annum (whether or not such
amount or any part thereof shall have been declared as
dividends and whether or not there exists or shall have
existed available funds out of which dividends in such
amount might be or might theretofore have been
declared), less the aggregate of all dividends paid
thereon to such date.
18.6 "Junior Stock" shall mean any stock ranking
junior, either as to dividends or upon liquidation, to
the Series A Preferred Stock.
18.7 "Mandatory Redemption Date" shall mean the
second Dividend Payment Date after the end of each
fiscal year of the corporation, the first Mandatory
Redemption Date being in 1991 and the last Mandatory
Redemption Date being in 1994.
18.8 "Note and Stock Purchase Agreements" shall
mean the several Note and Stock Purchase Agreements
dated as of June 25, 1982, between the corporation, on
the one hand, and the purchasers named therein, on the
other hand, providing for the issuance in the aggregate
of 55,714 shares of Common Stock, as the same may be
amended, modified, supplemented or waived.
18.9 "Original Series A Preferred Stockholder"
shall mean a person to whom shares of Series A
Preferred Stock are initially issued by the corporation
and any Affiliate of such person which is a transferee
of Series A Preferred Stock from such person.
18.10 "Parity Stock" shall mean any stock ranking
on a parity, either as to dividends or upon
liquidation, with the Series A Preferred Stock.
18.11 "Preferred Stock Purchase Agreement" shall
mean the Preferred Stock Purchase Agreement dated as of
June 25, 1982, between the corporation and Metropolitan
Life Insurance Company, as the same may be amended,
modified, supplemented or waived.
18.12 "Prior Stock" shall mean any stock ranking
senior, either as to dividends or upon liquidation, to
the Series A Preferred Stock.
18.13 "Redemption Price" shall mean $100 per
share plus Full Cumulative Dividends on each share of
Series A Preferred Stock to be redeemed on any given
date to the date fixed for redemption of such shares.
18.14 "Senior Indebtedness" shall mean the 12.95%
Senior Secured Notes Due February 16, 1994 in the
aggregate original principal amount of $35,000,000
issued pursuant to a Note Agreement, dated as of
January 16, 1984, between Metropolitan Life Insurance
Company and the corporation including any extensions,
renewals, refinancings, or modifications or amendments
of any of the foregoing (a) as may be approved by the
Board of Directors of the corporation and (b) which
does not contravene or is permitted by the provisions
of paragraph 5.8 of the Preferred Stock Purchase
Agreement.
18.15 "Stockholders' Agreement" shall mean the
Stockholders' Agreement dated as of June 25, 1982, as
amended and restated as of January 16, 1984, among the
corporation and the individuals and entities named
therein, providing for certain first refusal rights and
other agreements relating to shares of Common Stock of
the corporation, as the same may be amended, modified,
supplemented or waived.
SECOND: That in lieu of a meeting and vote
of stockholders, the stockholders of the Corporation
have given their unanimous written consent to such
amendment in accordance with the provisions of Section
228(a) of the General Corporation Law of the State of
Delaware.
THIRD: That such amendment was duly adopted
in accordance with the applicable provisions of Section
242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, we have signed this
Certificate this 13th day of January, 1984.
NEWREEVECO, INC.
By /s/ Daniel H. Kahrs
___________________________
Vice President
Attest:
By /s/ George E. Mosely
__________________________________
Secretary
State of Delaware
Office of Secretary of State
______________________________
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE
STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A
TRUE AND CORRECT COPY OF CERTIFICATE OF CHANGE OF
ADDRESS OF REGISTERED AGENT AS IT APPLIES TO
"NEWREEVECO, INC." AS RECEIVED AND FILED IN THIS OFFICE
ON THE FOURTEENTH DAY OF FEBRUARY, A.D. 1986, AT 4:30
O'CLOCK P.M.
* * * * * * * * * * * *
/s/ Michael Ratchford
_______________________________
SECRETARY OF STATE
AUTHENTICATION: *3368890
DATE: 03/04/1992
CERTIFICATE OF CHANGE OF ADDRESS OF
REGISTERED OFFICE AND OF REGISTERED AGENT
PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE
TO: DEPARTMENT OF STATE
Division of Corporations
Townsend Building
Federal Street
Dover, Delaware 19903
Pursuant to the provisions of Section 134 of
Title 8 of the Delaware Code, the undersigned Agent for
service of process, in order to change the address of the
registered office of the corporations for which it is
registered agent, hereby certifies that:
1. The name of the agent is United States
Corporation Company.
2. The address of the old registered office
was 306 South State Street, Dover, Delaware 19901.
3. The address to which the registered
office is to be changed is 229 South State Street,
Dover, Delaware 19901. The new address will be
effective on February 18th, 1986.
4. The names of the corporations represented
by said agent are set forth on the list annexed to this
certificate and made a part hereof by reference.
IN WITNESS WHEREOF, said agent has caused
this certificate to be signed on its behalf by its Vice
President and Secretary this 13th day of February,
1986.
UNITED STATES CORPORATION COMPANY
/s/ Dennis E. Howarth
_____________________________________
Dennis E. Howarth
Vice President
ATTEST:
/s/ Grant Dawson
________________________________
Grant Dawson
Secretary
D20X1805 03/20/86 PAGE: 182
STATE OF DELAWARE - DIVISION OF CORPORATIONS
CHANGE OF ADDRESS FILING FOR
UNITED STATES CORP. AS OF FEBRUARY 14, 1986
**DOMESTIC**
0934914 FISCHER IMAGING MIDWEST, INC. 04/01/1982 D DE
0934915 LEAWOOD CORPORATION 04/01/1982 D DE
0934916 RUBLOFF PROPERTIES, INC. 04/01/1982 D DE
0934920 CHRYTEX INDUSTRIALS CORP. 04/01/1982 D DE
0934939 NEWREEVECO, INC. 04/01/1982 D DE
0934973 HERZOG INC. 04/02/1982 D DE
0934974 REFRIGERATED WAREHOUSE INVESTMENTS HOLDING CORPORATION
04/02/1982 D DE
0934975 GIESECKE & DEVRIENT SECURITY SYSTEMS, INC. 04/02/1982 D DE
0934976 OCEAN CAPITAL CORPORATION 04/02/1982 D DE
0934977 UNIFRIDGE HOLDING CORPORATION 04/02/1982 D DE
0934978 DAUTEL AMERICA CORP. 04/02/1982 D DE
0935023 DIAMOND INTERNATIONAL CORPORATION 04/02/1982 D DE
0935036 NABISCO BRANDS (U.K.) LIMITED 04/05/1982 D DE
0935058 AMERICAN AUTO SOUND, INC. 04/05/1982 D DE
0935059 NATIONAL TELECOM, INC. 04/05/1982 D DE
0935060 OXFORD (HOLDING) INC. 04/05/1982 D DE
0935064 THEODORE M. SCHWARTZ AND ASSOCIATES, INC. 04/05/1982 D DE
0935086 SUNTREE PRODUCTIONS, LTD. 04/05/1982 D DE
0935099 AMERICAN SCIENTIFIC CORPORATION 04/05/1982 D DE
0935116 MINERTECH, INC. 04/06/1982 D DE
0935229 SWISS CHALET HOLDINGS INC. 04/07/1982 D DE
0935242 TLC YACHTING, INC. 04/07/1982 D DE
0935286 PHOENIX CORPORATION OF AMERICA 04/08/1982 D DE
0935288 MAJOLAJO INC. 04/08/1982 D DE
0935328 WOODRUN MANAGEMENT CORPORATION 04/08/1982 D DE
0935329 ASTRA MARITIME AGENCIES, LTD. 04/08/1982 D DE
0935331 NORTON MANAGEMENT, INC. 04/08/1982 D DE
0935332 METRO-CAMMELL U.S.A., INC. 04/08/1982 D DE
0935333 DOLIN REALTY CORP. 04/08/1982 D DE
0935354 COUNCIL TRAVEL SERVICES, INC. 04/12/1982 D DE
0935377 TIMEX COMPUTER CORPORATION 04/12/1982 D DE
0935404 GRAPHIC PACKAGING CORPORATION 04/12/1982 D DE
0935414 NEW COURT AMERICAN PROPERTY FUND, INC. 04/12/1982 D DE
0935420 MCI CELLULAR TELEPHONE COMPANY 04/12/1982 D DE
0935429 DEVIL'S DEN CHARTERERS, INC. 04/12/1982 D DE
0935462 OPEN ROAD PRODUCTIONS, INC. 04/13/1982 D DE
0935463 SAATCHI & SAATCHI COMPTON WORLDWIDE, INC. 04/13/1982 D
DE
0935464 SAATCHI & SAATCHI HOLDINGS (USA), INC. 04/13/1982 D DE
0935519 AMFO, INC. 04/13/1982 D DE
0935521 TRANSMARKET CAPITAL CORP. 04/13/1982 D DE
0935531 GRAPHIC ARTS SHOW COMPANY, INC. 04/13/1982 D DE
0935586 SCHERING BIOTECH CORPORATION 04/14/1982 D DE
0935588 EXECUTAIR SALES & LEASING, INC. 04/14/1982 D DE
0935589 ESTHECONSULT INC. 04/14/1982 D DE
0935590 WORLD RESOURCES INSTITUTE 04/14/1982 D DE
0935604 CONSOLIDATED CREDIT CORPORATION 04/14/1982 D DE
0935638 INTERNATIONAL THOMSON COMMUNICATIONS INC. 04/15/1982 D
DE
State of Delaware
Office of Secretary of State
____________________________
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER OF DELAWARE CORPORATIONS OF
"NEWREEVECO, INC." FILED IN THIS OFFICE ON THE SIXTH DAY OF MAY,
A.D. 1986, AT 12 O'CLOCK P.M.
* * * * * * * * * *
/s/ Michael Ratchford
__________________________________
SECRETARY OF STATE
AUTHENTICATION: *3368891
DATE: 03/04/1992
CERTIFICATE OF MERGER
OF
SCHICK ACQUISITION CORP.
INTO
NEWREEVECO, INC.
-------------------------------------------
Pursuant to Section 251(c) of the General
Corporation Law of the State of Delaware
-------------------------------------------
NEWREEVECO, INC., a Delaware corporation, hereby certifies
as follows:
FIRST: The name and state of incorporation of each of the
constituent corporations is as follows:
Name State of Incorporation
Newreeveco, Inc. Delaware
Schick Acquisition Corp. Delaware
SECOND: An Agreement of Merger dated March 6, 1986, among
Schick Acquisition Corp., Schick Incorporated and Newreeveco, Inc.
(the "Merger Agreement") has been approved and adopted by written
consent (with delivery of written notice of the taking of such
action without a meeting by less than unanimous written consent to
those stockholders who did not thereby consent in writing) in
accordance with Section 228 of the General Corporation Law of the
State of Delaware, and executed, acknowledged and certified by
each of the constituent corporations in accordance with Section
251(c) of the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation is Newreeveco,
Inc. (the "Surviving Corporation").
FOURTH: Article Fourth of the Restated Certificate of
Incorporation of Newreeveco, Inc. shall be amended at the
effective time of the merger to read as follows:
FOURTH: Number of Shares. The total number of shares
of capital stock which the corporation shall have authority
to issue is 270,000 shares, classified as follows:
(1) 20,000 shares of Common Stock, par value $.Ol
per share (hereinafter called the "Common Stock").
(2) 250,000 shares of Preferred Stock, par value
$1.00 per share (hereinafter called the "Preferred
Stock"). The Preferred Stock may be divided into such
number of series as the Board of Directors of this
corporation may determine. The Board of Directors of
this corporation is authorized to determine and alter
the rights, preferences, privileges and restrictions
granted to and imposed upon any wholly unissued series
of Preferred Stock, and to fix the number of shares of
any such series of Preferred Stock and the designation
of any such series of Preferred Stock. The Board of
Directors, within the limits and restrictions stated in
any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any
series, may increase or decrease (but not below the
number of shares of such series then outstanding) the
number of shares of any series subsequent to the issue
of shares of that series.
FIFTH: An executed copy of the Merger Agreement is on file
at the principal place of business of the Surviving Corporation,
P.O. Box 1898, Spartanburg, South Carolina 29304, and a copy of
the Merger Agreement will be furnished by the Surviving
Corporation, on request and without cost, to any stockholder of
either constituent corporation.
IN WITNESS WHEREOF, Newreeveco, Inc. has caused this
Certificate of Merger to be executed in its corporate name by its
Vice President and attested by its Secretary this 6th day of May,
1986.
NEWREEVECO, INC.
By /s/ Daniel H. Kahrs
_____________________________
Vice President
Attest:
/s/ George E. Moseley
___________________________________
Secretary
State of Delaware
Office of Secretary of State
_______________________
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY
OF THE CERTIFICATE OF AMENDMENT OF "NEWREEVECO, INC." FILED IN
THIS OFFICE ON THE TWENTY-THIRD DAY OF OCTOBER, A.D. 1986, AT 9
O'CLOCK A.M.
* * * * * * * * * *
/s/ Michael Ratchford
_________________________________
SECRETARY OF STATE
AUTHENTICATION: *3368892
DATE: 03/04/1992
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
NEWREEVECO, INC.
Pursuant to Sections 242 and 228 of the
General Corporation Law of the
State of Delaware
* * * * * * * * * *
NEWREEVECO, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation") DOES HEREBY CERTIFY:
FIRST: That the Restated Certificate of Incorporation of the
Corporation is amended by adding a new Article SEVENTH to read in
its entirety as follows:
SEVENTH: A director of this corporation shall under no
circumstances have any personal liability to the corporation
or its stockholders for monetary damages for breach of
fiduciary duty as a director except for those specific
breaches and acts or omissions with respect to which the
Delaware General Corporation Law expressly provides that this
provision shall not eliminate or limit such personal
liability of directors.
SECOND: That the foregoing amendment has been duly adopted
in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware and by the written
consent of holders of the majority of each class of outstanding
stock of the Corporation entitled to vote thereon in accordance
with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.
THIRD: That written notice has been given to those
stockholders who have not consented in writing to the foregoing
amendment in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said NEWREEVECO, INC. has caused this
certificate to be signed by J. E. Reeves, Jr., its President and
attested by George E. Moseley, its Secretary, this 17th day of
September, 1986.
ATTEST: NEWREEVECO, INC.
/s/ George E. Moseley By: /s/ J. E. Reeves, Jr.
________________________ ________________________________
George E. Moseley J. E. Reeves, Jr.
Secretary President
737.AO81
State of Delaware
Office of Secretary of State
___________________________
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY
OF THE CERTIFICATE OF MERGER OF DELAWARE CORPORATIONS OF
"NEWREEVECO, INC." FILED IN THIS OFFICE ON THE THIRTIETH DAY OF
MARCH, A.D. 1988, AT 11:45 O'CLOCK A.M.
* * * * * * * * * *
/s/ Michael Ratchford
___________________________________
SECRETARY OF STATE
AUTHENTICATION: *3368893
DATE: 03/04/1992
CERTIFICATE OF MERGER
OF
A.R.A. MANUFACTURING COMPANY OF DELAWARE, INC.
INTO
NEWREEVECO, INC.
_________________________
Pursuant to Section 251(c) of the General Corporation Law
of the State of Delaware
_________________________
Newreeveco, Inc., a corporation formed under the laws of the
State of Delaware, which desires to merge A.R.A. Manufacturing
Company of Delaware, Inc., a corporation formed under the laws of
the State of Delaware, into Newreeveco, Inc. pursuant to the
provisions of Section 251(c) of the General Corporation Law of the
State of Delaware, DOES HEREBY CERTIFY as follows:
FIRST: The name and state of incorporation of each of the
constituent corporations are as follows:
Name State of Incorporation
A.R.A. Manufacturing Company Delaware
of Delaware, Inc.
Newreeveco, Inc. Delaware
SECOND: A Plan and Agreement of Merger dated as of March 30,
1988 (the "Merger Agreement"), between Newreeveco, Inc. and A.R.A.
Manufacturing Company of Delaware, Inc. (together called the
"Constituent Corporations"), has been approved, adopted,
certified, executed and acknowledged by each of the Constituent
Corporations in accordance with Section 251(c) of the General
Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation is Newreeveco,
Inc.
FOURTH: The Restated Certificate of Incorporation of
Newreeveco, Inc., which was filed in the Office of the Secretary
of State of Delaware on June 25, 1982, and subsequently duly
recorded, is hereby amended, pursuant to the Merger Agreement, as
follows: By striking out the whole of Article FOURTH thereof as
it now exists and inserting in lieu thereof a new Article FOURTH,
providing as follows:
FOURTH: (a) The total number of shares of all classes
of stock which the Corporation shall have authority to issue
is Thirty Million Two Hundred Fifty Thousand (30,250,000)
shares consisting of Two Hundred Fifty Thousand (250,000)
shares of Preferred Stock having a par value of one dollar
($1.00) per share (hereinafter called "Preferred Stock") and
Thirty Million (30,000,000) shares of Common Stock having a
par value of one cent ($.01) per share (hereinafter called
"Common Stock").
(b) The following is a statement of the
designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in
respect of the classes of stock of the Corporation, and of
the authority with respect thereto expressly vested in the
Board of Directors of the Corporation.
The Preferred Stock may be issued from
time to time in one or more series, the shares of each series
to have such designations, preferences, voting rights and
relative, participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, as
are stated and expressed herein and in a resolution or
resolutions providing for the issue of such series, adopted
by the Board of Directors.
Authority is hereby expressly granted to
the Board of Directors to authorize the issue of one or more
series of Preferred Stock, and with respect to each such
series to fix by resolution or resolutions providing for the
issue of such series, the designations, preferences and
relative, participating, optional or other special rights, if
any, including voting, redemption and convertibility
features, and qualifications, limitations or restrictions
thereof.
(c) The holders of Common Stock shall be
entitled to receive such dividends as may be declared and
deemed by the Board of Directors of the Corporation payable
out of funds legally available therefor except that any
dividends payable in Common Stock of the Corporation shall be
payable pro rata to all holders of Common Stock. Subject to
the prior rights of any shares of Preferred Stock, the
holders of Common Stock shall have one vote for each share of
Common Stock.
(d) The number of authorized shares of any
class or classes of stock of the Corporation may be increased
or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote.
FIFTH: The executed Merger Agreement is on file at the
principal place of business of Newreeveco, Inc. located at Highway
29 South, Spartanburg, South Carolina 29304.
SIXTH: A copy of the Merger Agreement will be furnished by
Newreeveco, Inc., on request and without cost, to any stockholder
of either of the Constituent Corporations.
IN WITNESS WHEREOF, Newreeveco, Inc. has caused Certificate
of Merger to be signed by Steven W. Hart, its Vice President, and
attested by James W. Hart, Jr., its Assistant Secretary, this
30th day of March, 1988.
NEWREEVECO, INC.
By: /s/ Steven W. Hart
_____________________________
Steven W. Hart
Vice President
ATTEST:
By: /s/ James W. Hart, Jr.
________________________________
James W. Hart, Jr.
Assistant Secretary
State of Delaware
Office of Secretary of State
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY
OF THE CERTIFICATE OF STOCK DESIGNATION OF "NEWREEVECO, INC."
FILED IN THIS OFFICE ON THE THIRTIETH DAY OF MARCH, A.D. 1988, AT
11:46 O'CLOCK A.M.
* * * * * * * * * *
/s/ Michael Ratchford
_________________________________
SECRETARY OF STATE
AUTHENTICATION: *3368894
DATE: 03/04/1992
CERTIFICATE
DESIGNATING SERIES I PREFERRED STOCK
OF
NEWREEVECO, INC.
Pursuant to Section 151(g) of the
Delaware General Corporation Law
_________________________________
NEWREEVECO, INC., a Delaware corporation (the "Corpora-
tion"), by its Vice President and Assistant Secretary, DOES HEREBY
CERTIFY:
That pursuant to authority granted to the Board of
Directors by Article FOURTH of the Restated Certificate of In-
corporation, as amended, the Board of Directors of the
Corporation, acting pursuant to unanimous written consent, duly
adopted the following resolution creating a series of Preferred
Stock designated as "Series I Preferred Stock".
RESOLVED, there is hereby established and
designated one series of the Corporation's Preferred
Stock, designated Series I (the "Shares") , which shall
consist of one thousand (1,000) shares and which shall
have rights, preferences and limitations as follows:
1. The holders of Shares shall have no voting
rights, except as required by law.
2. The holders of record of Shares shall, upon
declaration of the Board of Directors of the Corporation
setting forth both the record date and payment date, be
entitled to receive on such payment date, in the
aggregate as a series, and before any dividends or other
distributions shall be made to the holders of any series
or class of the Common Stock, whether previously or
hereinafter designated by the Board of Directors of the
Corporation, or any series or class of the Preferred
Stock designated by the Board of Directors of the
Corporation after the date hereof, cumulative dividends
("Preferred Dividends") as indicated in the following
schedule:
On or before Amount
November 7, 1988 $5,040,000
November 7, 1989 960,000
November 7, 1990 900,000
November 7, 1991 840,000
November 7, 1992 780,000
November 7, 1993 720,000
November 7, 1994 660,000
TOTAL $9,900,000
The amount paid to the holders of Shares by the Corporation for any
repurchase or redemption thereof, which repurchase or redemption
shall be in the discretion of the Board of Directors of the
Corporation, shall be deducted from the amount of Preferred
Dividends to be paid hereafter pursuant to this Paragraph 2. After
November 7, 1994, the holders of Shares shall not have any dividend
rights, except to the extent of any cumulated unpaid Preferred
Dividends.
3. In the event of liquidation, dissolution, distribution of
the assets of or winding up of the Corporation, whether voluntary or
involuntary, the holders of Shares shall be entitled to receive, out
of the assets of the Corporation (whether from capital or surplus or
both) in the aggregate as a series, before any distribution shall be
made to the holders of any series or class of the Common Stock
whether previously or hereinafter designated by the Board of
Directors of the Corporation, or any series or class of any
Preferred Stock designated by the Board of Directors of the
Corporation after the date hereof, a liquidation preference of
$5,000,000, reduced by the amount shown in the following schedule
for the period in which such liquidation, dissolution, distribution
of assets of or winding up of the Corporation occurs:
For the year beginning Amount
November 7, 1988 $1,770,000
November 7, 1989 2,280,000
November 7, 1990 2,800,000
November 7, 1991 3,330,000
November 7, 1992 3,870,000
November 7, 1993 4,430,000
November 7, 1994 5,000,000
provided that, if for any period set forth above, the Corporation
has not paid to holders of the Shares all Preferred Dividends
required to be paid by virtue of Paragraph 2 hereof due prior to
such distribution, then and in that event, the liquidation
preference herein granted shall be increased by the aggregate amount
of the Preferred Dividends accumulated and not paid.
If, upon such liquidation, dissolution, distribution of the assets
of or winding up of the Corporation, the assets of the Corporation
(from capital and surplus) shall be insufficient to permit payment
in full to the holders of the Shares of the amount distributable to
them as aforesaid, then the entire assets of the Corporation (both
capital and surplus) shall be distributed ratably among the holders
of the Shares to the exclusion of the holders of any series or class
of the Common Stock, whether previously or hereinafter designated by
the Board of Directors of the Corporation, and the holders of any
other series or class of the Preferred Stock designated by the Board
of Directors of the Corporation after the date hereof. The
foregoing provisions of this Paragraph 3 shall not, however, be
deemed to require the distribution of assets among the holders of
the Shares of any other series or class of the Preferred Stock or
the Common Stock in the event of a consolidation, merger, lease or
sale of substantially all the assets, which does not in fact result
in the liquidation or winding up of the business of this
Corporation.
After payment of all of the Preferred Dividends set forth in
Paragraph 2 hereof, the holders of Shares shall not have any rights
to distribution upon liquidation, dissolution, distribution of the
assets of or winding up of the Corporation. The Shares may be
redeemed at any time by the Corporation at a redemption price equal
to $1.00 per Share, plus the remaining aggregate amount of Preferred
Dividends unpaid at the date of redemption.
4. The payment of any dividend by the Corporation upon,
or the redemption or repurchase by the Corporation of, any Shares as
set forth above shall be made to the holder of record of the Shares
as of the record date or on the date for payment set forth by
resolution of the Board of Directors in their discretion and funds
for any such purpose shall be reserved and set aside in each
instance only at such record date upon the express resolution of the
Corporation's Board of Directors and shall be subject to any
restriction with respect to such dividends or other payments
contained in all loan agreements, debentures, indentures or other
agreements entered into by the Corporation. Nothing contained
herein or in any agreement or instrument of the Corporation, any
affiliate of the Corporation or the holder of the Shares shall be
deemed to require the payment of the Preferred Dividends or to
require repurchase or redemption of the Shares.
IN WITNESS WHEREOF, NEWREEVECO, INC. has caused this
Certificate to be executed by its Vice President and attested by
its Assistant Secretary this 30th day of March, 1988.
NEWREEVECO, INC.
By: /s/ Steven W. Hart
_____________________________
Steven W. Hart
Vice President
ATTEST:
/s/ James W. Hart, Jr.
___________________________________
James W. Hart, Jr.
Assistant Secretary
State of Delaware
Office of Secretary of State
___________________________
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY
OF THE CERTIFICATE OF AMENDMENT OF "NEWREEVECO, INC." FILED IN THIS
OFFICE ON THE THIRD DAY OF JUNE, A.D. 1988, AT 10 O'CLOCK A.M.
* * * * * * * * * *
/s/ Michael Ratchford
___________________________________
SECRETARY OF STATE
AUTHENTICATION: *3368895
DATE: 03/04/1992
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF NEWREEVECO, INC.
Pursuant to Section 242
of the General Corporation Law
of the State of Delaware
* * * * * * * * * *
Newreeveco, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That ARTICLE FIRST of the Restated Certificate of
Incorporation which states the Corporation's name is amended to read
in full as follows:
"FIRST: The name of the Corporation is Reeves
Industries, Inc."
SECOND: That the aforesaid amendment was duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Newreeveco, Inc. has caused this
certificate to be signed by James W. Hart, its President, and
attested by James W. Hart, Jr., its Assistant Secretary, this 3rd
day of June, 1988.
NEWREEVECO, INC.
By /s/ James W. Hart
_______________________
James W. Hart
President
ATTEST:
/s/ James W. Hart, Jr.
________________________________
James W. Hart, Jr.
Assistant Secretary
State of Delaware
Office of Secretary of State
_________________________
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY
OF CERTIFICATE OF CHANGE OF ADDRESS OF REGISTERED AGENT AS IT
APPLIES TO "REEVES INDUSTRIES, INC." AS RECEIVED AND FILED IN THIS
OFFICE ON THE TWENTY-SEVENTH DAY OF OCTOBER, A.D. 1989, AT 4:30
O'CLOCK P.M.
* * * * * * * * * *
/s/ Michael Ratchford
___________________________
SECRETARY OF STATE
AUTHENTICATION: *3368896
DATE: 03/04/1992
D20x1805 10/28/89
STATE OF DELAWARE - DIVISION OF CORPORATIONS
CHANGE OF ADDRESS FILING FOR
UNITED STATES CORPORATION COMPANY, AS OF OCTOBER 27, 1989
** DOMESTIC **
0933884 WINDY CITY INC. 03/17/1982 D DE
0933970 I. O. B. LIMITED 03/18/1982 D DE
0933971 WOMEN'S FUNDING COALITION, INC. 03/18/1982 D DE
0933972 CLEVELAND PRECISION TOOL HOLDER COMPANY 03/18/1982 D
DE
0934029 GELBER GROUP, INC. 03/18/1982 D DE
0934030 TECHNOLOGY CENTERS INTERNATIONAL, INC. 03/18/1982 D DE
0934052 POSNER INDUSTRIES, INC. 03/19/1982 D DE
0934054 SILVERMAN MACHINES INTERNATIONAL, LTD. 03/19/1982 D DE
0934056 DIGITAL DESIGN INC. 03/19/1982 D DE
0934191 FEDERAL SIGNAL CREDIT CORPORATION 03/22/1982 D DE
0934210 WORLD COURIER GROUP, INC. 03/22/1982 D DE
0934410 CHICAGO METROPOLITAN COMPUTERS, INC 03/24/1982 D DE
0934461 LJIC COMPUTER SERVICES CORPORATION 03/25/1982 D DE
0934506 LIT AMERICA, INC. 03/25/1982 D DE
0934507 NATIONAL GATE CONSTRUCTION COMPANY 03/25/1982 D DE
0934527 MECATEC, INC. 03/26/1982 D DE
0934614 PEGASUS ASSOCIATES, INC. 03/29/1982 D DE
0934685 CORNELL OIL & GAS COMPANY 03/29/1982 D DE
0934709 NEWCITY COMMUNICATIONS OF SYRACUSE, INC. 03/30/1982 D DE
0934712 S. L. PRODUCTIONS, INC. 03/30/1982 D DE
0934715 GOLD STANDARD BAKING, INC. 03/30/1982 D DE
0934721 VENMARK, LTD. 03/30/1982 D DE
0934876 DIAMOND LANDS CORPORATION 03/31/1982 D DE
0934914 FISHCER IMAGING MIDWEST, INC. 04/01/1982 D DE
0934920 CHRYTEX INDUSTRIALS CORP. 04/01/1982 D DE
0934939 REEVES INDUSTRIES, INC. 04/01/1982 D DE
0934973 HERZOG INC. 04/02/1982 D DE
0934974 REFRIGERATED WAREHOUSE INVESTMENTS HOLDING CORPORATION
04/02/1982 D DE
0934975 GIESECKE & DEVRIENT SECURITY SYSTEMS, INC. 04/02/1982 D DE
0934976 OCEAN CAPITAL CORPORATION 04/02/1982 D DE
0934977 UNIFRIDGE HOLDING CORPORATION 04/02/1982 D DE
0934978 DAUTEL AMERICA CORP. 04/02/1982 D DE
0935023 DIAMOND INTERNATIONAL CORPORATION 04/02/1982 D DE
0935036 NABISCO BRANDS (U.K.) LIMITED 04/05/1982 D DE
0935058 AMERICAN AUTO SOUND, INC. 04/05/1982 D DE
0935060 OXFORD (HOLDING) INC. 04/05/1982 D DE
0935086 MARION-FUNT ORGANIZATION, INC. 04/05/1982 D DE
0935229 SWISS CHALLET HOLDINGS INC. 04/07/1982 D DE
0935286 PHOENIX CORPORATION OF AMERICA 04/08/1982 D DE
0935328 WOODRUN MANAGEMENT CORPORATION 04/08/1982 D DE
0935332 METRO-CAMMELL U.S.A., INC. 04/08/1982 D DE
0935333 DOLIN REALTY CORP. 04/08/1982 D DE
0935354 COUNCIL TRAVEL SERVICES, INC. 04/12/1982 D DE
0935377 TIMEX COMPUTER CORPORATION 04/12/1982 D DE
0935414 NEW COURT AMERICAN PROPERTY FUND, INC. 04/12/1982 D DE
0935462 OPEN ROAD PRODUCTIONS, INC. 04/13/1982 D DE
0935463 SAATCHI & SAATCHI COMPTON WORLDWIDE, INC. 04/13/1982 D
DE
CERTIFICATE OF CHANGE OF ADDRESS OF
REGISTERED OFFICE AND OF REGISTERED AGENT
PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE
TO: DEPARTMENT OF STATE
Division of Corporations
Townsend Building
Federal Street
Dover, Delaware 19903
Pursuant to the provisions of Section 134 of Title 8 of
the Delaware Code, the undersigned Agent for service of process, in
order to change the address of the registered office of the
corporations for which it is registered agent, hereby certifies
that:
1. The name of the agent is United States Corporation
Company.
2. The address of the old registered office was 229 South
State Street, Dover, Kent County, Delaware 19901.
3. The address to which the registered office is to be
changed is 32 Loockerman Square, Suite L-100, Dover, Kent County,
Delaware 19901. The new address will be effective on October 27,
1989.
4. The names of the corporations represented by said
agent are set forth on the list annexed to this certificate and
made a part hereof by reference.
IN WITNESS WHEREOF, said agent has caused this certificate
to be signed on its behalf by its Vice President and Assistant
Secretary this 10th day of October 1989.
UNITED STATES CORPORATION COMPANY
/s/ Alan E. Spiewak
_________________________________
Alan Spiewak, Vice President
ATTEST:
State of Delaware
Office of Secretary of State
_________________________
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY
OF THE CERTIFICATE OF STOCK DESIGNATION OF "REEVES INDUSTRIES,
INC." FILED IN THIS OFFICE ON THE EIGHTH DAY OF NOVEMBER, A.D.
1989, AT 4:30 O'CLOCK P.M.
* * * * * * * * * *
/s/ Michael Ratchford
SECRETARY OF STATE
AUTHENTICATION: *3368897
DATE: 03/04/19
AMENDED CERTIFICATE
DESIGNATING SERIES I PREFERRED STOCK
OF
REEVES INDUSTRIES, INC.
____________________
Pursuant to Section 151(g) of the
Delaware General Corporation Law
____________________
REEVES INDUSTRIES, INC., a Delaware corporation (the
"Corporation"), by its Vice President and Assistant Secretary, DOES
HEREBY CERTIFY:
FIRST: That pursuant to authority granted to the Board of
Directors by Article FOURTH of the Restated Certificate of
Incorporation, as amended, the Board of Directors of the
Corporation, acting pursuant to unanimous written consent, duly
adopted the following resolution amending the series of Preferred
Stock heretofore designated as "Series I Preferred Stock".
RESOLVED, that, effective upon receipt of the approval of
the holders of a majority of each class of outstanding
capital stock of the Corporation entitled to vote thereon,
the resolution adopted by this Board of Directors on March
29, 1988 creating the Series I Preferred Stock be, and it
hereby is, amended by deleting paragraphs 2 and 3 thereof
in their entirety and inserting in lieu thereof:
"2. The holders of record of Shares shall, upon
declaration of the Board of Directors of the Corporation
setting forth both the record date and payment date, be
entitled to receive on such payment date, in the aggregate
as a series, and before any dividends or other
distributions shall be made to the holders of any series
or class of the Common Stock, whether previously or
hereinafter designated by the Board of Directors of the
Corporation, or any series or class of the Preferred Stock
designated by the Board of Directors of the Corporation
after the date hereof, cumulative dividends ("Preferred
Dividends") as indicated in the following schedule:
On or before Amount
June 30, 1990 $6,000,000
November 7, 1990 900,000
November 7, 1991 840,000
November 7, 1992 780,000
November 7, 1993 720,000
November 7, 1994 660,000
TOTAL $9,900,000
The amount paid to the holders of Shares by the
Corporation for any repurchase or redemption thereof,
which repurchase or redemption shall be in the discretion
of the Board of Directors of the Corporation, shall be
deducted from the amount of Preferred Dividends to be paid
hereafter pursuant to this Paragraph 2. After November 7,
1994, the holders of Shares shall not have any dividend
rights, except to the extent of any cumulated unpaid
Preferred Dividends.
3. In the event of liquidation, dissolution,
distribution of the assets of or winding up of the
Corporation, whether voluntary or involuntary, the holders
of Shares shall be entitled to receive, out of the assets
of the Corporation (whether from capital or surplus or
both) in the aggregate as a series, before any
distribution shall be made to the holders of any series or
class of the Common Stock, whether previously or
hereinafter designated by the Board of Directors of the
Corporation, or any series or class of any Preferred Stock
designated by the Board of Directors of the Corporation
after the date hereof, a liquidation preference of
$5,000,000, reduced by the amount shown in the following
schedule for the period in which such liquidation,
dissolution, distribution of assets of or winding up of
the Corporation occurs:
For the period beginning Amount
June 30, 1990 $2,280,000
For the year beginning
November 7, 1990 2,800,000
November 7, 1991 3,330,000
November 7, 1992 3,870,000
November 7, 1993 4,430,000
November 7, 1994 5,000,000
provided that, if for any period set forth above, the Corporation
has not paid to holders of the Shares all Preferred Dividends
required to be paid by virtue of Paragraph 2 hereof due prior to
such distribution, then and in that event, the liquidation
preference herein granted shall be increased by the aggregate amount
of the Preferred Dividends accumulated and not paid.
If, upon such liquidation, dissolution, distribution of the assets
of or winding up of the Corporation, the assets of the Corporation
(from capital and surplus) shall be insufficient to permit payment
in full to the holders of the Shares of the amount distributable to
them as aforesaid, then the entire assets of the Corporation (both
capital and surplus) shall be distributed ratably among the holders
of the Shares to the exclusion of the holders of any series or class
of the Common Stock, whether previously or hereinafter designated by
the Board of Directors of the Corporation and the holders of any
other series or class of the Preferred Stock designated by the Board
of Directors of the Corporation after the date hereof. The
foregoing provisions of this Paragraph 3 shall not, however, be
deemed to require the distribution of assets among the holders of
the Shares of any other series or class of the Preferred Stock or
the Common Stock in the event of a consolidation, merger, lease or
sale of substantially all the assets, which does not in fact result
in the liquidation or winding up of the business of this
Corporation.
After payment of all of the Preferred Dividends set forth in
Paragraph 2 hereof, the holders of Shares shall not have any rights
to distribution upon liquidation, dissolution, distribution of the
assets of or winding up of the Corporation. The Shares may be
redeemed at any time by the Corporation at a redemption price equal
to $1.00 per Share, plus the remaining aggregate amount of Preferred
Dividends unpaid at the date of redemption."
SECOND: The holders of record of all shares of each
class of the outstanding capital stock of the Corporation entitled
to vote thereon have consented to the foregoing amendment to the
Series I Preferred Stock by written consent dated as of November 3,
1989.
IN WITNESS WHEREOF, REEVES INDUSTRIES, INC. has caused
this Certificate to be executed by its Vice President and attested
by its Assistant Secretary this 6th day of November, 1989.
REEVES INDUSTRIES, INC.
By: /s/ Steven W. Hart
_____________________________
Steven W. Hart
Vice President
ATTEST:
/s/ James W. Hart, Jr.
___________________________________
James W. Hart, Jr.
Assistant Secretary
State of Delaware
Office of Secretary of State
____________________
I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF
DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY
OF THE CERTIFICATE OF AMENDMENT OF "REEVES INDUSTRIES, INC." FILED
IN THIS OFFICE ON THE THIRTY-FIRST DAY OF DECEMBER, A.D. 1991, AT 9
O'CLOCK A.M.
* * * * * * * * * *
/s/ Michael Ratchford
_________________________________
SECRETARY OF STATE
AUTHENTICATION: *3368898
DATE: 03/04/1992
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
REEVES INDUSTRIES, INC.
Pursuant to Section 242 and 228 of the
General Corporation Law of the
State of Delaware
* * * * * * * * * *
REEVES INDUSTRIES, INC., a corporation organized and
existing under and by virtue of the General Corporation Law of the
State of Delaware (the "Corporation") DOES HEREBY CERTIFY:
FIRST: That Paragraph (a) of Article FOURTH of the
Restated Certificate of Incorporation of the Corporation is amended
to read in its entirety as follows:
FOURTH: (a) The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
Fifty Million Two Hundred Fifty Thousand (50,250,000) shares
consisting of Two Hundred Fifty Thousand (250,000) shares of
Preferred Stock having a par value of one dollar ($1.00) per
share (hereinafter called "Preferred Stock") and Fifty Million
(50,000,000) shares of Common Stock having a par value of one
cent ($.Ol) per share (hereinafter called "Common Stock").
SECOND: That the foregoing amendment has been duly
adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware and by the written
consent of holders of the majority of each class of outstanding
stock of the Corporation entitled to vote thereon in accordance with
the provisions of Section 228 of the General Corporation Law of the
State of Delaware.
THIRD: That written notice has been given to those
stockholders who have not consented in writing to the foregoing
amendment in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said REEVES INDUSTRIES, INC. has
caused this certificate to be signed by Steven W. Hart, its Vice
President, and attested by David L. Dephtereos, its Secretary, this
31st day of December, 1991.
ATTEST: REEVES INDUSTRIES, INC.
/s/ David L. Dephtereos By: /s/ Steven W. Hart
____________________________ _______________________________
David L. Dephtereos Steven W. Hart
Secretary Vice President
State of Delaware
Office of the Secretary of State
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF MERGER OF "HHCI, INC." MERGING WITH
AND INTO "REEVES INDUSTRIES, INC." UNDER THE NAME OF "REEVES
INDUSTRIES, INC." AS RECEIVED AND FILED IN THIS OFFICE THE
TWENTY-FIFTH DAY OF OCTOBER, A.D. 1993, AT 9:30 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO
THE APPROPRIATE COUNTY RECORDER OF DEEDS ON THE TWENTY-FIFTH DAY
OF OCTOBER, A.D. 1993 FOR RECORDING.
* * * * * * * * * *
/s/ William T. Quillen
William T. Quillen, Secretary of State
AUTHENTICATION: *4115150
DATE: 10/25/1993
932985084
CERTIFICATE OF MERGER
of
HHCI, INC.
into
REEVES INDUSTRIES, INC.
____________________
Pursuant to Section 251(c) of the General Corporation Law
of the State of Delaware
____________________
Reeves Industries, Inc., a corporation formed under the
laws of the State of Delaware, which desires to merge HHCI, Inc., a
corporation organized under the laws of the State of Delaware, into
Reeves Industries, Inc. pursuant to the provisions of Section 251(c)
of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY as follows:
FIRST: The name and state of incorporation of each of
the constituent corporations are as follows:
Name State of Incorporation
HHCI, Inc. Delaware
Reeves Industries, Inc. Delaware
SECOND: An Agreement and Plan of Merger dated as of October
22, 1993 (the "Agreement") between Reeves Industries, Inc. and
HHCI, Inc. (together the "Constituent Corporations") has been
approved, adopted, certified, executed and acknowledged by each of
the Constituent Corporations in accordance with Section 251(c) of
the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation is Reeves
Industries, Inc.
FOURTH: The Certificate of Incorporation of Reeves
Industries, Inc. shall be the certificate of incorporation of the
surviving corporation.
FIFTH: The executed Agreement is on file at the principal
place of business of Reeves Industries, Inc. at Highway 29 South,
Spartanburg, South Carolina 29304.
SIXTH: A copy of the Agreement will be furnished by Reeves
Industries, Inc., on request and without cost, to any stockholder of
either of the Constituent Corporations.
IN WITNESS WHEREOF, Reeves Industries, Inc. has caused this
Certificate of Merger to be signed by James W. Hart, its Chairman of
the Board, and attested by Jennifer H. Fray, its Secretary, this
25th day of October, 1993.
REEVES INDUSTRIES, INC.
By: /s/ James W. Hart
_______________________________
James W. Hart
Chairman of the Board
Attest:
By: /s/ Jennifer H. Fray
____________________________
Jennifer H. Fray
Secretary
June 29, 1995
Federal Express
Mr. Anthony L. Cartagine
55 Eden Way
Roslyn Harbor, New York 11576
Dear Tony:
This letter will constitute an amendment to your employment
agreement with Reeves Brothers, Inc. dated as of July 1, 1991.
Specifically, we agree to amend paragraph 2 of the agreement to read
as follows:
2. Term. Subject to the provisions for earlier termination as
hereinafter provided in Paragraph 7 of this Agreement, the term of this
Agreement shall be the period commencing on the date hereof and
terminating on December 31, 1995; provided however that such term shall be
automatically extended for an additional period of six months (i.e.,
until June 30, 1996) and again for a further period of three months
(i.e., until September 30, 1996) unless on or before a date 120 days
prior to the original termination date or any subsequent termination
date, the Employer or the Employee provides written notice to the
other party of the intention not to extend the Agreement.
It is agreed that your Base Salary will be increased to $285,000
per year, at such time as the Company hires a President and Chief
Operating Officer for the Apparel Textile Group, payable in equal
semi-monthly installments on the first and fifteenth days of each
month, subject to adjustment pursuant to the Company's salary
administration program.
We further agree to amend the first sentence of paragraph 6 of
the agreement to read as follows:
6. Duties. The Employee shall be employed as Chief Executive
Officer of the Apparel Textile Group of the Employer and shall have the
authority and powers to perform all duties as are customary to such
office, subject to the control and direction of the Board of Directors
of the Employer.
In addition, Exhibit A to the employment agreement, a listing
of "Additional Fringe Benefits", shall be modified so that item 1
thereof reads as follows:
1. Supplemental Executive Retirement Plan (SERP for 401(a)(17)
and 415)
Except as modified by the foregoing, the employment agreement
shall remain in full force and effect.
If this letter correctly sets forth our understanding, please
execute the enclosed copy of this letter and return it to me.
Please call me if you have any questions.
Sincerely,
Reeves Brothers, Inc.
By: /s/ James W. Hart, Jr.
---------------------
James W. Hart, Jr.
President and
Chief Executive Officer
Accepted and agreed:
/s/ Anthony L. Cartagine
________________________
Anthony L. Cartagine
Date: 6/30/95
______________
June 22, 1995
Mr. Vito W. Lenoci
99 Stratford Road
Asheville, North Carolina 28804
Dear Bill:
This letter will constitute an amendment to your employment agreement
with Reeves Brothers, Inc. dated as of November 1, 1991. Specifically,
Exhibit A to the employment agreement, a listing of "Additional Fringe
Benefits", shall be modified so that item 1 thereof reads as follows:
1. Supplemental Executive Retirement Plan (SERP for
401(a)(17) and 415)
Except as modified by the foregoing, the employment agreement shall
remain in full force and effect.
If this letter correctly sets forth our understanding, please execute
the enclosed copy of this letter and return it to me. Please call me if
you have any questions.
Sincerely,
Reeves Brothers, Inc.
/s/ James W. Hart, Jr.
______________________
By: James W. Hart, Jr.
President and
Chief Executive Officer
Accepted and agreed:
/s/ Vito W. Lenoci
____________________
Vito W. Lenoci
Date: 7/12/95
_______________
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> OCT-01-1995
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<SALES> 218,330
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