<PAGE>
Exhibit 3.2
CERTIFICATE OF INCORPORATION
OF
FIFTEENTH CENTURY CORPORATION
***********************
1. The name of the Corporation is
FIFTEENTH CENTURY CORPORATION
2. The address of its registered office in the State of Delaware
is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.
3. The nature of the business of purposes to be conducted or
promoted is:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000); all such shares to be
without par value.
5A. The name and mailing address of each incorporator is as
follows:
ROBERT L. JONES I Gulf & Western Plaza
New York, NY 10023
RUDOLPH J. SANSON, JR. 1 Gulf & Western Plaza
New York, New York 10023
5B. The name and mailing address of each person, who is to serve
as a director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:
ROBERT L. JONES 1 Gulf & Western Plaza
New York, New York 10023
<PAGE>
RUDOLPH J. SANSON, JR. 1 Gulf & Western Plaza
New York, New York 10023
NORMAN R. FORSON 1 Gulf & Western Plaza
New York, New York 10023
6. The Corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter or
repeal the by-laws of the Corporation.
8. Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the by-laws of the Corporation. Elections of
directors need not be by written ballot unless the by-laws of the Corporation
shall so provide.
9. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of the State of Delaware, do make this certificate hereby
declaring and certifying that this is our act and deed
2
<PAGE>
and the facts herein stated are true, and accordingly have hereunto set our hand
this 14th day of December, 1981.
---------------------------------
Robert L. Jones
---------------------------------
3
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FIFTEENTH CENTURY CORPORATION
FIFTEENTH CENTURY CORPORATION, ("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 said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of FIFTEENTH
CENTURY CORPORATION, be amended by changing the Article thereof
numbered "1." so that, as amended, said Article shall be and read as
follows:
"l. The name of the Corporation is LIVINGSTON-GRAHAM, INC."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, said FIFTEENTH CENTURY CORPORATION has caused this
Certificate to be signed by Robert L. Jones, its Vice President, and attested by
Rudolph J. Sanson, Jr., its Secretary. Dated: January 20, 1982
FIFTEENTH CENTURY CORPORATION
BY
------------------------------------
Robert L. Jones
Vice President
ATTEST:
BY
---------------------------------
Rudolph J. Sanson, Jr.
Secretary
2
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LIVINGSTON-GRAHAM, INC.
LIVINGSTON-GRAHAM, 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 said corporation, by the
unanimous written consent of its members, filed with the minutes of the board,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of
LIVINGSTON-GRAHAM, INC., be amended by changing the Article thereof
numbered "Fourth" so that, as amended, said Article shall be and read
as follows:
"FOURTH:
The total number of shares of stock which the Corporation
shall have authority to issue is One Thousand (1,000) having a par
value of $1.00 per share."
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, said LIVINGSTON-GRAHAM, INC. has caused this
Certificate to be signed by Gerald I. Ritthaler, its Vice President, and
attested by Thomas M. Bartlett, its Assistant Secretary, this 12th day of
August, 1983.
LIVINGSTON-GRAHAM, INC.
BY
----------------------------------
Gerald I. Ritthaler
Vice President
ATTEST:
BY
--------------------------------
Thomas M. Bartlett
Assistant Secretary
2
<PAGE>
CERTIFICATE OF MERGER
OF
SAN GABRIEL MERGING CORP.
INTO
LIVINGSTON-GRAHAM, INC.
* * *
LIVINGSTON-GRAHAM, INC. hereby certifies that:
FIRST: The name and state of incorporation of each of the Constituent
Corporations is as follows:
<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
---- ----------------------
<S> <C>
San Gabriel Merging Corp................ Delaware
Livingston-Graham, Inc.................. Delaware
</TABLE>
SECOND: A Merger Agreement between the parties to the Merger has been
approved, adopted, certified, executed and acknowledged by each of the
Constituent Corporations in accordance with the requirements of subsection (c)
of Section 251 of the General Corporation Law of the State of Delaware.
THIRD: The name of the Surviving Corporation is Livingston-Graham, Inc.
FOURTH: The Certificate of Incorporation of the Surviving Corporation
shall be that of Livingston-Graham, Inc., except that the same is amended as
follows:
(a) Article 4 of the Certificate of Incorporation of Livingston-Graham,
Inc. is amended to change the total number of authorized shares, reduce the par
value of the common
<PAGE>
stock, authorize the issuance of preferred stock and to set forth the
designation and the powers, preferences and rights and the qualifications,
limitations and restrictions in respect of the shares of the preferred stock and
of the common stock. Such Article 4, as amended, shall be and read in its
entirety as follows:
"4. The total number of shares of all classes of stock which
the corporation shall have authority to issue is 30,000; of which
25,000 shares, having no par value per share, will be 14% cumulative
preferred stock (hereinafter referred to as "Preferred Stock"), and
5,000 shares, having a par value of $.01 per share, will be common
stock (hereinafter referred to as "Common Stock").
The designation and the powers, preferences and rights and the
qualifications, limitations or restrictions in respect of the shares of
each class of stock are as follows:
DIVIDENDS. The holders of record of the outstanding Preferred
Stock shall be entitled to receive, when and as declared by the Board
of Directors, preferential cumulative dividends in each fiscal year out
of earnings or surplus at the rate of $14 per share per year payable in
cash semiannually on the 15th day of March and September in each year.
No dividend on the Common Stock may be declared by the Board of
Directors unless and until all the outstanding Preferred Stock has been
redeemed or retired as set forth below. From and after the date when
all the outstanding referred Stock has been redeemed or retired as set
forth below, all dividends, whether in cash or other property, as may
be declared by the Board of Directors from time to time, shall be paid
ratably and equally, share for share, on all the outstanding shares of
Common Stock.
VOTING RIGHTS. The holders of the Common Stock shall have the
exclusive voting power for all purposes and the holders of the
Preferred Stock shall have no voting rights or voice whatsoever in the
affairs or management of the corporation or the right to notice of any
meeting of stockholders, except as may be specifically required by law.
On all matters to be voted or acted upon by the stockholders,
each holder of the Common Stock will be entitled to one vote for each
share of such stock held of record in the holder's name on the books of
the corporation at the time determined according to law. However, at
all elections of directors of the corporation, each holder of the
Common Stock shall be entitled to as many votes as shall equal the
number of votes which (except for this provision as to cumulative
voting) such holder would be entitled to cast for the election of
directors with respect to such holder's shares of the Common Stock
multiplied by the number of directors to be
2
<PAGE>
elected by such holder, and such holder may cast all of such votes for
a single director or may distribute them among the number to be voted
for, or for any two or more of them as such holder may see fit.
REDEMPTION OR REPURCHASE. (a) The corporation may at its
election, pursuant to resolution of the Board of Directors adopted at
any time or from time to time, redeem all or any of the shares of the
outstanding Preferred Stock by paying to the holder or holders thereof
as a redemption price the sum of $100 per share plus all accumulated
and unpaid dividends, if any. The corporation shall give notice if any
proposed redemption of Preferred Stock by mailing a copy of such notice
at least fifteen days prior to the date fixed for such redemption to
the holder or holders of record of the Preferred Stock to be redeemed
at their respective addresses appearing on the books of the
corporation. The Board of Directors shall have absolute discretion to
determine the times, terms, conditions and amount of such redemption,
including the right to designate all or any number of shares of any
particular Preferred Stockholder or Stockholders; PROVIDED, HOWEVER,
that, to the extent permitted by law, the corporation shall redeem all
outstanding shares of Preferred Stock at the redemption price of $100
per share on or before the eighth anniversary date of the original
issuance thereof. From and after the date fixed for redemption in any
such notice, all rights of the holders of the Preferred Stock with
respect to the shares to be so redeemed shall cease except for the
right to receive the redemption price without interest.
(b) The corporation may also at the election, by resolution of
the Board of Directors adopted at any time or from time to time,
purchase for retirement at the public or private sale all or any of the
shares of the outstanding Preferred Stock upon the best terms
reasonably obtainable, but in no event at a price greater than the
redemption price of the Preferred Stock. The corporation shall not
purchase or otherwise acquire any shares of Preferred Stock wither as
treasury stock or for reissue.
(c) Any Preferred Stock so redeemed or purchased for
retirement as aforesaid shall be cancelled and shall not be reissued
and the authorized capital stock shall be reduced by the amount of the
Preferred Stock so redeemed or purchased and such stock shall be
retired from time to time in the manner provided by law.
LIQUIDATION RIGHTS. In the event of any liquidation,
dissolution or winding up of the corporation, voluntary or otherwise,
all available assets shall be distributed in cash to the holders of the
Preferred Stock ratably, share for share, until the holders thereof
have received an amount equal to $100 per share plus all accumulated
and unpaid dividends before the holders of the Common Stock will be
entitled to receive any assets. All remaining available assets shall be
distributed in cash or other property, or
3
<PAGE>
both, to the holders of the outstanding Common Stock ratably, share for
share."
(b) To add an indemnification provision as Article 10, which Article
10 shall be and read as Follows:
"10. The corporation shall, to the fullest extent
permitted by Section 145 of the Delaware General Corporation
Law, as amended from time to time, indemnify all persons whom
it may indemnify pursuant thereto."
FIFTH: The executed Merger Agreement is on file at the principal place
of business of the Surviving Corporation, the address of which is 16080 Arrow
Highway, Irwindale, California 91706.
SIXTH: A copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any of
the Constituent Corporations.
SEVENTH: The Merger shall be effective immediately upon the filing of
this Certificate with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, Livingston-Graham, Inc., as the surviving
corporation, has caused this certificate to be executed by its officers
thereunto duly authorized as of this 7th day of September, 1983.
LIVINGSTON-GRAHAM, INC.
By
------------------------------
Title:
4
<PAGE>
Attest:
--------------------------------
Secretary
5
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Livingston-Graham, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST: That the Board of Directors of Livingston-Graham, Inc., by
unanimous consent of its members, filed with the minutes of the Board, duly
adopted resolutions setting forth a proposed amendment to the Certificate of
Incorporation of said corporation. The resolution setting forth the proposed
amendment is as follows:
"RESOLVED, that Article 4 of the Certificate of Incorporation of
this corporation be amended by changing the first paragraph thereof
(but with-out change to any other paragraph of Article 4) to read in
its entirety as follows:
"4. The total number of shares of all classes of stock which
the corporation shall have authority to issue is 30,000; of which
25,000 shares, having a par value of $0.01 per share, will be 14%
cumulative preferred stock (hereinafter referred to as "Preferred
Stock"), and 5,000 shares, having a par value of $0.01 per share, will
be common stock (hereinafter referred to as "Common Stock"). Upon the
filing of this Certificate of Amendment each outstanding share of
Preferred Stock, without par value, shall thereupon be changed into and
reclassified as one share of Preferred Stock, $0.01 par value. The
Common Stock shall not be affected by the foregoing amendment."
SECOND: That thereafter the sole stockholder of said corporation
approved said amendment by written consent.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, said Livingston-Graham, Inc., has caused this
certificate to be signed by its President and attested by its Secretary this
18th day of November, 1983.
LIVINGSTON-GRAHAM, INC.
By
--------------------------------
Merrill L. Nash, President
Attest:
---------------------------------
George Salisbury, Secretary
2
<PAGE>
CERTIFICATE OF OWNERSHIP
AND MERGER
MERGING RICHMOND SCREW ANCHOR CO., INC.
AND SYMONS CORPORATION
INTO LIVINGSTON-GRAHAM, INC.
Livingston-Graham, Inc., does hereby certify:
FIRST: That this corporation is incorporated under the laws of the
State of Delaware.
SECOND: That this corporation owns all of the outstanding shares of
stock of Richmond Screw Anchor, Co., Inc., a corporation incorporated under the
laws of the State of Delaware.
THIRD: That this corporation, by the following resolutions of its Board
of Directors, adopted the unanimous written consent without a meeting as of
November 30, 1983, adopted resolutions with respect to the merger and
liquidation of Richmond Screw Anchor Co., Inc. into itself, as follows:
"WHEREAS, this corporation is the sole stockholder of Richmond
Screw Anchor Co., Inc., a Delaware corporation, and it is in the best
interests of this corporation to merge and liquidate into this
corporation, and to assume all liabilities of, Richmond Screw Anchor
Co., Inc.;
NOW, THEREFORE, BE IT RESOLVED, that this corporation merge
and liquidate Richmond Screw Anchor Co., Inc., a Delaware corporation,
its wholly-owned subsidiary corporation, into itself, and assume all of
its obligations, pursuant to Section 253 of the General Corporation Law
of the State of Delaware."
FOURTH: That this corporation owns all of the outstanding shares of
stock of Symons Corporation, a Corporation incorporated under the laws of the
State of Delaware.
FIFTH: That this corporation, by the following resolutions of its Board
of Directors, adopted the unanimous written consent without a meeting as of
November 30, 1983, adopted resolution with respect to merger and liquidation of
Symons Corporation into itself and the change of its name, as follows:
WHEREAS, this corporation is the sole stockholder of Symons
Corporation, a Delaware corporation, and it is in the best interest of this
corporation to merge and liquidate into
<PAGE>
this corporation, and to assume all liabilities of, Symons Corporation, and
thereupon to change the name of this corporation;
NOW, THEREFORE, BE IT RESOLVED, that this corporation merge and
liquidate Symons Corporation, a Delaware corporation, its wholly-owned
subsidiary corporation into itself, and assume all of its obligations, pursuant
to Section 253 of the General Corporation Law of the State of Delaware;
RESOLVED FURTHER, that Article 1 of the Certificate of Incorporation of
this corporation be amended to read in its entirety as follows:
"1. The name of this corporation is Symons Corporation."
SIXTH: The merger and amendment shall be effective immediately upon the
filing of this certificate with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, said Livingston-Graham, Inc. has caused this
certificate to be signed by its President and attested to by its Secretary this
30th day of November, 1983.
LIVINGSTON-GRAHAM, INC.
By
---------------------------------
Merrill L. Nash, President
Attest:
-----------------------------------
George Salisbury, Secretary
2
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
L-T TRANSPORT, INC.
INTO
SYMONS CORPORATION
Symons Corporation, a corporation organized and existing under the laws
of the State of Delaware (the "Corporation") DOES HEREBY CERTIFY:
FIRST: That the Corporation was organized pursuant to the provisions of
the Delaware General Corporation Law on December 21, 1981.
SECOND: That the Corporation owns 100% of the outstanding shares of
capital stock of L-T Transport, Inc., ("L-T") , a corporation organized pursuant
to the provisions of the California Corporations Code on April 16, 1975.
THIRD: That pursuant to Section 253(a) of the Delaware General
Corporation Law the Corporation's Board of Directors has determined to merge L-T
into the Corporation and has duly adopted as of April 28, 1987 the following
resolutions by unanimous written consent of the members thereof, filed with the
minutes of such Board of Directors.
RESOLVED, that the Corporation does hereby approve a merger of
L-T into the Corporation, upon which the Corporation shall assume all
of the obligations of L-T.
RESOLVED FURTHER, that, pursuant to the merger, each
outstanding share of L-T capital stock shall be cancelled.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Merrill L. Nash, its President, and attested to by George Salisbury,
its Secretary, this 27th day of April, 1987.
By
--------------------------------
Merrill L. Nash, President
<PAGE>
Attest:
-----------------------------------
George Salisbury, Secretary
2
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
OF
SYMONS CORPORATION
SYMONS 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 said corporation owns all of the outstanding shares of
capital stock of S Land Company, a California corporation.
SECOND: That the Board of Directors of said corporation determined to
merge into itself its wholly-owned subsidiary, S Land Company, and adopted the
following resolutions as of September 26, 1990:
WHEREAS, this corporation owns all of the issued and
outstanding shares of capital stock of S Land Company, a California
corporation; and
WHEREAS, S Land Company has adopted a Plan of Liquidation
which shall qualify as a liquidation under Section 332 of the Internal
Revenue Code, to be effected by the merger of S Land company into this
corporation;
NOW, THEREFORE, BE IT RESOLVED, that this corporation merge S
Land Company, its wholly-owned subsidiary corporation, into itself and
assume all of its obligations pursuant to Section 253 of the Delaware
General Corporation Law and Sections 1108 and 1110 of the California
Corporations Code; and
RESOLVED FURTHER, that the officers of this corporation be,
and each of them hereby is, authorized, empowered and directed to
execute a Certificate of Ownership and Merger merging S Land Company
into this corporation, to cause said Certificate to be filed with the
Delaware Secretary of State and the California Secretary of State, and
to execute such other documents and take such other actions as such
officer or officers shall deem necessary, appropriate or advisable in
order to carry out the intent and purposes of the foregoing
resolutions.
<PAGE>
IN WITNESS WHEREOF, SYMONS CORPORATION has caused this
certificate to be signed by Merrill L. Nash, its President, and attested by
Kevin J. Combs, its Secretary, this 28th day of September, 1990.
SYMONS CORPORATION
By
--------------------------------
Merrill L. Nash,
President
ATTEST:
---------------------------
Kevin J. Combs
Secretary
2
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
OF
ARCADIA INDUSTRIES, INC.
ARCADIA INDUSTRIES, 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 said corporation owns all of the outstanding shares of
capital stock of Symons Corporation, a Delaware corporation.
SECOND: That the Board of Directors of said corporation determined to
merge said corporation into Symons Corporation, its wholly-owned subsidiary, and
adopted the following resolutions as of September 26, 1990:
WHEREAS, this corporation owns all of the issued and
outstanding shares of capital stock of Symons Corporation, a Delaware
corporation; and
WHEREAS, it is deemed to be advisable and in the best interest
of this corporation that this corporation merge itself into Symons
Corporation;
NOW, THEREFORE, BE IT RESOLVED, that this corporation merge
itself into Symons Corporation, with Symons Corporation being the
surviving corporation, pursuant to Section 253 of the Delaware General
Corporation Law; and
RESOLVED FURTHER, that, upon the effective date of the merger
of this corporation into Symons Corporation, the sole holder of all of
the outstanding shares of capital stock of this corporation may
surrender his certificate or certificates representing such shares of
capital stock to this corporation, and shall be entitled to receive, in
exchange therefor, a certificate or certificates representing the same
number of shares of capital stock of Symons Corporation; and
RESOLVED FURTHER, that the merger of this corporation into
Symons Corporation has been duly approved by the written consent of the
sole holder of all of the issued and outstanding shares of capital
stock of this corporation; and
RESOLVED FURTHER, that the officers of this corporation be,
and each of them hereby is, authorized, empowered and directed to
execute a
<PAGE>
Certificate of Ownership and Merger merging this corporation into
Symons Corporation, to cause said Certificate to be filed with the
Delaware Secretary of State, and to execute such other documents and
take such other actions as such officer or officers shall deem
necessary, appropriate or advisable in order to carry out the intent
and purposes of the foregoing resolutions.
IN WITNESS WHEREOF, ARCADIA INDUSTRIES, INC. has caused this
certificate to be signed by Merrill L. Nash, its President, and attested by
Kevin J. Combs, its Secretary, this 28th day of September, 1990.
ARCADIA INDUSTRIES, INC.
By:
----------------------------------
Merrill L. Nash,
President
ATTEST:
--------------------------------
Kevin J. Combs,
Secretary
2
