<PAGE>
________________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- ----------------------------------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
- ----------------------------------------------------------
HOLNAM INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
- ----------------------------------------------------------
436429 10 4
(CUSIP NUMBER)
- ----------------------------------------------------------
JOSEPH W. SCHMIDT, ESQ.
WHITMAN BREED ABBOTT & MORGAN
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 351-3000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
- ----------------------------------------------------------
JANUARY 7, 1994
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
- ----------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange
Act of 1934 ('Act') or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 19 Pages
Exhibit Index on Page 10
________________________________________________________________________________
<PAGE>
SCHEDULE 13D
CUSIP No. 0436429 10 4 Page 2 of 19 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Thomas Schmidheiny
2 Check The Appropriate Box If A Member Of A Group* (a) [x]
(b) [ ]
3 SEC Use Only
4 Source Of Funds*
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ]
6 Citizenship Or Place Of Organization
Switzerland
</TABLE>
<TABLE>
<S> <C>
Number of 7 Sole Voting Power
Shares 128,491,701
Beneficially 8 Shared Voting Power
Owned by 0
Each 9 Sole Dispositive Power
Reporting 128,491,701
Person 10 Shared Dispositive Power
with 0
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
128,491,701
12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in row (11)
94.9%
14 Type of Reporting Person*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 436429 10 4 Page 3 of 19 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
'Holderbank' Financiere Glaris, Ltd.
2 Check The Appropriate Box If A Member Of A Group* (a) [x]
(b) [ ]
3 SEC Use Only
4 Source Of Funds*
BK, AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ]
6 Citizenship Or Place Of Organization
Switzerland
</TABLE>
<TABLE>
<S> <C>
Number of 7 Sole Voting Power
Shares 128,491,701
Beneficially 8 Shared Voting Power
Owned by 0
Each 9 Sole Dispositive Power
Reporting 128,491,701
Person 10 Shared Dispositive Power
with 0
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
128,491,701
12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in row (11)
94.9%
14 Type of Reporting Person*
HC, CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 436429 10 4 Page 4 of 19 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Holdernam Inc.
2 Check The Appropriate Box If A Member Of A Group* (a) [x]
(b) [ ]
3 SEC Use Only
4 Source Of Funds*
AF
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ]
6 Citizenship Or Place Of Organization
Delaware
</TABLE>
<TABLE>
<S> <C>
Number of 7 Sole Voting Power
Shares 128,491,701
Beneficially 8 Shared Voting Power
Owned by 0
Each 9 Sole Dispositive Power
Reporting 128,491,701
Person 10 Shared Dispositive Power
with 0
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
128,491,701
12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in row (11)
94.9%
14 Type of Reporting Person*
HC, CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 436429 10 4 Page 5 of 19 Pages
<TABLE>
<CAPTION>
<S> <C> <C>
1 Name Of Reporting Person
S.S. Or I.R.S. Identification No. Of Above Person
Holcem Inc.
2 Check The Appropriate Box If A Member Of A Group* (a) [x]
(b) [ ]
3 SEC Use Only
4 Source Of Funds*
5 Check Box If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) [ ]
6 Citizenship Or Place Of Organization
Delaware
</TABLE>
<TABLE>
<S> <C>
Number of 7 Sole Voting Power
Shares 128,491,701
Beneficially 8 Shared Voting Power
Owned by 0
Each 9 Sole Dispositive Power
Reporting 128,491,701
Person 10 Shared Dispositive Power
wth 0
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C>
11 Aggregate Amount Beneficially Owned By Each Reporting Person
128,491,701
12 Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13 Percent of Class Represented by Amount in row (11)
94.9%
14 Type of Reporting Person*
HC, CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, par value $.01 per share (the
'Company Common Stock'), of Holnam Inc. (the 'Company'), the principal executive
offices of which are located at 6211 North Ann Arbor Road, Dundee, Michigan
48131.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Thomas Schmidheiny ('Schmidheiny'), 'Holderbank'
Financiere Glaris Ltd., a Swiss corporation ('Holderbank'), Holdernam Inc., a
Delaware corporation ('Holdernam'), and Holcem Inc., a Delaware corporation
('Holcem'). Through various Swiss entities, legally or beneficially, directly or
indirectly, Schmidheiny holds approximately 48% of Holderbank's voting stock.
Schmidheiny's address is Zuercherstrasse 170, CH-8645 Jona, Switzerland.
Holderbank's principal offices are located at Insel 14, CH-8750 Glaris,
Switzerland. Holdernam is a wholly-owned subsidiary of Holderbank with its
principal offices at 6211 North Ann Arbor Road, Dundee, Michigan 48131
(telephone: (313) 529-2411). Holcem is a wholly-owned subsidiary of Holdernam
with its principal offices located at 6211 North Ann Arbor Road, Dundee,
Michigan 48131.
Holderbank, through its subsidiaries and affiliates, ranks as one of the
largest cement manufacturers and suppliers in the world with a presence in 30
countries.
Neither Schmidheiny, Holderbank, Holdernam nor Holcem has during the last
five years been convicted in a criminal proceeding or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, U.S. federal or state securities
laws or finding any violation with respect to such laws.
Listed on the attached Annex A are the only directors and executive
officers of Holderbank, Holdernam and Holcem, together with their positions at
Holderbank, Holdernam and Holcem, their residences and -- where
appropriate -- business addresses and their citizenship.
Page 6 of 19 Pages
<PAGE>
None of these directors and executive officers has been convicted in a
criminal proceeding in the past five years (not including traffic violations and
similar minor matters) and none has been the subject of proceedings under U.S.
federal or state securities laws which resulted in the issuance of a judgment,
order or decree. Except for Peter Byland and Anton E. Schrafl, who are directors
of the Company and who each owns 250 shares of Company Common Stock, none of
these directors and executive officers has any interest in the Company's
securities or other involvement with the Company except through his positions
with Holderbank, Holdernam or Holcem.
Holderbank has presently issued and outstanding 14,100,000 shares of voting
stock. Of these, 10,100,000 are registered shares and 4,000,000 non-registered
or bearer shares. Each registered and bearer share is entitled to one vote on
matters submitted to a vote of stockholders. At December 31, 1993, Schmidheiny
held through various Swiss entities, legally or beneficially, directly or
indirectly, an aggregate of approximately 6,768,000 registered and
non-registered or bearer shares constituting approximately 48% of Holderbank's
voting stock. Holders of bearer shares are not generally known by Holderbank.
However, holders of registered shares can be identified. Based on the share
register, in addition to Schmidheiny, Swiss entities controlled by Societe
Suisse de Ciment Portland S.A., a publicly-held Swiss corporation ('SSCP'), are
the sole holders of registered shares corresponding to more than five percent of
the voting stock of Holderbank. Through various entities, legally or
beneficially, directly or indirectly, SSCP holds approximately 9% of
Holderbank's voting stock. Schmidheiny is also a director of SSCP. SSCP's
address is 23, Faubourg de l'hopital, 2000 Neuchatel, Switzerland.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Holderbank will provide the necessary funds to pay the minority
stockholders (the 'Public Stockholders') of the Company (other than those who
perfect their dissenters' appraisal rights) for the shares of Company Common
Stock held by them from borrowings under existing lines of credit which are more
than sufficient for this purpose. Holderbank will make these funds available to
Holdernam as a contribution to the capital of Holdernam.
Page 7 of 19 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The Board of Directors of Holcem, as the holder of more than 90% of the
Company Common Stock and all the preferred stock of the Company, together with
Holdernam as the sole stockholder of Holcem, approved on January 7, 1994 the
merger (the 'Merger') of Holcem with and into the Company pursuant to Section
253 of the General Corporation Law of the State of Delaware (the 'DGCL') with
the result that the separate corporate existence of Holcem will cease, Holdernam
will become the owner of 100% of the outstanding equity of the Company and each
outstanding share of Company Common Stock (other than any shares owned by Holcem
or held by stockholders who perfect their dissenters' appraisal rights) will be
converted into the right to receive $7.65 in cash from Holdernam.
Holderbank seeks to merge out the Public Stockholders for the following
reasons: (i) the Merger will secure for Holderbank the freedom to manage the
business of the Company without the inherent complexities of operating a U.S.
public company; (ii) the Merger will avoid the significant costs of maintaining
a publicly-traded U.S. company, particularly with its potential for expensive
and timeconsuming litigation; (iii) the Merger will allow Holderbank to fully
control the cash flow of the Company so that, if and when opportune, it might
reinvest such funds in business opportunities elsewhere; and (iv) the Merger
will confirm Holderbank's industrial operating-company status in the European
and other financial markets.
Following the Merger, (i) the Company's restated certificate of
incorporation will be amended to change the authorized capital stock from
200,000,000 shares of Company Common Stock and 50,000,000 shares of preferred
stock to 2,000 shares of Company Common Stock, of which 1,000 shares will be
issued to Holdernam, and 2,000 shares of preferred stock, of which 1,034.71333
shares will be issued to Holdernam; (ii) the Company will terminate its
reporting obligations under the Securities Exchange Act of 1934, as amended; and
(iii) the Company will remove the Company Common Stock from listing on the New
York Stock Exchange, Inc.
Page 8 of 19 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Holcem currently owns 128,491,701 shares (the 'Shares') of Company
Common Stock, representing approximately 94.9% of the outstanding Company Common
Stock as of January 7, 1994. Because Holcem is a wholly-owned subsidiary of
Holdernam which is a wholly-owned subsidiary of Holderbank, Holdernam,
Holderbank and Schmidheiny may also be considered beneficial owners of the
Shares. As a result of the Merger, Holdernam will own 100% of the Company Common
Stock. Because Holdernam is a wholly-owned subsidiary of Holderbank, Holderbank
and Schmidheiny may also be considered beneficial owners of such shares of
Company Common Stock.
(b) Holcem has the power to vote and dispose of the Shares.
(c) In order to effectuate the Merger, on January 7, 1994, Holdernam
transferred the Company Common Stock and the preferred stock of the Company
owned by it to its newly-formed whollyowned subsidiary, Holcem, in exchange for
stock of Holcem. There have been no other transactions by Schmidheiny,
Holderbank, Holdernam or Holcem in the Company Common Stock during the past 60
days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds from the sale of the
Shares.
ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
Page 9 of 19 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<CAPTION>
PAGE NUMBER
-----------
<S> <C> <C>
A. Form of Certificate of Ownership and Merger of Holcem Inc. with Holnam Inc. 15
</TABLE>
Page 10 of 19 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HOLDERNAM INC., for itself and on
behalf of THOMAS SCHMIDHEINY and
'HOLDERBANK' FINANCIERE GLARIS LTD.
Date: January 10, 1994
By /S/ PETER BYLAND
...................................
NAME: PETER BYLAND
TITLE: PRESIDENT
HOLCEM INC.
Date: January 10, 1994
By /S/ PETER BYLAND
...................................
NAME: PETER BYLAND
TITLE: PRESIDENT
Page 11 of 19 Pages
<PAGE>
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND POSITION; PRINCIPAL OCCUPATION;
CITIZENSHIP BUSINESS ADDRESS OTHER POSITIONS DURING LAST 5 YEARS
- ----------------------------------------- -------------------------- ------------------------------------
<S> <C> <C>
HOLDERBANK
Thomas Schmidheiny ...................... Holderbank Director of St. Lawrence Cement
Chairman, Managing Director and CH-8645 Jona Company
Chairman of the Executive Committee Switzerland
(since 1978)
Swiss citizen
Dr. Anton E. Schrafl .................... Holderbank Director of Holnam since 1981.
Deputy Chairman (Director since 1969) Talstrasse 83 Director of St. Lawrence Cement
Swiss citizen CH-8001 Zurich Company (1945 Graham Boulevard,
Switzerland Mount Royal, Quebec), a public
Canadian manufacturer of cement
and subsidiary of Holnam, since
1971. Director of Ideal Basic
Industries, Inc. ('Ideal') (950
Seventeenth Street, Denver,
Colorado) from 1986 through March
1990, and Director of Dundee
Cement Company ('Dundee') (6211 N.
Ann Arbor Road, Dundee, Michigan)
(cement manufacturers) from 1971
through March 1990.
Dr. Max D. Amstutz ...................... Holderbank Director of Holdernam and Holnam
Managing Director (since 1969) and Vice CH-1298 Celigny, since 1989. Director of Ideal and
Chairman of the Executive Committee Switzerland Dundee from 1989 through March
Swiss citizen 1990.
Dr. Konrad Auer ......................... Director
Director (since 1969)
Swiss citizen
E. Fritz Hoffmann ....................... CH-8052 Zurich,
Director (since 1972) Switzerland
Swiss citizen
Dr. Erwin Machler ..................... Director Director and Chairman of Holnam,
Director (since 1972) Dundee, St. Lawrence Holdernam
Swiss citizen (respectively (1990) (1990)
(present; 1985) (1989; 1989).
Giorgio Montandon ....................... Director
Director (since 1970) Cementeria de Merone
Swiss citizen S.p.A.
20122 Milano, Italy
Prof. Angelo Pozzi ...................... Director
Director (since 1987) Motor-Columbus AG
Swiss citizen CH-5401 Baden
Switzerland
Dr. Jean-Claude Wenger .................. Lawyer
Director (since 1962)
Swiss citizen
Peter G. Wodtke ......................... Banker
Director (since 1987)
U.S. citizen
</TABLE>
(table continued on next page)
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NAME AND POSITION; PRINCIPAL OCCUPATION;
CITIZENSHIP BUSINESS ADDRESS OTHER POSITIONS DURING LAST 5 YEARS
- ----------------------------------------- -------------------------- ------------------------------------
<S> <C> <C>
Peter Byland ............................ Holderbank Director of 'Holderbank' Management
Member of the Executive Committee and Zurcherstr. 170 and Consulting Ltd., a subsidiary
Executive Vice President (since 1981) CH-8645 Jona, Switzerland of 'Holderbank'. Chairman of the
Swiss citizen Board and President of Holdernam
since 1989. Chairman of the Board
and Director of Holnam since 1989
and 1987, respectively. President
of Holnam from 1989 to January
1990. Chairman of the Board and
Director of St. Lawrence since
1989 and 1987, respectively.
Director of Ideal from 1986
through March 1990. Director of
Dundee from 1987 through March
1990.
Urs Bieri ............................... Holderbank
Member of the Executive Committee CH-8645 Jona, Switzerland
(since 1985)
Swiss citizen
Andreas Pestalozzi ...................... Holderbank
Member of the Executive Committee CH-8645 Jona, Switzerland
(since 1989)
Swiss citizen
Markus Akermann ......................... Holderbank
Member of the Executive Committee CH-8645 Jona, Switzerland
(since 1993)
Benoit H. Koch ..........................
Member of the Executive Committee
(since 1992)
HOLDERNAM
Mr. Byland .............................. Director
Director, Chairman of the Board and
President (since 1989)
Urs Bieri ...............................
Director
Dr. Amstutz .............................
Director
Claude Rosset ........................... Holderbank
Vice President CH-8645 Jona, Switzerland
Swiss citizen
Kent D. Jensen .......................... Holnam Inc.
Treasurer 6211 N. Ann Arbor Rd.
U.S. citizen Dundee, MI 48131
Pierre F. Haesler ....................... Holderbank
Secretary CH-8645 Jona
Swiss citizen Switzerland
HOLCEM
Mr. Byland ..............................
Director and President
Urs Bieri ...............................
Director
</TABLE>
(table continued on next page)
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NAME AND POSITION; PRINCIPAL OCCUPATION;
CITIZENSHIP BUSINESS ADDRESS OTHER POSITIONS DURING LAST 5 YEARS
- ----------------------------------------- -------------------------- ------------------------------------
<S> <C> <C>
Dr. Amstutz .............................
Director
Mr. Haesler .............................
Secretary
</TABLE>
<PAGE>
EXHIBIT A
FORM OF
CERTIFICATE OF OWNERSHIP AND MERGER
OF
HOLCEM INC.
(A DELAWARE CORPORATION)
INTO
HOLNAM INC.
(A DELAWARE CORPORATION)
(FILED PURSUANT TO SECTION 253 OF
THE GENERAL CORPORATION LAW OF
THE STATE OF DELAWARE)
The undersigned hereby certify that:
(1) Holnam Inc. ('Holnam') was incorporated on the 8th day of May, 1981
under the name HOFI North America Inc. pursuant to the General Corporation Law
of the State of Delaware.
(2) Holcem Inc., a corporation incorporated on the 23rd day of December,
1993 pursuant to the General Corporation Law of the State of Delaware
('Holcem'), owns more than 90% of the issued and outstanding shares of common
stock, par value $.01 per share, of Holnam and 100% of the issued and
outstanding shares of 7% Cumulative Convertible Preferred Stock, par value $.10
per share, of Holnam, which constitute all the outstanding classes of stock of
Holnam.
(3) The directors of Holcem, at a meeting duly called and held on January
7, 1994, unanimously adopted the following resolutions authorizing the merger of
Holcem with and into Holnam (the 'Merger') and the amendment of the Restated
Certificate of Incorporation, as amended, of Holnam:
MERGER OF HOLCEM WITH HOLNAM
RESOLVED, that, pursuant to Section 253 of the General Corporation Law of
the State of Delaware (the 'DGCL'), Holcem merge (the 'Merger') with and into
Holnam Inc., a Delaware corporation ('Holnam').
RESOLVED, that at the effective time of the Merger each outstanding share
of common stock of Holnam (other than any shares owned by Holcem and subject to
the rights of stockholders of Holnam who perfect their dissenters' appraisal
rights) be converted into the right to receive $7.65 in cash (the 'Cash
Consideration') upon the surrender of the certificates for such shares of common
stock of Holnam to the paying agent for Holdernam Inc.
RESOLVED, that this Board of Directors has reviewed and considered such
information from and related to Holnam and concerning the Merger as it deemed
relevant and appropriate, and a presentation by and the opinion of Merrill
Lynch, Pierce, Fenner & Smith, dated January 7, 1994 and addressed to Holcem and
certain affiliates of Holcem, concerning the fairness of the Cash Consideration
to be received by the stockholders of Holnam other than Holcem and, on the basis
of such review and consideration, this Board of Directors finds the Merger to be
fair to the stockholders of Holnam other than Holcem.
RESOLVED, that upon the surrender by Holdernam Inc., a Delaware corporation
and the owner of all the issued and outstanding capital stock of Holcem
('Holdernam'), of the certificates for the shares of common stock of Holcem to
the paying agent after the effective time of the Merger, Holnam shall deliver or
cause to be delivered to Holdernam certificates for (a) 1,000 shares of common
stock of Holnam in lieu of the 128,491,701 shares of common stock of Holnam held
by Holcem prior to the Merger, and (b) 1,034.71333 shares of 7% Cumulative
Convertible Preferred Stock of Holnam in lieu of the 620,828 shares of the 7%
Cumulative Convertible Preferred Stock of Holnam held by Holcem prior to the
Merger, which newly issued certificates shall represent all the issued and
outstanding equity securities of Holnam immediately after the Merger.
RESOLVED, that the stockholders of Holnam other than Holcem shall have
appraisal rights as set forth in Section 262 of the DGCL.
<PAGE>
RESOLVED, that the proper officers of Holcem are authorized to execute,
acknowledge, file and record a certificate of ownership and merger in accordance
with the requirements of Section 253 of the DGCL (the 'Certificate of Ownership
and Merger') and to cause the Merger to become effective, all without further
action by this Board of Directors.
RESOLVED, that at any time before the Certificate of Ownership and Merger
is filed with the Secretary of State of the State of Delaware, this Board of
Directors may amend these resolutions and abandon the Merger, all in the manner
and to the extent permitted by Sections 253(c) and 251(d) of the DGCL.
AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF HOLNAM
RESOLVED, that upon the effectiveness of the Merger, the restated
certificate of incorporation, as amended, of Holnam be amended as follows:
(a) The preamble of Article FOURTH shall be amended so that, as
amended, said preamble shall be and read as follows:
'FOURTH: The total number of shares of stock of all classes which
the corporation is authorized to issue is 4,000 shares, consisting of
2,000 shares of Common Stock, par value $.01 per share (the 'Common
Stock'), and 2,000 shares of Preferred Stock, par value $.10 per share
(the 'Preferred Stock'). The voting powers, designations, preferences,
relative rights, qualifications, limitations and restrictions of each
class shall be as follows:'
(b) The resolutions set forth in the Certificate of Designation of the
7% Cumulative Convertible Preferred Stock, par value $.10 per share (the
'Series A Preferred'), of Holnam dated as of June 2, 1993 shall be amended
as follows:
(i) The Series A Preferred shall consist initially of 1,000
shares instead of the 600,000 shares currently provided in the first
and tenth such resolutions and the 10,150 shares and 10,678 shares of
Series A Preferred Stock issued on August 15 and November 15, 1993,
respectively, as dividends shall instead aggregate 34.71333 shares;
(ii) The form of stock certificate annexed thereto as Exhibit A
shall be amended to the extent necessary to reflect the changes in
the Series A Preferred set forth herein;
(iii) The annual preferential cumulative dividend per share set
forth in the third such resolution shall be changed from $3.50 per
share to $2,100.00 per share effective as of the date hereof;
(iv) The preferential distribution provided in clause (x) of the
fifth such resolution shall be changed from $50 per share to $30,000
per share;
(v) The number of shares of Common Stock into which each share
of Series A Preferred may be converted shall be changed from 13.5
shares set forth in the sixth such resolution to 0.06 shares; and
(vi) The table of Redemption Prices set forth in the seventh
such resolution is replaced in its entirety by the following table:
<TABLE>
<CAPTION>
REDEMPTION
REDEMPTION DATE PRICE
- ----------------------------------------------------------------------------- ----------
<S> <C>
From May 15, 1997 to May 14, 1998............................................ $ 31,260
From May 15, 1998 to May 14, 1999............................................ $ 31,050
From May 15, 1999 to May 14, 2000............................................ $ 30,840
From May 15, 2000 to May 14, 2001............................................ $ 30,630
From May 15, 2001 to May 14, 2002............................................ $ 30,420
From May 15, 2002 to May 14, 2003............................................ $ 30,210
On or after May 15, 2003..................................................... $ 30,000
</TABLE>
(4) The Merger has been duly approved by the sole stockholder of Holcem at
a meeting duly called and held on January 7, 1994.
(5) The Restated Certificate of Incorporation, as amended, of Holnam,
further amended as provided in paragraph (3) above, shall be the certificate of
incorporation of the surviving corporation.
<PAGE>
(6) The Merger shall become effective as of the close of business on the
date on which this Certificate of Ownership and Merger is filed with the
Secretary of State of the State of Delaware, at which time Holcem shall merge
with and into Holnam, which, as the surviving corporation, shall continue its
corporate existence under the laws of the State of Delaware under its current
name, Holnam Inc.
<PAGE>
IN WITNESS WHEREOF, Holcem Inc. has caused this Certificate of Ownership
and Merger to be signed in its corporate name by its President and attested by
its Secretary, and each signatory acknowledges, under penalties of perjury, that
this instrument is the act and deed of Holcem Inc. and that the facts stated
herein are true as of the day of February, 1994.
HOLCEM INC.
By
...................................
NAME: PETER BYLAND
TITLE: PRESIDENT
ATTEST:
..................................
NAME: PIERRE F. HAESLER
TITLE: SECRETARY
