AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MAVERICK TUBE CORPORATION
The name under which the Corporation was incorporated originally was MAV Holding
Company. The original Certificate of Incorporation of MAV Holding Company was
filed with the Secretary of State of Delaware on May 26, 1987. This Amended and
Restated Certificate of Incorporation has been duly adopted in accordance with
Section 245 of the General Corporation Law of the State of Delaware.
FIRST: The name of the Corporation is:
MAVERICK TUBE CORPORATION
SECOND: The address of its registered office in the State of Delaware is
1209 Orange Street, in the City of Wilmington, County of New Castle. The name of
its registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or 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 the State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall have the
authority to issue is 25,000,000 shares of capital stock, consisting of
5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), and 20,000,000 shares of common stock, par value $.01 per share (the
"Common Stock").
The designations, powers, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions of the
Preferred Stock shall be established by resolution of the Board of Directors
pursuant to Section 151 of the General Corporation Law of the State of Delaware.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: 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
bylaws of the Corporation.
SEVENTH: Election of directors need not be by written ballot unless the bylaws
of the Corporation shall so provide.
EIGHTH: No action shall be taken by the stockholders except at an annual or
special meeting of stockholders and stockholders may not act by written consent.
NINTH: Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority, as provided in a resolution of the
Board of Directors or in the bylaws of the Corporation, include the power to
call such meetings. Special meetings of stockholders of the Corporation may not
be called by any other person or persons.
TENTH: No director of this Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the General Corporation Law of
the State of Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is hereafter amended to
authorize corporate action further limiting or eliminating the personal
liability of directors, then the liability of the director to the Corporation
shall be limited or eliminated to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended from time to time. Any
repeal or modification of this Article shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
ELEVENTH: The Corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of the State of Delaware, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto. Expenses
(including attorneys' fees) incurred by an officer or director of the
Corporation or any of its direct or indirect wholly-owned subsidiaries in
defending any civil, criminal, administrative or investigative action, suit or
proceeding shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized above. Such expenses (including attorneys' fees) incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any provision of law, the certificate of incorporation or bylaws or other
governing documents of any direct or indirect wholly-owned subsidiary of the
Corporation, or any agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding any of the positions or having any of the
relationships referred to in this Article.
TWELFTH: The number of directors shall be fixed from time to time by the bylaws
of the Corporation or an amendment thereof dully adopted by the Board of
Directors or by the stockholders acting in the manner now or hereafter
prescribed by statute.
Notwithstanding any of the foregoing provisions of this Article, each director
shall serve until his successor is elected and qualified or until his death,
retirement, resignation or removal. No director may be removed during his term
except for cause.
THIRTEENTH: The provisions set forth in this Article THIRTEENTH and in Articles
EIGHTH (dealing with action taken by stockholders), NINTH (dealing with the
calling of special meetings of stockholders), TENTH (dealing with liability of
directors) and ELEVENTH (dealing with indemnification) herein may not be
repealed or amended in any respect, and no Article imposing cumulative voting in
the election of directors may be added to this Amended and Restated Certificate
of Incorporation or to the bylaws of the Corporation or to any amendment hereof
or thereof, unless such action is approved by the affirmative vote of not less
than 75% of the total voting power of all shares of stock in the Corporation
entitled to vote in the election of directors, considered for purposes of this
Article THIRTEENTH as one class. The voting requirements contained in this
Article THIRTEENTH shall be in addition to the voting requirements imposed by
law, other provisions of this Amended and Restated Certificate of Incorporation
or any Certificate of Designation of Preferences in favor of certain classes or
series of classes of shares of the Corporation.
FOURTEENTH: The Corporation reserves the right to amend, alter, change or repeal
any provisions contained in this Amended and Restated 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. Notwithstanding the foregoing, the provisions set forth in Articles
EIGHTH, NINTH, TENTH, ELEVENTH, and THIRTEENTH may not be repealed or amended in
any respect unless such repeal or amendment is approved as specified in Article
THIRTEENTH herein.
<PAGE>
IN WITNESS WHEREOF, Maverick Tube Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed by Dan P. Boxdorfer, its
Vice President, and attested by Charles Struckoff, its Secretary, this 18th day
of March, 1991.
MAVERICK TUBE CORPORATION
By: /s/ Dan P. Boxdorfer
Dan P. Boxdorfer
Vice President
[SEAL]
ATTEST:
By: /s/ Charles Struckoff
Charles Struckoff, Secretary
)
) ss.
)
I, Ali Radtke, a Notary Public, do hereby certify that on this 18th day of
March, 1991, personally appeared before me Dan P. Boxdorfer, who being by me
first duly sworn, declared that he is the Vice President of Maverick Tube
Corporation, that he signed the foregoing document as Vice President of the
corporation, and that the statements therein contained are true.
/s/ Ali Radtke
Notary Public
My commission expires:
Ali Radtke, Notary Public
State of Missouri, St. Charles County
My Commision Expires March 21, 1994
<PAGE>
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
MAVERICK TUBE TEXAS WORKS, INC.
INTO
MAVERICK TUBE CORPORATION
(PURSUANT TO SECTION 253 OF THE
GENERAL CORPORATION LAW OF DELAWARE)
Maverick Tube Corporation (the "Company"), a corporation incorporated on the
26th day of May, 1987 pursuant to the provisions of the General Corporation Law
of the State of Delaware;
DOES HEREBY CERTIFY that the Company owns all of the outstanding shares of
capital stock of Maverick Tube Texas Works, Inc. ("Maverick Texas"), a
corporation incorporated on the 20th day of November, 1989, pursuant to the
provisions of the General Corporation Law of the State of Delaware, and that the
Company, by a resolution of its Board of Directors duly adopted by unanimous
written consent as of the 24th day of April, 1992, determined to merge into
itself Maverick Texas, which resolution is in the following words to wit:
NOW, THEREFORE, BE IT RESOLVED, that the Company merge into itself Maverick
Texas, and assume all of said subsidiary's liabilities and obligations;
RESOLVED FURTHER, that the President and the Secretary of the Company be and
they hereby are, authorized and directed to make, execute and acknowledge a
certificate of ownership and merger setting forth a copy of the resolution to
merge said Maverick Texas into the Company and to assume said subsidiary's
liabilities and obligations and the date of adoption thereof and to file the
same in the office of the Secretary of State of Delaware and a certified copy
thereof in the Office of the Recorder of Deeds of New Castle County.
<PAGE>
IN WITNESS WHEREOF, said Maverick Tube Corporation has caused its corporate sale
to be affixed and this certificate to be signed by Gregg M. Eisenberg, its
President, and attested by Charles O. Struckhoff, its Secretary, this 5th day of
May, 1992.
MAVERICK TUBE CORPORATION
By:/s/ Gregg M. Eisenberg
Gregg M. Eisenberg
President
[SEAL]
ATTEST:
By: /s/ Charles Struckoff
Secretary
STATE OF MISSOURI )
) ss.
COUNTY OF ST. LOUIS )
On this 5th day of May, 1992, before me Ali Radtke, a Notary Public in and for
said state, personally appeared Gregg M. Eisenberg, President of Maverick Tube
Corporation, a corporation of the State of Delaware, known to me to be the
person who executed the within instrument in behalf of said corporation and
acknowledged to me that he executed the same for the purposes therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal
in the County and State aforesaid, the day and year first above written.
/s/ Ali Radtke
Notary Public
My commission expires:
Ali Radtke, Notary Public
State of Missouri, St. Charles County
My Commission Expires March 21, 1994
<PAGE>
CERTIFICATE OF DESIGNATIONS OF RIGHTS,
PREFERENCES AND PRIVILEGES OF
SERIES I JUNIOR PARTICIPATING PREFERRED STOCK
of
MAVERICK TUBE CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
Maverick Tube Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware, in accordance with the
provisions of Section 103 thereof,
DOES HEREBY CERTIFY:
That, pursuant to authority conferred upon the Board of Directors of this
Corporation by the provisions of the Certificate of Incorporation, and pursuant
to the provisions of Section 151 of Title 8 of the Delaware Code of 1953, said
Board of Directors on July 24, 1998, adopted the following resolutions creating
a series of Preferred Stock, par value $0.01 per share each designated as
Series I Junior Participating Preferred Stock:
RESOLVED, that pursuant to the authority vested in the Board of Directors of the
Company in accordance with the provisions of its Certificate of Incorporation,
the Board of Directors does hereby provide for the issue of a series of
Preferred Stock of the Company and does hereby designate and fix and herein
state and express the relative rights, preferences and limitations of and
relating to such series of Preferred Stock shall be as follows:
Section 1. Designation and Amount. There shall be a series of the preferred
stock of the Company which shall be designated as the "Series I Junior
Participating Preferred Stock," par value $0.01 per share, and the number of
shares constituting such series shall be One Million (1,000,000). Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series I Junior
Participating Preferred Stock to a number less than that of the shares then
outstanding plus the number of shares issuable upon exercise of outstanding
rights, options or warrants or upon conversion of outstanding securities issued
by the Company.
Section 2. Dividends and Distributions.
(a) Subject to the rights of the holders of any shares of any series of
preferred stock of the Company ranking prior and superior to the Series I Junior
Participating Preferred Stock with respect to dividends, the holders of shares
of Series I Junior Participating Preferred Stock, in preference to the holders
of shares of $0.01 par value Common Stock of the Company (the "Common Stock")
and of any other junior stock, shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the first day of January, April,
July and October in each year (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series I Junior Participating Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (i) $1.00 or (ii) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date,
or, with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series I Junior Participating
Preferred Stock. In the event the Company shall at any time after July 24, 1998
(the "Rights Declaration Date") declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series I Junior Participating Preferred
Stock were entitled immediately prior to such event under clause (ii) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(b) The Company shall declare a dividend or distribution on the Series I Junior
Participating Preferred Stock as provided in paragraph (a) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the
Series I Junior Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(c) Dividends shall begin to accrue and be cumulative on outstanding shares of
Series I Junior Participating Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series I Junior Participating Preferred
Stock entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall begin to
accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. In the event that there are not
sufficient assets available to permit payment in full of the dividends or other
distributions on the accrued and payable outstanding shares of Series I Junior
Participating Preferred Stock provided for under Section 2(a), above, and
dividends or other distributions payable on all other series of Preferred Stock,
if any, which rank on a parity with the Series I Junior Participating Preferred
Stock with respect to such payment, then such assets should be distributed
ratably among the holders of outstanding shares of Series I Junior Participating
Preferred Stock and such parity shares, in accordance with the sums that would
be payable to all such holders if all dividends and distributions payable
thereto were declared and paid in full. The Board of Directors may fix a record
date for the determination of holders of shares of Series I Junior Participating
Preferred Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be not more than 30 days prior to the
date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series I Junior Partici-
pating Preferred Stock, shall have the following voting rights:
(a) Subject to the provision for adjustment hereinafter set forth, each share of
Series I Junior Participating Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the shareholders of the
Company. In the event the Company shall at any time on or after the July 24,
1998 (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the number
of votes per share to which holders of shares of Series I Junior Participating
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(b) Except as otherwise provided herein or by law, the holders of shares of
Series I Junior Participating Preferred Stock, and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote
of shareholders of the Company.
(c) Except as set forth herein, holders of Series I Junior Participating
Preferred Stock shall have no special voting rights and their consent shall not
be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(a) Whenever dividends or distributions payable on the Series I Junior
Participating Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Series I Junior Participating Preferred Stock
outstanding shall have been paid in full, the Company shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or
purchase or otherwise acquire for consideration any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series I Junior Participating Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on any shares
of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series I Junior Participating. Preferred
Stock, except dividends paid ratably on the Series I Junior Participating
Preferred Stock and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;
(iii) except as permitted in Section 4(a)(iv) below, redeem or purchase or
otherwise acquire for consideration shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series I Junior Participating Preferred Stock, provided that the Company may at
any time redeem, purchase or otherwise acquire shares of any such parity stock
in exchange for shares of any stock of the Company ranking junior (either as to
dividends or upon dissolution, liquidation or winding up) to the Series I Junior
Participating Preferred Stock; and
(iv) purchase or otherwise acquire for consideration any shares of Series I
Junior Participating Preferred Stock, or any shares of Stock ranking on a parity
with the Series I Junior Participating Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes.
(b) The Company shall not permit any subsidiary of the Company to purchase or
otherwise acquire for consideration any shares of stock of the Company unless
the Company could, under paragraph (a) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series I Junior Participating
Preferred Stock purchased or otherwise acquired by the Company in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. The Company shall cause all such shares upon their cancellation to be
authorized but unissued shares of Preferred Stock which may be reissued as part
of a new series of Preferred Stock, subject to the conditions and restrictions
on issuance set forth herein.
Section 6. Liquidation, Dissolution or Winding-Up.
(a) Upon any liquidation (voluntary or otherwise), dissolution or winding up of
the Company, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series I Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series I Junior Participating Preferred Stock
shall have received One Hundred Dollars ($100) per share, plus an amount equal
to accrued and unpaid dividends and distributions on such shares, whether or not
declared, to the date of such payment (the "Series I Liquidation Preference").
Following the payment of the full amount of the Series I Liquidation Preference,
no additional distributions shall be made to the holders of shares of Series I
Junior Participating Preferred Stock, unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series I
Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in
subparagraph (c) below to reflect such events as stock dividends, and
subdivisions, combinations and consolidations with respect to the Common Stock)
(such number in clause (ii) being referred to as the "Adjustment Number").
Following the payment of the full amount of the Series I Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series I
Junior Participating Preferred Stock and Common Stock, respectively, holders of
Series I Junior Participating Preferred Stock and holders of shares of Common
Stock shall receive their ratable and proportionate share of the remaining
assets to be distributed in the ratio of the Adjustment Number to 1 with respect
to such Series I Junior Participating Preferred Stock and Common Stock, on a per
share basis, respectively.
(b) In the event there are not sufficient assets available to permit payment in
full of the Series I Liquidation Preference and the liquidation preferences of
all other series of preferred stock, if any, which rank on a parity with the
Series I Junior Participating Preferred Stock, then such remaining assets shall
be distributed ratably to the holders of such parity shares in proportion to
their respective liquidation preferences if paid in full. In the event there are
not sufficient assets available to permit payment in full of the Common
Adjustment, then such remaining assets shall be distributed ratably to the
holders of Common Stock.
(c) In the event the Company shall at any time after the Rights Declaration Date
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the Adjustment Number in effect immediately
prior to such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that arc outstanding immediately prior to such
event.
Section 7. Consolidation, Merger, etc.. In case the Company shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case the shares of Series I Junior
Participating Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is exchanged or changed.
In the event the Company shall at any time after the Rights Declaration Date
declare or pay any dividend on Common Stock payable in shares of Common Stock,
or effect a subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series I Junior
Participating Preferred Stock shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that are outstanding immediately prior to such
event.
Section 8. Redemption. The shares of Series I Junior Participating Preferred
Stock shall not be redeemable.
Section 9. Ranking. The Series I Junior Participating Preferred Stock shall rank
junior to all other series of the Company's preferred stock as to the payment of
dividends, the distribution of assets and, to the extent the Series I Junior
Participating Preferred Stock and any such other series may have voting rights,
in voting rights, unless the term of any such series shall provide otherwise.
Section 10. Fractional Shares. Series I Junior Participating Preferred Stock may
be issued in fractions of a share which shall entitle the holder, in proportion
to such holder's fractional shares, to receive dividends, participate in
distributions and to have the benefit of all other rights of holders of Series I
Junior Participating Preferred Stock.
IN WITNESS WHEREOF, Maverick Tube Corporation has caused this Certificate to be
executed by its President and Chief Executive Officer this 30th day of July,
1998.
MAVERICK TUBE CORPORATION
By:/s/ Gregg M. Eisenberg
Gregg M. Eisenberg
President and Chief Executive Officer
<PAGE>
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
First: That at a meeting of the Board of Directors of Maverick Tube Corporation,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable and recommending that the amendment be proposed to the stockholders
for approval at the Annual Meeting. The resolution setting forth the proposed
amendment is as follows:
RESOLVED, that the Board hereby approves, adopts and declares advisable a
proposal to amend Article Fourth of the Certificate of Incorporation (the
"Amendment Proposal") to increase the authorized number of shares of Common
Stock from twenty million to forty million, such Article Fourth, as amended, to
read in its entirety as follows:
"FOURTH. The total number of shares of stock which the Corporation shall have
the authority to issue is 45,000,000 shares of Capital Stock, consisting of
5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), and 40,000,000 shares of Common Stock, par value $.01 per share (the
"Common Stock")."
Second: That thereafter, pursuant to resolution of its Board of Directors, the
amendment was proposed to the stockholders at a meeting of the stockholders of
said corporation duly called and held, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendment.
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 and of said
corporation's certificate of incorporation and by-laws.
Fourth: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
In Witness Whereof, said Maverick Tube Corporation has caused this certificate
to be signed by Pamela G. Boone, an Authorized Officer, this 1 st day of
September, 1998.
By: /s/ Pamela G. Boone
Pamela G. Boone
<PAGE>
CERTIFICATE OF DESIGNATION
of
SERIES II SPECIAL VOTING STOCK
of
MAVERICK TUBE CORPORATION
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Maverick Tube Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that the following resolutions were adopted by the Board of Directors
of the Corporation pursuant to Section 151 of the Delaware General Corporation
Law:
RESOLVED, that pursuant to the authority granted to and vested in the Board of
Directors of this Corporation (the "Board of Directors" or the "Board") in
accordance with the provisions of its Amended and Restated Certificate of
Incorporation, as amended, the Board of Directors hereby creates a series of the
Corporation's previously authorized Preferred Stock, $.01 par value (the
"Preferred Stock"), and hereby states the designation and number of shares, and
fixes the relative rights, preferences, privileges, powers and restrictions
thereof as follows:
1. Designation and Amount. The designation of this series, which consists of 1
share of Preferred Stock, is "Series II Special Voting Stock" (the "Special
Voting Stock").
2. Dividends and Distributions. The holder of Special Voting Stock shall be
entitled to receive such dividends and distributions in equal amounts per share,
payable in cash or otherwise, as may be declared on one share of the
Corporation's common stock (the "Common Stock") by the Board of Directors from
time to time out of assets or funds of the Corporation legally available
thereafter to the holder of record as it appears on the stock books on such
record dates as are fixed by the Board of Directors, but only when, as and if
declared by the Board of Directors out of funds at the time legally available
for the payment of dividends. Such dividends shall not be cumulative.
3. Voting Rights.
3.1 The share of Special Voting Stock shall entitle the holder thereof to an
aggregate number of votes equal to the number of exchangeable shares (the
"Exchangeable Shares") of Maverick Tube (Canada) Ltd., an Alberta corporation
("Maverick Canada"), outstanding from time to time which are not owned by the
Corporation or any of its direct or indirect subsidiaries. The holder of the
Special Voting Stock shall be entitled to notice of any stockholder's meeting in
accordance with the bylaws of the Corporation.
3.2 Except as otherwise provided herein or by law, the holder of the Special
Voting Stock and the holders of Common Stock shall vote together as a single
class on all matters submitted to a vote of stockholders of the Corporation.
3.3 Except as set forth herein, the holder of the Special Voting Stock shall
have no special voting rights, and its consent shall not be required (except to
the extent it is entitled to vote with holders of Common Stock as set forth
herein) for the taking of any corporate action.
4. Reacquired shares. If the Special Voting Stock should be purchased or
otherwise acquired by the Corporation in any manner whatsoever, then the Special
Voting Stock shall be retired and cancelled promptly after the acquisition
thereof. Such share shall upon its cancellation, and upon the taking of any
action required by applicable law, become an authorized but unissued and
undesignated preferred share and may be reissued as part of a new series of
preferred shares to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth in
the Certificate of Incorporation.
5. Liquidation Preference. In the event of a liquidation, dissolution or winding
up of the Corporation ("Liquidation"), whether voluntary or involuntary, the
holder of Special Voting Stock shall be entitled to receive out of the assets of
the Corporation, whether such assets are capital or surplus of any nature, an
amount equal to the sum of (i) the dividends declared, but not paid thereon to
the date of the final distribution to such holder, and (ii) $100 per share, and
no more, before any payment shall be made or any amounts distributed to the
holders of shares of Common Stock or any other class or series of the
Corporation's capital stock ranking junior as to liquidation rights to the
Special Voting Stock (the "Junior Liquidation Stock"). The entire assets of the
Corporation available for distribution, after the liquidation preferences of any
class, or series of capital stock ranking prior to the Special Voting Stock as
to liquidation rights (the "Senior Liquidation Stock") are fully met, shall be
distributed ratably among the holders of shares of any class or series of the
capital stock of the Corporation hereafter issued having parity as to
liquidation rights with the Special Voting Stock in proportion to the respective
accrued and unpaid dividends and preferential amounts to which each is entitled
(but only to the extent of such accrued and unpaid dividends and preferential
amounts) when such assets are not sufficient to pay in full the aggregate
amounts payable thereon. Neither a consolidation nor merger of the Corporation
with another corporation nor a sale or transfer of all or part of the
Corporation's assets for cash, securities or other property will be considered a
liquidation, dissolution or winding up of the Corporation.
6. No Conversion. The Special Voting Stock shall not be convertible into or
exchangeable for any other class or series of capital stock, or any other
securities, of the Corporation or any other corporation.
7. Redemption. The Special Voting Stock shall not be subject to redemption by
the Corporation until such time as there are no Exchangeable Shares outstanding
which are not owned by the Corporation or any of its direct or indirect
subsidiaries, and thereafter may be redeemed at any time by the Corporation, out
of funds legally available for a stock redemption, for cash, at a price per
share equal to the sum of $1.00 plus any declared and unpaid dividends, upon
giving 30 days' written notice to the holder of record of the Special Voting
Stock at the address of such holder set forth in the stock books of the
Corporation. No sinking fund shall be provided for the purchase or redemption of
Special Voting Stock.
8. Cancellation. At such time as (1) the Special Voting Stock entitles its
holder to a number of votes equal to zero because there are no Exchangeable
Shares of Maverick Canada outstanding which are not owned by the Corporation or
any of its direct or indirect subsidiaries, and (2) there is no share of stock,
warrant, option or other agreement, obligation or commitment of Maverick Canada
which by its terms could require Maverick Canada to issue any Exchangeable Share
to any person other than the Corporation or any of its direct or indirect
subsidiaries, then the Special Voting Stock shall thereupon be retired and
cancelled promptly thereafter. Such share shall upon its cancellation, and upon
the taking of any action required by applicable law, become an authorized but
unissued and undesignated preferred share and may be reissued as part of a new
series of preferred shares to be created by resolution or resolutions of the
Board of Directors, subject to the conditions and restrictions on issuance set
forth in the Certificate of Incorporation.
9. Rank. The Special Voting Stock shall rank pari passu with the Common Stock as
to payment of dividends, and prior to the Common Stock and the Corporation's
Series I Preferred Stock as to distribution of assets upon Liquidation to the
extent provided in Section 5 hereof.
IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the
Corporation by the undersigned this 21st day of September, 2000.
MAVERICK TUBE CORPORATION
By: /s/ Barry R. Pearl
Name: Barry R. Pearl
Title: Chief Financial Officer and
Corporate Secretary
<PAGE>
CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
MAVERICK TUBE CORPORATION
Filed in the Office of the Secretary of State
of Delaware on September 2, 1998
Maverick Tube Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
1. The name of the corporation is Maverick Tube Corporation.
2. A Certificate of Amendment of Certificate of Incorporation (the
"Certificate") was filed by the Secretary of State of Delaware on September
2, 1998 and that said Certificate requires correction as permitted by
Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of said Certificate to be corrected is as follows:
References to "Article Fourth" in the RESOLVED paragraph of section First
of the Certificate should have been references to "the first paragraph of
Article Fourth".
4. The RESOLVED paragraph of the Certificate is corrected to read as follows:
"RESOLVED, that the Board hereby approves, adopts and declares advisable a
proposal to amend the first paragraph of Article Fourth of the Certificate
of Incorporation (the "Amendment Proposal") to increase the authorized
number of shares of Common Stock from twenty million to forty million, such
first paragraph of Article Fourth, as amended, to read in its entirety as
follows:"
IN WITNESS WHEREOF, said Maverick Tube Corporation has caused this Certificate
of Correction to be signed by Barry R. Pearl, its Vice President of Finance and
Chief Financial Officer, this 25th day of September, 2000.
/s/ Barry R. Pearl
By: Barry R. Pearl
Title: Vice President of Finance
and Chief Financial Officer
<PAGE>
STATE of DELAWARE
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION
First: That at a meeting of the Board of Directors of Maverick Tube Corporation,
resolutions were duly adopted setting forth a proposed amendment of the Amended
and Restated Certificate of Incorporation, as amended, of said corporation,
declaring said amendment to be advisable and recommending that the amendment be
proposed to the stockholders for approval at a special meeting of the
stockholders. The resolution setting forth the proposed amendment is as follows:
RESOLVED, FURTHER, that the Board hereby approves, adopts and declares advisable
a proposal to amend Article Fourth of the Amended and Restated Certificate of
Incorporation, as amended (the "Charter Amendment Stockholder Proposal"), to
increase the authorized number of shares of Common Stock from forty million to
eighty million, such Article Fourth, as amended, to read in its entirety as
follows:
"FOURTH. The total number of shares of stock which the Corporation shall have
the authority to issue is 85,000,000 shares of Capital Stock, consisting of
5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock"), and 80,000,000 shares of Common Stock, par value $.01 per share (the
"Common Stock").
The designations, powers, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions of the
Preferred Stock shall be established by resolution of the Board of Directors
pursuant to Section 151 of the General Corporation Law of the State of
Delaware."
RESOLVED, FURTHER, that the Required Stockholder Proposal and the Charter
Amendment Stockholder Proposal (collectively, the "Stockholders' Proposals") be
presented to the stockholders of the Company at a special meeting to be called
for the purpose of stockholder action to be taken thereon; and
RESOLVED, FURTHER, that the Board recommend to the stockholders of the Company
that such stockholders adopt, approve and vote in favor of each of the
Stockholder Proposals; provided, however, that if the Required Stockholders
Proposal is not approved by the stockholders, then the Charter Amendment
Stockholder Proposal shall not be implemented.
Second: That thereafter, pursuant to resolution of its Board of Directors, the
amendment was proposed to the stockholders at a meeting of the stockholders of
said corporation duly called and held, upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware at which
meeting the necessary number of shares as required by statute were voted in
favor of the amendment.
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 and of said
corporation's certificate of incorporation and by-laws.
Fourth: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
In Witness Whereof, said Maverick Tube Corporation has caused this certificate
to be signed by Barry R. Pearl, an Authorized Officer, this 26th day of
September, 2000.
By:/s/ Barry R. Pearl
Barry R. Pearl
