<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 7, 1995
-----------------
FUQUA ENTERPRISES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 1-5091 13-1988043
------------------------------- ------------------------ ------------------------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
</TABLE>
One Atlantic Center, Suite 5000
1201 W. Peachtree Street, N.W., Atlanta, Georgia 30309
------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: 404-815-2000
------------
Vista Resources, Inc.
------------------------------------------------------------
(Former name or former address if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On September 7, 1995, Vista Resources, Inc. ("Vista") issued a press
release announcing that effective September 8, 1995 its corporate name would be
changed to Fuqua Enterprises, Inc. The press release also stated that in
connection with the name change, the New York Stock Exchange trading symbol for
Vista's common stock would be changed to "FQE". The trading symbol change
became effective at the opening of trading on the New York Stock Exchange on
September 11, 1995. A copy of the press release is included as an exhibit to
this report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c. Exhibits.
3(i) Restated Certificate of Incorporation and amendments thereto,
including the Certificate of Ownership and Merger merging
Fuqua Enterprises, Inc. into Vista Resources, Inc. filed in
the State of Delaware on September 7, 1995.
99.1 Press Release dated September 7, 1995.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FUQUA ENTERPRISES, INC.
(Registrant)
s/s Brady W. Mullinax, Jr.
----------------------------------------------------------
Brady W. Mullinax, Jr., Vice President-Finance, Treasurer
and Chief Financial Officer (Principal Financial and
Accounting Officer and Executive Officer duly authorized
to sign on behalf of the registrant)
Date: September 11, 1995
3
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
<S> <C> <C>
3(i) Restated Certificate of Incorporation and amendments thereto, 6
including the Certificate of Ownership and Merger merging
Fuqua Enterprises, Inc. into Vista Resources, Inc. filed in the
State of Delaware on September 7, 1995.
99.1 Press Release dated September 7, 1995 41
</TABLE>
<PAGE> 1
EXHIBIT 3(i)
RESTATED CERTIFICATE OF INCORPORATION
OF
VISTA RESOURCES, INC.
----------------------------------------
PURSUANT TO SECTION 245 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
----------------------------------------
The undersigned, Carl J. Simon, Vice President, Finance and Raymond J.
Horowitz, Secretary of VISTA RESOURCES, INC. ("Corporation"), do hereby certify
as follows:
1. The name of the Corporation is VISTA RESOURCES, INC. The name
of the Corporation under which it was formed was THE SEAGRAVE DELAWARE
CORPORATION.
2. The Certificate of Incorporation of the Corporation was filed
by the Secretary of State of the State of Delaware on April 12, 1965.
3. The amendments to and the restatement of the Certificate of
Incorporation of the Corporation have been duly adopted in accordance with the
provisions of Sections 245 and 242 of the General Corporation Law of the State
of Delaware by the affirmative vote of the holders of a majority of the
outstanding stock entitled to vote at a meeting of stockholders.
1
<PAGE> 2
4. The text of the Certificate of Incorporation of the
Corporation, as heretofore amended, is hereby amended further and restated to
read in full as follows:
FIRST: The name of the corporation ("Corporation") is VISTA RESOURCES,
INC.
SECOND: The registered office of the Corporation is to be located at
229 South State Street, in the City of Dover, County of Kent and State of
Delaware. The name of its resident agent at that address is United States
Corporation Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: (a) The total number of shares of stock which the Corporation
shall have authority to issue is 4,000,000 shares, of which 1,000,000 shares
shall be Preference Stock without par value, and 3,000,000 shares shall be
Common Stock with a par value of $2.50 per share.
(b) The Preference Stock is to be issued in one or more
series, with each series to have such designations, preferences, and relative,
participating,
2
<PAGE> 3
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue of each series adopted by the Board of
Directors of the Corporation, subject to the limitations prescribed by law and
in accordance with the provisions hereof, the Board of Directors being hereby
expressly vested with authority to adopt any such resolution or resolutions.
The authority of the Board of Directors with respect to each series
shall include, but not be limited to, the determination or fixing of the
following:
(1) The number of shares to constitute the series and the
distinctive designation thereof;
(2) The amount or rate of dividend on the shares of the
series, whether dividends shall be cumulative and, if so, from what date or
dates;
(3) Whether the shares of the series shall be redeemable
and, if redeemable, the terms and provisions upon which the shares of the
series may be redeemed and the premium, if any, and any dividends accrued
thereon which the shares of the series shall be entitled to receive upon the
redemption thereof;
(4) Whether the shares of the series shall
3
<PAGE> 4
be subject to the operation of a retirement or sinking fund to be applied to
the purchase or redemption of the shares for retirement and, if such retirement
or sinking fund be established, the annual amount thereof and the terms and
provisions relative to the operation thereof;
(5) Whether the shares of the series shall be convertible
into shares of any class or classes, with or without par value, or of any other
series of the same class and, if convertible, the conversion price or prices or
the rate at which the conversion may be made and the method, if any, of
adjusting the same;
(6) The rights of the shares of the series in the event
of the voluntary or involuntary liquidation, dissolution, or winding up of the
Corporation;
(7) The restrictions, if any, on the payment of dividends
upon, and the making of distributions to, any class of stock ranking junior to
the shares of the series, and the restrictions, if any, on the purchase or
redemption of the shares of any such junior class;
(8) Whether the series shall have voting rights in
addition to the voting rights provided by law, and, if so, the terms of such
voting rights; and
(9) Any other relative rights, preferences, and
limitations of that series.
4
<PAGE> 5
The holders of all series of Preference Stock
shall be entitled to receive, when and as declared by the Board of Directors,
dividends fixed by the Board of Directors for the respective series, before any
dividends shall be paid or declared upon the Common Stock of the Corporation
with respect to the same dividend period. Whenever full cumulative dividends
on the outstanding shares of all series of Preference Stock entitled to
cumulative dividends for all previous quarterly dividend periods shall have
been paid, and the full installment for the then current quarterly dividend
period shall have been paid or declared and a sum sufficient for the payment
thereof set apart for payment, the Board of Directors may declare and pay
dividends upon the Common Stock out of any assets or funds of the Corporation
legally available for the declaration of dividends.
(c) The holders of the Common Stock shall be
entitled to one vote for each share of Common Stock held. Notwithstanding the
foregoing, if, at least 24 hours before any election of directors, any holder
of any series of Preference Stock which has rights to vote for directors of the
Corporation, or Common Stock requests in writing that the stockholders cumulate
their votes in such election, each holder of any series of Preference Stock
which has rights to vote for directors of the Corporation, and Common Stock
shall be entitled to as many votes in such election as shall
5
<PAGE> 6
equal (1) the number of votes that he otherwise would be entitled to cast
multiplied by (2) the number of directors to be elected. He may cast all of
those votes for single director or may distribute them among the number to be
voted for, or for any two or more of them as he may see fit.
(d) The amount of the authorized stock
of any class may be increased or decreased by the affirmative vote of the
holders of a majority of the total number of outstanding shares of any series
of Preference Stock entitled to vote, and of Common Stock, voting as a single
class.
FIFTH: The following provisions are
inserted for the management of the business and for the conduct of the affairs
of the Corporation and for further defining, limiting and regulating the powers
of the Corporation and its directors and stockholders:
(1) Nominations for election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of directors. A stockholder
entitled to vote in the election of directors may nominate one or more persons
for election as directors at a meeting of stockholders provided that written
notice of the stockholder's intent to make such nomination or nominations
6
<PAGE> 7
has been given either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation (i) with respect to an election to
be held at an annual meeting of stockholders, at least ninety days prior to the
anniversary date of the immediately preceding annual meeting, (ii) with respect
to an election to be held at a special meeting of stockholders called at the
request of a stockholder, at least ninety days prior to the date of the special
meeting, and (iii) with respect to an election to be held at a special meeting
of stockholders other than a special meeting called at the request of a
stockholder, prior to the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders. The notice
shall set forth: (a) the name and address of the stockholder who intends to
make the nomination and of the person or persons to be nominated; (b) a
statement that the stockholder is a holder of record of stock of the
Corporation entitled to vote at the meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would be required to be
7
<PAGE> 8
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (e) the consent of each nominee to
serve as a director of the Corporation if so elected. The election of the
directors of the Corporation need not be by written ballot.
(2) Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special
meeting of the stockholders and may not be effected by any consent in writing
by the stockholders.
(3) In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly authorized and empowered, without the assent or vote of the
stockholders, to make, alter, or repeal the By-laws of the Corporation.
(4) In the absence of actual fraud, no contract or other
transaction between the Corporation and any other corporation shall be
impeached, affected or invalidated by the fact that directors of the
Corporation are directors of such other corporation. In the absence of actual
fraud, no contract or other transaction between the Corporation and any other
corporation shall be impeached, affected or invalidated by the fact that such
other
8
<PAGE> 9
corporation may own substantially all, a majority, or part of the stock of the
Corporation, nor shall any contract or other transaction between the
Corporation and any other corporation, at least a majority of the stock of
which having voting power is owned or controlled by the Corporation, in any
case be void or voidable because of the fact that directors of the Corporation
are directors of such other corporation, nor shall any such director be deemed
interested in such contract or other transactions under any of the provisions
of subdivision (5) of this Article FIFTH, nor shall any such director be liable
to account because of such interest.
(5) Any director, individually, or any firm of which any
director is a partner, or any corporation of which any director may be an
officer, director, employee or holder of any amount of its capital stock may be
party to or may be interested in any contract or transaction of the Corporation
and, in the absence of actual fraud, no such contract or transaction shall be
thereby affected, impeached or invalidated.
No director shall be liable to account to the
Corporation for any profit realized by him from or through any such transaction
or contract of the Corporation by reason of his interest in such transaction or
contract, provided that such contract or transaction shall be approved
9
<PAGE> 10
or ratified by the affirmative vote of directors who are not so interested
constituting a majority of a quorum of directors present at a meeting of the
Board of Directors of the Corporation having authority in the premises.
Directors interested in any contracts or transactions of the
type described in the foregoing paragraph may be counted when present at
meetings of the Board of Directors or of any committee for the purpose of
determining the existence of a quorum to consider and vote upon any such
contract or transaction. Any director whose interest in any such contract or
transaction arises solely by reason of the fact that he is a stockholder,
officer or creditor of such other company (or solely by reason of the fact that
he is a director of such other company or partner in such firm where such
dealing, contract or arrangement is made by officers or employees of the
Corporation in the ordinary performance of their duties and without the actual
participation of such director) shall not be deemed interested in such contract
or other transaction under any of the provisions of this subdivision (5), nor
shall any such contract or transaction be void or voidable, nor shall any such
director be liable to account because of such interest.
(6) No contract or other transaction between the
Corporation and any other corporation or firm which
10
<PAGE> 11
provides for the purchase and sale of securities or other property or for any
other action for the Corporation upon terms not less favorable to the
Corporation than those offered to others, shall in any case be void or voidable
because of the fact that the directors of the Corporation are directors of such
other corporation or partners in such firm, nor shall any director be deemed
interested in such contract or other transaction under any of the provisions of
subdivision (5) of this Article FIFTH, nor shall any such directors be liable
to account because of such interest.
(7) Any contract or act that shall be approved or
ratified by the vote of the holders of outstanding stock constituting a majority
of the voting power given to all outstanding stock by this Certificate of
Incorporation which is represented in person or by proxy at any annual meeting
of stockholders or at any special meeting called for the purpose, among others,
of considering the approval or ratification of the acts of officers and
directors (provided that a lawful quorum of stockholders be there represented
in person or by proxy) shall be valid and binding upon the Corporation and upon
all its stockholders as though it had been approved or ratified by every
stockholder of the Corporation.
SIXTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any
11
<PAGE> 12
class of them and/or between this Corporation and its stockholders or any class
of them, any court of equitable jurisdiction within the State of Delaware may,
on the application in a summary way of this Corporation or of any creditor or
stockholder thereof, or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 291 of Title 8
of the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
this Corporation, as the case may be, to be summoned in such matter as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as a consequence
of such compromise or arrangement, the said compromise or arrangement, and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders, of this
Corporation, as the case may be, and also on this Corporation.
12
<PAGE> 13
SEVENTH: Any person made a party to any civil or criminal
action, suit or proceeding by reason of the fact that he, his testator or
intestate, is or was a director, officer or employee of the Corporation or any
corporation which he served as such at the request of the Corporation, shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees, and amounts paid in satisfaction of judgment or in settlement,
other than amounts paid to the Corporation by him, actually and necessarily
incurred by him or imposed in connection with or resulting from the defense of
such civil or criminal action, suit or proceeding, or in connection with any
appeal therein, except in a relation to matters as to which it shall be
adjudged in such civil or criminal action, suit or proceeding that such
officer, director or employee is liable for negligence or misconduct in the
performance of his duties. Neither a conviction in a criminal action, suit or
proceeding whether based upon a plea of guilty or nolo contendere or its
equivalent, or after trial, nor a settlement in any civil action, suit or
proceeding shall of itself be deemed an adjudication that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties to the Corporation. Any amount payable pursuant to this Article
SEVENTH may be determined and paid pursuant to procedure set forth from time to
time in the By-laws or by any of the following procedures: (a)
13
<PAGE> 14
order of the court having jurisdiction of any such civil or criminal action,
suit or proceeding, (b) resolution adopted by a majority of a quorum of the
Board of Directors of the Corporation without counting in such majority any
interested directors, (c) resolution adopted by the holders of record of a
majority of the outstanding shares of capital stock of the Corporation having
voting power, or (d) order of any court having jurisdiction over the
Corporation. Such right of indemnification shall not be exclusive of any other
right which such officers, directors and employees of the Corporation, and the
other persons above mentioned, may have or hereafter acquire and, without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any by-law, agreement, vote of
stockholders, provisions of law or otherwise, as well as their rights under
this Article SEVENTH. In connection with the foregoing, the Corporation may
advance the expenses of defending any action under circumstances where it
appears that it could reimburse the officer, director or his representative,
provided, however, that such person shall be required to reimburse the
Corporation for any expenses incurred on his behalf if he ultimately becomes
ineligible for indemnification.
EIGHTH: The provisions of Article FOURTH relating to the right of
stockholders to cumulate their
14
<PAGE> 15
votes may be amended or repealed only upon the vote of the holders of
three-fourths of the outstanding shares of each class of stock of the
Corporation.
IN WITNESS WHEREOF, we have signed this certificate this 27th day of
May, 1986.
/s/ Carl J. Simon
-----------------------------
Carl J. Simon
Vice President, Finance
ATTEST: /s/ Raymond J. Horowitz
-----------------------------
Raymond J. Horowitz
Secretary
15
<PAGE> 16
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
VISTA RESOURCES, INC.
---------------------------------------------
ADOPTED IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 242 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
---------------------------------------------
We, Carl J. Simon, Vice President, Finance, and Raymond J. Horowitz,
Secretary, of VISTA RESOURCES, INC. (the "Corporation"), do hereby certify as
follows:
FIRST, that the Restated Certificate of Incorporation of the
Corporation has been amended as follows:
By adding a new Article NINTH reading as follows:
"NINTH: No director shall be personally
liable to the Corporation or its stock-
holders for monetary damages for breach
of fiduciary duty as a director; provided,
however, that this provision shall not
eliminate or limit the liability of a
director (i) for any breach of the
director's duty of loyalty to the Corpo-
ration or its stockholders, (ii) for acts
or omissions not in good faith or which involve
intentional misconduct or a knowing violation
of law, (iii) under Section 174 (or any
successor section) of the General Corporation
Law of the State of Delaware or (iv) for any
transaction from which the director derived
1
<PAGE> 17
an improper personal benefit. This
Article NINTH shall not eliminate or
limit the liability of a director for
any act or omission occurring prior to
the date when this Article NINTH becomes
effective. Neither the amendment nor
repeal of this Article NINTH, nor the
adoption of any provision of this
Restated Certificate of Incorporation
inconsistent with this Article NINTH,
shall eliminate or reduce the effect of
this Article NINTH in respect of any
matter occurring, or any cause of
action, suit or claim that, but for this
Article NINTH, would accrue or arise,
prior to such amendment or repeal or
adoption of an inconsistent provision."
SECOND, that such amendment to the Corporation's Restated Certificate
of Incorporation was duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware by the affirmative
vote of the holders of a majority of the outstanding shares of Common Stock of
the Corporation entitled to vote thereon at a meeting of Stockholders.
IN WITNESS WHEREOF, Vista Resources, Inc. has caused this certificate
to be signed by Carl J. Simon, its Vice President, Finance, and attested to by
Raymond J. Horowitz, its Secretary, this 26th day of May, 1987.
VISTA RESOURCES, INC.
By: /s/ Carl J. Simon
-----------------------
Carl J. Simon
Vice President, Finance
ATTEST:
/s/ Raymond J. Horowitz
-----------------------------------
Raymond J. Horowitz, Secretary
2
<PAGE> 18
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
VISTA RESOURCES, INC.
------------------------------------------------------------
Adopted in accordance with the provisions
of Section 242 of the General Corporation Law
of the State of Delaware
------------------------------------------------------------
VISTA RESOURCES, 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 at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth proposed amendments of the Restated
Certificate of Incorporation of the Corporation, declaring said amendments to
be advisable and calling for their consideration by the stockholders of the
Corporation at the Annual Meeting of Stockholders.
SECOND: That the resolution setting forth the proposed amendment to Paragraph
FOURTH, subparagraph (a) of the Restated Certificate of Incorporation is as
follows:
RESOLVED, that Paragraph FOURTH, subparagraph (a) of the Certificate
of Incorporation of Vista Resources, Inc. be amended to read in its
entirety as follows:
"(a) The total number of shares of stock which the Corporation
shall have authority to issue is 28,000,000, of which
8,000,000 shares shall be Preference Stock, with a par value
of $1.00, and 20,000,000 shares shall be Common Stock with a
par value of $2.50."
<PAGE> 19
THIRD: That the resolution setting forth the proposed amendment to Paragraph
FOURTH, subparagraph (c) of the Restated Certificate of Incorporation is as
follows:
RESOLVED, that Paragraph FOURTH, subparagraph (c) of the Certificate
of Incorporation of Vista Resources, Inc. be amended to read in its
entirety as follows:
"(c) The holders of the Common Stock shall be entitled to one
vote for each share of Common Stock held."
FOURTH: That the resolution setting forth the proposed amendment to Paragraph
FIFTH, subparagraph (2) of the Restated Certificate of Incorporation is as
follows:
RESOLVED, that Paragraph FIFTH, subparagraph (2) of the Certificate of
Incorporation of Vista Resources, Inc. be amended by deleting
subparagraph (2) in its entirety and by substituting in lieu thereof
the following:
"RESERVED."
FIFTH: That thereafter, the Annual Meeting of Stockholders of the Corporation
was 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 and the Restated Certificate of
Incorporation of the Corporation were voted in favor of the amendments.
SIXTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Vista Resources, Inc. has caused this certificate to be
signed by Robert S. Prather, Jr., its President, and Kenneth Robert Draughon,
its Secretary, this 29th day of June, 1989.
VISTA RESOURCES, INC.
By: /s/ Robert S. Prather, Jr.
-------------------------------
Robert S. Prather, Jr.
President
ATTEST:
/s/ Kenneth Robert Draughon
------------------------------
Kenneth Robert Draughon
Secretary
<PAGE> 20
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SEAGRAVE TANNERY CORPORATION
INTO
VISTA RESOURCES, INC.
Vista Resources, Inc., a corporation organized and existing under and
the laws of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 12th day of
April, 1965, pursuant to the provisions of the General Corporation Law of the
State of Delaware.
SECOND: That this corporation owns all of the outstanding shares of
common stock of Seagrave Tannery Corporation, a corporation incorporated on the
3rd day of February, 1970, pursuant to the General Corporation Law of the State
of Delaware.
THIRD: That this corporation, by the following resolutions of its
Board of Directors, duly adopted by unanimous written consent of the Board of
Directors as of the 16th day of October, 1989, determined to and did merge into
itself said Seagrave Tannery Corporation.
RESOLVED, That Vista Resources, Inc. merge, and it hereby does merge
into itself Seagrave Tannery Corporation, and assumes all of its
obligations; and
FURTHER RESOLVED, That the merger shall be filed with the Secretary of
State of Delaware and become effective as of December 31, 1989; and be
it
FURTHER RESOLVED, That the proper officers of this corporation be, and
they hereby are directed to make and execute a Certificate of
Ownership and Merger setting forth a copy of the resolutions to merge
said Seagrave Tannery Corporation, and assume its liabilities and
obligations, and the date of adoption thereof, and to cause the same
to be filed with the Secretary of State and a certified copy recorded
in the office of the Recorder of Deeds of Kent County and to do all
acts and things whatsoever, whether within or without the State of
Delaware, which may be in anywise necessary or proper to effect said
merger.
<PAGE> 21
FOURTH: Anything herein or elsewhere to the contrary notwithstanding
this merger may be terminated and abandoned by the Board of Directors of Vista
Resources, Inc. at any time prior to the date of filing the merger with the
Secretary of State.
IN WITNESS WHEREOF, said Vista Resources, Inc. has caused this
certificate to be signed by Robert S. Prather, Jr., its President, and attested
by Kenneth Robert Draughon, its Secretary, this 16th day of October, 1989.
VISTA RESOURCES, INC.
By /s/ Robert S. Prather, Jr.
-------------------------------
Robert S. Prather, Jr.
President
ATTEST:
By /s/ Kenneth Robert Draughon
------------------------------
Kenneth Robert Draughon
Secretary
<PAGE> 22
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
SAUVAGE LEATHERS LIMITED
INTO
VISTA RESOURCES, INC.
Vista Resources, Inc., a corporation organized and existing under and
the laws of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 12th day of
April, 1965, pursuant to the provisions of the General Corporation Law of the
State of Delaware.
SECOND: That this corporation owns all of the outstanding shares of
common stock of Sauvage Leathers Limited, a corporation incorporated on the 6th
day of September, 1974, pursuant to the Business Corporation Law of the State
of New York.
THIRD: That this corporation, by the following resolutions of its
Board of Directors, duly adopted by unanimous written consent of the Board of
Directors, as of the 16th day of October, 1989, determined to and did merge
into itself said Sauvage Leathers Limited.
RESOLVED, That Vista Resources, Inc. merge, and it hereby does merge
into itself Sauvage Leathers Limited, and assumes all of its
obligations; and
FURTHER RESOLVED, That the merger shall be filed with the Secretary of
State of Delaware and become effective as of December 31, 1989; and be
it
FURTHER RESOLVED, That the proper officers of this corporation be, and
they hereby are directed to make and execute a Certificate of
Ownership and Merger setting forth a copy of the resolution to merge
said Sauvage Leathers Limited, and assume its liabilities and
obligations, and the date of adoption thereof, and to cause the same
to be filed with the Secretary of State and a certified copy recorded
in the office of the Recorder of Deeds of Kent County and to do all
acts and things whatsoever, whether within or without the State of
Delaware, which may be in anywise necessary or proper to effect said
merger.
<PAGE> 23
FOURTH: Anything herein or elsewhere to the contrary notwithstanding
this merger may be terminated and abandoned by the Board of Directors of Vista
Resources, Inc. at any time prior to the date of filing the merger with the
Secretary of State.
IN WITNESS WHEREOF, said Vista Resources, Inc. has caused this
certificate to be signed by Robert S. Prather, Jr., its President, and attested
by Kenneth Robert Draughon, its Secretary, this 16th day of October, 1989.
VISTA RESOURCES, INC.
By /s/ Robert S. Prather, Jr.
------------------------------------
Robert S. Prather, Jr.
President
ATTEST:
By /s/ Kenneth Robert Draughon
---------------------------------
Kenneth Robert Draughon
Secretary
<PAGE> 24
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
NORTHEASTERN TANNERY, INC.
INTO
VISTA RESOURCES, INC.
Vista Resources, Inc., a corporation organized and existing under the
laws of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 12th day of April,
1965, pursuant to the provision of the General Business Corporation Law of the
State of Delaware.
SECOND: That this corporation owns all the outstanding shares of common
stock of Northeastern Tannery, Inc., a corporation incorporated on the 11th day
of June, 1984, pursuant to the Maine Business Corporation Law.
THIRD: That this corporation, by the following resolutions of its Board of
Directors, duly adopted by unanimous written consent of the Board of Directors
as of the 1st day of August, 1991, determined to and did merge into itself said
Northeastern Tannery, Inc.:
RESOLVED, That Vista Resources, Inc. merge, and it hereby does merge
into itself Northeastern Tannery, Inc., and assumes all of its
obligations; and
FURTHER RESOLVED, That the merger shall be filed with the Secretary of
State of Delaware and become effective as of September 30, 1991; and
be it
FURTHER RESOLVED, That the proper officers of this corporation be, and
they hereby are, directed to make and execute the Certificate of
Ownership and Merger setting forth a copy of the resolutions to merge
said Northeastern Tannery, Inc. and assume its liabilities and
obligations, and the date of adoption thereof, and to cause the same
to be filed with the Secretary of State of Delaware and certified
copies recorded as appropriate and to do all acts and things
whatsoever, whether within or without the State of Delaware, which may
be in anywise necessary or proper to effect said merger.
<PAGE> 25
FOURTH: Anything herein or elsewhere to the contrary notwithstanding
this merger may be terminated and abandoned by the Board of Directors of
Northeastern Tannery, Inc. at any time prior to the date of filing the merger
with the Secretary of State.
IN WITNESS WHEREOF, said Vista Resources, Inc. has caused this
certificate to be signed by Samuel W. Norwood III, its President, and attested
by Mildred H. Hutcheson, its Assistant Secretary, this 1st day of August, 1991.
VISTA RESOURCES, INC.
By /s/ Samuel W. Norwood III
-------------------------
Samuel W. Norwood III
President
ATTEST:
By /s/ Mildred H. Hutcheson
------------------------
Mildred H. Hutcheson
Assistant Secretary
<PAGE> 26
STATE OF GEORGIA )
) ss:
COUNTY OF FULTON )
I, Pamela Elizabeth Muller, a Notary Public, do hereby certify that on
this 1st day of August, 1991, personally appeared before me Samuel W. Norwood
III and Mildred H. Hutcheson, who being by me first duly sworn, declare that
they are the President and Assistant Secretary of Vista Resources, Inc., and
that they executed the foregoing document as President and Assistant Secretary
of Vista Resources, Inc. and that the statements therein contained are true.
/s/ Pamela Elizabeth Muller
---------------------------
Pamela Elizabeth Muller
State at Large
My Commission Expires:
Notary Public, Fulton County, Georgia
My Commission Expires May 9, 1994
----------------------------------
(Seal)
<PAGE> 27
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND
REGISTERED OFFICE
* * * * *
Vista Resources, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
The present registered agent of the corporation is United States
Corporation Company, 32 Loockerman Square, Suite L-100, Dover, Delaware 19901
and the present registered office of the corporation is in the county of Kent.
The Board of Directors of Vista Resources, Inc. adopted the following
resolution on the 17th day of December, 1991.
Resolved, that the registered office of
in the state of Delaware be and it hereby is changed to Corporation
Trust Center, 1209 Orange Street, in the City of Wilmington, County of
New Castle, and the authorization of the present registered agent of
this corporation be and the same is hereby withdrawn, and THE
CORPORATION TRUST COMPANY, shall be and is hereby constituted and
appointed the registered agent of this corporation at the address of
its registered office.
IN WITNESS WHEREOF, Vista Resources, Inc. has caused this statement to
be signed by Kenneth Robert Draughon, its Vice President and attested
by Mildred H. Hutcheson, its Assistant Secretary this day of
, 19 .
By /s/ Kenneth Robert Draughon
---------------------------
Vice President
ATTEST:
By /s/ Mildred H. Hutcheson
------------------------
Assistant Secretary
<PAGE> 28
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
DUNKIRK SPORTSWEAR, INC.
INTO
VISTA RESOURCES, INC.
Vista Resources, Inc., a corporation organized and existing under the
laws of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 12th day of
April, 1965, pursuant to the provision of the General Business Corporation Law
of the State of Delaware.
SECOND: That this corporation owns all the outstanding shares of
common stock of Dunkirk Sportswear, Inc., a corporation incorporated on the
14th day of December, 1982, pursuant to the Massachusetts Business Corporation
Law.
THIRD: That this corporation, by the following resolutions of its
Board of Directors, duly adopted by unanimous written consent of the Board of
Directors as of the 17th day of January, 1992, determined to and did merge into
itself said Dunkirk Sportswear, Inc.:
RESOLVED, That Vista Resources, Inc. merge, and it hereby does merge
into itself Dunkirk Sportswear, Inc. and assumes all of its
obligations; and
FURTHER RESOLVED, That the merger shall be filed with the Secretary of
State of Delaware and become effective as of March 31, 1992; and be it
FURTHER RESOLVED, That the proper officers of this corporation be, and
they hereby are, directed to make and execute the Certificate of
Ownership and Merger setting forth a copy of the resolutions to merge
said Dunkirk Sportswear, Inc. and assume its liabilities and
obligations, and the date of adoption thereof, and to cause the same
to be filed with the Secretary of State of Delaware and certified
copies recorded as appropriate and to do all acts and things
whatsoever; whether within or without the State of Delaware, which may
be in anywise necessary or proper to effect said merger.
<PAGE> 29
FOURTH: Anything herein or elsewhere to the contrary notwithstanding
this merger may be terminated and abandoned by the Board of Directors of
Dunkirk Sportswear, Inc. at any time prior to the date of filing the merger
with the Secretary of State.
IN WITNESS WHEREOF, said Vista Resources, Inc. has caused this
certificate to be signed by Samuel W. Norwood III, its President, and attested
by Mildred H. Hutcheson, its Assistant Secretary, this 17th day of January,
1992.
VISTA RESOURCES, INC.
By /s/ Samuel W. Norwood III
-------------------------
Samuel W. Norwood III
President
ATTEST:
By /s/ Mildred H. Hutcheson
------------------------
Mildred H. Hutcheson
Assistant Secretary
<PAGE> 30
STATE OF GEORGIA )
) ss:
COUNTY OF FULTON )
I, Pamela Elizabeth Muller, a Notary Public, do hereby certify that on
this 17th day of January 17, 1992, personally appeared before me Samuel W.
Norwood III and Mildred H. Hutcheson, who being by me first duly sworn, declare
that they are the President and Assistant Secretary of Vista Resources, Inc.
and that they executed the foregoing document as President and Assistant
Secretary of Vista Resources, Inc. and that the statements therein contained
are true.
/s/ Pamela Elizabeth Muller
---------------------------
Pamela Elizabeth Muller
State at Large
My Commission Expires:
Notary Public, Fulton County, Georgia
My Commission Expires May 9, 1994
-------------------------------------
(Seal)
<PAGE> 31
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
FUQUA ENTERPRISES, INC.
INTO
VISTA RESOURCES, INC.
(Pursuant to Section 253 of the General Corporation Law of the State of
Delaware)
Vista Resources, 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 Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.
SECOND: That the Corporation owns all of the outstanding shares of
capital stock of Fuqua Enterprises, Inc., a Delaware corporation.
THIRD: That the Corporation, by the following resolutions of its Board
of Directors, duly adopted on August 23, 1995, determined to effect a merger of
Fuqua Enterprises, Inc. into itself (the "Merger"), with the Corporation being
the surviving corporation, on the conditions set forth in such resolutions:
WHEREAS: The Board of Directors of Vista Resources, Inc. (the
"Corporation") believes that it is in the best interests of the
Corporation and its stockholders that the Corporation's name be
changed to "Fuqua Enterprises, Inc." by forming a wholly-owned
subsidiary, merging the subsidiary with and into the Corporation under
Section 253 of the Delaware General Corporation Law, and having the
name of the Corporation changed to "Fuqua Enterprises, Inc." in the
merger;
NOW, THEREFORE, BE IT RESOLVED, That the officers of the Corporation
are authorized to form a wholly-owned subsidiary of the Corporation to
be merged with and into the Corporation (the "Subsidiary");
FURTHER RESOLVED, That the officers of the Corporation are authorized
to merge the Subsidiary with and into the Corporation pursuant to a
certificate of ownership and merger in substantially the form of
Exhibit A attached hereto, but with such changes as may be approved by
any officer of the Corporation, as evidenced by such officer's
execution of such certificate of ownership and merger (the
"Certificate");
FURTHER RESOLVED, That the terms of the merger of the Subsidiary with
and into the Corporation (the "Merger") shall be as follows:
1. Merger. As of the Effective Time (as defined below), the
Subsidiary shall be merged with and into the Corporation, with the
Corporation being the surviving corporation. The surviving
corporation as it shall exist after the Effective Time shall be
referred to hereinafter as the "Surviving Corporation."
<PAGE> 32
2. Effective Time. The Effective Time shall be 5:00 P.M. on
September 8, 1995.
3. Conversion of Shares of the Subsidiary. At the Effective
Time, each of the shares of common stock of the Subsidiary presently
issued and outstanding shall be cancelled and retired and shall cease
to be outstanding, and no shares of common stock or other securities
of the Surviving Corporation shall be issued in respect thereof.
4. Conversion of Shares of the Corporation. At the Effective
Time, each of the shares of common stock of the Corporation presently
issued and outstanding shall remain outstanding as one fully paid and
nonassessable share of common stock of the Surviving Corporation.
5. Share Certificate Procedures. At the Effective Time:
(a) The Surviving Corporation shall mark the certificate or
certificates formerly representing all of the outstanding shares of
common stock of the Subsidiary as cancelled.
(b) Each certificate formerly representing shares of common
stock of the Corporation shall thereafter represent shares of common
stock of the Surviving Corporation.
6. Certificate of Incorporation. The Certificate of
Incorporation as it exists at the Effective Time shall be the
Certificate of Incorporation of the Surviving Corporation following
the Effective Time unless and until the same shall be amended or
repealed in accordance with the provisions thereof; provided, however,
that as of the Effective Time the name of the Corporation shall be
changed to "Fuqua Enterprises, Inc."
7. Bylaws. The Bylaws of the Corporation as they exist at the
Effective Time shall be the Bylaws of the Surviving Corporation
following the Effective Time unless and until the same shall be
amended or repealed in accordance with the provisions thereof.
8. Board of Directors and Officers. The members of the Board of
Directors and the officers of the Surviving Corporation immediately
after the Effective Time shall be those persons who were members of
the Board of Directors and officers, respectively, of the Corporation
immediately prior to the Effective Time, and such persons shall serve
in such offices, respectively, for the terms provided by law or in the
Bylaws of the Surviving Corporation, or until their respective
successors are elected and qualified.
9. Rights and Liabilities of Surviving Corporation. At and after
the Effective Time, for all purposes the separate existence of the
constituent corporations other than the Surviving Corporation shall
cease and the constituent corporations shall be merged into the
Corporation and the Surviving Corporation shall possess all the
rights, privileges, powers and franchises as well of a public as of a
private nature, and being subject to all the restrictions,
disabilities and duties of each of such corporations so merged; and
all and singular, the rights, privileges, powers, and franchises of
each of said corporations, and all property, real, personal, and
mixed, and all debts due to any of said constituent corporations on
whatever account, as well for stock subscriptions as all others things
in action or belonging to each of such corporations shall be vested
in the Surviving Corporation; and all property, rights, privileges,
powers and franchises, and all and every other interest shall be
thereafter as effectually the property of the Surviving Corporation
as they were of the several and respective constituent corporations,
and the title to any real estate vested by deed or otherwise, under
the laws of the State of Delaware, in any of such constituent
corporations, shall not revert or be in any way impaired; but all
rights of creditors and all liens upon any property of said
constituent corporations shall be preserved unimpaired, and all debts,
liabilities and duties of the
2
<PAGE> 33
respective constituent corporations shall thenceforth attach to the
Surviving Corporation, and may be enforced against it to the same
extent as of said debts, liabilities and duties had been incurred or
contracted by it.
FURTHER RESOLVED, That as of the Effective Time the name of the
Corporation shall be changed to "Fuqua Enterprises, Inc.",
FURTHER RESOLVED, That the officers of the Corporation are authorized
to make appropriate arrangements for stock certificates reflecting the
new name of the Corporation, including the selection of a new form of
stock certificate and, if necessary because new stock certificates
are not available at the time of the name change, the stamping of the
new name of the Corporation on the Corporation's current form of stock
certificate (all in compliance with New York Stock Exchange and other
applicable regulations);
FURTHER RESOLVED, That the officers of the Corporation are authorized
to make arrangements for a new corporate seal reflecting the new name
of the Corporation;
FURTHER RESOLVED, That the officers of the Corporation are authorized
and directed by and on behalf of the Corporation to prepare, execute,
deliver and file any and all other agreements, amendments,
certificates, instruments, and documents of any nature whatsoever and
to take all such actions and to do all such things, as they, in their
discretion, deem to be necessary or desirable to effect the purpose
and intent of the above resolutions, including the preparation and
delivery of such other documents as may be required by the New York
Stock Exchange, Inc. in connection with the name change, and
FURTHER RESOLVED, That any and all actions previously taken by the
Corporation or its officers in connection with the transactions
contemplated by these resolutions are hereby approved and ratified.
FOURTH: That the above resolutions have not been modified or rescinded
and are in full force and effect on the date hereof.
FIFTH: That upon the effective date and time of the Merger the name of
the surviving corporation shall be "Fuqua Enterprises, Inc."
SIXTH: The Merger shall become effective at 5:00 P.M. on September 8,
1995.
3
<PAGE> 34
IN WITNESS WHEREOF, Vista Resources, Inc. has caused this certificate
to be signed by its duly authorized officer this 23rd day of August, 1995.
VISTA RESOURCES, INC.
/s/ L.P. Klamon
----------------------
L.P. Klamon, President
ATTEST:
/s/ Mildred H. Hutcheson
-----------------------------------------
Mildred H. Hutcheson, Corporate Secretary
4
<PAGE> 1
EXHIBIT 99.1
NEWS RELEASE
VISTA RESOURCES, INC.
One Atlantic Center
Suite 5000
1201 W. Peachtree Street, NW
Atlanta, Georgia 30309
Contact:
L.P. Klamon
(404) 815-2000
FOR IMMEDIATE RELEASE
---------------------
ATLANTA, GEORGIA (September 7, 1995) - Vista Resources, Inc., (NYSE: VS) today
announced that its name will be changed to Fuqua Enterprises, Inc. effective
September 8, 1995. The company had previously intended to change its name to
Fuqua Industries, Inc. but determined that it might cause confusion with the
corporation which previously had that name. Accordingly, the company decided
that Fuqua Enterprises, Inc. was a more appropriate name.
Fuqua Enterprises, Inc. will continue to be listed on the New York Stock
Exchange and will trade under the symbol FQE beginning September 11, 1995.
