ARTICLES OF AMENDMENT
RESTATING
ARTICLE OF INCORPORATION OF
GRACO INC.
INCIDENT TO A STOCK SPLIT BY
BOARD OF DIRECTORS
The undersigned, Robert M. Mattison, Secretary of Graco Inc., a Minnesota
corporation, (the "Company"), hereby certifies:
(i) that Article 4.1(a) of the Company's Articles of Incorporation has
been amended to read in its entirety as follows:
"4.1(a) The total number of shares which this corporation shall be
authorized to issue is Forty-eight Million Twenty-two Thousand Five
Hundred Forty-nine (48,022,549) shares of which Forty-five Million
(45,000,000) shares of the par value of $1.00 per share shall be
Common Shares, Three Million (3,000,000) shares of the par value of
$1.00 per share shall be Preferred Shares and Twenty-two Thousand
Five Hundred Forty-nine (22,249) shares of the par value of $100.00
per share shall be Cumulative Preferred Shares."
(ii) That such amendment has been adopted in accordance with the
requirements of, and pursuant to, Chapter 302A of the Minnesota
Statutes;
(iii) That such amendment was adopted pursuant to Section 302A.402 of the
Minnesota Statutes in connection with a division of the Company's
Common Stock; and
(iv) That such amendment will not adversely affect the rights or
preferences of the holders of the outstanding shares of any class or
series of the Company and will not result in the percentage of
authorized shares of any class or series that remains unissued after
such division exceeding the percentage of authorized shares of the
same class or series remaining unissued before the division.
The division giving rise to the amendment set forth above concerns a three
for two split of the Common Stock of the Company. Such division is being
effected as follows:
(i) on February 6, 2001, (the "Effective Date") each share of Common
Stock outstanding on January 15, 2001 (the "Record Date") will be
split and converted into one and one-half (1-1/2) shares of Common
Stock of the Company; and
(ii) on or before the Effective Date, the Company's transfer agent and
registrar will sign and register a certificate or certificates
representing one share of the authorized but unissued Common Stock
of the Company for every two shares of Common Stock held of record
by each common shareholder of record on the Record Date, and will
deliver or mail such certificates to each holder; and
(iii) in settlement of fractional interests which may arise as a result of
common shareholders of record on the Record Date holding a number
shares not divisible by two, such common shareholders of record will
be entitled to cash in an amount equal to the product of (a) the
fraction one-half (1/2) multiplied by (b) 66-2/3% of the closing
sale price of the Company's Common Stock as reported by the New York
Stock Exchange on the Effective Date.
The document entitled "Restated Articles of Incorporation of Graco Inc."
marked as Exhibit A and attached hereto contains the full text of the Articles
of Incorporation of Graco Inc., incorporating in its entirety the amendment of
Article 4.1(a) adopted by the Board of Directors on December 8, 2000.
The document entitled "Restated Articles of Incorporation of Graco Inc.",
attached hereto as Exhibit A, correctly sets forth, without change, the
corresponding provisions of the existing articles as previously amended and
merely restates the existing articles, plus the instant amendment to Article
4.1(a), in their entirety.
The "Restated Articles of Incorporation of Graco Inc.", attached hereto as
Exhibit A, supersede the prior restated Articles of Incorporation and all
amendments thereto.
IN WITNESS WHEREOF, the undersigned, the Secretary of Graco Inc., being
duly authorized on behalf of Graco Inc., has executed this document this 15th
day of December, 2000.
/s/Robert M. Mattison
-----------------------------
Robert M. Mattison
Secretary
STATE OF MINNESOTA
SS
COUNTY OF HENNEPIN
The foregoing instrument was acknowledged before me on December 15, 2000, by
Robert M. Mattison, as Secretary of Graco Inc., on behalf of such corporation.
/s/Brenda L. Colsch
-------------------------------------
Brenda L. Colsch
Notary Public
Exhibit A
RESTATED ARTICLES OF INCORPORATION
OF
GRACO INC.
(Approved by the Board of Directors on December 8, 2000)
ARTICLE I
1. The name of this corporation shall be Graco Inc.
ARTICLE 2
2. Corporation Service Company, is this corporation's registered
agent in the State of Minnesota, and Multifoods Tower, 33 South Sixth Street,
Minneapolis, Minnesota 55402, the business office address of Corporation Service
Company, is the registered office of this corporation.
ARTICL6E 3
3. Any action required or permitted to be taken at a meeting of the
Board of Directors of this corporation not needing approval by the shareholders
under Minnesota Statutes, Chapter 302A, may be taken by written action signed by
the number of directors that would be required to take such action at a meeting
of the Board of Directors at which all directors are present.
ARTICLE 4
4.1 (a) The total number of shares which this corporation shall be
authorized to issue is Forty-eight Million Twenty-two Thousand Five
Hundred Forty-nine (48,022,549) shares of which Forty-five Million
(45,000,000) shares of the par value of $1.00 per share shall be Common
Shares, Three Million (3,000,000) shares of the par value of $1.00 per
share shall be Preferred Shares and Twenty-two Thousand Five Hundred
Forty-nine (22,249) shares of the par value of $100.00 per share shall be
Cumulative Preferred Shares.
(b) Preferred Shares may be issued from time to time in one or more
series as the Board of Directors may determine, as hereinafter provided.
The Board of Directors is hereby authorized by resolution or resolutions,
to provide from time to time for series of Preferred Shares out of the
unissued Preferred Shares not then allocated to any series of Preferred
Shares. Before any shares of any such series are issued, the Board of
Directors shall fix and determine, and is hereby expressly empowered to
fix and determine, by resolution or resolutions, the designations and the
relative rights and preferences thereof, of the shares of such series.
Preferred Shares will be senior to the Cumulative Preferred Shares in
terms of dividend and liquidation rights unless the Board of Directors
specifically provides otherwise in the resolution or resolutions
establishing a series of Preferred Shares.
The Board of Directors is expressly authorized to vary the
provisions relating to the foregoing matters among the various series of
Preferred Shares.
Preferred Shares of any series that shall be issued and thereafter
acquired by the corporation through purchase, redemption (whether through the
operation of a sinking fund or otherwise), conversion, exchange or otherwise,
shall, upon appropriate filing and recording to the extent required by law, have
the status of authorized and unissued Preferred Shares and may be reissued as
part of such series or as part of any other series of Preferred Shares. Unless
otherwise provided in the resolution or resolutions of the Board of Directors
providing for the issue thereof, the number of authorized shares of any series
of Preferred Shares may be increased or decreased (but not below the number of
shares thereof then outstanding) by resolution or resolutions of the Board of
Directors and appropriate filing and recording to the extent required by law. In
case the number of shares of any such series of Preferred Shares shall be
decreased, the shares representing such decrease shall, unless otherwise
provided in the resolution or resolutions of the Board of Directors providing
for the issuance thereof, resume the status of authorized but unissued Preferred
Shares, undesignated as to series.
4.2 The designations, relative rights, voting powers, preferences
and restrictions granted to or imposed upon the Common Shares and Cumulative
Preferred Shares, which shall be subject to the rights granted to any series of
Preferred Shares in the resolutions authorizing the series, are as follows:
(a) Voting. Except as expressly set forth in sub-division (f) below
and except as otherwise provided in the resolutions authorizing any series
of Preferred Shares or by law, the holders of Common Shares shall have the
sole voting rights of shareholders of the corporation and shall be
entitled to one vote for each share held. The shareholders of the
corporation shall have no right to cumulate votes for the election of
directors.
(b) No Pre-emptive Rights. Except as provided in the resolutions
authorizing any series of Preferred Shares, no holders of any share of
stock of any class of this corporation shall have any pre-emptive right to
subscribe to any issue of shares of any class of this corporation now or
hereafter authorized or any security hereafter issued by this corporation
convertible into shares of this corporation.
(c) Dividends. The holders of Cumulative Preferred Shares shall be
entitled to receive out of any assets legally available therefor, when and
as declared by the Board of Directors, fixed cumulative dividends at the
rate of five percent (5%) per annum upon the par value thereof, and no
more, payable semiannually on January 1 and July 1 of each year. Such
dividends shall be cumulative from January 1, 1969.
In no event shall any dividend be paid or declared (other than
dividends payable in Common Shares of any class), nor shall any
distribution be made on the Common Shares of any class of the corporation,
nor shall any Common Shares of any class be purchased, redeemed or
otherwise acquired by the corporation for value unless all dividends on
the Cumulative Preferred Shares for all past semiannual dividend periods
and for the then current semiannual dividend period shall have been paid,
or declared and a sum sufficient for the payment thereof set apart for
payment.
Subject to the provisions of this Article 5 and not otherwise,
dividends may be declared by the Board of Directors and paid from time to
time, out of any funds legally available therefor, upon the Common Shares,
and the holders of Cumulative Preferred Shares shall not be entitled to
participate in any such dividends.
(d) Redemption. The Cumulative Preferred Shares of the corporation
may be redeemed as a whole at any time or in part from time to time at the
option of the corporation by resolution of the Board of Directors at the
redemption price of $105 per share together with an amount equal to all
accrued and unpaid cumulative dividends thereon from the date on which
dividends thereon became cumulative to the redemption date. If less than
all of the outstanding Cumulative Preferred Shares are to be redeemed, the
shares to be redeemed shall be selected by the Board of Directors or by a
person appointed for such purpose by the Board of Directors.
Notice of every redemption of Cumulative Preferred Shares shall be
mailed addressed to the holders of record of the shares to be redeemed at
their respective addresses as they appear on the stock books of the
corporation not less than thirty (30) and not more than sixty (60) days
prior to the date fixed for redemption.
If notice of redemption shall have been duly given as aforesaid and
if on or before the redemption date specified in the notice, all funds
necessary for the redemption shall have been deposited in trust with a
bank or trust company in good standing and doing business at any place
within the United States, and designated in the notice of redemption, for
the pro rata benefit of the shares so called for redemption, so as to be
and continue to be available therefor, then, from and after the date of
such deposit, notwithstanding that any certificate for Cumulative
Preferred Shares so called for redemption shall not have been surrendered
for cancellation, the shares represented thereby shall no longer be deemed
outstanding, and the dividends thereon shall cease to accumulate from and
after the date fixed for redemption, and all rights with respect to the
Cumulative Preferred Shares so called for redemption shall forthwith, on
the date of such deposit, cease and terminate except only the right of the
holders thereof to receive the redemption price of the shares so redeemed,
including accrued cumulative dividends to the redemption date, but without
interest. Any funds deposited by the corporation pursuant to this
paragraph and unclaimed at the end of six (6) years after the date fixed
for redemption shall be repaid to the corporation upon its request
expressed in a resolution of its Board of Directors, after which repayment
the holders of the shares so called for redemption shall look only to the
corporation for the payment thereof.
(e) Dissolution, Liquidation, etc. In the event of any dissolution,
liquidation or winding up of the affairs of the corporation, before any
distribution or payment shall be made to the holders of Common Shares, the
holders of the Cumulative Preferred Shares shall be entitled to be paid in
full the par value thereof if such liquidation, dissolution or winding up
shall be involuntary, and the sum of $105 per share if such liquidation,
dissolution or winding up shall be voluntary, together, in either event,
with a sum, in the case of each share, equal to the cumulative accrued and
unpaid dividends thereon to the date fixed for such distribution or
payment. If such distribution or payment shall have been made to the
holders of the Cumulative Preferred Shares or moneys made available for
such payment in full, the remaining assets and funds of the corporation
shall be distributed ratably to the holders of the Common Shares. If there
shall be insufficient assets to make full payment to the holders of
Cumulative Preferred Shares as above provided, the assets of the
corporation shall be distributed among the holders of Cumulative Preferred
Shares ratably. Except as herein otherwise expressly provided, the
Cumulative Preferred Shares shall not be entitled to participate in any of
the profits, surplus or assets of the corporation. The consolidation or
merger of the corporation into or with any other corporation or
corporations pursuant to the statutes of the State of Minnesota shall not
be deemed a liquidation, dissolution or winding up of the affairs of the
corporation within the meaning of any of the provisions of this paragraph.
(f) Special Voting Rights. The holders of Cumulative Preferred Shares
shall not be entitled as such to vote at any meeting of the shareholders of
the corporation except as required by law or as hereinafter otherwise
provided.
(i) If an amendment to the Articles of Incorporation of the
corporation would adversely affect the rights of the holders
of Cumulative Preferred Shares, then in addition to the vote
thereon by the holders of the Common Shares, the holders of
Cumulative Preferred Shares shall be entitled to vote
separately as a class thereon, and such amendment shall be
adopted only if it receives the affirmative vote of the
holders of a majority of the Cumulative Preferred Shares.
(ii) After an amount equivalent to three (3) full semi-annual
dividend installments of the Cumulative Preferred Shares shall
be in default, the holders of Cumulative Preferred Shares at
the time outstanding, voting separately as a class shall, at
any annual meeting of the shareholders or any special meeting
of the shareholders called as herein provided occurring during
such period, elect two (2) members of the Board of Directors,
and the holders of the Common Shares, voting separately as a
class, shall elect the remaining directors of the corporation.
(iii) After an amount equivalent to six (6) full semi-annual
dividend installments of the Cumulative Preferred Shares shall
be in default, the holders of Cumulative Preferred Shares,
voting separately as a class, shall, at any annual meeting of
the shareholders or any special meeting of the shareholders
called as herein provided occurring during such period, elect
the smallest number of directors necessary to constitute a
majority of the full Board of Directors, and the holders of
the Common Shares, voting separately as a class, shall elect
the remaining directors of the corporation.
At any annual meeting or special meeting of shareholders for the
election of directors occurring after all cumulative dividends then in
default on the Cumulative Preferred Shares then outstanding, including the
dividend for the then current semi-annual period, shall have been paid, or
declared and set apart for payment, the Cumulative Preferred Shares shall
thereupon be divested of any rights with respect to the election of
directors as above provided, but always subject to the same provisions for
the revesting of such voting power in the Cumulative Preferred Shares in
the case of a future like default or defaults in dividends on Preferred
Shares.
Voting power for the election of directors vested in the holders of
the Cumulative Preferred Shares as above provided may be exercised at any
annual meeting of shareholders or at a special meeting of shareholders
held for such purpose, which special meeting of shareholders shall be
called by the proper officers of the corporation at any time when such
voting power shall be vested within twenty (20) days after written request
therefor signed by the holder or holders of not less than ten percent
(10%) of the Cumulative Preferred Shares then outstanding, the date of
such special meeting to be not more than twenty (20) days from the date of
giving notice thereof, and such notice shall be given to all holders of
Cumulative Preferred Shares and Common Shares not less than ten (10) days
prior to said meeting. In each such case such notice shall direct
attention to the voting rights of the holders of Cumulative Preferred
Shares. At any such meeting the presence in person or by proxy of the
holders of a majority of the Cumulative Preferred Shares outstanding shall
be required to constitute a quorum for the election of directors whom the
holders of Cumulative Preferred Shares are entitled to elect and,
likewise, the presence in person or by proxy of the holders of a majority
of the Common Shares outstanding shall be required to constitute a quorum
for the election of directors whom the holder of Common Shares are
entitled to elect; provided that either the Cumulative Preferred
shareholders or the Common shareholders who are present in person or by
proxy at such a meeting shall have power to adjourn such meeting for the
election of directors to be elected by them from time to time, without
notice other than announcement at the meeting and, provided further, that
the adjournment of the meeting for lack of a quorum of the Common
shareholders shall not prevent the election at that meeting of the
directors whom the Cumulative Preferred shareholders are entitled to elect
if there is a quorum of the Cumulative preferred shareholders.
If at any time the holders of Cumulative Preferred Shares shall
become entitled to elect two (2) directors or a majority of the Board of
Directors as aforesaid, the terms of all incumbent directors shall expire
whenever such two (2) directors or such majority have been duly elected
and qualified.
Whenever the Cumulative Preferred Shares shall be divested of voting
power with respect to the election of directors the terms of all then
incumbent directors shall expire upon the election of a new board by the
holders of Common Shares at the next annual or special meeting for the
election of directors.
If a vacancy or vacancies in the Board of Directors shall exist with
respect to a director or directors elected by the Cumulative Preferred
shareholders, the remaining director or directors elected by the
Cumulative Preferred shareholders may, by the vote of such remaining
director if there be but one, or by the vote of a majority of such
remaining directors if there be more than one, elect a successor or
successors to hold office for the unexpired term. Likewise, a vacancy or
vacancies existing with respect to directors elected by the Common
shareholders may be filled by the remaining director or directors elected
by the Common shareholders.
ARTICLE 5
5.1 Whether or not a vote of shareholders is otherwise required, the
affirmative vote of the holders of not less than two-thirds of the outstanding
shares of "Voting Stock" (as hereafter defined) of the corporation shall be
required for the approval or authorization of any "Business Combination" (as
hereafter defined) with any Related Person (as hereafter defined) involving the
corporation or the approval or authorization by the corporation in its capacity
as a shareholder of any Business Combination involving a "Subsidiary" (as
hereafter defined) which requires the approval or authorization of the
shareholders of the Subsidiary; provided, however, that the two-thirds voting
requirement shall not be applicable if:
(a) The "Continuing Directors" (as hereafter defined) by a majority
vote have expressly approved the Business Combination; or
(b) The Business Combination is a merger, consolidation, exchange of
shares or sale of all or substantially all of the assets of the
corporation and the cash or fair market value (determined as of the
effective date of such Business Combination or, in the case of a sale of
assets as of the date of the distribution of the proceeds of the sale to
the shareholders of the corporation) of the property, securities or other
consideration to be received per share by holders of common stock of the
corporation other than the Related Person is not less than the highest per
share price (with appropriate adjustments for recapitalizations, stock
splits, stock dividends and like distributions), paid by the Related
Person in acquiring any of its holdings of the corporation's common stock
during the two-year period prior to the effective date of the Business
Combination or the distribution of the proceeds of a sale of assets.
5.2 For the purposes of this Article 6:
(a) The term "Business Combination" shall mean
(i) any merger or consolidation of the corporation or a
Subsidiary with or into a Related Person,
(ii) any exchange of shares of the corporation or a Subsidiary
for shares of a Related Person which, in the absence of this
Article, would have required the affirmative vote of at least
a majority of the voting power of the outstanding shares of
the corporation entitled to vote or the affirmative vote of
the corporation, in its capacity as a shareholder of the
Subsidiary,
(iii) any sale, lease, exchange, transfer or other disposition
(in one transaction or a series of transactions), including,
without limitation, a mortgage or any other security device,
of all or any "Substantial Part" (as hereinafter defined) of
the assets either of the corporation (including, without
limitation, any voting securities of a Subsidiary) or of a
Subsidiary, to or with a Related Person,
(iv) any sale, lease, exchange, transfer or other disposition
(in one transaction or a series of transactions) of all or any
Substantial Part of the assets of a Related Person to or with
the corporation or a Subsidiary,
(v) the issuance of any securities to a Related Person (except
pursuant to stock dividends, stock splits or similar
transactions which would not have the effect of increasing the
proportionate voting power of a Related Person) of the
corporation, or of a Subsidiary (except pursuant to a pro rata
distribution to all holders of common stock of the
corporation),
(vi) any recapitalization or reclassification that would have
the effect of increasing the voting power of a Related Person,
and
(vii) any agreement, contract or other arrangement providing
for any of the transactions described in this definition of
Business Combination.
(b) The term "Related Person" shall mean and include any individual,
corporation, partnership or other person or entity which, together with
its "Affiliates" and "Associates" (as defined on February 24, 1984 by Rule
12b-2 under the Securities Exchange Act of 1934), "Beneficially Owns" (as
defined on February 24, 1984 by Rule 13d-3 under the Securities Exchange
Act of 1934) in the aggregate 15 percent or more of the outstanding Voting
Stock of the corporation, and any Affiliate or Associate (other than the
corporation or a wholly-owned subsidiary of the corporation) of any such
individual, corporation, partnership or other person or entity.
(c) The term "Substantial Part" shall mean more than 30 percent of
the fair market value of the total assets of the corporation in question,
as of the end of its most recent fiscal year ending prior to the time the
determination is being made.
(d) Without limitation, any shares of common stock of the
corporation that any Related Person has the right to acquire pursuant to
any agreement, or upon exercise of conversion rights, warrants or options,
or otherwise, shall be deemed beneficially owned by the Related Person.
(e) The term "Subsidiary" shall mean any corporation, a majority of
the equity securities of any class of which are owned by the corporation,
by another Subsidiary, or in the aggregate by the corporation and one or
more of its Subsidiaries.
(f) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the corporation entitled to vote generally in the
election of directors and each reference to a proportion of shares of
Voting Stock shall refer to such proportion of the votes entitled to be
cast by such shares.
(g) The term "Continuing Director" shall mean (i) a director who was
a member of the Board of Directors of the corporation either on February
24, 1984 or immediately prior to the time that any Related Person involved
in the Business Combination in question became a Related Person and (ii)
any person becoming a director whose election, or nomination for election
by the corporation's shareholders, was approved by a vote of a majority of
the Continuing Directors; provided, however, that in no event shall a
Related Person involved in the Business Combination in question be deemed
to be a Continuing Director.
5.3 For the purposes of this Article 6 the Continuing Directors by a
majority vote shall have the power to make a good faith determination, on the
basis of information known to them, of: (i) the number of shares of Voting Stock
of the corporation that any person or entity Beneficially Owns, (ii) whether a
person or entity is an Affiliate or Associate of another, (iii) whether the
assets subject to any Business Combination constitute a Substantial Part, (iv)
whether any business transaction is one in which a Related Person has an
interest, (v) whether the cash or fair market value of the property, securities
or other consideration to be received per share by holders of capital stock of
the corporation other than the Related Person in a Business Combination is an
amount at least equal to the highest per share price paid by the Related Person
and (vi) such other matters with respect to which a determination is required
under this Article 6.
5.4 The provisions set forth in this Article 6 may not be repealed
or amended in any respect, unless such action is approved by the affirmative
vote of the holders of not less than two-thirds of the outstanding shares of
Voting Stock of the corporation.
ARTICLE 6
6.1 The number of directors shall initially be ten and, thereafter,
shall be fixed from time to time by the Board of Directors or by the affirmative
vote of the holders of two-thirds of the voting power of the outstanding capital
stock of the corporation, voting together as a single class. The directors shall
be divided into three classes, as nearly equal in number as reasonably possible,
with the term of office of the first class to expire at the 1988 annual meeting
of shareholders, the term of office of the second class to expire at the 1989
annual meeting of shareholders and the term of office of the third class to
expire at the 1990 annual meeting of shareholders. At each annual meeting of
shareholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of shareholders
after their election.
6.2 Subject to the rights of the holders of any series of Preferred
Stock then outstanding, newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled by a majority vote of the directors then in
office though less than a quorum, and directors so chosen shall hold office for
a term expiring at the next annual meeting of shareholders. No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director.
6.3 Any directors, or the entire Board of Directors, may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of the proportion or number of the voting power of the shares of the
classes or series the director represents sufficient to elect them.
6.4 The provisions of this Article 7 may not be repealed or amended
in any respect, unless such action is approved by the affirmative vote of the
holders of not less than two-thirds of the outstanding shares of the capital
stock of the corporation entitled to vote generally in the election of
directors, voting together as a single class.
ARTICLE 7
7. No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article 8
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 302A.559 of the Minnesota Business
Corporation Act or Section 80A.23 of the Minnesota Securities Law, or (iv) for
any transaction from which the director derived an improper personal benefit. No
amendment to or repeal of this Article 8 shall apply to or have any effect on
the liability or alleged liability of any director of the corporation for or
with respect to any acts or omissions of such director occurring prior to such
amendment or repeal.
ARTICLE 8
8. The Board of Directors of the corporation (the "Board"), when
evaluating any offer of another party, (a) to make a tender or exchange offer
for any Voting Stock (as defined in Article 6) of the corporation or (b) to
effect a Business Combination (as defined in Article 6), shall, in connection
with the exercise of its judgment in determining what is in the best interests
of the corporation as a whole, be authorized to give due consideration to such
factors as the Board determines to be relevant, including, without limitation:
(i) the interests of the corporation's shareholders;
(ii) the social, legal and economic effects upon employees,
suppliers, customers and others having similar relationships
with the corporation, and the communities in which the
corporation conducts its business;
(iii) whether the proposed transaction might violate federal
or state laws; and
(iv) not only the consideration being offered in the proposed
transaction, in relation to the then current market price for
the outstanding capital stock of the corporation, but also the
market price for the capital stock of the corporation over a
period of years, the estimated price that might be achieved in
a negotiated sale of the corporation as a whole or in part of
through orderly liquidation, the premiums over market price
for the securities of other corporations in similar
transactions, current political, economic or other factors
bearing on securities prices and the corporation's financial
condition and future prospects.
In connection with any such evaluation, the Board is authorized to
conduct such investigations and to engage in such legal proceedings as the Board
may determine.