CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
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Keystone Consolidated Industries, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the state of
Delaware (the "Corporation"), does hereby certify that:
FIRST: The amendments to the Corporation's restated certificate of
incorporation set forth below were duly adopted in accordance with the
provisions of section 242 of the General Corporation Law of the state of
Delaware, as amended.
SECOND: Article Fourth of the Corporation's restated certificate of
incorporation is amended to read in its entirety as follows:
FOURTH. The total number of shares of all classes of stock which the
corporation shall have authority to issue is twenty-seven million five hundred
thousand (27,500,000), of which twenty-seven million (27,000,000) shares are
Common Stock of the par value of One Dollar ($1.00) each and five hundred
thousand (500,000) shares are Preferred Stock without par value (including
250,000 shares of Series A Cumulative Convertible Pay-In-Kind Preferred Stock by
prior designation, as amended).
The Preferred Stock shall be issued in one or more series. The Board of
Directors is hereby expressly authorized to issue the shares of Preferred Stock
in such series and to fix from time to time before issuance the number of shares
to be included in any series and the designation, relative rights, preferences
and limitations of all shares of such series. The authority of the Board of
Directors with respect to each series shall include, without limitation thereto,
the determination of any or all of the following and the shares of each series
may vary from the shares of any other series in the following respects:
(a) The number of shares constituting such series and the designation
thereof to distinguish the shares of such series from the shares of
all other series;
(b) The annual dividend rate on the shares of that series and whether such
dividends shall be cumulative and, if cumulative, the date from which
dividends shall accumulate;
(c) The redemption price or prices for the particular series, if
redeemable, and the terms and conditions of such redemption;
(d) The preference, if any, of shares of such series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
corporation;
(e) The voting rights, if any, in addition to the voting rights prescribed
by law and the terms of exercise of such voting rights;
(f) The right, if any, of shares of such series to be converted into
shares of any other series or class and the terms and conditions of
such conversion; and
(g) Any other relative rights, preferences and limitations of that series.
No holder of stock of the corporation shall have any preemptive or other
right whatever, as such holder, to subscribe for or purchase or to have offered
to him for subscription or purchase any additional shares of stock of any class,
character or description which may be issued or sold by the corporation, or
obligations of any kind which may be issued or sold by the corporation and which
shall be convertible into stock of any class of the corporation, or to which
there shall be attached or appertain any warrant or warrants or other instrument
or instruments that shall confer upon the holder of such obligation the right to
subscribe for, or to purchase or receive from the corporation any shares of
capital stock of any class of the corporation, whether now or hereafter
authorized.
THIRD: Article Eighth of the Corporation's restated certificate of
incorporation is amended to read in its entirety as follows:
EIGHTH. The number of directors of the corporation shall be fixed by the
by-laws, subject to the provisions of this certificate of incorporation and to
the provisions of the laws of the State of Delaware.
Any director or the entire board of directors may be removed, with or
without cause, by holders of a majority of the shares then entitled to vote at
an election of directors.
In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized:
To make, alter, amend or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By resolution passed by the majority of the whole board, to designate one
or more committees, each committee to consist of two or more of the directors of
the corporation, which, to the extent provided in the resolution or in the
by-laws of the corporation, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors.
IN WITNESS WHEREOF, Keystone Consolidated Industries, Inc. has caused this
certificate to be signed by Sandra K. Myers, its secretary, this __th day of
October, 2003.
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
By: /s/Sandra K. Myers, Secretary
Sandra K. Myers, Secretary