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EXHIBIT 3.A
THE COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
Federal Identification No. 04-1992780
One Ashburton Place, Boston, MA 02108
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 156B, Section 74
This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the restated articles of organization. The
fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114. Make check payable to the
Commonwealth of Massachusetts.
We, David P. Gruber, President and Wallace F. Whitney, Jr.,
Esq., Clerk of Wyman-Gordon Company located at 244 Worcester
Street, North Grafton, MA 01536 do hereby certify that the
following restatement of the articles of organization of the
corporation was duly adopted at a meeting held on July 19, 1995,
by vote of the Board of Directors pursuant to the third sentence
of Chapter 156B, Section 74.
1. The name of which the corporation shall be known is:
WYMAN-GORDON COMPANY
2. The purpose for which the corporation is formed are as
follows:
(SEE ATTACHED CONTINUATION SHEETS)
3. The total number of shares and the par value, if any, of
each class of stock which the corporation is authorized to
issue is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
CLASS NUMBER NUMBER
OF STOCK OF SHARES OF SHARES PAR VALUE
Preferred 5,000,000 None --
Common None 70,000,000 $1.00
4. If more than one class is authorized, a description of each
of the different classes of stock with, if any, the
preferences, voting powers, qualifications, special or
relative rights or privileges as to each class thereof and
any series now established:
(SEE ATTACHED CONTINUATION SHEETS)
5. The restrictions, if any, imposed by the articles of
organization upon the transfer of shares of stock of any
class are as follows:
NONE
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6. Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the corporation,
for its voluntary dissolution, or for limiting, defining, or
regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
(SEE ATTACHED CONTINUATION SHEETS)
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RESTATED ARTICLES OF ORGANIZATION
OF WYMAN-GORDON COMPANY
CONTINUATION SHEETS
ARTICLE 2
To manufacture, buy, sell, import, export and in any way
deal in drop forgings, forgings of all kinds, castings,
machinery, tools, metal work of any kind and any and all things
made in whole or in part from metals. To carry on a general
forging business. To carry on a general manufacturing business
and to do all things necessary or incidental to any of the above
purposes or powers. To carry on the general business of
merchants and dealers in any or all things manufactured by the
company or used or acquired in connection with such manufacture.
To acquire personal property of any kind and any amount, and real
property, so far as the same may be necessary or desirable in
connection with any of the foregoing powers, and to sell,
mortgage, pledge, lease or otherwise dispose of such personal and
real property. To acquire, hold, use, sell and deal in patented
articles, patent rights, patents, licenses under patents, trade-
marks, trade names, processes and formulae. To acquire, hold and
dispose of its own stock and securities and stocks, bonds or
securities of any other corporations and associations. To carry
on the business heretofore conducted by The Wyman and Gordon
Company, a Massachusetts corporation. To do any and all acts
desirable in connection with or incidental to any of the above
powers or purposes or calculated to enhance the value of the
company s business or property.
ARTICLE 4
Shares of Preferred Stock may be issued from time to time in
one or more series, each such series to have such distinctive
designation or title as may be fixed by the Board of Directors
prior to the issuance of any shares of such series. Each such
series of Preferred Stock shall have such preferences, voting
powers, qualifications, restrictions, and special or relative
rights or privileges, and to the fullest extent now or hereafter
permitted under Massachusetts law, as shall be stated in such
resolution or resolutions providing for the issuance of shares of
Preferred Stock as may be adopted from time to time by the Board
of Directors in accordance with the laws of the Commonwealth of
Massachusetts.
ARTICLE 6
(a) The Board of Directors may make, amend or repeal the
Bylaws in whole or in part except with respect to any
provision thereof which by law the Articles of
Organization or the Bylaws requires action by the
Stockholders.
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(b) No director of the Company shall have any personal
liability to the Company or its Stockholders for
monetary damages for breach of fiduciary duty as a
director notwithstanding any provision of law imposing
such liability; provided, however, that this
Article 6(b) shall not eliminate or limit the liability
of a director (i) for any breach of the director s duty
of loyalty to the Company 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 61 or 62 of Chapter 156B of the
Massachusetts General Laws, or (iv) for any transaction
from which the director derived an improper personal
benefit. The preceding sentence shall not eliminate or
limit the liability of a director for any act or
omission occurring prior to the date upon which this
Article 6(b) becomes effective. No amendment to or
repeal of this Article 6(b) shall apply to or have any
effect on the elimination pursuant hereto of liability
or alleged liability of any director of the Company for
or with respect to any acts or omissions of such
director occurring prior to such amendment or repeal.
Nothing in this Article 6(b) shall limit any lawful
right to indemnification existing independently of this
Article.
(c) No Business Combination (as hereinafter defined) shall
be consummated or effected unless such Business
Combination shall have been approved by the affirmative
vote of the holders of not less than eighty-five
percent (85%) of the total voting power of all
outstanding shares of voting stock of the Company,
voting as a single class. Such vote shall be required
notwithstanding the fact that no vote for such a
transaction may be required by law or that approval by
some lesser percentage of stockholders may be specified
by law or in any agreement with any national securities
exchange or otherwise; provided, however, that such
eighty-five percent (85%) vote shall not be required,
and the provisions of Massachusetts law relating to the
vote required for the approval of stockholders, if any,
shall apply to any such Business Combination if either
of the following conditions is satisfied:
1. The aggregate amount of the cash and the Fair
Market Value (as hereinafter defined) of the
property, securities or other consideration to be
received per share of capital stock of the Company
incident to the consummation of such Business
Combination by a holder of such stock, other than
an Interested Stockholder (as hereinafter defined)
involved in such Business Combination, is not less
than the highest of (a) the Highest Per Share
Price or the Highest Equivalent Price (as those
terms are hereinafter defined), paid by such
Interested Stockholder in acquiring any of its
holdings of the Company's capital stock during the
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five-year period preceding the announcement of
such Business Combination; (b) a price that
includes the same or a greater premium over the
market price of such capital stock immediately
prior to the announcement of such Business
Combination as the greatest premium over market
price paid by such Interested Stockholder in the
purchase of any shares of any class of the
Company's capital stock during the five-year
period preceding the announcement of such Business
Combination; or (c) the Highest Per Share Price or
the Highest Equivalent Price that such Interested
Stockholder shall, during the five-year period
preceding the announcement of such Business
Combination, have offered to the stockholders of
the Company for any shares of the Company's
capital stock or indicated in writing that it
would be prepared to offer under specified
conditions; or
2. The Continuing Directors (as hereinafter defined)
shall have expressly approved such Business
Combination by a two-thirds vote either in advance
of or subsequent to the acquisition of outstanding
shares of capital stock of the Company that caused
the Interested Stockholder involved to become an
Interested Stockholder. In determining whether or
not to approve any such Business Combination, the
Continuing Directors may give due consideration to
all factors they consider relevant, including
without limitation (a) the long-term and
short-term effects on the profitability of the
Company, (b) its social, legal, environmental and
economic effects, both short-term and long-term,
on the employees of the Company and its
subsidiaries and on the communities and the
geographic areas in which the Company and its
subsidiaries operate or are located, and on any of
the business and properties of the Company and its
subsidiaries, and (c) the adequacy of the
consideration offered in relation not only to the
current market price of the Company's outstanding
securities, but also to the current value of the
Company in a freely negotiated transaction and the
Continuing Directors' estimate of the Company's
future value (including the unrealized value of
its properties and assets) as an independent going
concern.
(d) Prior to the consummation of any Business combination
and prior to any vote of the Company s stockholders
under Section (c) of this Article 6, a proxy statement
or information statement complying with the
requirements of the Securities Exchange Act of 1934, as
amended, shall have been mailed to all stockholders of
the Company for the purpose of informing the Company's
stockholders about such proposed Business Combination
and, if their approval is required by Section (c) of
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this Article 6, for the purpose of soliciting
stockholder approval of such Business Combination.
Such proxy statement or information statement shall
contain at the front thereof, in a prominent place, a
statement by the Continuing Directors of their position
on the advisability (or inadvisability) of the proposed
Business Combination.
(e) For the purpose of Sections (c), (d), (e) and (f) of
this Article 6:
1. The term "Business Combination" shall mean (a) any
merger, consolidation or share exchange of the
Company or any of its subsidiaries with or into an
Interested Stockholder, in each case irrespective
of which corporation or company is to be the
surviving entity, (b) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition to
or with an Interested Stockholder (in a single
transaction or a series of related transactions)
of all or a substantial part of the assets of the
Company (including without limitation any
securities of a subsidiary of the Company) or all
or a substantial part of the assets of any of its
subsidiaries; (c) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition to
or with the Company, or to or with any of its
subsidiaries (in a single transaction or series of
related transactions) of all or a substantial part
of the assets of an Interested Stockholder;
(d) the issuance or transfer by the Company or any
of its subsidiaries of any securities or the
Company or any of its subsidiaries to an
Interested Stockholder (other than an issuance or
transfer of securities which is effected on a
pro-rata basis to all stockholders of the
Company); (e) any acquisition by the Company or
any of its subsidiaries of any securities issued
by an Interested Stockholder; (f) any
recapitalization or reclassification of shares of
any class of voting stock of the Company or any
merger or consolidation of the Company with any of
its subsidiaries which would have the effect,
directly or indirectly, of increasing the
proportionate share of the outstanding shares of
any class of capital stock or the Company (or any
securities convertible into any class of such
capital stock) owned by any Interested
Stockholder; (g) any merger or consolidation of
the Company with any of its subsidiaries after
which the provisions of Sections (c), (d), (e) and
(f) of this Article 6 shall not appear in the
articles of organization (or the equivalent
charter documents) of the surviving entity;
(h) any plan or proposal for the liquidation or
dissolution of the Company; and (i) any agreement,
contract or other arrangement providing for any of
the transactions described in this definition of
Business Combination.
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2. The term Interested Stockholder shall mean any
individual, corporation, partnership or other
person or entity which, as of the record date for
the determination of stockholders entitled to
notice of and to vote on any Business Combination,
or immediately prior to the consummation of any
such Business Combination, is a Beneficial Owner
(as defined in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of
1934 as in effect at the date of the adoption of
the provisions contained in Sections (c), (d), (e)
and (f) of this Article 6 by the stockholders of
the Company) (the Exchange Act ) of shares of any
class or series of capital stock of the Company
which, when combined with the shares of such class
or series of stock of which any Affiliates or
Associates (as defined in Rule 12b-2 under the
Exchange Act) of such individual, corporation,
partnership or other person or entity are
Beneficial Owners, amount to ten percent (10%) or
more of the outstanding shares of such class or
series of stock and any Affiliate or Associate of
any such Interested Stockholder. Notwithstanding
the foregoing, Cooper Industries, Inc. ( Cooper )
and its Affiliates and Associates (together, the
Cooper Group ) shall not be deemed to be an
Interested Stockholder for so long as (A) the
Cooper Group beneficially owns at least 10% or
more of the outstanding shares of Common Stock
continuously from and after the Closing Date (as
defined in the Stock Purchase Agreement, dated as
of January 10, 1994, between Cooper and the
Company) and (B) the Cooper Group does not acquire
beneficial ownership of any shares of Common Stock
in breach of the Investment Agreement, dated as of
January 10, 1994, between Cooper and the Company
(other than an inadvertent breach which is
remedied as promptly as practical by a transfer of
the shares of Common Stock so acquired to a person
or entity which is not a member of the Cooper
Group).
3. The term Continuing Director shall mean any
director of the Company who was a director on
February 22, 1989, and any other director whose
election as a director was recommended or approved
by a majority of Continuing Directors.
4. Any action required to be taken by vote of the
Continuing Directors shall be effective only if
taken at a meeting at which a Continuing Director
Quorum is present. A Continuing Director Quorum
shall mean two-thirds of the Continuing Directors
capable of exercising the powers conferred upon
them under the provisions of these Articles of
Organization or the Bylaws of the Company or by
law.
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5. Whether or not any proposed sale, lease, exchange,
mortgage, pledge, transfer or other disposition of
part of the assets of any entity involves a
substantial part of the assets of such entity
shall be conclusively determined by a two-thirds
vote of the Continuing Directors; provided,
however, that any such determination shall be
effective only if made at a meeting at which a
Continuing Director Quorum was present; and
provided further that assets involved in any
single transaction or series of related transac-
tions having an aggregate Fair Market Value of
more than fifteen percent (15%) of the total
consolidated assets of an entity and its
subsidiaries as at the end of such entity's last
full fiscal year prior to such determination shall
always be deemed to constitute a substantial
part.
6. For the purposes of Subsection 1 of Section (c) of
this Article 6, the term other consideration to
be received shall include, without limitation,
Common Stock or other capital stock of the Company
retained by stockholders of the Company other than
any Interested Stockholders or parties to such
Business Combination in the event of a Business
Combination in which the Company is the surviving
corporation.
7. An Interested Stockholder shall be deemed to
have acquired a share of the capital stock of the
Company at the time when such Interested
Stockholder became the Beneficial Owner thereof.
With respect to shares owned by Affiliates or
Associates of an Interested Stockholder or other
persons whose ownership is attributed to an
Interested Stockholder under the foregoing
definition of Interested Stockholder, for purposes
of Subsection 8 of this Section (e), such
Interested Stockholder shall be deemed to have
purchased such shares at the higher of (a) the
price paid upon the acquisition thereof by the
Affiliate, Associate or other person who owns such
shares, or (b) the market price of the shares in
question at the time when the Interested
Stockholder became the Beneficial Owner thereof.
8. The terms Highest Per Share Price and Highest
Equivalent Price shall mean the following: If
there is only one class of capital stock of the
Company issued and outstanding, the Highest Per
Share Price shall mean the highest price that can
be determined to have been paid or offered to be
paid during the preceding five years by the
Interested Stockholder involved for any share or
shares of that class of capital stock. If there is
more than one class of capital stock of the
Company issued and outstanding, the Highest
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Equivalent Price shall mean with respect to each
class and series of capital stock of the Company,
the amount determined by two-thirds of the
Continuing Directors, on whatever basis they
believe to be appropriate, to be the highest per
share price equivalent to the highest price that
can be determined to have been paid or offered to
be paid during the preceding five years by the
Interested Stockholder involved or any Affiliate
or Associate of such Interested Stockholder for
any share or shares of any other class or series
of capital stock of the Company. In determining
the Highest Per Share Price and Highest Equivalent
Price, all purchases by such Interested
Stockholder or any such Affiliate or Associate
shall be taken into account regardless of whether
the shares were purchased before or after such
Interested Stockholder became an Interested
Stockholder. The Highest Per Share Price and the
Highest Equivalent Price shall include any
brokerage commissions, transfer taxes and
soliciting dealers fees paid by such Interested
Stockholder or any such Affiliate or Associate
with respect to the shares of capital stock of the
Company acquired by such Interested Stockholder or
such Affiliate or Associate. In the event any
Business Combination involving an Interested
Stockholder shall be proposed, the Continuing
Directors shall determine the Highest Equivalent
Price for each class and series of the capital
stock of the Company of which there are shares
issued and outstanding.
9. The term Fair Market Value shall mean (a) in the
case of stock, the highest closing sale price
during the thirty day period immediately preceding
the date in question of a share of such stock on
the Composite Tape for New York Stock Exchange
Listed Stocks, or, if such stock is not quoted on
the Composite Tape, on the New York Stock
Exchange, or if such stock is not listed on the
New York Stock Exchange, on the principal United
States securities exchange registered under the
Exchange Act on which such stock is listed, or if
such stock is not listed on any such exchange, the
highest closing bid quotation with respect to a
share of such stock during the thirty day period
preceding the date in question on the National
Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or,
if no such quotations are available, the fair
market value on the date in question of a share of
such stock as determined by a two-thirds vote of
the Continuing Directors, and (b) in the case of
property on the date in question as determined by
a two-thirds vote of the Continuing Directors;
provided, however, that any determination made by
the Continuing Directors pursuant to this
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Subsection 9 shall be effective only if made at a
meeting at which a Continuing Director Quorum was
present; and provided further that in the event
the number of Continuing Directors in office shall
be less than a Continuing Director Quorum, any
determination of fair market value that would
otherwise be made by a vote of the Continuing
Directors shall be made by a court of competent
jurisdiction.
(f) No proposal to amend or repeal Sections (c), (d), (e)
or (f) of this Article 6 may be authorized and approved
except by the affirmative vote of the holders of voting
stock entitling them to exercise eighty-five percent
(85%) of the voting power of the Company voting
together as a class, unless required to vote separately
by law or by other provisions of those Articles of
Organization or by the terms of the stock entitling
them to vote and, if a proposal upon which holders of
shares of a particular class or classes are so required
to vote separately, then by the affirmative vote of the
holders of shares entitling them to exercise
eighty-five percent (85%) of the voting power of each
such class or classes; provided, however, that the
provisions of this Section (f) shall not apply to any
such amendment or repeal of this Article 6 that has
been favorably recommended to the stockholders by
resolution of the Board of Directors adopted by a
two-thirds vote of the Continuing Directors at a
meeting at which a Continuing Director Quorum was
present, in which case any such amendment or repeal of
Sections (c), (d), (e) or (f) of this Article 6 may be
authorized and approved by the affirmative vote of such
number of the holders of voting stock as may be
required by law.
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We further certify that the foregoing restated articles of
organization effect no amendments to the article of organization
of the corporation as heretofore amended, except amendments to
the following article: NONE
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 31st day of July in the year 1995:
/S/ DAVID P. GRUBER WALLACE F. WHITNEY, JR. ESQ.
David P. Gruber Wallace F. Whitney, Jr. Esq
President Clerk
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THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B, Section 74)
I hereby approve the within restated articles of
organization and, the filing fee in the amount of $200.00 having
been paid, said articles are deemed to have been filed with me
this 31st day of July, 1995.
/S/ WILLIAM FRANCIS GALVIN
William Francis Galvin
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photo copy of restated articles of organization to be sent to:
Wallace F. Whitney, Jr., Esq.
Wyman-Gordon Company
244 Worcester Street, Box 8001
No. Grafton, MA 01536
Telephone: 508-839-4441
Copy Mailed
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