Exhibit (3)(a) to the Annual
Report on Form 10-K of
W.W. Grainger, Inc. for the
year ended December 31, 1994
RESTATED ARTICLES OF INCORPORATION
OF
W.W. GRAINGER, INC.
The Articles of Incorporation, as amended, of W.W. Grainger, Inc. are
restated to read as follows:
ARTICLE ONE
The name of the corporation is:
W.W. GRAINGER, INC.
The corporation has not adopted any amendments changing the
corporation's name since its initial incorporation.
The date of incorporation is December 27, 1928.
ARTICLE TWO
The name of its registered agent in the State of Illinois is CT
Corporation System and the address of its registered office in the State of
Illinois is c/o CT Corporation System, 208 South La Salle Street, Chicago,
Illinois 60604.
ARTICLE THREE
The duration of the corporation is perpetual.
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
To transact any and all lawful businesses for which a corporation
may be incorporated under the Business Corporation Act,
including, without limitation, to acquire, own, lease, use,
develop, improve, manage, mortgage, convey and otherwise
dispose of and deal in real property, improvements thereon or
appurtenant thereto, or any interest therein.
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ARTICLE FIVE
Paragraph 1: The aggregate number of shares which the corporation is
authorized to issue is 156,000,000 divided into two
classes. The designations of each class, the number of
shares of each class and the par value, if any, of the
shares of each class, or a statement that the shares of any
class are without par value, are as follows:
Par value per share or
Series No. of statement that shares
Class (if any) Shares are without par value
----- -------- ------- ----------------------
Common None 150,000,000 $0.50
Preferred As determined 6,000,000 $5.00
by Board of
Directors
Paragraph 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares
of each class are:
PREFERRED STOCK
---------------
(1) Authority is hereby vested in the Board of Directors (by adoption
of a resolution and filing and recording of a statement in
accordance with the laws of the State of Illinois) to divide any
or all of the authorized 6,000,000 shares of Preferred Stock into
series and, within the limitations provided by law, to fix and
determine:
(a)The rate per annum at which the holders of shares of any
such series shall be entitled to receive dividends out of
any funds of the corporation at that time legally available
for such purpose and as declared by the Board of Directors;
(b)The price or prices and other terms and conditions on
which shares of any such series of Preferred Stock shall
be redeemable;
(c)The amount or amounts per share to which holders of
shares of any such series of Preferred Stock shall be
entitled in the event of any voluntary or involuntary
dissolution, liquidation or winding up of the corporation;
(d)Sinking fund provisions for the redemption or purchase
of shares of any such series;
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(e)The terms and conditions on which shares of any such
series may be converted into shares of another class, if
the shares of any such series are issued with the
privilege of conversion; and
(f)The limitation or denial of voting rights, or the grant of
special voting rights for any such series.
(2) Any shares of Preferred Stock which are converted or redeemed
shall not be reissued but shall be canceled, and the corporation
shall take appropriate action to reduce the authorized number of
shares accordingly.
COMMON STOCK
(1) The holders of shares of Common Stock of the corporation are
entitled to receive dividends when and as declared by the Board of
Directors, and after provision for all dividends on the Preferred
Stock as hereinabove set forth, provided no dividend shall be
declared or paid hereunder unless it is declared and paid at the
same time and in the same manner on all outstanding shares of the
Common Stock.
(2) None of the shares of Common Stock of the corporation shall be
subject to mandatory redemption.
PREEMPTIVE RIGHTS
Except for the conversion of shares of Preferred Stock as may be
determined by the Board of Directors, no holder of shares of any class of the
corporation shall have any preemptive right to subscribe for or acquire
additional shares of the corporation of the same or any other class, or any
other securities convertible into or evidencing or accompanied by any right
to subscribe for, purchase or acquire shares of stock of any class of the
corporation, whether such shares be hereby or hereafter authorized; all such
additional shares may be sold for such consideration, at such time, and to
such person or persons as the Board of Directors may from time to time
determine, subject to the limitations hereinabove set forth.
ARTICLE SIX
The corporation has issued and outstanding 50,679,867 shares of
common stock $0.50 par value and its paid-in-capital is $102,933,230.*
*As of September 30, 1993.
ARTICLE SEVEN
Any action of the shareholders of the corporation shall be taken only at
an annual or special meeting of the shareholders of the corporation.
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ARTICLE EIGHT
Any amendment or restatement of the Articles of Incorporation of the
corporation which must be approved by the shareholders of the corporation
pursuant to the Business Corporation Act, and any plan of merger of the
corporation into a wholly-owned subsidiary (provided that the articles of
Incorporation of the surviving corporation in such merger require at least
the minimum voting requirements set forth in this Article Eight) which
must be approved by the shareholders of the corporation pursuant to the
Business Corporation Act, shall be adopted in the following manner:
(1) The Board of Directors shall adopt a resolution setting forth
the proposed amendment or plan of merger and directing that it be
submitted to a vote at a meeting of shareholders, which may be
either an annual or a special meeting;
(2) Written notice setting forth the proposed amendment, or plan
of merger or a summary thereof shall be given to each shareholder of
record within the time and in the manner provided in the Business
Corporation Act for the giving of notice of meetings of
shareholders;
(3) At such meeting a vote of the shareholders entitled to vote on
the proposed amendment or plan of merger shall be taken. The
proposed amendment or plan of merger shall be adopted upon receiving
the affirmative vote of at least a majority of the outstanding
shares entitled to vote on such amendment or plan of merger, unless
any class of shares is entitled to vote as a class in respect
thereof, in which event the proposed amendment or plan of merger
shall be adopted upon receiving the affirmative vote of the holders
of at least a majority of the outstanding shares of each class of
shares entitled to vote as a class in respect thereof and of the
total outstanding shares entitled to vote on such amendment or plan
of merger.
(4) Any number of amendments may be submitted to the
shareholders, and voted upon by them, at one meeting.
Anything herein to the contrary notwithstanding, this Article shall not
affect the vote required by the Business Corporation Act, for the approval of
any (i) merger other than a merger with a wholly-owned subsidiary; (ii)
consolidation; (iii) share exchange as described in present Section 11.10 of
the Business Corporation Act; (iv) dissolution; or (v) sale, lease or
exchange of all or substantially all of the assets of the corporation. Any
amendment of the corporation's Articles of Incorporation effecting any
decrease in the voting requirements for approval of the actions set forth in
clauses (i) through (v) of this paragraph shall be approved upon the
affirmative vote of that percentage of shareholders required for approval of
the action itself.
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ARTICLE NINE
A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (iii) under Section 8.65 of the Business
Corporation Act or any successor provision thereto, or (iv) for any
transaction from which the director derived an improper personal
benefit. If the Business Corporation Act is hereafter amended to permit
further elimination or limitation of the personal liability of directors,
then the liability of a director of the corporation shall be eliminated or
limited to the fullest extent permitted by the Business Corporation Act as so
amended. Any repeal or modification of this Article by the shareholders of
the corporation or otherwise shall not 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.
The undersigned corporation has caused these Restated Articles of
Incorporation to be signed by its duly authorized officers, each of whom
affirms, under penalties of perjury, that the facts stated herein are true
and that these Restated Articles of Incorporation were adopted by a majority
of the Board of Directors, in accordance with Section 10.15 of the Business
Corporation Act, shares having been issued but shareholder action not being
required for adoption.
Dated: June 9, 1994. W.W. GRAINGER, INC.
Attested by J.M. BAISLEY by D.W. GRAINGER
J.M. Baisley D.W. Grainger
Secretary Chairman and Chief Executive Officer*
*Authorized to sign this document.
[CORPORATE SEAL]
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