Exhibit 3(iv)
ARTICLES OF AMENDMENT
of
INVESTORS TITLE COMPANY
The undersigned corporation hereby submits these Articles of Amendment for the
purpose of amending its Articles of Incorporation to fix the designation,
preferences, limitations, and relative rights of a series of its Preferred
Stock:
1. The name of the corporation is Investors Title Company.
2. The following resolution relating to the fixing of the designation,
preferences, limitations, and relative rights of the Series A Junior
Participating Preferred Stock of the Corporation was duly adopted by the
Board of Directors of the Corporation at a meeting held on the 12th day of
November, 2002, without shareholder approval, which was not required
because the Articles of Incorporation, as amended, of the Corporation
provide that the Board of Directors may determine the preferences,
limitations, and relative rights of that class:
RESOLVED, that pursuant to the authority granted to and vested in the
Board of Directors of the Corporation (the "Board of Directors") by
the Articles of Incorporation, as amended, of the Corporation, the
Board of Directors hereby creates a series of Preferred Stock of the
Corporation and hereby states the designation and number of shares,
and fixes the preferences, limitations, and relative rights thereof as
follows:
1. Designation and Amount. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock"), and the number of shares constituting the
Series A Preferred Stock shall be 100,000. Such number of shares may
be increased or decreased by resolution of the Board of Directors;
provided that no decrease shall reduce the number of shares of Series
A Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the
conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
2. Dividends and Distributions.
(a) Subject to the rights of the holders of any shares of any
series of capital stock ranking prior and superior to the Series
A Preferred Stock with respect to dividends, the holders of
shares of Series A Preferred Stock, in preference to the holders
of Common Stock (as defined in paragraph 12 below), and of any
Junior Stock (as defined in paragraph 12 below), shall be
entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the 15th day of March,
June, September, and December in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A
Preferred Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 or (b) subject to the
provision for adjustment hereinafter set forth 100 times the
aggregate per share amount of all cash dividends, and 100 times
the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. If the
Corporation shall at any time after November 12, 2002 (the
"Rights Declaration Date") declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a
subdivision or combination of the outstanding shares of Common
Stock ( by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case
the amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (b) of
the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(b) The Board of Directors shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
subparagraph (a) above immediately after it declares a dividend
or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the event
no dividend or distribution shall have been declared on the
Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment
Date, a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such
shares of Series A Preferred Stock, unless the date of issue of
such shares is on or before the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue and be cumulative from the date of
issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and on or before such
Quarterly Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends
shall not bear interest. Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares of Series
A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.
3. Voting Rights. In addition to any other voting rights required by
law, the holders of shares of Series A Preferred Stock shall have the
following voting rights:
(a) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of
shareholders of the Corporation. If the Corporation shall at any
time after the Rights Declaration Date pay any dividend on Common
Stock payable in shares of Common Stock or effect a subdivision
or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of
shares of Common Stock, then in each such case the number of
votes per share to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator
of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.
(b) Except as otherwise provided herein or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of
Common Stock shall vote together as a single class on all matters
submitted to a vote of shareholders of the Corporation.
(c) Except as set forth herein or as otherwise provided in the
Articles of Incorporation, as amended, of the Corporation,
holders of Series A Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the
extent they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.
4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided
in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on
outstanding shares of Series A Preferred Stock shall have been
paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other
distributions on, or redeem or repurchase or otherwise
acquire for consideration, any shares of Junior Stock;
(ii) declare or pay dividends on or make any other
distributions on any shares of Parity Stock (as defined in
paragraph 12 below), except dividends paid ratably on the
Series A Preferred Stock and all such Parity Stock on which
dividends are payable or in arrears in proportion to the
total amounts to which the holders of all such shares are
then entitled;
(iii) redeem or repurchase or otherwise acquire for
consideration shares of any Parity Stock; provided, however,
that the Corporation may at any time redeem, repurchase or
otherwise acquire shares of any such Parity Stock in
exchange for shares of any Junior Stock; or
(iv) repurchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of Parity
Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of
Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration
any shares of stock of the Corporation unless the Corporation
could, under subparagraph (a) above, purchase or otherwise
acquire such shares at such time and in such manner.
5. Reacquired Shares. Any shares of Series A Preferred Stock purchased
or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and cancelled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a
new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth in this resolution, in the Articles
of Incorporation, as amended, of the Corporation or in any other
Articles of Amendment creating a series of Preferred Stock or any
similar stock or as otherwise required by law.
6. Liquidation, Dissolution or Winding Up. Upon any liquidation
(voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made (a) to the holders of
shares of Junior Stock unless, prior thereto, the holders of shares of
Series A Preferred Stock shall have received $1.00 per share, plus an
amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment;
provided that the holders of shares of Series A Preferred Stock shall
be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of Common
Stock, or (b) to the holders of Parity Stock, except distributions
made ratably on the Series A Preferred Stock and all such other Parity
Stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding
up. If the Corporation shall at any time after the Rights Declaration
Date pay any dividend on Common Stock payable in shares of Common
Stock or effect a subdivision or combination of the outstanding shares
of Common Stock (by reclassification or otherwise) into a greater or
lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Preferred Stock were
entitled immediately prior to such event under the proviso set forth
in (a) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
7. Consolidation, Merger, etc. If the Corporation shall enter into any
consolidation, merger, share exchange, combination or other
transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash or any other property, or
any combination of the foregoing, then in any such case each share of
Series A Preferred Stock shall at the same time be similarly exchanged
or changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate
amount of stock, securities, cash or any other property, as the case
may be, into which or for which each share of Common Stock is changed
or exchanged. If the Corporation shall at any time after the Rights
Declaration Date pay any dividend on Common Stock payable in shares of
Common Stock or effect a subdivision or combination of the outstanding
shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such
case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
8. No Redemption. The Series A Preferred Stock shall not be
redeemable.
9. Rank. The Series A Preferred Stock shall rank junior to all other
series and classes of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms
of any such series or class shall provide otherwise.
10. Amendment. The Articles of Incorporation, as amended, of the
Corporation, including, without limitation, this resolution, shall not
be amended in any manner (whether by merger, consolidation or
otherwise) so as to adversely affect the powers, preferences or
special rights of the Series A Preferred Stock without the affirmative
vote of the holders of a majority of the outstanding shares of Series
A Preferred Stock, voting separately as a class.
11. Fractional Shares. Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Preferred Stock.
12. Certain Definitions. As used herein with respect to the Series A
Preferred Stock, the following terms shall have the following
meanings:
(a) "Common Stock" means the common stock, no par value, of the
Corporation at the date hereof or any other stock resulting from
successive changes or reclassification of the common stock.
(b) "Junior Stock" means the Common Stock and any other class or
series of capital stock of the Corporation hereafter authorized
or issued over which the Series A Preferred Stock has preference
or priority as to the payment of dividends or distributions of
assets upon any liquidation, dissolution or winding up of the
Corporation.
(c) "Parity Stock" means any class or series of capital stock of
the Corporation hereafter authorized or issued ranking pari passu
with the Series A Preferred Stock as to the payment of dividends
or distributions of assets upon any liquidation, dissolution or
winding up of the Corporation.
IN WITNESS WHEREOF, Investors Title Company has caused these Articles of
Amendment, which were duly adopted by the Board of Directors of the
Corporation on November 12, 2002, to be signed by its Chief Executive
Officer on this 12th day of November, 2002.
INVESTORS TITLE COMPANY
B
By /s/ J. Allen Fine
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J. Allen Fine