EXHIBIT 3.29
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of Merger,
filed on March 31, 2003, for AMERISTEEL CORPORATION, the surviving Florida
entity, as shown by the records of this office.
The document number of this entity is 195537.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
First day of April, 2003
GLENDA E. HOOD
------------------
Glenda E. Hood
Secretary of State
ARTICLES OF MERGER
OF
GERDAU FLORIDA, INC.
INTO
AMERISTEEL CORPORATION
GERDAU FLORIDA, INC., a Florida corporation ("Florida Co."), and
AMERISTEEL CORPORATION, a Florida corporation ("AmeriSteel"), in order to effect
the merger of Florida Co. with and into AmeriSteel (the "Merger") do hereby
certify as follows:
1. The Plan of Merger for the Merger is as set forth on Exhibit A
hereto (the "Plan of Merger"). Pursuant to the Plan of Merger, Florida Co. will
be merged with and into AmeriSteel and AmeriSteel with be the surviving
corporation.
2. These Articles and the Merger shall be effective upon filing
with the Secretary of State of the State of Florida (the "Effective Date").
3. Florida Co. and AmeriSteel are 80% or more owned subsidiaries
of Gerdau USA Inc. Pursuant to Section 607.1104 of the Florida Business
Corporation Act, approval of the shareholders of Florida Co. and AmeriSteel is
not required. The Board of Directors of Gerdau USA Inc. approved the Merger on
February 28, 2003.
IN WITNESS WHEREOF, the undersigned officers of Florida Co. and
AmeriSteel have executed these Articles of Merger as of the 31st day of March
2003.
GERDAU FLORIDA, INC.
By: Tom J. Landa
----------------------------
Tom J. Landa, President
AMERISTEEL CORPORATION
By: Tom J. Landa
----------------------------
Tom J. Landa, Vice President
EXHIBIT "A"
PLAN OF MERGER
BETWEEN
AMERISTEEL CORPORATION
AND
GERDAU FLORIDA, INC.
ARTICLE 1
General
A. The Merger. Upon the terms and subject to the conditions set forth in this
Agreement, at the Effective Time (as hereinafter defined), Gerdau Florida, Inc.,
a Florida corporation ("Florida Co.") shall be merged (the "Merger") with and
into AmeriSteel Corporation, a Florida corporation, (the "Corporation"),
whereupon the separate corporate existence of Florida Co. shall cease and the
Corporation shall be the surviving corporation (sometimes, the "Surviving
Corporation") and shall continue to be governed by the laws of the State of
Florida. Each of the Corporation and Florida Co. is a subsidiary of Gerdau USA,
Inc. with such parent corporation owning at least 80% of the outstanding shares
of each class of outstanding stock of each subsidiary. Accordingly, the Merger
shall be effected pursuant to the provisions of Section 604.1104, Florida
Statutes.
B. Articles of Merger: Effective Time. Thirty days (or the next business day
thereafter if such 30th day is a Saturday, Sunday or holiday) after notice of
the Plan of Merger has been mailed to the stockholders of Florida Co. and the
Corporation, in accordance with the provisions of Section 607.1104, Florida
Statutes, the parties hereto shall cause the Merger to be consummated by the
execution and filing of Articles of Merger with the Secretary of State of the
State of Florida (the "Articles of Merger"), together with the appropriate fees.
The merger shall become effective immediately upon the acceptance of the filing
of the Articles of Merger by the Secretary of State of the State of Florida. The
time and date when the Merger shall become effective is hereinafter referred to
as the "Effective Time".
C. Articles of Incorporation and Bylaws. At the Effective Time, the Articles of
Incorporation of the Corporation as in effect immediately prior to the Effective
Time shall be and remain the Articles of Incorporation of the Surviving
Corporation, until amended. At the Effective Time, the Bylaws of the Corporation
as in effect immediately prior to the Effective Time, shall be and remain the
Bylaws of the Surviving Corporation until amended.
D. Property and Liabilities of Constituent Corporations. The identity,
existence, purposes, powers objects, franchises, privileges, rights and
immunities of the Corporation shall continue unaffected and unimpaired by the
Merger and the corporate franchises, existence and rights of Florida Co. shall
be merged into the Corporation. The Surviving Corporation shall, from and after
the Effective Time, possess all the rights, privileges, powers and franchises of
whatsoever nature and description, of a public as well as of a private nature,
of Florida Co. and of the Corporation; all rights, privileges, powers and
franchises of each of the Corporation and of Florida Co., and all property,
real, personal, and mixed, and debts due to either of the
Corporation or of Florida Co. on whatever account shall be vested in the
Surviving Corporation; and all property, rights, privileges, powers, and
franchises, and all and every other interest shall be thereafter as effectually
the property of the Surviving Corporation as they were of the Corporation and
Florida Co. The title to any real estate vested by deed or otherwise in either
of the Corporation or Florida Co. shall not revert or be in any way impaired by
reason of the Merger. From and after the Effective Time, all rights of creditors
and all liens upon the property of Florida Co. shall be preserved unimpaired,
and all debts, liabilities, and duties of Florida Co. shall thenceforth attach
to the Surviving Corporation, and may be enforced against it to the same extent
as if said debts, liabilities, and duties had been incurred or contracted by it.
ARTICLES 2
Conversion and Exchange of Stock
A. Stock of the Corporation.
(a) Each share of common stock of the Corporation issued and
outstanding immediately prior to the Effective Time, other than the
shares owned by Gerdau USA Inc. ("Gerdau USA"), shall, by virtue of the
Merger and without any action on the part of the holder thereof, be
cancelled and converted into the right to receive 9.4617 common shares
of Gerdau AmeriSteel Corporation ("Gerdau AmeriSteel"). No fractional
shares of Gerdau AmeriSteel shall be issued, but each holder who would
otherwise be entitled to a fractional share shall instead be entitled
to receive an amount in cash (rounded to the nearest whole cent) equal
to the product of (i) the fraction multiplied by (ii) the closing price
of a Gerdau AmeriSteel share on the Toronto Stock Exchange on the last
business day immediately prior to the Effective Time multiplied by
(iii) the exchange rate for the U.S. Dollar Equivalent of a Canadian
Dollar on the last business day immediately prior to the Effective Time
as reported in the Exchange Rate chart in the Wall Street Journal.
(b) Each share of common stock of the Corporation issued and
outstanding immediately prior to the Effective Time that is owned by
Gerdau USA shall, by virtue of the Merger and without any action on the
part of the holder thereof, remain outstanding as one share of common
stock of the Corporation.
B. Stock of Florida Co. Each share of common stock of Florida Co. issued and
outstanding immediately prior to the Effective Time shall, by virtue of the
Merger and without any action on the part of the holder thereof, be cancelled.
C. Options of the Corporation. Each issued and outstanding stock option to
purchase shares of the Corporation's common stock (an "Option") granted under
any stock option or compensation plan or arrangement of the Corporation, whether
or not then exercisable, shall at the Effective Time be converted into an option
(the "Gerdau AmeriSteel Option") to acquire, on substantially the same terms and
conditions as were applicable under such Option immediately prior to the
Effective Time and which option shall be considered issued under and subject to
the terms of the applicable stock option plan, the number of Gerdau AmeriSteel
common shares determined by multiplying the number of shares of the
Corporation's common stock that were covered by such Option immediately prior to
the Effective Time by 9.4617 (the "Option Exchange Ratio") (rounded as
hereinafter provided) at a price per share (rounded up to the
nearest whole cent) equal to (i) the exercise price per share of the
Corporation's common stock immediately prior to the Effective Time under such
Option divided by (ii) the Option Exchange Ratio; provided, however, that with
respect to Options with the same exercise price and option term, the number of
Gerdau AmeriSteel common shares to be represented by the Gerdau AmeriSteel
Option shall be computed on an aggregate basis so as to create options for whole
Gerdau AmeriSteel common shares, with any then remaining financial share rounded
up the nearest whole share. As soon as practicable after the Effective Time,
Gerdau AmeriSteel shall deliver to each holder of an Option a stock option
agreement or certificate previously provided to such holder by the Corporation
and evidencing the Gerdau AmeriSteel Option and setting forth such holder's
rights pursuant thereto, including the number of Gerdau AmeriSteel common shares
purchasable under the converted stock option and replacement option agreement or
certificate and the corresponding exercise price thereunder. In addition, Gerdau
AmeriSteel shall take all corporate action necessary to reserve for issuance a
sufficient number of Gerdau AmeriSteel common shares for delivery upon exercise
of a Gerdau AmeriSteel Option. As soon as practicable after the Effective Time,
Gerdau AmeriSteel shall file a registration statement on Form S-8 (or any
successor or appropriate forms), or another appropriate form, with respect to
the shares of Gerdau AmeriSteel common stock subject to the Gerdau AmeriSteel
Options and shall use its reasonable best efforts to maintain the effectiveness
of such registration statement or registration statements (and maintain the
current status of the prospectus or prospectuses contained therein) for so long
as such Gerdau AmeriSteel Options remain outstanding.
D. Exchange of Stock Certificates. As of the Effective Time, all shares of the
Corporation's common stock previously outstanding, other than the shares owned
by Gerdau USA, shall no longer be outstanding and shall automatically be
cancelled and retired and shall cease to exist. Each holder of a certificate
representing any such shares shall cease to have any rights with respect
thereto, except the right to receive with respect to each share represented
thereby the consideration, if any, set forth in Section 2.1(a) and any cash in
lieu of fractional shares of Gerdau AmeriSteel common stock to be issued or paid
in consideration therefor upon the surrender of such certificate, without
interest. Immediately after the Effective Time, each holder of an outstanding
certificate or certificates therefore representing shares of the Corporation's
common stock shall surrender the same to the Surviving Corporation or to an
agent or agents designated by the Surviving Corporation, and shall thereupon be
entitled to receive such consideration, without interest.
STATE OF FLORIDA
DEPARTMENT OF STATE
I certify the attached is a true and correct copy of the Articles of Amendment,
filed on April 4, 2003, to Articles of Incorporation for AMERISTEEL CORPORATION
which changed its name to GERDAU AMERISTEEL US INC., a Florida corporation, as
shown by the records of this office.
The document number of this entity is 195537.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capitol, this the
Fourth day of April, 2003
Glenda E. Hood
Glenda E. Hood
Secretary of State
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMERISTEEL CORPORATION
DOCUMENT NO. 195537
Pursuant to the provisions of Section 607.1006, Florida Statutes, this
Florida corporation adopts the following Articles of Amendment to its Articles
of Incorporation:
1. The Amendment to the existing Amended and Restated Articles of
Incorporation being effected hereby is to delete Articles I of the Articles of
Incorporation and to substitute in its place the following:
************************************************
ARTICLES I
Name
The name of this corporation shall be:
Gerdau Ameristeel US Inc.
************************************************
2. This amendment to the Articles of Incorporation was approved by
written consent of the sole stockholder of this corporation on April 1, 2003.
3. These Articles of Amendment of the Articles of Incorporation shall
be effective immediately upon filing by the Florida Department of State.
IN WITNESS WHEREOF, the Corporation has executed these Articles of
Amendment of the Articles of Incorporation this 1st day of April, 2003.
Phillip E. Casey
---------------------------------------
Phillip E. Casey
President and CEO
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AMERISTEEL CORPORATION
ARTICLE I
The name of this corporation shall be:
AmeriSteel Corporation
ARTICLE II
The purpose for which the corporation is formed is to engage in any
lawful act or activity for which corporations may be organized under the laws of
the State of Florida.
ARTICLE III
3.1 General. The total number of shares of capital stock authorized to
be issued by the Corporation shall be 100,000,000 shares of Common Stock (the
"Common Stock"), par value $.01 per share, and 10,000,000 shares of Preferred
Stock (the "Preferred Stock"), par value $.01 per share.
(a) Preferred Stock. Shares of Preferred Stock may be issued
from time to time in one or more series. The Board of Directors of the
Corporation by resolution shall establish each series of Preferred Stock and fix
and determine the number of shares and the designations, preferences,
limitations and relative rights of each such series, provided that all shares of
the Preferred Stock shall be identical except as to the following relative
rights and preferences, as to which there may be variations fixed and determined
by the Board of Directors between different series:
(i) the rate or manner of payment of dividends;
(ii) whether the shares may be redeemed and, if
so, the redemption price and the terms and conditions of
redemption;
(iii) the amount payable upon shares in the event
of voluntary and involuntary liquidation;
(iv) sinking fund provisions, if any, for the
redemption or purchase of shares;
(v) the terms and conditions, if any, on which
the shares may be converted;
(vi) voting rights, if any; and
(vii) any other rights or preferences now or
hereafter permitted by the laws of the State of Florida as
variations between different series of preferred stock.
(b) Common Stock. The rights, powers, preferences,
privileges and limitations of shares of Common Stock shall be identical in all
respects.
(i) Every holder of Common Stock shall be entitled to
one vote in person or by proxy for each share of Common Stock
standing in his or her name on the transfer books of the
Corporation, in connection with all other matters submitted to
a vote of shareholders, except matters to be voted on
exclusively by holders of Preferred Stock or any class of
Preferred Stock.
(ii) Provided that required dividends, if any, on the
Preferred Stock have been paid or provided for, holders of
Common Stock shall be entitled to receive such dividends and
other distributions in cash, stock of any corporation or
property of the Corporation if, when and as may be declared
thereon by the Board of Directors from time to time out of
assets or funds of the Corporation legally available therefor
and shall share equally on a per share basis in all such
dividends and other distributions.
(iii) In the event of any dissolution, liquidation or
winding up of the affairs of the Corporation, whether
voluntary or involuntary, the assets and funds of the
Corporation, if any, available for distribution to
shareholders, and remaining after the payment to holders of
Preferred Stock of the amounts to which they are entitled,
shall be distributed equally on a per share basis to the
holders of Common Stock. For the purposes of this paragraph,
the voluntary sale, conveyance, lease, exchange or transfer
(for cash, shares of stock, securities or other consideration)
of all or substantially all of the assets of the Corporation
or a consolidation or merger of the Corporation with one or
more other corporations (whether or not the Corporation is the
corporation surviving such consolidation or merger) shall not
be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary.
3.2 No Preemptive Rights. No holder of any share or shares of Common
Stock and, unless otherwise specifically provided for in the terms of the
Preferred Stock, no holder of any share or shares of Preferred Stock, shall have
or be entitled to, as a matter of right solely by reason of such holding, any
preemptive or other right to subscribe for or purchase any number of such
additional shares of Common Stock or Preferred Stock (of the same class or
otherwise), as the case may be, (or any other class or series of capital stock
now or hereafter authorized for issuance by the Corporation) as may be issued by
the Corporation from time to time, whether such additional shares are issued for
cash, property, services or any other consideration and whether or not such
shares are now authorized or are authorized by subsequent amendment to these
Articles of Incorporation, nor shall any such holder have or be entitled to, as
a matter of right solely by reason of such holding, any preemptive or other
right to subscribe for or purchase securities convertible into or exchangeable
for shares of the Corporation or to which there shall be attached or appertain
any warrants or rights entitling the holders thereof to purchase or subscribe
for such shares.
3.3 Payment for Stock. The consideration for the issuance of shares of
capital stock may be paid, in whole or in part, in cash, in promissory notes, in
other property (tangible or intangible), in labor or services actually performed
for the Corporation, in promises to perform services in the future evidenced by
a written contract, or in other benefits to the Corporation at a fair valuation
to be fixed by the Board of Directors. When issued, all shares of capital stock
shall be fully paid and nonassessable.
3.4 Treasury Stock. The Board of Directors of the Corporation shall
have the authority to acquire by purchase and hold from time to time any shares
of its issued and outstanding capital stock for such consideration and upon such
terms and conditions as the Board of Directors in its discretion shall deem
proper and reasonable in the interests of the Corporation.
ARTICLE IV
The number of directors of the corporation shall be as from time to
time fixed by, or in the manner provided in, the corporation's by-laws.
IN WITNESS WHEREOF, the undersigned President and Secretary of
AmeriSteel Corporation have executed the foregoing Amended and Restated Articles
of Incorporation on behalf of AmeriSteel Corporation on this 27th day of March,
2001.
AMERISTEEL CORPORATION
By: /s/ Phillip E. Casey
------------------------------
Phillip E. Casey, President
By: /s/ Tom J. Landa
------------------------------
Tom J. Landa, Secretary
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMERISTEEL CORPORATION
AMERISTEEL CORPORATION, a corporation organized and existing under the
laws of the State of Florida (the "Corporation"), in order to amend its Articles
of Incorporation as now in effect (the "Articles of Incorporation"), in
accordance with the requirements of Chapter 607, Florida Statutes, does hereby
certify as follows:
1. The name of the Corporation is AMERISTEEL CORPORATION and its
Document Number with the Florida Department of State is 195537.
2. The amendment being effected hereby (the "Amendment") was duly
adopted and approved by the Board of Directors of the Corporation by the
execution of a written consent effective as of March 29, 2001. Approval of the
Amendment does not require the approval of the holders of the Corporation's
voting common stock.
3. These Articles of Amendment of the Articles of Incorporation of
AmeriSteel Corporation (these "Articles of Amendment") shall be effective upon
filing hereof with the Department of State of the State of Florida.
4. The amendment to the Articles of Incorporation being effected
hereby is to add a new Section 3.1(c) to the existing Article IV of the Articles
of Incorporation to designate a series of preferred stock to be known as "Series
A Preferred Stock" and the following specifies the preferences, limitations and
relative rights of such preferred stock:
******************
(c) Series A Preferred Stock
(i) Designation of New Series. There is hereby created a new
series of Preferred Stock of the Corporation created out of the
authorized but unissued shares of the capital stock of the Corporation,
such series to be designated and known as Series A Preferred Stock (the
"Series A Preferred Stock"), to consist of 1,000,000 shares, par value
$.01 per share, of which the preferences and relative and other rights,
and the qualifications, limitations or restrictions thereof, shall be
as set forth herein.
(ii) Cash Dividends. Each issued and outstanding share of
Series A Preferred Stock shall entitle the holder of record thereof to
receive, out of any funds legally available therefor, when and as
declared by the Board of Directors, dividends at a rate of $.475 per
share for each six calendar month period from and after April 1, 2001
(i.e., April 1 through September 30, and October 1 through March 31 of
each year), with a pro-rata accrual for any partial period. If such
dividends are not declared and paid currently on Series A Preferred
Stock, such dividends shall accrue and become cumulative, but no
interest shall be earned as a result of any such deferred payment.
(iii) Voting Rights. The Series A Preferred Stock shall
carry no voting rights other than as required by law.
(iv) Liquidation. In the event of the liquidation,
dissolution, or winding up, whether voluntary or involuntary, of the
Corporation, before any distribution or payment shall be made to the
holders of Common Stock, the holders of the Series A Preferred Stock
shall be entitled to be paid Ten Dollars ($10.00) per share with
respect to all outstanding Series A Preferred Stock owned by them, plus
all dividends accrued and unpaid on such Series A Preferred Stock. If,
upon any such liquidation, dissolution, or other winding up of the
affairs of the corporation, the net assets of the corporation
distributable among the holders of all outstanding shares of the Series
A Preferred Stock shall be insufficient to permit the payment in full
to such holders of the preferential amounts to which they are entitled,
then the entire net assets of the corporation shall be distributed
among the holders of the Series A Preferred Stock ratably in proportion
to the full amounts to which they would otherwise be respectively
entitled.
(v) Redemption. The Series A Preferred Stock shall be
redeemable, in whole or in part, at the option of the Corporation by
resolution of its Board of Directors, at any time and from time to
time, at a price equal to Ten Dollars ($10.00) for each share of Series
A Preferred Stock to be redeemed, plus all dividends accrued and unpaid
on such Series A Preferred Stock, if any, up to the date fixed for
redemption, upon the Corporation's giving the holder at least sixty
(60) days advance written notice of such redemption.
******************
5. Any reference in the Amendment to "these Articles of Incorporation"
or any other reference of similar import shall be deemed a reference to the
Articles of Incorporation as amended by the Amendment.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed these Articles of Amendment of the Articles of Incorporation of
AmeriSteel Corporation as of the 29th day of March 2001.
AMERISTEEL CORPORATION
By: /s/ Tom J. Landa
-----------------------------------------
Tom J. Landa, Chief Financial Officer,
and Director
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
AMERISTEEL CORPORATION
AMERISTEEL CORPORATION, a corporation organized and existing under the
laws of the State of Florida (the "Corporation"), in order to amend its Articles
of Incorporation as now in effect (the "Articles of Incorporation"), in
accordance with the requirements of Chapter 607, Florida Statutes, does hereby
certify as follows:
1. The name of the Corporation is AMERISTEEL CORPORATION and its
Document Number with the Florida Department of State is 195537.
2. The amendment being effected hereby (the "Amendment") was duly
adopted and approved by the Board of Directors of the Corporation by the
execution of a written consent effective as of February __, 2003. Approval of
the Amendment does not require the approval of the holders of the Corporation's
voting common stock.
3. These Articles of Amendment of the Articles of Incorporation of
AmeriSteel Corporation (these "Articles of Amendment") shall be effective upon
filing hereof with the Department of State of the State of Florida.
4. The amendment to the Articles of Incorporation being effected
hereby is to add a new Section 3.1(d) to the existing Article IV of the Articles
of Incorporation to designate a series of preferred stock to be known as "Series
B Preferred Stock" and the following specifies the preferences, limitations and
relative rights of such preferred stock:
******************
(d) Series B Preferred Stock
(i) Designation of New Series. There is hereby created a new
series of Preferred Stock of the Corporation created out of the
authorized but unissued shares of the capital stock of the Corporation,
such series to be designated and known as Series B Preferred Stock (the
"Series B Preferred Stock"), to consist of 1,250,000 shares, par value
$.01 per share, of which the preferences and relative and other rights,
and the qualifications, limitations or restrictions thereof, shall be
as set forth herein.
(ii) Cash Dividends. Each issued and outstanding share of
Series B Preferred Stock shall entitle the holder of record thereof to
receive, out of any funds legally available therefor, when and as
declared by the Board of Directors, dividends at a rate of $.75 per
share for each six calendar month period from and after August 30, 2003
(i.e., September 1 through February 28, and March 1 through August 30),
with a pro-rata accrual for any partial period. If such dividends are
not declared and paid currently on Series B Preferred Stock, such
dividends shall accrue and become cumulative, but no interest shall be
earned as a result of any such deferred payment.
(iii) Voting Rights. The Series B Preferred Stock shall carry
no voting rights other than as required by law.
(iv) Liquidation. In the event of the liquidation,
dissolution, or winding up, whether voluntary or involuntary, of the
Corporation, before any distribution or payment shall be made to the
holders of Common Stock, the holders of the Series B Preferred Stock
shall be entitled to be paid Twenty Dollars ($20.00) per share with
respect to all outstanding Series B Preferred Stock owned by them, plus
all dividends accrued and unpaid on such Series B Preferred Stock. If,
upon any such liquidation, dissolution, or other winding up of the
affairs of the corporation, the net assets of the corporation
distributable among the holders of all outstanding shares of the Series
B Preferred Stock shall be insufficient to permit the payment in full
to such holders of the preferential amounts to which they are entitled,
then the entire net assets of the corporation shall be distributed
among the holders of the Series B Preferred Stock ratably in proportion
to the full amounts to which they would otherwise be respectively
entitled.
(v) Redemption. The Series B Preferred Stock shall be
redeemable, in whole or in part, at the option of the Corporation by
resolution of its Board of Directors, at any time and from time to
time, at a price equal to Twenty Dollars ($20.00) for each share of
Series B Preferred Stock to be redeemed, plus all dividends accrued and
unpaid on such Series B Preferred Stock, if any, up to the date fixed
for redemption, upon the Corporation's giving the holder at least sixty
(60) days advance written notice of such redemption.
******************
5. Any reference in the Amendment to "these Articles of Incorporation"
or any other reference of similar import shall be deemed a reference to the
Articles of Incorporation as amended by the Amendment.
IN WITNESS WHEREOF, the undersigned officer of the Corporation has
executed these Articles of Amendment of the Articles of Incorporation of
AmeriSteel Corporation as of the 17th day of February 2003.
AMERISTEEL CORPORATION
By: /s/ Tom J. Landa
-----------------------------------------
Tom J. Landa, Chief Financial Officer,
and Director