Exhibit 3i
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
TENNANT COMPANY
I, the undersigned, Roger L. Hale, the President and Chief Executive
Officer of Tennant Company, a Minnesota corporation (the "Company"), do hereby
certify that the Restated Articles of Incorporation of the Company were duly
adopted by the Board of Directors of the Company pursuant to Chapter 302A.135,
Subd. 5 of the Minnesota Statutes (by amendment and restatement of the Restated
Articles of Incorporation, as amended, in effect prior to the filing of these
Articles of Amendment) to read in their entirety as set forth in Appendix A
attached hereto. I further certify that the Restated Articles of Incorporation,
as so adopted are set forth in Appendix A attached hereto, merely restate (and
correctly set forth without change) the Restated Articles of Incorporation in
effect prior to the filing of these Articles of Amendment, as previously
amended.
IN WITNESS WHEREOF, I have subscribed my name hereto this 8th
day of August, 1989.
TENNANT COMPANY
/s/ Roger L. Hale
------------------------
Roger L. Hale, President
and Chief Executive Officer
APPENDIX A
RESTATED ARTICLES OF INCORPORATION
OF
TENNANT COMPANY
ARTICLE I
The name of this Corporation is Tennant Company.
ARTICLE II
The registered office of this Corporation is located at 701 North Lilac
Drive, Minneapolis, Minnesota 55422.
ARTICLE III
This Corporation is authorized to issue an aggregate of 11,000,000 shares,
10,000,000 of which shall be designated as Common Stock, having a par value of
$0.375 per share, and 1,000,000 of which shall be designated as Preferred Stock,
having a par value of $.02 per share. The Board of Directors is authorized to
establish one or more series of Preferred Stock, setting forth the designation
of each such series, and fixing the relative rights and preferences of each such
series.
ARTICLE IV
No shareholder of this Corporation shall have any cumulative voting rights.
ARTICLE V
No shareholder of this Corporation shall have any preemptive rights to
subscribe for, purchase, or acquire any shares of the Corporation of any class,
whether unissued or now or hereafter authorized, or any obligations or other
securities convertible into or exchangeable for any such shares.
ARTICLE VI
Any action required or permitted to be taken at a meeting of the Board of
Directors of this Corporation, other than an action requiring shareholder
approval, may be taken by written action signed by the number of directors that
would be required to take such action at a meeting of the Board of Directors at
which all directors are present.
ARTICLE VII
(a) Whether or not a vote of shareholders is otherwise required, the
affirmative vote of the holders of not less than two-thirds of the voting power
of the outstanding voting shares of the Corporation shall be required for (1)
the approval or authorization of any "Related Person Business Transaction" (as
hereinafter defined) involving the Corporation or (2) the approval or
authorization by the Corporation, in its capacity as a shareholder, of any
Related Person Business Transaction involving a "Subsidiary" (as hereinafter
defined) which requires the approval or authorization of the shareholders of the
Subsidiary; provided, however, that such two-thirds voting requirement shall not
be applicable if:
(i) The "Continuing Directors" (as hereinafter defined) of the
Corporation by a two-thirds vote (A) have expressly approved in advance the
acquisition of outstanding voting shares of the Corporation that caused each
"Related Person" (as hereinafter defined) involved in the Related Person
Business Transaction to become a Related Person or (B) have expressly approved
the Related Person Business Transaction; or
(ii) The Related Person Business Transaction is solely between the
Corporation and another corporation, one hundred percent of the voting shares of
which is owned directly or indirectly by the Corporation; or
(iii) The Related Person Business Transaction is a merger or
exchange and the cash or fair market value of the property, securities, or other
consideration to be received per share by holders of Common Stock of the
Corporation in the Related Person Business Transaction is not less than the
highest per-share consideration (with appropriate adjustments to reflect any
recapitalization, reclassification, stock split, reverse stock split, stock
dividend, and like distributions) paid by any Related Person involved in the
Related Person Business Transaction in acquiring any of the Corporation's Common
Stock;
(b) For the purposes of this Article VII:
(i) The term "Related Person Business Transaction" shall mean (A) any
merger of the Corporation or a "Subsidiary" (as hereinafter defined) with or
into a Related Person, (B) any exchange of shares of the Corporation or a
Subsidiary for shares of a Related Person which, in the absence of this Article,
would have required the affirmative vote of at least a majority of the voting
power of the outstanding shares of the Corporation entitled to vote or the
affirmative vote of the Corporation, in its capacity as a shareholder of the
Subsidiary, (C) any sale, lease, exchange, transfer, or other disposition (in
one transaction or a series of transactions), including without limitation a
mortgage or any other security device, of all or any "Substantial Part" (as
hereinafter defined) of the assets either of the Corporation (including without
limitation any voting securities of a Subsidiary) or of a Subsidiary to or
with a Related Person,
(D) any sale, lease, exchange, transfer, or other disposition (in one
transaction or a series of transactions) of all or any Substantial Part of the
assets of a Related Person to or with the Corporation or a Subsidiary, (E) the
issuance of any securities of the Corporation (except pursuant to stock
dividends, stock splits, or similar transactions which would not have the effect
of increasing the proportionate voting power of a Related Person) or of a
Subsidiary to a Related Person, (F) any recapitalization or reclassification
that would have the effect of increasing the proportionate voting power of a
Related Person, (G) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation at the time the Corporation has a Related
Person, and (H) any agreement, contract, arrangement, or understanding providing
for any of the transactions described in this definition of Related Person
Business Transaction.
(ii) The term "Related Person" shall mean and include (A) any person
or entity which, together with its Affiliates and Associates (both as
hereinafter defined), "beneficially owns" (as defined on March 1, 1983, in Rule
13d-3 under the Securities Exchange Act of 1934) in the aggregate 20 percent or
more of the outstanding voting shares of the Corporation, provided that
notwithstanding anything stated therein, any shares of capital stock of the
Corporation that any Related Person has the right to acquire pursuant to any
agreement, contract, arrangement, or understanding, or upon exercise of any
conversion right, warrant, or option, or otherwise shall be deemed beneficially
owned by the Related Person and (B) any Affiliate or Associate of any such
person or entity.
(iii) The term "Affiliate" shall mean, in the case of a specified
person or entity, a person or entity that directly, or indirectly through one or
more
intermediaries, controls, or is controlled by, or is under common control with,
the person or entity specified.
(iv) The term "Associate," used to indicate a relationship with a
specified person or entity, shall mean (A) any entity of which such specified
person or entity is an officer or partner or is, directly or indirectly, the
beneficial owner of 10 percent or more of any class of equity securities, (B)
any trust or other estate in which such specified person or entity has a
substantial beneficial interest or as to which such specified person or entity
serves as trustee or in a similar fiduciary capacity, and (C) any relative or
spouse of such specified person, or any relative of such spouse, who has the
same home as such specified person or who is a director or officer of such
specified entity or any of its parents or subsidiaries.
(v) The term "Substantial Part" shall mean more than 30 percent of
the fair market value of the total assets of the person or entity in question,
as reflected on the most recent balance sheet of such person or entity existing
at the time the shareholders of the Corporation would be required to approve or
authorize the Related Person Business Transaction involving the assets
constituting any such Substantial Part.
(vi) The term "other consideration to be received" shall include,
without limitation, Common Stock of the Corporation retained by its existing
public shareholders in the event of a Related Person Business Transaction in
which the Corporation is the surviving Corporation.
(vii) The term "Subsidiary" shall mean any corporation, a majority
of the equity securities of any class which are owned by the Corporation, by
another Subsidiary, or in the aggregate by the Corporation and one or more of
its Subsidiaries.
(viii) The term "Continuing Director" shall mean a director who was
a member of the Board of Directors of the Corporation either on March 1, 1983,
or immediately prior to the time that any Related Person involved in the Related
Person Business Transaction in question became a Related Person; provided that
in no event shall a Related Person involved in the Related Person Business
Transaction in question be deemed to be a Continuing Director.
(ix) The term "voting shares" shall mean all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, considered for the purposes of this Article as one class.
(c) The provisions set forth in this Article VII, including this
paragraph (c), may not be repealed or amended in any respect unless such action
is approved by the affirmative vote of the holders of not less than two-thirds
of the voting power of the outstanding voting shares of the Corporation.
ARTICLE VIII
No Director of the Corporation shall be personally liable to the
Corporation or its Shareholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that this Article shall not eliminate or
limit the liability of a Director to the extend provided by applicable law:
(i) for any breach of the Director's duty or 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 302A.559 or 80A.23 of the Minnesota Statutes.
(iv) for any transaction from which the Director derived an improper
benefit, or
(v) for any act or omission occurring prior to the effective date of
this Article. No amendment to or repeal of this Article shall 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.
ARTICLE IX
The business and affairs of the Corporation shall be managed by or under
the direction of a Board of Directors consisting of not less than five nor more
than eleven persons, who need not be shareholders. The number of directors may
be increased by the shareholders or Board of Directors or decreased by the
shareholders from the number of directors on the Board of Directors immediately
prior to the effective date of this Article IX; provided, however, that any
change in the number of directors on the Board of Directors (including, without
limitation, changes at annual meetings of shareholders) shall be approved by the
affirmative vote of not less than seventy-five percent (75%) of the votes
entitled to be cast by the holders of all then outstanding Voting Shares (as
defined in Article VII), voting together as a single class, unless such
change shall have been approved by a majority of the entire Board of Directors.
If such change shall not have been so approved, the number of directors shall
remain the same. The directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors.
At the 1989 annual meeting of shareholders, Class I directors shall be
elected for a one-year term, Class II directors for a two-year term and Class
III directors for a three-year term. At each succeeding annual meeting of
shareholders beginning in 1990, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class. In no case will
a decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting for the year in
which the director's term expires and until a successor shall be elected and
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Removal of a director from office
(including a director named by the Board of Directors to fill a vacancy or newly
created directorship), with or without cause, shall require the affirmative vote
of not less than seventy-five percent (75%) of the votes entitled to be cast by
the holders of all then outstanding Voting Shares, voting together as a single
class. Any vacancy on the Board of Directors that results from an increase in
the number of directors may be filled by a majority of the Board of Directors
then in office, any other vacancy occurring in the Board of Directors may be
filled by a majority of the
Directors then in office, although less than a quorum, or by a sole remaining
director. Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that of such
director' predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more
classes of preferred or preference stock issued by the Corporation shall have
the right, voting separately by class or series, to elect directors at an annual
or special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by or
pursuant to the applicable terms of these Articles of Incorporation, and such
directors so elected shall not be divided into classes pursuant to this Article
IX unless expressly provided by such terms.
No person (other than a person nominated by or on behalf of the Board of
Directors) shall be eligible for election as a director at any annual or special
meeting of shareholders unless a written request that his or her name be placed
in nomination is received from a shareholder of record by the Secretary of the
Corporation not less than 75 days prior to the date fixed for the meeting,
together with the written consent of such person to serve as a director.
Notwithstanding any other provisions of these Articles of Incorporation
(and notwithstanding the fact that a lesser percentage or separate class vote
may be specified by law or these Articles of Incorporation), the affirmative
vote of the holders of not less than seventy-five percent (75%) of the votes
entitled to be cast by the holders of all then outstanding Voting Shares, voting
together as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, this Article IX.
ARTICLES OF MERGER
OF
TENNANT TREND, INC.
WITH AND INTO
TENNANT COMPANY
Pursuant to Sections 302A.621 and 302A.651 of the Minnesota Business
Corporation Act (the "Act"), the undersigned officers of Tennant Company, a
Minnesota corporation ("Tennant") and the holder of all of the issued and
outstanding stock of Tennant Trend, Inc., a New York corporation ("Trend"),
hereby execute and file these Articles of Merger:
1. The Plan of Merger, which has been duly adopted by the Executive
Committee of the Board of Directors of Tennant, acting pursuant to authority
duly delegated by the Board of Directors of Tennant, is attached hereto as
Exhibit A.
2. The number of outstanding shares of each class and series of
capital stock of Trend and the number of such shares owned of record by Tennant
are as follows:
Designation of Number of Number of Shares
Class and Series Outstanding Shares Owned by Tennant
---------------- ------------------ ----------------
Common Stock, no par value 150 150
Dated this 13th day of April 1990
TENNANT COMPANY
By /s/ Roger L. Hale
---------------------------------
Its President and Chief Executive
Officer
And /s/ Janet M. Dolan
---------------------------------
Its Secretary
PLAN OF MERGER
Plan of Merger dated as of April 13, 1990, providing for the merger of
TENNANT TREND, INC., a New York corporation ("Trend"), and TENNANT COMPANY, a
Minnesota corporation ("Tennant") (Trend and Tennant are hereinafter sometimes
collectively referred to as the "Constituent Corporations" and each as a
"Constituent Corporation").
WITNESSETH:
WHEREAS, the authorized capital stock of Trend consists of 200 shares
of common stock, without par value ("Common Stock"), of which 150 shares have
been issued to Tennant and are outstanding as of the date hereof, constituting
all of the issued and outstanding shares of capital stock of Trend; and
WHEREAS, the Executive Committee of the Board of Directors of Tennant,
acting pursuant to authority duly delegated by the Board of Directors of
Tennant, has determined that it is desirable and in the best interests of
Tennant that Trend be merged with and into Tennant (the "Merger") on the terms
and conditions hereinafter set forth and in accordance with applicable
provisions of the laws of the States of Minnesota and New York that permit such
Merger.
NC.., THEREFORE, the Executive Committee of the Board of Directors of
Tennant has, by resolutions duly adopted, approved this Plan of Merger (the
"Plan"), as follows:
Exhibit A
1. THE MERGER.
Trend shall be merged with and into Tennant, in accordance with the terms
of the Plan and the applicable provisions of the Minnesota Business Corporation
Act and the New York Business Corporation Law, and Tennant shall be the
surviving corporation (the "Surviving Corporation").
2. EFFECTIVE TIME.
Articles of Merger (the "Articles") shall be delivered to the Secretary of
State of the State of Minnesota for filing pursuant to the laws of the State of
Minnesota and a Certificate of Merger (the "Certificate") shall be delivered to
the Department of State of the State of New York for filing pursuant to the laws
of the State of New York. The Merger shall become effective upon the later of
the filing of the Articles with the Secretary of State of the State of Minnesota
or the Certificate by the Department of State of the State of New York (the
"Effective Time").
3. ARTICLES OF INCORPORATION.
The Articles of Incorporation of Tennant in effect immediately prior to the
Effective Time shall become the Articles of Incorporation of the Surviving
Corporation at the Effective Time.
4. BY-LAWS
The By-Laws of Tennant in effect immediately prior to the Effective Time
shall become the By-Laws of the Surviving Corporation at the Effective Time
5. BOARD OF DIRECTORS AND OFFICERS.
The directors and officers of Tennant immediately prior to the
Effective Time shall be the directors and officers of the Surviving Corporation
and shall hold office until their respective successors are elected and have
qualified or as otherwise provided in the By-Laws of the Surviving Corporation.
6. CANCELLATION OF SHARES.
The manner and basis of canceling the shares of Common Stock of Trend shall
be as follows:
(a) Each share of Common Stock of Trend issued and outstanding immediately
prior to the Effective Time shall be canceled, null and void and cease to exist
as of the Effective Time, and no securities of the Surviving Corporation or any
other corporation, or any money or other property shall be issued in exchange
therefor.
(b) As soon as practicable after the Effective Time, Trend shall surrender
to the Surviving Corporation all certificates representing issued and
outstanding shares of Common Stock of Trend immediately prior to the Effective
Time, and upon such surrender such certificates shall be marked "Canceled" and
retained in the stock records of Trend by the secretary of the Surviving
Corporation.
7. EFFECT OF MERGER.
At the Effective Time, the separate existence of Trend shall cease and
Trend shall be merged with and into the Surviving Corporation. At the Effective
Time, the Surviving Corporation shall thereupon and thereafter possess all the
rights, privileges, immunities, powers, purposes and franchises, of a public as
well as of a private nature, of each of the Constituent Corporations, and be
subject to all the duties, liabilities and obligations of each of the
Constituent Corporations, and all and singular, the rights, privileges,
immunities, powers, purposes and franchises of each of the
Constituent Corporations, and all property, real, personal and mixed, and all
debts due to either of the Constituent Corporations on whatever account,
including subscriptions to shares, and all causes of action, choices in action
and every other interest of or belonging to or due to each of the Constituent
Corporations and every other asset of each of the Constituent Corporations,
shall vest in the Surviving Corporation without further act or deed; and all
property, rights, privileges, immunities, powers, purposes and franchises and
all and every other interest shall be thereafter as effectually the property of
the Surviving Corporation as they were of the respective Constituent
Corporations; and the title to any real estate or any interest therein, vested
by deed or otherwise, in either of the Constituent Corporations shall not revert
or be in any way impaired by reason of the Merger; but all rights of creditors,
all liens upon any property of either of the Constituent Corporations and all
liabilities, obligations and penalties due or to become due, all claims or
demands for any cause existing against either of the Constituent Corporations,
or any shareholder, officer or director thereof shall be preserved unimpaired
and shall not be released by reason of the Merger; and all debts, duties,
liabilities, obligations and penalties and all actions or proceedings, whether
civil or criminal, then pending by or against either of the Constituent
Corporations, or any shareholder, officer or director thereof shall thenceforth
attach to the Surviving Corporation, and may be enforced, prosecuted, settled or
compromised against the Surviving Corporation to the same extent as if said
debts, duties, liabilities, obligations and penalties and actions or proceedings
had been incurred or contracted by the Surviving Corporation and the Surviving
Corporation may be substituted in such action or proceeding in place of either
of the Constituent Corporations.
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
TENNANT COMPANY
I, Janet M. Dolan, the Vice President, General Counsel and Secretary
of Tennant Company, a Minnesota corporation, do hereby certify that the
following resolution as hereinafter set forth was adopted pursuant to Section
302A.437 of the Minnesota Statutes by the shareholders of said corporation, at a
duly held meeting on May 7, 1992.
RESOLVED, that Article III of the Restated Articles of Incorporation of
Tennant Company be and hereby is amended to read in its entirety as
follows:
ARTICLE III
This Corporation is authorized to issue an aggregate of
16,000,000 shares, 15,000,000 of which shall be designated as
Common Stock, having a par value of $0.375 per share, and
1,000,000 of which shall be designated as Preferred Stock, having
a par value of $.02 per share. The Board of Directors is authorized
to establish one or more series of Preferred Stock, setting forth the
designation of each such series, and fixing the relative rights and
preferences of each such series."
IN WITNESS WHEREOF, I have subscribed my name this 7th day of
May, 1992.
/s/ Janet M. Dolan
-----------------------------
Janet M. Dolan
Vice President, General Counsel
and Secretary
STATE OF MINNESOTA
Department of State
Filed
May 15, 1992
Joan Anderson Growe
ARTICLES OF MERGER
MERGING
CONTRACT APPLICATIONS, INC.
INTO
TENNANT COMPANY
Pursuant to Section 302A.621 of the Minnesota Business Corporation Act, the
undersigned, TENNANT COMPANY, a Minnesota corporation (hereinafter referred to
as the "Surviving Corporation"), which is the owner of all of the outstanding
capital stock of CONTRACT APPLICATIONS, INC., a Minnesota corporation
(hereinafter referred to as the "Subsidiary Corporation"), hereby executes and
files these Articles of Merger:
FIRST: The Plan of Merger, in the form of resolutions duly adopted by the
Board of Directors of the Surviving Corporation at a duly held meeting on May 6,
1993, is attached hereto as Exhibit A.
SECOND: The number of outstanding shares of each class and series of
capital stock of the Subsidiary Corporation and the number of shares of each
class and series owned by the Surviving Corporation are as follows:
Number of Shares
Owned by
Designation Number of
of Class and Series Outstanding Shares Surviving Corporation
-------------------- ------------------ ---------------------
Common Stock, par
value $.01 per share 100 100
THIRD: The Plan of Merger has been duly approved by the Surviving
Corporation under Section 302A.621 of the Minnesota Business Corporation Act.
FOURTH: The merger of the Subsidiary Corporation (CONTRACT APPLICATIONS,
INC.) with and into the Surviving Corporation (TENNANT COMPANY) shall be
effective upon the filing of these Articles of Merger with the Secretary of
State of Minnesota.
Dated this 22nd day of June, 1993.
TENNANT COMPANY
By /s/ Janet M. Dolan
---------------------------------
JANET M. DOLAN, its Secretary
Exhibit A
TENNANT COMPANY
Resolutions Adopted by
Board of Directors
on May 6, 1993
--------------
WHEREAS, Tennant Company (the "Company") owns all of the issued and
outstanding capital stock of Contract Applications, Inc., a Minnesota
corporation (the "Subsidiary"), consisting of 100 shares of Common Stock, par
value .01 per share; and
WHEREAS, the Company desires to effect the merger of the Subsidiary
with and into the Company pursuant to Section 302A.621 of the Minnesota Business
Corporation Act.
NOW THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and
into the Company pursuant to Section 302A.621 of the Minnesota Business
Corporation Act, in accordance with the further resolutions set forth below
(which resolutions shall constitute the Plan of Merger) and that the Company
(Tennant Company) shall be the surviving corporation.
RESOLVED FURTHER, that at the effective time of the merger, all of the
outstanding shares of capital stock of the Subsidiary shall be canceled, and no
securities of the Company or any other corporation, or any money or other
property, shall be issued in exchange therefor.
RESOLVED FURTHER, that the merger shall be effective upon the filing
of articles of merger with the Secretary of State of the State of Minnesota in
the manner required by law.
RESOLVED FURTHER, that any officer of the Company be and hereby is
authorized and directed to make and sign, for and on behalf of the Company,
articles of merger setting forth the foregoing Plan of Merger and such other
information as required by law, and to cause such articles to be filed for
record with the Secretary of State of the State of Minnesota in the manner
required by law.
RESOLVED FURTHER, that the officers of the Company, and each of them,
be and they hereby are authorized, for and on behalf of the Company, to take
such other action as such officers, or any of them, shall deem necessary or
appropriate to carry out the purpose of the foregoing resolutions.
STATE OF MINNESOTA
Department of State
FILED
JUN 30, 1993
Joan Anderson Growe
ARTICLES OF AMENDMENT
OF
RESTATED ARTICLES OF INCORPORATION
OF
TENNANT COMPANY
The undersigned, Bruce J. Borgerding, Secretary of Tennant Company, a
Minnesota corporation (the "Company"), hereby certifies (i) that Article III of
the Company's Restated Articles of Incorporation has been amended, effective at
the close of business on April 26, 1995 (the "Effective Time"), to read in its
entirety as follows:
"ARTICLE III
This Corporation is authorized to issue an aggregate of
31,000,000 shares, 30,000,000 of which shall be designated as
Common Stock, having a par value of $0.375 per share, and
1,000,000 of which shall be designated as Preferred Stock, having
a par value of $.02 per share. The Board of Directors is
authorized to establish one or more series of Preferred Stock,
setting forth the designation of each such series, and fixing the
relative rights and preferences of each such series."
(ii) that such amendment has been adopted in accordance with the requirements
of, and pursuant to, Chapter 302A of the Minnesota Statutes; (iii) that such
amendment was adopted pursuant to Section 302A.402, Subd. 3, of the Minnesota
Statutes in connection with a two-for-one division of the Company's Common
Stock; and (iv) that such amendment will not adversely affect the rights or
preferences of the holders of outstanding shares of any class or series of the
Company and will not result in the percentage of authorized shares that remains
unissued after such division exceeding the percentage of authorized shares that
were unissued before the division.
The division giving rise to the amendment set forth above concerns a
two-for-one division of the Common Stock of the Company. Such division is being
effected as follows:
(i) Effective at the Effective Time, each share of Common Stock
outstanding immediately prior to the Effective Time will be split and divided
into two shares of Common Stock of the Company, par value $0.375 per share, all
of which shall be validly issued, fully paid and nonassessable;
(ii) each stock certificate representing a share or shares of Common
Stock of the Company immediately prior to the Effective Time shall continue to
represent the same number of shares following the Effective Time; and
(iii) a stock certificate or certificates representing one
additional share of the authorized but previously unissued Common Stock of the
Company, par value $0.375 per share, for each share of Common Stock of the
Company outstanding immediately prior to the Effective Time shall be mailed or
delivered on April 26, 1995, or as soon thereafter as practicable. The record
date for determining the shareholders of record entitled to receive such stock
certificate or certificates with respect to Common Stock outstanding as of the
close of business on April 12, 1995, and remaining outstanding at the Effective
Time, shall be the close of business on April 12, 1995, and remaining
outstanding at the Effective Time, shall be the close of business on April 12,
1995. With respect to each share of Common Stock, if any, that is first issued
and becomes outstanding after the close of business on April 12, 1995, but prior
to the Effective Time and remains outstanding at the Effective Time, the stock
certificate for the additional share resulting from the division of any such
share of Common Stock shall be mailed or delivered to the first holder of record
to whom such share of Common Stock was issued.
The foregoing Articles of Amendment shall take effect at the Effective
Time previously stated herein.
IN WITNESS WHEREOF, I have subscribed my name this 30th day of March,
1995.
/s/ Bruce J. Borgerding
------------------------------
Bruce J. Borgerding
STATE OF MINNESOTA
Department of State
Filed
APR 05, 1995
Joan Anderson Growe