Exhibit 3.1A
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
SECURITY CAPITAL CORPORATION
Pursuant to Section 242 of the Delaware
General Corporation Law
Security Capital Corporation, a Delaware corporation (the
"Corporation"), hereby certifies as follows:
FIRST: The name of the Corporation is Security Capital Corporation.
SECOND: The Restated Certificate of Incorporation of the Corporation
is hereby amended to effect a one-for-eight reverse split of the Common Stock
and of the Class A Common Stock by adding a new paragraph after the first
paragraph of Article FOURTH to read as follows:
"Simultaneously with the effective date of this amendment (the
"Effective Date"), each share of the Common Stock issued and
outstanding immediately prior to the Effective Date and each such
share held in the Corporation's treasury (the "Old Common Stock")
shall automatically and without any action on the part of the holder
thereof be reclassified as and changed into one-eighth (1/8) of a
share of the Common Stock, par value $.01 per share (the "Common
Stock"), subject to the treatment of fractional share interests as
described below, and each share of the Class A Common Stock issued and
outstanding immediately prior to the Effective Date and each such
share held in the Corporation's treasury (the "Old Class A Common
Stock") shall automatically and without any action on the part of the
holder thereof be reclassified and changed into one-eighth (1/8) of a
share of the Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), subject to the treatment of fractional share
interests as described below. Each holder of a certificate or
certificates which immediately prior to the Effective Date represented
outstanding shares of the Old Common Stock (the "Old Common
Certificates," whether one or more) or the Old Class A Common Stock
(the "Old Class A Common Certificates," whether one or more) shall be
entitled to receive upon surrender of the Old Common Certificates or
the Old Class A Common Certificates, as the case may be, to the
Corporation's Transfer Agent for cancellation, a certificate or
certificates representing the number of whole shares of the Common
Stock (the "Common Certificates") or the Class A Common Stock (the
"Class A Common Certificates") into which and for which the shares of
the Old Common Stock or the Old Class A Common Stock, as the case may
be, formerly represented by the Old
Common Certificates or the Old Class A Common Certificates, as the
case may be, so surrendered are reclassified under the terms hereof.
From and after the Effective Date, the Old Common Certificates shall
represent only the right to receive the Common Certificates (and,
where applicable, cash in lieu of fractional shares, as provided
below) pursuant to the provisions hereof, and the Old Class A Common
Certificates shall represent only the right to receive the Class A
Common Certificates (and, where applicable, cash in lieu of fractional
shares, as provided below). No certificate or scrip representing
fractional share interests in the Common Stock or the Class A Common
Stock will be issued, and no such fractional share interest will
entitle the holder thereof to vote or to any rights of a stockholder
of the Corporation. A holder of Old Common Certificates or Old Class
A Common Certificates shall receive, in lieu of any fraction of a
share of the Common Stock or the Class A Common Stock to which the
holder otherwise would be entitled, a cash payment equal to the
product of the number of shares of the Old Common Stock or the Old
Class A Common Stock which have not been reclassified into a whole
share of the Common Stock or the Class A Common Stock multiplied by
the average closing price of the Old Class A Common Stock on the
Pacific Stock Exchange, Inc. on the five most recent business days
preceding the Effective Date that the Old Class A Common Stock was
traded. If more than one Old Common Certificate or Old Class A Common
Certificate shall be surrendered at one time for the account of the
same stockholder, the number of full shares of the Common Stock or the
Class A Common Stock for which Common Certificates or Class A Common
Certificates shall be issued shall be computed on the basis of the
aggregate number of shares represented by the Old Common Certificates
or Old Class A Common Certificates so surrendered.
In the event that the Corporation's Transfer Agent determines
that a holder of Old Common Certificates or Old Class A Common
Certificates has not tendered all of his or her certificates for
exchange, the Transfer Agent shall carry forward any fractional share
until all certificates of such holder have been presented for exchange
so that payment for fractional shares to such holder shall not exceed
the value of one (1) whole share of the Common Stock or the Class A
Common Stock as a result of the rounding up of fractional shares. If
any Common Certificate or Class A Common Certificate is to be issued
in a name other than that in which the Old Common Certificates or the
Old Class A Common Certificates surrendered for exchange are issued,
the Old Common Certificates or the Old Class A Common Certificates so
surrendered shall be properly endorsed and otherwise in proper form
for transfer, and the person or persons requesting such exchange shall
affix any requisite stock transfer tax stamps to the Old Common
Certificates or the Old Class A Common Certificates surrendered, or
provide funds for their purchase, or establish to the satisfaction of
the Transfer Agent that such taxes are not payable."
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THIRD: This Certificate of Amendment of Restated Certificate of
Incorporation shall be effective as of March 27, 1996.
FOURTH: This Certificate of Amendment of Restated Certificate of
Incorporation was duly adopted by the requisite vote of the Board of Directors
and by the vote of the holders of a majority of the outstanding shares of the
Corporation entitled to vote thereon in accordance with Section 242 of the
Delaware General Corporation Law.
IN WITNESS WHEREOF, Security Capital Corporation has caused this
Certificate of Amendment of Restated Certificate of Incorporation to be executed
by its President and attested by its Assistant Secretary this 27th day of March,
1996.
SECURITY CAPITAL CORPORATION
By /s/A. George Gebauer
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A. George Gebauer
President
ATTEST:
/s/Grace Santacqua
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Grace Santacqua
Assistant Secretary
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