EXHIBIT 3.1(B)
CERTIFICATE OF AMENDMENT
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TO
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CERTIFICATE OF INCORPORATION
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OF
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FOUNTAIN VIEW, INC.
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IT IS HEREBY CERTIFIED THAT:
1. The name of the Corporation is Fountain View, Inc. (hereinafter, the
"Corporation").
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2. The Certificate of Incorporation of the Corporation is hereby amended
as follows:
2.1. Section 4.2 of Article 4 is hereby amended by deleting the text
thereof in its entirety and inserting in lieu thereof the following:
"4.2 Common Stock. Upon any liquidation, dissolution or winding up
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of the Corporation, whether voluntary or involuntary, after payment in
full of the Liquidation Value of the Series A Preferred Stock and the
liquidation value of any other series of Preferred Stock which may
from time to time come into existence, the assets available for
distribution to the holders of Common Stock shall be distributed
ratably among the holders of (a) the Series A Common Stock and the
Series B Common Stock, on the one hand, and (b) the holders of the
Series C Common Stock, on the other, based on the relative number of
shares of Common Stock outstanding and held by such holders, provided
that for all purposes of this Section 4.2 the aggregate number of
outstanding shares of Series A Common Stock and Series B Common Stock
shall be deemed to be the number of shares of Series A Common Stock
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and Series B Common Stock then outstanding plus the number of shares
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of Series B Common Stock previously outstanding but forfeited pursuant
to Article II of the Stockholders Agreement dated as of March 27, 1998
by and among the Corporation, Robert Snukal, Sheila Snukal, William
Scott, Heritage Fund II, L.P. and certain other parties, as amended
from time to time."
2.2. Section 5 of Article 4 is hereby amended by inserting after
Section 5.2 a new Section 5.3, as follows:
"5.3 Mandatory Redemption.
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(a) The Corporation shall, on the first business day following May 1,
2010 (or, if the Corporation's 11 1/4% Senior Subordinated Notes due 2008 have
not then been paid in full, immediately after the date on which such Notes have
been paid in full), redeem all shares of Series A Preferred Stock then
outstanding, out of funds legally available therefor, at a price per share equal
to the Liquidation Value as of the date of redemption. Such redemption shall be
made by paying such amount to the record holders of the Series A Preferred Stock
and shall be accompanied by written notice specifying the number of shares that
are being redeemed from each holder. In the event the funds legally available
to redeem shares of Series A Preferred Stock are insufficient to redeem all of
the outstanding shares of Series A Preferred Stock, the Corporation shall redeem
the maximum number of shares of Series A Preferred Stock that the Corporation
has funds legally available therefor on a pro rata basis among the holders of
Series A Preferred Stock and shall quarterly thereafter redeem the maximum
number of shares of Series A Preferred Stock that the Corporation has funds
legally available therefor on a pro rata basis among the holders of Series A
Preferred Stock, at the then applicable Liquidation Value. All such redemptions
shall be pro rata among the holders of Series A Preferred Stock.
(b) Promptly after each record holder of Series A Preferred Stock has
received payment of the Liquidation Value thereof pursuant to this Section 5.3,
such holder shall surrender certificates evidencing the Series A Preferred Stock
so redeemed, and shall thereupon be entitled to receive a replacement
certificate for any shares not redeemed.
(c) After any payment under this Section, the redeemed shares shall
be canceled on the Corporation's records and shall cease to be outstanding."
3. That such amendment has been duly adopted in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.
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The foregoing Certificate of Amendment has been signed and attested as of
April 30, 1998.
/s/ Robert Snukal
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Robert Snukal, President
ATTEST:
/s/ Sheila Snukal
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Sheila Snukal, Secretary
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