CERTIFICATE OF AMENDMENT TO THE ARTICLES
OF INCORPORATION
For Use by Domestic Profit Corporations
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972
(profit corporations), or Act 162, Public Acts of 1982 (nonprofit
corporations), the undersigned corporation executes the following
Certificate:
1. Present name of the corporation is:
Champion Enterprises, Inc.
2. The identification number assigned by the Bureau is:
419-343
3. The location of the registered office is:
30600 Telegraph Road, Bingham Farms, Michigan 48025
4. Article III of the Articles of Incorporation is hereby
amended to read as follows:
As set forth on Exhibit A
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE
UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING
OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE
SECTION (b). DO NOT COMPLETE BOTH.
b. X The foregoing amendment to the Articles of Incorporation
was duly adopted on the 29th day of April, 1996. The amendment:
X was duly adopted in accordance with Section 611(2) of the
Act by the vote of the shareholders if a profit corporation, or
by the vote of the shareholders or members if a nonprofit
corporation, or by the vote of the directors if a nonprofit
corporation organized on a nonstock directorship basis. The
necessary votes were cast in favor of the amendment.
Signed this 30th day of April, 1996
By: /s/ LOUIS M. BALIUS
Louis M. Balius, Vice President-Secretary
and General Counsel
Name of person or organization
remitting fees:
Champion Enterprises, Inc.
Preparer's name and business
telephone number:
Colleen T. Bauman
Assistant Secretary
(810)340-7731
EXHIBIT A
ARTICLE III
The total number of shares of stock which the corporation
shall have authority to issue is 80,000,000 shares, of which
75,000,000 shares shall be Common Stock of the par value of $1.00
each ("Common Stock"), and 5,000,000 shares shall be Preferred
Stock of no par value ("Preferred Stock").
Preferred Stock
The Board of Directors is authorized at any time and from
time to time to provide for the issuance of shares of Preferred
Stock in one or more series with such voting powers, full or
limited, or without voting powers, and with such designations,
preferences and relative participating, optional or other special
rights, and qualifications, limitations or restrictions thereof
as shall be expressed in the resolution or resolutions
establishing such series and providing for the issuance thereof
adopted by the Board of Directors and as are not expressed in
these Articles of Incorporation as hereafter amended, including,
without limiting the generality of the foregoing, the following:
(1) the designation and number of shares of such series;
(2) the dividend rate of such series, the conditions and
dates upon which such dividends shall be payable, the
preference or relation of such dividends to dividends
payable on any other class or classes of capital stock
of the corporation, and whether such dividends shall be
cumulative or noncumulative;
(3) whether the shares of such series shall be subject to
redemption by the corporation, and, if made subject to
such redemption, the times, prices, rates, adjustments
and other terms and conditions of such redemption;
(4) the terms and amount of any sinking or similar fund
provided for the purchase or redemption of the shares
of such series;
(5) whether the shares of such series shall be convertible
into or exchangeable for shares of capital stock or
other securities of the corporation or of any other
corporation, and, if provision be made for conversion
or exchange, the times, prices, rates, adjustments and
other terms and conditions of such conversion or
exchange;
(6) the extent, if any, to which the holders of the shares
of such series shall be entitled to vote as a class or
otherwise with respect to the election of directors or
otherwise;
(7) the restrictions and conditions, if any, upon the issue
or reissue of any additional Preferred Stock ranking on
a parity with or prior to such shares as to dividends
or upon dissolution;
(8) the rights of the holders of the shares of such series
upon the dissolution of, or upon the distribution of
assets of, the corporation, which rights may be
different in the case of voluntary dissolution than the
case of involuntary dissolution; and
(9) any other relative rights, preferences or limitations
of shares of such series consistent with this Article
and applicable law.
The powers, preferences and relative participating, optional
and other special rights of each series of Preferred Stock, and
the qualifications, limitations or restrictions thereof, if any,
may differ from those of any and all other series at any time
outstanding. All shares of any one series of Preferred Stock
shall be identical in all respects with all other shares of such
series, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon
shall be cumulative. The terms of any series of Preferred Stock
may be amended without consent of the holders of any other series
of Preferred Stock or of the Common Stock, provided such
amendment does not adversely affect the holders of such other
series of Preferred Stock or the Common Stock.
Shares of any series of Preferred Stock which have been
issued and reacquired in any manner and are not held as treasury
shares, including shares redeemed by purchase (whether through
the operation of a retirement or sinking fund or otherwise), will
have the status of authorized and unissued Preferred Stock and
may be reissued as a part of the series of which they were
originally a part or may be reclassified into and reissued as a
part of a new series.
Series A Preferred Stock, No Par Value
A. Designation and Amount. The shares of such series
shall be designated as "Series A Preferred Stock, no par value,"
and the number of shares constituting such series shall be
300,000.
B. Dividends and Distributions.
(1) Subject to any prior and superior rights of the
holders of any series of Preferred Stock ranking prior and
superior to the shares of Series A Preferred Stock with respect
to dividends that may be authorized by the Articles of
Incorporation, the holders of shares of Series A Preferred Stock
shall be entitled prior to the payment of any dividends on shares
ranking junior to the Series A Preferred Stock 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 last day of January, April, July and October 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, par
value $1.00 per share, of the Corporation (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. In the event the Corporation shall at
any time after February 5, 1996 (the "Rights Declaration Date")
(i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number
of shares, 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.
(2) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (1) 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.
(3) 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 prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue 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 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 30 days prior to the date fixed for the payment thereof.
(4) Dividends in full shall not be declared or paid or
set apart for payment on the Series A Preferred Stock for a
dividend period terminating on the Quarterly Dividend Payment
Date unless dividends in full have been declared or paid or set
apart for payment on the Preferred Stock of all series (other
than series with respect to which dividends are not cumulative
from a date prior to such dividend date) for the respective
dividend periods terminating on such dividend date. When the
dividends are not paid in full on all series of the Preferred
Stock, the shares of all series shall share ratably in the
payment of dividends, including accumulations, if any, in
accordance with the sums which would be payable on said shares if
all dividends were declared and paid in full.
C. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(1) 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 voted on at a meeting of the shareholders of the
Corporation. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend
on Common Stock payable in shares of Common Stock, or (ii)
subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares,
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.
(2) 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 one
voting group on all matters voted on at a meeting of
shareholders of the Corporation.
(3) Except as set forth herein, 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.
D. Certain Restrictions.
(1) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided
in Section B. are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared,
on shares of Series A Preferred Stock outstanding shall have been
paid in full, the Corporation shall not:
(a) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock;
(b) declare or pay dividends on or make any other
distributions on any shares or stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, 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;
(c) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, provided that
the Corporation may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in
exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock;
(d) purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock or any shares of
stock ranking on a parity with the Series A Preferred 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.
(2) 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 paragraph (A) of this Section 5,
purchase or otherwise acquire such shares at such time and in
such manner.
E. Liquidation, Dissolution or Winding Up.
(1) Upon any liquidation, dissolution or winding up of
the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $100.00 per share, plus an
amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to
the date of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A
Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Preferred Stock unless,
prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to
the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) 100 (as appropriately adjusted as set forth in
subparagraph (3) below to reflect such events as stocks splits,
stock dividends and recapitalizations with respect to the Common
Stock (such number in clause (ii), the "Adjustment Number").
Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of
all outstanding shares of Series A Preferred Stock and Common
Stock, respectively, holders of Series A Preferred Stock and
holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed.
(2) In the event, however, that there are not
sufficient assets available to permit payment in full of the
Series A Liquidation Preference and the liquidation preferences
of all other series of Preferred Stock, if any, which rank on a
parity with the Series A Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences.
In the event, however, that there are not sufficient assets
available to permit payment in full of the Common Adjustment,
then such remaining assets shall be distributed ratably to the
holders of Common Stock.
(3) In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such
case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment 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.
F. Merger, Consolidation. etc. In case the Corporation
shall enter into any merger, consolidation, combination or other
transaction in which the shares of Common Stock are exchanged or
changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Preferred
Stock shall at the same time be similarly exchanged or changed in
an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to
100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, 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.
G. Redemption. The shares of Series A Preferred Stock
shall not be redeemable.
H. Ranking. The Series A Preferred Stock shall rank on a
parity with all other series of the Corporation's Preferred Stock
as to the payment of dividends and other distribution of assets,
unless, in accordance with authorization in the Articles of
Incorporation, the terms of any such series shall provide
otherwise.
I. Amendment. The Articles of Incorporation of the
Corporation shall not be further amended in any manner which
would alter or change the powers, preferences or special rights
of the Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority of the
outstanding shares of Series A Preferred Stock, voting separately
as one voting group.
J. 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.
Common Stock
Each holder of Common Stock shall be entitled to one vote
for each share of Common Stock held of record on all matters on
which shareholders generally are entitled to vote. Subject to
the provisions of law and the rights of the Preferred Stock and
any other class or series of stock having a preference as to
dividends over the Common Stock then outstanding, dividends may
be paid on the Common Stock at such times and in such amounts as
the Board of Directors shall determine. Upon the dissolution,
liquidation or winding up of the corporation, after any
preferential amounts to be distributed to the holders of the
Preferred Stock and any other class or series of stock having a
preference over the Common Stock then outstanding have been paid
or declared and set apart for payment, the holders of the Common
Stock shall be entitled to receive all the remaining assets of
the corporation available for distribution to its shareholders
ratably in proportion to the number of shares held by them,
respectively.