EXHIBIT 3.B
Microfilm Number Filed with the Department of State on
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Security Number 140599
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Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. (S)1915 (relating to
articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
The name of the corporation is: P. H. Glatfelter Company
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The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 228 South Main Street Spring Grove Pennsylvania 17362 York
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Number and Street City State Zip County
(b) c/o:
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Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.
The statute by or under which it was incorporated is: Act of April 29, 1874,
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P.L. 73
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The date of its incorporation is: December 16, 1905
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(Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of Amendment
--- in the Department of State.
The amendment shall be effective on at
--- -------------- -------------------
Date Hour
(Check one of the following):
The amendment was adopted by the shareholders (or members) pursuant to 15
--- Pa.C.S. (S)1914(a) and (b).
X The amendment was adopted by the board of directors pursuant to 15
--- Pa.C.S. (S)1914(c).
(Check, and if appropriate complete, one of the following):
The amendment adopted by the corporation, set forth in full, is as
--- follows:
The amendment adopted by the corporation as set forth in full in Exhibit
--- A attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
---- The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a dual authorized officer thereof this 30th day
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of July, 1993.
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P.H. GLATFELTER COMPANY
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(Name of Corporation)
BY:
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(Signature)
TITLE: Secretary
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EXHIBIT A
Resolutions of Board of Directors
P. H. Glatfelter Company
RESOLVED, that the actions of the Company in applying
1,000 shares of its 4-5/8% Cumulative Preferred Stock, Series of
1955, as a credit against sinking fund requirements and
cancelling such shares be, and they hereby are, ratified and
confirmed.
RESOLVED, that as a result of the aforesaid
cancellation of 1,000 shares of the Company's 4-5/8% Cumulative
Preferred Stock, Series of 1955, the first sentence of the first
paragraph of Article 5 of the Articles of Incorporation of the
Company is amended to read as follows:
The aggregate number of shares which the
Corporation (hereinafter referred to as the
"Company") has authority to issue is 120,044,000
shares divided into two classes consisting of (a)
44,000 shares of Preferred Stock of the par value
of $50 each; and (b) 120,000,000 shares of Common
Stock of the par value of $.01 each.
RESOLVED, that the proper officers of the Company be,
and they hereby are, authorized and directed to execute and
deliver on behalf of the Company the necessary documents and to
take or cause to be taken such further action as they deem
necessary of desirable to carry out the purposes of the foregoing
resolutions.
Microfilm Number Filed with the Department of State on FEB 09, 1994
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Entity number 140599 [Signature Appears Here]
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Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. (S)1915 (relating to
articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
1. The name of the corporation is: P.H. Glatfelter Company
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2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 228 South Main Street Spring Grove, Pennsylvania 17362 York
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Number and Street City State Zip County
(b) c/o:
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Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.
3. The statute by or under which it was incorporated is: Act of April 29,
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1874, P.L. 73
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4. The date of its incorporation is: December 16, 1905
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5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of Amendment
---
in the Department of State.
X The amendment shall be effective on at
--- -------------------- -----------------
Date Hour
6. (Check one of the following):
The amendment was adopted by the shareholders (or members) pursuant to 15
---
Pa.C.S. (S)1914(a) and (b).
X The amendment was adopted by the board of directors pursuant to 15 Pa.C.S.
---
(S)1914(c).
7. (Check, and if appropriate complete, one of the following):
The amendment adopted by the corporation, set forth in full, is as
---
follows:
X The amendment adopted by the corporation as set forth in full in Exhibit
---
A attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
--- The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
26th day of January, 1994.
P. H. Glatfelter Company
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(Name of Corporation)
BY: (Signature Appears Here)
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(Signature)
TITLE: Secretary
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EXHIBIT A
Resolutions of Board of Directors
P. H. Glatfelter Company
RESOLVED, that the Company hereby redeem on October 27, 1993 (the "date
fixed for redemption") all of the Company's outstanding 4-5/8% Cumulative
Preferred Stock at the redemption price of $50.75 per share together with
accrued and unpaid dividends thereon to the date fixed for redemption, and the
proper officers are authorized to cause notice of such redemption to be mailed
to each of the holders of 4-5/8% Cumulative Preferred Stock and to cause to be
given such notice of redemption as may be required by the Company's Articles of
Incorporation, as amended, and such officers are authorized and directed to take
such other action as may be necessary or desirable in connection with the
redemption of such 4-5/8% Cumulative Preferred Stock, including the making of
necessary arrangements to pay on behalf of the Company the redemption price of
such 4-5/8% Cumulative Preferred Stock.
RESOLVED, that upon the acquisition of all of the Company's outstanding
shares of 4-5/8% Cumulative Preferred Stock by their redemption on October 27,
1993 pursuant to the foregoing resolutions, such shares shall be cancelled and
the number of shares of 4-5/8% Cumulative Preferred Stock which the Company is
authorized to issue shall be reduced by the number of such shares so redeemed.
RESOLVED, that as a result of the aforesaid redemption of all of the
Company's 4-5/8% Cumulative Preferred Stock, the first sentence of the first
paragraph of Article 5 of the Articles of Incorporation of the Company, as
amended, be further amended to read as follows:
The aggregate number of shares which the Corporation (hereinafter
referred to as the "Company") has authority to issue is
120,040,000 shares divided into two classes consisting of (a)
40,000 shares of Preferred Stock of the par value of $50 each;
and (b) 120,000,000 shares of Common Stock of the par value of
$.01 each.
RESOLVED, that the proper officers of the Company be, and they hereby
are, authorized and directed to execute Articles of Amendment on behalf of the
Company and file such Articles of Amendment with the Secretary of the
Commonwealth of Pennsylvania on behalf of the Company.
RESOLVED, that the proper officers of the Company are hereby authorized
to do or cause to be done such further acts and to execute such further
documents as they deem necessary and desirable to carry out the purposes of
the foregoing resolutions.