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Exhibit 3(a)
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RESTATED ARTICLES OF INCORPORATION
OF
BOATMEN'S BANCSHARES, INC.
On June 13, 1995, Restated Articles of Incorporation, as set forth
below, were adopted pursuant to Section 351.106(1) R.S.Mo., 1990, as amended,
by the affirmative vote of a majority of the Board of Directors of Boatmen's
Bancshares, Inc., a Missouri corporation. The following Restated Articles of
Incorporation correctly set forth without change the corresponding provisions
of the Articles of Incorporation as theretofore amended and supersede the
original Articles of Incorporation and all amendments thereto.
ARTICLE I
The name of the corporation is Boatmen's Bancshares, Inc.
ARTICLE II
The address of its registered office in the State of Missouri is One
Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101, and the name of
its registered agent at such address is David L. Foulk.
ARTICLE III
The aggregate number of shares of all classes which this corporation
shall have authority to issue is Two Hundred Ten Million Three Hundred
Thousand (210,300,000) shares, of which Two Hundred Million (200,000,000)
shares shall be common shares of a par value of One Dollar ($1.00) each and
Ten Million Three Hundred Thousand (10,300,000) shares shall be preferred
shares without par value. The powers, designations, preferences and relative,
participating, optional and other rights, and qualifications, limitations and
restrictions thereof, are as follows:
COMMON SHARES: Subject to the rights of the preferred shares,
established as hereinafter set forth, the common shares shall have all such
powers and rights as provided by The General and Business Corporation Law of
Missouri and as are customarily attendant to such shares; and
PREFERRED SHARES: Except with respect to the 7% Cumulative
Redeemable Preferred Stock, Series B (Stated Value $100.00 Per Share), as to
which the powers, designations, preferences and relative, participating,
optional and other rights, and qualifications, limitations and restrictions
thereof, are set forth below, the Board of Directors of the corporation is
hereby expressly authorized to cause the preferred shares to be issued from
time to time, in series, and to provide, by resolution adopted prior to the
issue of shares of a particular series, the powers, designations, preferences
and relative, participating, optional and other rights (including special
rights to elect two (2) Directors), and qualifications, limitations and
restrictions thereof and all other matters with respect thereto, as may be so
provided for under The General and Business Corporation Law of Missouri, as
amended from time to time.
7% CUMULATIVE REDEEMABLE PREFERRED STOCK, SERIES B
1. Designation. The designation of this series is "7% Cumulative
Redeemable Preferred Stock, Series B" (hereinafter referred to as the
"Series B Preferred Stock") and the number of shares
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constituting such series is Thirty-Five Thousand and Forty-Five (35,045).
Shares of Series B Preferred Stock shall have a stated value of $100.00 per
share.
2. Dividends. The holders of record of the shares of the Series B
Preferred Stock shall be entitled to receive, when and as declared by the
Board of Directors of the corporation, out of any funds legally available for
such purpose, cumulative cash dividends at an annual dividend rate per share
of 7% of the stated value thereof, which amount is $7.00 per annum, per share,
and no more. Such dividends shall be payable each calendar quarter at the
rate of $1.75 per share on such dates as shall be fixed by resolution of the
Board of Directors of the corporation. The date from which dividends on such
shares shall be cumulative shall be the first day after said shares are
issued. Accumulations of dividends shall not bear interest. No cash dividend
shall be declared, paid or set apart for any shares of common stock unless all
dividends on all shares of the Series B Preferred Stock at the time
outstanding for all past dividend periods and for the then current dividend
shall have been paid, or shall have been declared and a sum sufficient for the
payment thereof, shall have been set apart. Subject to the foregoing
provisions of this paragraph (2), cash dividends or other cash distributions
as may be determined by the Board of Directors of the corporation, may be
declared and paid upon the shares of the common stock of the corporation from
time to time out of funds legally available therefor, and the shares of the
Series B Preferred Stock shall not be entitled to participate in any such cash
dividend or other such cash distribution so declared and paid or made on such
shares of common stock.
3. Redemption. From and after October 31, 1988, any holder may, by
written request, call upon the corporation to redeem all or any part of said
holder's shares of said Series B Preferred Stock at a redemption price of
$100.00 per share plus accumulated unpaid dividends to the date said request
for redemption is received by the corporation and no more (the "Redemption
Price"). Any such request for redemption shall be accompanied by the
certificates for which redemption is requested, duly endorsed or with
appropriate stock power attached, in either case with signature guaranteed.
Upon receipt by the corporation of any such request for redemption from any
holder of the Series B Preferred Stock, the corporation shall forthwith redeem
said stock at the Redemption Price, provided that: (i) full cumulative
dividends have been paid or declared and set apart for payment upon all shares
of any series of preferred stock ranking superior to the Series B Preferred
Stock as to dividends or other distributions (collectively the "Superior
Stock"); and (ii) the corporation is not then in default or in arrears with
respect to any sinking or analogous fund or call for tenders obligation or
agreement for the purchase, redemption or retirement of any shares of Superior
Stock. In the event that, upon receipt of a request for redemption, either or
both of the conditions set forth in clauses (i) and (ii) above are not met,
the corporation shall forthwith return said request to the submitting
shareholder along with a statement that the corporation is unable to honor
such request and explanation of the reasons therefor. From and after the
receipt by the corporation of a request for redemption from any holder of said
Series B Preferred Stock, which request may be honored consistent with the
foregoing provisions, all rights of such holder in the Series B Preferred
Stock for which redemption is requested shall cease and terminate, except only
the right to receive the Redemption Price thereof, but without interest.
4. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the corporation, the
holders of the Series B Preferred Stock shall be entitled to receive, subject
to the provisions of paragraph 7 and before any payment shall be made to the
holders of the shares of common stock, the amount of $100.00 each share, plus
accumulated dividends. After payment to the holders of the Series B Preferred
Stock of the full amount as aforesaid, the holders of the Series B Preferred
Stock as such shall have no right or claim to any of the remaining assets
which shall be distributed ratably to the holders of the corporation's common
stock. If, upon any such liquidation dissolution or winding up, the assets
available therefore are not sufficient to permit payments to the
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holders of Series B Preferred Stock of the full amount as aforesaid, then
subject to the provisions of paragraph 7, the holders of the Series B Preferred
Stock then outstanding shall share ratably in the distribution of assets in
accordance with the sums which would be payable if such holders were to receive
the full amounts as aforesaid.
5. Sinking Fund. There shall be no sinking fund applicable to the
shares of Series B Preferred Stock.
6. Conversion. The shares of Series B Preferred Stock shall not be
convertible into any shares of common stock or any other class of shares, nor
exchanged for any shares of common stock or any other class of shares.
7. Superior Stock. The corporation may issue stock with preferences
superior or equal to the shares of the Series B Preferred Stock without the
consent of the holders thereof.
8. Voting Rights. Each share of the Series B Preferred Stock shall
be entitled to equal voting rights, share for share, with each share of the
common stock of the corporation.
ARTICLE IV
No holder of stock of the corporation shall be entitled as a matter of
right to subscribe for or purchase any part of any new or additional issue of
stock, or securities convertible into stock, of any class whatsoever, whether
now or hereafter authorized, and all such additional shares of stock or other
securities convertible into stock may be issued and disposed of by the Board
of Directors to such person or persons and on such terms and for such
consideration (so far as may be permitted by law) as the Board of Directors,
in its absolute discretion, may deem advisable.
ARTICLE V
The number and class of shares to be issued before the corporation shall
commence business shall be one hundred (100) shares of common stock with a par
value of Ten Dollars ($10.00) per share. The consideration to be paid
therefor and the capital with which the corporation shall commence business
shall be One Thousand Dollars ($1,000.00). The corporation shall not commence
business until consideration of the value of at least One Thousand Dollars
($1,000.00) has been received for the issuance of shares.
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ARTICLE VI
The name and place of residence of the incorporators are as follows:
Names Residences
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Arthur Blumeyer 41 Washington Terrace
St. Louis, Missouri
W.E. Burtelow 3999 Holly Hills Blvd.
St. Louis, Missouri
P.W. Herzog 43 Clermont Lane
Ladue Village
St. Louis County, Missouri
ARTICLE VII
The number of Directors to constitute the Board of Directors shall be
twenty-seven (27); provided, however, that such number may be fixed, from time
to time, at not less than a minimum of fifteen (15) nor more than a maximum
(subject to the rights of the holders of preferred shares as set forth below)
of twenty-seven (27), by, or in the manner provided in, the Bylaws of the
corporation, and any such change shall be reported to the Secretary of State
of Missouri within thirty (30) calendar days of such change. The Directors
shall be divided into three classes: Class I, Class II and Class III. Such
classes shall be as nearly equal in number as possible. The term of office of
the initial Class I Directors shall expire at the annual meeting of
shareholders of the corporation in 1988; the term of office of the initial
Class II Directors shall expire at the annual meeting of shareholders of the
corporation in 1986; and the term of office of the initial Class III Directors
shall expire at the annual meeting of shareholders of the corporation in 1987;
or in each case when their respective successors are elected and have
qualified. At each annual election held after 1984, the Directors chosen to
succeed those whose terms then expire shall be identified as being of the same
class as the Directors they succeed and shall be elected for a term of three
(3) years expiring at the third succeeding annual meeting or thereafter when
their respective successors are elected and have qualified. If the number of
Directors is changed, any increase or decrease in Directors shall be
apportioned among the classes so as to maintain all classes as nearly equal in
number as possible, and any additional Director elected to any class shall
hold office for a term which shall expire with the term of the directors in
such class. Notwithstanding the foregoing provisions respecting the maximum
number of directors and the terms of office and classification of Directors,
during any period when the holders of preferred shares, voting as a class,
have the special right to elect two (2) Directors pursuant to Article III
hereof, then and during the time as such special right continues: (a) if the
number of Directors constituting the Board of Directors is in excess of twenty
(20) then the Board of Directors shall be decreased to twenty (20) in number;
and (b) the Board of Directors shall then be increased by two (2) Directors
who shall be elected by the holders of preferred shares pursuant to such
special right, voting as a class, at the next annual meeting of shareholders,
for a term of one (1) year until the next annual meeting of shareholders and
the election of their successors by the holders of the preferred shares, or
until the earlier termination of such special right of the holders of
preferred shares to elect such Directors, all as provided for in Article III
hereof. At a meeting called expressly for that purpose, a Director of the
corporation or the entire Board of Directors (other than a Director or
Directors elected by the holders of preferred shares voting as a class
pursuant to their special right) may be removed without cause only upon the
affirmative vote of the holders of not less than eighty percent (80%)
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of the shares entitled to vote generally in the election of Directors;
provided, however, that, if less than the entire Board of Directors is to be so
removed without cause, no one of the Directors may be removed if the votes cast
against such Director's removal would be sufficient to elect such Director if
then cumulatively voted at an election of the class of Directors of which such
Director is a part. At a meeting called expressly for that purpose, a
Director (other than a Director elected by the holders of preferred shares
voting as a class pursuant to their special right) may be removed by the
shareholders for cause by the affirmative vote of the holders of a majority of
the shares entitled to vote upon his election.
ARTICLE VIII
The duration of the corporation shall be perpetual.
ARTICLE IX
The corporation is formed for the following purposes:
1. To purchase, subscribe for or otherwise acquire and own, hold as
an investment or otherwise, use, sell, assign, deal in, transfer, mortgage,
pledge, exchange or otherwise dispose of, alone or in syndicates or otherwise
in conjunction with others, shares of capital stock, bonds, debentures, notes,
evidences of indebtedness and other securities, contracts or obligations of
any corporation, association, partnership, entity, or governmental, municipal
or public authority, domestic or foreign, and to pay therefor in whole or in
part, in cash or by exchanging therefor shares of the capital stock, bonds,
debentures, debenture stock, notes or other obligations of this corporation or
any other corporation, and while the owner or holder of any such property to
receive, collect and dispose of the interest, dividends and income arising
from such property, and to possess and exercise in respect thereof all the
rights, powers and privileges of ownership, including all voting powers of any
securities so owned;
2. To purchase or otherwise acquire the whole or any part of the
property, assets, business, goodwill or rights and to undertake or assume the
whole or any part of the bonds, mortgages, franchises, leases, contracts,
indebtedness, guaranties, liabilities and obligations of any person, firm,
association, corporation or organization, and to pay for the same or any part
or combination thereof in cash, shares of the capital stock, bonds,
debentures, debenture stock, notes, and other obligations of this corporation
or otherwise, or by undertaking and assuming the whole or any part of the
liabilities or obligations of the transferor; and to hold or in any manner
dispose of the whole or any part of the property and assets so acquired or
purchased, and to conduct in any lawful manner the whole or any part of the
business so acquired and to exercise all the powers necessary or convenient in
and about the conduct, management and carrying on of such business;
3. To purchase or otherwise acquire, hold, sell, pledge, transfer or
otherwise dispose of, and to reissue or cancel the shares of its own capital
stock or any securities or other obligations of this corporation;
4. To promote or assist financially, by loan, subsidy, guaranty,
contribution to capital or surplus, or otherwise, corporations, syndicates,
partnerships, individuals or associations of all kinds, foreign or domestic,
and in connection therewith to execute mortgages, deeds of trust, other forms
of encumbrances, contracts and other types of written instruments;
5. To purchase or otherwise acquire and own, hold, lease, develop,
sell, exchange or otherwise use, deal in or dispose of, mortgage or otherwise
encumber, real property or any interest
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therein and to purchase or otherwise acquire and own, hold, build, construct,
erect, manage, operate, repair, restore, and to dispose of by sale, lease,
mortgage or otherwise, buildings and structures of all types;
6. To purchase or otherwise acquire and own, hold, lease, sell, or
otherwise use, deal in or dispose of, mortgage or otherwise encumber personal
property of every kind and description or any interest therein, and to
operate, manage and maintain the same;
7. To acquire, own, hold, buy, sell, transfer and otherwise dispose
of patents and patent rights, trademarks and trade names, copyrights,
licenses, franchises, permits and other evidences of right;
8. In general to carry on any other lawful business whatsoever in
connection with the foregoing or which is calculated, directly or indirectly,
to promote the interest of the corporation or to enhance the value of its
properties;
9. To have and to exercise all powers necessary or incident to
carrying out its corporate purposes, to exercise all other powers permitted by
law, and to possess and enjoy all rights and powers which now or at any time
hereafter may be granted to or exercised by a corporation of this character.
ARTICLE X
The Board of Directors shall have the power to make, alter, amend or
repeal the Bylaws of the corporation from time to time.
ARTICLE XI
The approval of any Business Combination shall, in addition to any
affirmative vote required by law, require the affirmative vote of the holders
of not less than eighty percent (80%) of the common shares of the corporation
then entitled to vote generally in the election of directors of the
corporation; provided, however, that any such Business Combination may be
approved on the affirmative vote required by law if such Business Combination
is approved by not less than seventy-five percent (75%) of the entire Board of
Directors of the corporation. As used herein the term "Business Combination"
shall mean:
(i) Any merger or consolidation of the corporation or any subsidiary
of the corporation with (a) any Substantial Shareholder or (b) any other
corporation which, after such merger or consolidation, would be a Substantial
Shareholder, regardless of which entity survives;
(ii) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Substantial Shareholder of all or substantially all of the assets of the
corporation or any subsidiary of the corporation, or both;
(iii) The adoption of any plan or proposal for the liquidation of the
corporation proposed by or on behalf of a Substantial Shareholder; or
(iv) Any transaction involving the corporation or any of its
subsidiaries, including the issuance or transfer of any securities of, any
reclassification of securities of, or any recapitalization of, the corporation
or any of its subsidiaries, or any merger or consolidation of the corporation
with any of its subsidiaries (whether or not involving a Substantial
Shareholder), if the transaction would have the effect,
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directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities of the
corporation or any subsidiary, of which a Substantial Shareholder is the
Beneficial Owner.
As used herein, the term "Substantial Shareholder" shall mean and
include any individual, corporation, partnership or other person or entity
which, together with its "Affiliates" and "Associates" (as such terms were
defined as of February 29, 1984 in Rule 12b-2 under the Securities Exchange
Act of 1934), is the "Beneficial Owner" (as determined in accordance with the
criteria set forth as of February 29, 1984 under Rule 13d-3 under the
Securities Exchange Act of 1934) in the aggregate of more than five percent
(5%) of the outstanding shares of the corporation entitled to vote generally
in an election of Directors; and any Affiliate or Associate of any such
individual, corporation, partnership or other person or entity.
ARTICLE XII
The corporation reserves the right to amend, alter, change or repeal any
provisions contained in these Articles of Incorporation in the manner now or
hereafter prescribed by law, and all rights conferred upon shareholders herein
are granted subject to this reservation; provided, however, that any
amendment, alteration or repeal of the provisions of Article VII, Article XI
or this proviso to Article XII shall, in addition to any affirmative vote
required by law, require the affirmative vote of the holders of eighty percent
(80%) of the common shares of the corporation then entitled to vote at a
meeting of shareholders called for such purpose.
ARTICLE XIII
(1) The corporation shall indemnify each of its Directors, its
Chairman of the Board, its Vice Chairman of the Board, its President and its
Vice Presidents to the full extent specified by Section 351.355 of the Revised
Statutes of Missouri, as amended from time to time, (the "Indemnification
Statute") and, in addition, shall indemnify each of them against all expenses
(including without limitation all attorneys' fees, judgments, fines and
amounts paid in settlement) incurred by him in connection with any claim
(including, without limitation, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
and whether or not by or in the right of any corporation) by reason of the
fact that he is or was serving the corporation or at the request of the
corporation in any of the capacities referred to in the Indemnification
Statute or arising out of his status in any such capacity, provided that the
corporation shall not indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
(2) The corporation may, to such extent as it deems appropriate and as
may be permitted by the Indemnification Statute, indemnify any other person
referred to in the Indemnification Statute against any such expenses incurred
by him in connection with any such claim by reason of the fact that he is or
was serving the corporation or at the request of the corporation in any of
such capacities or arising out of his status in any such capacity.
(3) The corporation is authorized to give or supplement any of the
aforesaid indemnifications by bylaw, agreement or otherwise and fund them by
insurance to the extent it deems appropriate. Amounts to be paid under this
Article shall be disbursed at such times and upon such procedures as the
corporation shall determine. All such indemnification shall continue as to
any person who has ceased to serve in any of the aforesaid capacities and
shall inure to the benefit of the heirs, devisees and personal
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representatives of such person. Indemnification given under section (1) or
given or supplemented under this section (3) of this Article XIII shall survive
elimination or modification of this Article with respect to any such expenses
incurred in connection with claims arising out of acts or omissions occurring
prior to such elimination or modification and persons to whom such
indemnification is given shall be entitled to rely upon such indemnification
as a contract with the corporation.
IN WITNESS WHEREOF, these Restated Articles of Incorporation have been
executed in duplicate on behalf of said corporation this 13th day of June,
1995.
BOATMEN'S BANCSHARES, INC.
By /s/ Andrew B. Craig, III
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Andrew B. Craig, III
Chairman of the Board
and Chief Executive Officer
(SEAL)
By /s/ David L. Foulk
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David L. Foulk
Secretary
ATTEST:
/s/ David L. Foulk
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David L. Foulk
Secretary
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STATE OF MISSOURI )
) SS.
CITY OF ST. LOUIS )
I, Susan M. Hill, a notary public, do hereby certify that on this 13th
day of June, 1995, personally appeared before me Andrew B. Craig, III and
David L. Foulk, who, being by me first duly sworn, declared that they are,
respectively, the Chairman of the Board and Chief Executive Officer and
Secretary of Boatmen's Bancshares, Inc., that they signed the foregoing
document as, respectively, Chairman of the Board and Chief Executive Officer
and Secretary of the corporation, and that the statements therein contained
are true.
(NOTARIAL SEAL)
/s/ Susan M. Hill
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Susan M. Hill
Notary Public
My Commission expires: September 9, 1998.