Exhibit 3.9
[STATE OF CALIFORNIA LOGO]
[SEAL]
SECRETARY OF STATE
I, Kevin Shelley, Secretary of State of the State of California, hereby
certify:
That the attached transcript of 41 page(s) was prepared by and in this
office from the record on file, of which it purports to be a copy, and that it
is full, true and correct.
IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of
the State of California this day of
[SEAL] SEP 30 2003
-s- Kevin Shelley
Secretary of State
FILED
IN THE OFFICE OF THE SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
FEB 6 - 1946
FRANK M. JORDAN, Secretary of State
By -s- Frank M. Jordan
-----------------------------
Assistant Secretary of state
[SEAL]
RESTRICTION OF RIGHT
TO AMEND ARTICLE
Yes No
ARTICLES OF INCORPORATION
OF
GREGG IRON FOUNDRY
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, all of whom are residents of the State of
California, have this day voluntarily associated ourselves together for the
purpose of forming a corporation under the laws of the State of California, and
do Constitute ourselves a body corporate in accordance with the laws of said
State;
AND WE HEREBY CERTIFY:
First: That the name of said corporation shall be
GREGG IRON FOUNDRY
Second: That the purposes for which said corporation is formed are as
follows:
To conduct and carry on a general foundry and machine shop business
and to engage in the manufacture of all kinds of iron castings and machinery and
to buy iron, either manufactured or unmanufactured, and to sell the same; to
buy, sell, manufacture and generally deal in goods, wares, merchandise, property
and commodities of any and every class and description, and all articles used or
useful in connection there-with, insofar as may be permitted by the laws of the
State of California; to engage in any business, whether manufacturing or
otherwise, which this corporation may deem advantageous or useful in connection
with any or all of the foregoing, and to purchase, acquire, manufacture, market
or prepare for market, sell and otherwise dispose of any article, commodity or
1.
thing which this corporation may use in connection with its business.
To subscribe for and/or to buy, own, hold, purchase or receive, and to
sell, negotiate, guarantee, assign, deal in, exchange, transfer, mortgage,
pledge, or otherwise dispose of shares of the capital stock, scrip, bonds,
coupons, mortgages, debentures, debenture stock, securities, notes, acceptances,
drafts and evidences of indebtedness issued or created by other corporations,
joint stock companies or associations, whether public, private or municipal, or
any corporate body, and while the owner thereof, to possess and to exercise in
respect thereof all the rights, powers, and privileges of ownership, including
the right to vote thereon.
For the purposes of this corporation, to borrow money, either with or
without security, and to issue bonds, debentures, capital stock, notes,
installment notes, installment investment certificates and/or other written
evidences of indebtedness and to secure the payment or such borrowed money by
pledge or mortgage of the whole or any part of the property of this corporation,
either real or personal, or to deposit the property and/or money of said
corporation in a trust fund, to secure the repayment of said obligations and to
create, pursuant thereto, a trust and to execute thereunder trust Indentures for
such purpose or purposes; to issue bonus, debentures, capital stock, notes
and/or other written obligations without security for their repayment.
To secure, purchase, in any manner acquire, apply for, register, own,
hold, sell or dispose of any and all copyrights, trade-marks, and other trade
rights.
To make, perform, enter into and carry out contracts of every kind for
any lawful purpose, without limit as to amount,
2.
with any person, firm, association or corporation.
To make, accept, endorse, draw, discount, guarantee, execute and issue
bills of exchange, drafts, warrants, promissory notes and all kinds of
obligations, certificates, negotiable and transferable instruments.
To maintain offices, to carry on its operations and business and,
without restrictions or limit as to the amount of the same, to purchase, lease,
or otherwise acquire, hold and own, and to mortgage, sell, convey, lease or
otherwise encumber or dispose of real and personal property of every kind and
description, in any of the states or territories of the United states and in the
District of columbia and in all foreign countries, subject to the laws of such
state, district, territory or country.
To do any and all things which are or may be deemed by such corporation
necessary or convenient to the carrying out of the purposes of this corporation
to the same extent as natural persons lawfully might or could do, insofar as
such acts are permitted to be done by a corporation organized under the laws of
the State of California.
To contract with, employ, hire, and remunerate any person, firm or
corporation, for services rendered or to be rendered; to engage, hire,
discharge, employ and compensate all persons whose services are necessary in
connection with any of the business or businesses of this corporation.
To acquire, either by purchase or otherwise, own, hold, sell, pledge,
hypothecate, discount, and generally deal in, contracts for the purchase and
sale of real or personal
3.
property, contracts for the manufacture or creation of personal property, for
the erection, construction, alteration, or repair of buildings, for the payment
of money in installments or otherwise, and contracts of every other character
and description; also promissory notes, drafts, bonds, and other obligations and
evidences of indebtedness, whether corporate or individual, whether negotiable
or non-negotiable, and whether secured or unsecured, together with any security
for the same; also leases and mortgages of an interest in and liens upon real or
personal property; and shares of corporate stock and other corporate securities.
To acquire by purchase or otherwise, own, hold, sell, lease, mortgage,
pledge, hypothecate, manage, operate, and generally deal in all kinds of real
and personal property, or any interest therein or any kind or character ; to
erect, construct, alter and repair buildings, and to do a general contracting
and building business; to do a general manufacturing business; to do a general
hotel and apartment house business; to acquire, own, manage, operate, improve,
dispose of, and encumber manufacturing manufacturing plants and businesses and
other plants and businesses of every kind.
To engage in a general importing, exporting, buying, selling,
brokering, jobbing, wholesaling, retailing and manufacturing business, with
reference to all kinds of property, both real and personal.
The foregoing statement of purposes shall be construed as a statement
of purposes, objects and powers and it is hereby expressly declared by the
incorporators of this corporation that the foregoing enumeration of purposes and
objects
4.
is not intended to limit or restrict in any manner the general powers of this
corporation.
The incorporators expressly declare that it is their intention in
making this declaration of purposes to include all objects, or any object, which
may lawfully be that of a corporation organized for business and profit under
the laws of the State of California.
Third: That the county in this State where the principal office for
the transaction of the business of the corporation is to be located is the
County of Los Angeles.
Fourth: This corporation is authorized to issue two (2) classes of
shares of stock to be designated respectively "Preferred" and "Common"; the
total number of shares which this corporation shall have authority to issue is
twenty thousand (20,000) shares and the aggregate par value of all shares that
are to have a par value shall be One Hundred One Thousands Dollars($101,000.00).
That the number of preferred shares that are to have a par value shall be ten
thousand (10,000) and the par value or each share of such class shall be Ten
Dollars ($10.00) and the number of common shares that are to have a par value
shall be ten thousand (10,000) and the par value of each share of such class
shall be Ten Cents (10cent(s)).
Preferences: The statement of the preference, privileges and
restrictions granted to and imposed upon the holders of the respective classes
of shares of this corporation is as follows:
(a) The holders of the preferred shares shall be entitled, when and as
declared by the Board of Directors, to
5.
dividends out of any funds of this corporation at the time legally available for
the declaration of dividends at the rate of but not exceeding ten (10%) per cent
per annum of the par value of such shares for each fiscal year payable in
preference and priority to any payment of any dividend on common shares for such
fiscal year and payable quarterly or otherwise as the Board of Directors may
from time to time determine. The right to such dividends on preferred shares
shall not be cumulative and no rights shall accrue to holders of preferred
shares by reason of fact that dividends on said shares are not declared in any
prior years; except, however, in the event funds legally available for dividends
in the amount of Twenty Thousand Dollars ($20,000.00) or more are earned in any
fiscal year and the full preferred ten (10%) per cent dividend is not declared
and paid for said year on the preferred stock, then any portion of said ten
(lO%) per cent dividend so undeclared and unpaid shall be cumulative as of said
year and paid before any dividend shall be paid upon or declared or set apart
for the common stock.
(b) In the event there shall remain any surplus legally available for
the payment of dividends after the payment of the dividend upon the preferred
stock during any fiscal year provided for in Paragraph (a) hereof, such Surplus
over and above such reserve for contingencies as the Board of Directors shall
deem necessary may be paid as dividends upon the preferred and common stock
equally share and share alike,
(c) In the event of liquidation, dissolution or winding up of this
corporation, whether voluntary or involuntary, the holders of preferred shares
shall be entitled to receive out of the assets of this corporation, whether such
assets are
6.
capital or surplus, an amount equal to one hundred (100%) per cent of the par
value of such preferred shares and a further amount equal to any dividends
thereon declared or accumulated under the provisions of Paragraph (a) hereof and
unpaid to the date of such distribution. That subject to the foregoing the
residue of the assets of this corporation shall be divided equally between the
preferred and common stock share and share alike. If upon such liquidation,
dissolution, winding up, sale of assets or distribution of the capital of this
corporation, whether voluntary or involuntary, the assets thus distributed among
the holders of preferred shares shall be insufficient to permit the payment to
such shareholders of the full preferential amounts aforesaid, then the entire
assets of this corporation to be distributed shall be distributed ratably among
the holders of the preferred shares. Consolidation or merger of this corporation
with or into any other corporation or corporations shall not be deemed to be a
liquidation, dissolution or winding up within the meaning of this clause.
(d) Each share of preferred stock issued and outstanding on the records
of the corporation on the day three (3) days prior to any meeting of the
shareholders shall be entitled to two (2) votes at such meeting and each share
of common stock issued and outstanding on the records of the corporation on the
day three (3) days prior to any meeting of the shareholders shall be entitled to
one (1) vote at such meeting.
Fifth; The number of directors of said corporation shall be five (5),
which number may be changed from time to time by an appropriate resolution of
the Board of Directors except that at no time is the number of directors
constituting the Board to be reduced to less than five. The names and resi-
7.
dences of the directors are appointed for the first year to serve until their
success are elected and qualified are as follows:
Name Address
---- -------
CHARLES R. GREGG 306 No. Mission Drive
San Gabriel, California
HERBERT W. LARSON 2109 Carlos, Alhambra, Calif.
WAYNE L. TRAVIS 1415 E. California Street
Pasadena, California
RAY E. HOPPING 2240 Paloma, Pasadena, Calif.
HOWARD R. REULAND 356 Pasqual, San Gabriel, Calif.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this 31
day of January, 1946.
- s - Charles R. Gregg
------------------------------
CHARLES R. GREGG
Director and Organizer
- s - Herbert W. Larson
------------------------------
HERBERT W. LARSON
Director and Organizer
- s - Wayne L. Travis
------------------------------
WAYNE L. TRAVIS
Director and Organizer
- s - Joseph Conrad
------------------------------
JOSEPH CONRAD
Organizer
- s - Ray E. Hopping
------------------------------
RAY E. HOPPING
Director and Organizer
- s - Harvey H. Weaver
------------------------------
HARVEY H. WEAVER
Organizer
- s - Paul Angst
------------------------------
PAUL ANGST
Organizer
- s - Howard R. Reulard
------------------------------
HOWARD R. REULARD
Director and Organizer
8.
- s - J.J. Kneier
----------------------------
J.J. KNEIER
Organizer
- s - Harold W. Robertson
----------------------------
Harold W. Robertson
Organizer
STATE OF CALIFORNIA )
) SS:
COUNTY OF LOS ANGELES )
On this 31st day of January, 1946, before the undersigned, a Notary
Public in and for the said County of Los Angeles, State of California, residing
therein, duly commissioned and sworn, personally appeared CHARLES R. GREGG,
HERBERT W. LARSON, WAYNE L. TRAVIS, JOSEPH CONRAD, RAY E. HOPPING, HARVEY H.
WEAVER, PAUL ANGST, HOWARD R. REULAND, J.J. KNEIER and HAROLD W. ROBERTSON,
known to me to be the persons whose name are subscribed to the within instrument
and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, the day and year in this certificate first above written.
- s - [ILLEGIBLE]
------------------------------------
Notary Public in and for the County
of Los Angeles, State of California.
9.
FILED
IN THE OFFICE OF THE SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
NOV 16 1954
FRANK M. JORDAN, Secretary of State
By [ILLEGIBLE]
-----------------------------
DEPUTY
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
GREGG IRON FOUNDRY
The undersigned, Charles H. Gregg and H. W. Larson, do hereby certify
that they are, respectively, and have been at all times herein mentioned, the
duly elected and acting president, and secretary of Gregg Iron Foundry, a
California corporation, and further that:
One: At a special meeting of the board of directors of said corporation
duly held at its principal office for the transaction of business at El Monto,
California, at 8:00 o'clock p.m., on the 26th day at October, 1954, at which
meeting there was at All times present and acting a quorum of the members, of
said board, the following resolutions were duly adopted:
WHEREAS, it is deemed by the board of Directors of this corporation to
be to its best interests and to the best interests of its shareholder's that its
Articles of Incorporation be amended as hereinafter provided:
NOW, THEREFORE, BE IT RESOLVED that Article Second be amended to read
as follows:
"Second: That the purposes for which said corporation is formed are as
follows:
To conduct and carry on a general foundry and machine shop business and
to engage in the manufacture of all kinds of iron castings and machinery and to
buy iron, either manufactured or unmanufactured, and to sell the same; to buy,
sell, manufacture and generally deal in goods, wares, merchandise, property and
commodities of any and every class and description, and all articles used or
useful in connection therewith, insofar as may be permitted by the laws of the
State of California; to engage in any business, whether manufacturing or
otherwise, which this corporation may deem advantageous or useful in connection
with any or all of the foregoing, and to purchase, acquire, manufacture, market
or prepare for market, sell and otherwise dispose of any article, commodity or
thing which this corporation may use in connection with its business.
To subscribe for and/or to buy, own, hold, purchase or receive, and to
sell, negotiate, guarantee, assign, deal in, exchange, transfer, mortgage,
pledge, or otherwise dispose of shares of the capital stock, scrip, bonds,
coupons, mortgages, debentures, debenture stock, securities, notes, acceptances,
drafts and evidences of indebtedness issued or created by other corporation,
joint stock companies or associations, whether public, private or municipal, or
any corporate body, and while the owner thereof, to possess and to exercise in
respect thereof all the rights, powers, and privileges of ownership, including
the right to vote thereon.
For the purposes of this corporation, to borrow money, either with or
without security, and to issue bonds, debentures, capital stock, notes,
installment notes, installment investment certificates and/or other written
evidences of indebtedness and to secure the payment of such borrowed money by
pledge or mortgage of the whole or any part of the property of this corporation,
either real, or personal, or to deposit the property and/or money of said
corporation in a trust fund, to secure the repayment of said obligations and to
create, pursuant thereto, a trust and to execute thereunder trust debentures for
such purpose or purposes; to issue bonds, debentures, capital stock, notes
and/or other written obligations without security for their repayment.
To secure, purchase, in any manner acquire, apply for, register, own,
hold, sell or dispose of any and all copy-rights, trade-marks, and other trade
rights.
To make, perform, enter into and carry out contracts of every kind for
any lawful purpose, without limit as to amount with any person, firm,
association or corporation.
To make, accept, endorse, draw, discount, guarantee, execute and issue
bills of exchange, drafts, warrants, promissory notes and all kinds of
obligations, certificates, negotiable, and transferable instruments.
To maintain offices, to carry on its operations and business and,
without restrictions or limit as to the amount of the same, to purchase, lease,
or otherwise acquire, hold and own, and to mortgage, sell, convey, lease or
otherwise encumber or dispose of real and personal property of every kind and
description, in any of the states or territories of the United States and in the
District of Columbia and in all foreign countries, subject to the laws of such
state, district, territory or country.
To do any and all things, which are or may be deemed by such
corporations necessary or convenient to
2.
the carrying out of the purposes of this corporation to the same extent as
natural persons lawfully might or could do, insofar as such acts are permitted
to be done by a corporation organized under the laws of the State of California.
To contract with, employ, hire, and remunerate any person, firm or
corporation, for services rendered or to be rendered; to engage, hire,
discharge, employ and compensate all persons whose services are necessary in
connection with any of the business or businesses of this corporation.
To acquire, either by purchase or otherwise, own, hold, sell, pledge,
hypothecate, discount, and generally deal in, contracts for the purchase and
sale of real or personal property, contracts for the manufacture or creation of
personal property, for the erection, construction, alteration, or repair of
buildings, for the payment of money in installments or otherwise, and contracts
of every other character and description; also promissory notes, drafts, bonds,
and other obligations and evidences of indebtedness, whether corporate or
individual, whether negotiable or non-negotiable, and whether secured or
unsecured, together with any security for the same; also leases and mortgages of
an interest in and liens upon real or personal property; and shares of corporate
stock and other corporate securities.
To acquire, either by purchase or otherwise, own, hold, sell,lease,
mortgage, pledge, hypothecate, manage, operate, and generally deal in all kinds
of real and personal property, or any interest therein of any kind or character;
to erect, construct, alter and repair buildings, and to do a general contracting
an building business; to do a general manufacturing business; to do a general
hotel and apartment house business; to acquire, own, manage, operate, improve,
dispose of, and encumber manufacturing plants and businesses and other plants
and businesses of every kind.
To engage in a general importing, exporting, buying, selling,
brokering, jobbing, wholesaling, retailing and manufacturing business, with
reference to all kinds of property, both real and personal.
To become a partner (either general or limited or both) and to enter
into agreements of partnership, with one or more other persons or corporations,
for the purpose of carrying on any business whatsoever which this corporation
may deem proper or convenient in connection with any of the purposes herein set
forth or otherwise, or which may be calculated directly or indirectly to promote
the interest of this corporation or to enhance the value of its property / or
business.
The foregoing statement of purposes shall be construed as a statement
of purposes, objects and powers
3.
and it is hereby expressly decided by the incorporators of this
corporation that the foregoing enumeration of purposes and objects is
not intended to limit or restrict in any manner the general powers of
this corporation.
The incorporators expressly declare that it is their intention
in making this declaration of purposes to include all objects, or any
object, which may lawfully be that of a corporation organized for
business and profit under the laws of the State of California.
BE IT FURTHER RESOLVED that the Board of Directors of this
corporation hereby adopts and approves said amendment of its articles of
incorporation; and
BE IT FURTHER RESOLVED that the president or vice-president,
and the secretary or an assistant secretary of this corporation be and they are
hereby authorized and directed to procure the adoption and approval of the
foregoing amendment by the vote or written consent of the shareholders of this
corporation holding at least a majority of the voting power and thereafter to
sign and verify their oaths and to file a certificate in the form and manner
required by Section 3672 of the California Corporations Code and in general to
do any and all things necessary to effect said amendment in accordance with said
Section 3672.
Two: The total number of shares of said corporation entitled
to vote on or consent to the adoption of such amendment is 20,000 of which
10,000 are preferred shares entitled by the articles of incorporation to two
votes per share, and 10,000 are common shares entitled to one vote per share,
and 10,000 are common shares entitled to one vote per share, making a total of
30,000 votes entitled to the cast or represented by written consents thereto:
that the number of shares represented by written consents thereto are as
follows: 9474 preferred shares representing 18,948 votes, and 10,000 common
shares representing 10,000 votes, making a total of 28,948 votes represented by
said written consents. The following is a copy of the form written consent
executed by the holders of said shares:
4.
WHEREAS, at least a special meeting of [ILLEGIBLE] of Gregg
Iron Foundation California corporation, [ILLEGIBLE] held at the principal office
for the transaction of business of said corporation [ILLEGIBLE] the 26th day of
October [ILLEGIBLE] of the members of said board was at all times present and
acting, an amendment of the articles of incorporation of said corporation was
adopted and approved by resolution of said board amending Article Second of said
articles of Incorporation to read as follows.
"Second: That the purposes for which said corporation is
formed are as follows:
To conduct and carry on a general foundry and machine shop
business and to engage in the manufacture of all kinds of iron
[ILLEGIBLE] and machinery and to buy iron, either manufactured or
unmanufactured, and to sell the same; to buy, sell, manufacture and
generally deal in goods, wares, merchandise, property and commodities
of any and every class and description and all articles used or useful
in connection therewith, insofar as may be permitted by the laws of the
State of California; to engage in any business, whether manufacturing
or otherwise, which this corporation may deem advantageous or useful in
connection with any or all of the forgoing, and to purchase, acquire
manufacture, market or prepare for market, sell and otherwise dispose
of any article commodity or thing which this corporation may use in
connection with its business.
To subscribe for and/or to buy, own, hold, purchase or
receive and to sell, negotiate, guarantee, [ILLEGIBLE] purchase,
transfer, mortgage, pledge, or otherwise [ILLEGIBLE] mortgages,
debentures, debenture stock, [ILLEGIBLE] notes, acceptances, drafts and
evidences of indebtedness issued or created by other corporation, joint
stock companies or associations, whether public private or municipal or
any corporate body, and while the owner thereof, to possess and to
exercise in respect thereof all the rights, powers, and privileges of
ownership, including the right to vote thereon.
For the purposes of this corporation, to borrow money, either
with or without security, and to issue bonds, debentures, capital
stock, notes, installment notes, installment investment certificates
and/or other written evidences of indebtedness and to secure the
payment of such borrowed money by pledge or mortgage of the whole or
any part of the property of this corporation, either real or personal,
or to deposit the property and/or money of said corporation in a trust
fund, to secure the repayment of said obligations and to create,
pursuant thereto, a trust and to execute thereunder trust indentures
for such purpose or purposes; to
5.
[ILLEGIBLE]
To secure, purchase, in any [ILLIGIBLE] acquire, apply for,
register, own, hold, sell or dispose of any and all copy-rights,
trade-marks, and other trade rights.
To make, perform, enter into and carry out contracts of every
kind for any lawful purpose, without limit as to amount with any
person, firm, association or corporation.
To make, accept, endorse, draw, discount, guarantee, execute
and issue bills of exchange, drafts, warrants, promissory notes and all
kinds of obligations, certificates, negotiable and transferable
instruments.
To maintain offices, to carry on its operations and business
and, without restrictions or limit as to the amount of the same, to
purchase, lease, or otherwise acquire, hold and own, and to mortgage,
sell, convey, lease or otherwise [ILLEGIBLE] or dispose of real and
personal property of every kind and description, in any of the states
or territories of the United States and in the District of Columbia and
in all foreign countries, subject to the laws of such state, district,
territory or country.
To do any and all things which are or may be deemed by such
corporations necessary or convenient to the carrying out of the
purposes of this corporation to the [ILLEGIBLE] extent as natural
persons lawfully might or could do, insofar as such acts are permitted
to be done by a corporation organized under the laws of the State of
California.
To contract with, employ, hire, and remunerate any person,
firm or corporation, for services rendered or to be rendered; to
engage, hire, discharge, employ and compensate all persons whose
services are necessary in connection with any of the business or
businesses of this corporation.
To acquire, either by purchase or otherwise, own, hold, sell,
pledge, hypothecate, discount, and generally deal in, contracts for the
purchase and sale of real or personal property, contracts for the
manufacture or creation of personal property, for the erection,
construction, alteration, or repair of buildings, for the payment of
money in installments or otherwise, and contracts of every other
character and description; also promissory notes, drafts, bonds, and
other obligations and evidences of indebtedness, whether corporate or
individual, whether negotiable or non-negotiable, and
6.
whether secured or unsecured, together with any security for the same;
also leases and mortgages of an interest in and liens upon real or
personal property; and shares of corporate stock and other corporate
securities.
To acquire by purchase or otherwise, own, hold, sell, lease,
mortgage, pledge, hypothecate, manage, operate, and generally deal in
all kinds of real and personal property, or any interest therein of any
kind or character; to erect, construct, alter and repair buildings, and
to do a general contracting and building business; to do a general
manufacturing business; to do a general hotel and apartment house
business; to acquire, own, manage, operate, improve, dispose of, and
encumber manufacturing plants and businesses and other plants and
businesses of every kind.
To engage in a general importing, exporting, buying, selling,
brokering, jobbing, wholesaling, retailing, and manufacturing business,
with reference to all kinds of property, both real and personal.
To become a partner (either general or limited or both) and to
enter into agreements of partnership, with one or more other persons or
corporations, for the purpose of carrying on any business whatsoever
which this corporation may deem proper or convenient in connection with
any of the purposes herein set forth or otherwise, or which may
be calculated directly or indirectly to promote the interest of this
corporation or to enhance the value of its property or business.
The foregoing statement of purposes shall be considered as a
statement of purposes, objects and powers and it is hereby expressly
declared by the incorporators of this corporation that the foregoing
enumeration of purposes and objects is not intended to limit or
restrict in any manner the general powers of this corporation.
The incorporators expressly declare that it is their intention
in making this declaration of purposes to include all objects, or any
object, which may lawfully be that of a corporation organized for
business and profit under the laws of the State of California.
NOW, THEREFORE, each of the undersigned shareholders of said
corporation does hereby adopt, approve and consent to the foregoing amendment of
said articles of incorporation, and does hereby consent that Article Second of
said Articles of Incorporation be amended to read as herein set forth.
IN WITNESS WHEREOF, each of the undersigned has hereunto
signed his name and, following his name, the date of
7.
[ILLEGIBLE] and the number of shares of said corporation [ILLEGIBLE] by
him of record on said date entitled to vote upon amendments of said
articles of incorporation or the character of the foregoing amendment.
Name Date No. of Shares
- ---------------- ------------- ----------------------
Charles R. Gregg 10/26/54 10,000 Common
1,053 Preferred
H. W. Larson 10/26/54 [ILLEGIBLE] Preferred
J. J. Kneier 10/26/54 1,053 Preferred
Harvey H. Weaver Oct. 26, 1954 1,053 Preferred
Harry E. Hopping Oct. 26, 1954 789 Preferred
Ray E. Hopping 10/26/54 789 Preferred
Paul J. Angst Oct. 26, 1954 526 Preferred
H. [ILLEGIBLE] Robertson Nov. 2, 1954 789 Preferred
Wayne L. Travis Nov. 2, 1954 2,633 Preferred
IN WITNESS WHEREOF, the undersigned have executed this
certificate of amendment this 8 day of November, 1954.
/s/ [ILLEGIBLE]
--------------------------
President
/s/ [ILLEGIBLE]
--------------------------
Secretary
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
Charles R. Gregg and H. W. Larson, being first duly sworn,
each for himself deposes and says.
That Charles R. Gregg is, and was at all of the times
mentioned in the foregoing Certificate of Amendment, the president of
Gregg Iron Foundry, the California corporation therein mentioned, and
H. W. Larson is, and was at all of said times, the secretary of said
corporation; that each
8.
has read said certificate and that the statements [ILLEGIBLE] made are
true of his own knowledge, and that the signatures purporting to be the
signatures of said president and secretary thereto are the genuine
signatures of said president and secretary, respectively.
/s/ Charles R. Gregg
--------------------------
Charles R. Gregg
/s/ H. W. Larson
--------------------------
H. W. Larson
[ILLEGIBLE]
/s/ [ILLEGIBLE]
- ----------------------
[ILLEGIBLE]
[SEAL]
9.
202437 A 198606
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
GREGG IRON FOUNDRY
[SECRETARY OF STATE CALIFORNIA SEAL]
CHARLES R. GREGG and THOMAS C. BARRETT certify that:
1. They are the President and Secretary, respectively,
of Gregg Iron Foundry, a California corporation.
2. The Board of Directors of the corporation adopted
the following resolution at a meeting duly held on 15, 1978.
"RESOLVED, that Article First of the Articles of
Incorporation is amended to read as follows:
FIRST: The name of said corporation shall be
GREGG INDUSTRIES, INC."
3. The total number of outstanding shares of said
corporation entitled to vote on or consent to the adoption of such amendment is
15,902, of which 6,402 are preferred shares entitled by the Articles of
Incorporation to two votes per share, and 9,500 are common shares entitled by
the Articles of Incorporation to one vote per share, making a total of 22,304
votes entitled to be cast or represented by written consents thereto: and the
number of shares represented by written consents thereto; are as follows -- 4970
preferred shares representing 9940 votes and 9000 common shares representing
9000 votes, making a total of 18,940 votes represented by said written consents.
4. The taking of such action by written consent of
shareholders is not precluded by the Articles of Incorporation of said
corporation.
IN WITNESS WHEREOF, the undersigned signed this Certificate of
Amendment on this 16 day of December, 1978.
-s- Charles R. Gregg
--------------------------------------
Charles R. Gregg
President of Gregg Iron Foundry
-s- Thomas C. Barrett
--------------------------------------
Thomas C. Barrett
Secretary of Gregg Iron Foundry
1
Each of the undersigned declares under penalty of perjury that
the matters set forth in the foregoing certificate are true and correct.
Executed at Los Angeles, California, on December 16, 1978.
-s- Charles R. Gregg
--------------------------------------
Charles R. Gregg
-s- Thomas C. Barrett
--------------------------------------
Thomas C. Barrett
2
202437 A269577
[SECRETARY OF STATE CALIFORNIA SEAL]
CERTIFICATE OF OWNERSHIP
Charles R. Gregg and Thomas C. Barrett hereby certify that
they are the President and Secretary, respectively, of Gregg Industries, Inc. a
California corporation, and further certify that:
a) Gregg Industries, Inc. owns all of the outstanding
shares of stock of Gregg Investments, Inc., a California corporation.
b) At a duly held meeting of the Board of Directors
of Gregg Industries, Inc. the following resolution was approved and
adopted by the unanimous action of its Board of Directors and provided
for the merger of Gregg Investments, Inc., a California corporation,
with and into Gregg Industries, Inc. and for the assumption by Gregg
Industries, Inc. of all of the liability of Gregg Investments, Inc.:
Whereas, this Corporation owns all of the outstanding
shares of stock of Gregg Investments, Inc., a California
corporation; and
Whereas, it is deemed advisable and in the best
interests of the Corporation and its shareholders that this
Corporation merge with Gregg Investments, Inc. and assume all
its obligations;
It is therefore Resolved that this Corporation merge
Gregg Investments, Inc. into itself and assume all its
obligations in accordance with the provisions of Section 1110
of the Corporations Code of the State of California;
It is further Resolved that the president or any
vice-president and the secretary or any assistant secretary of
this Corporation are hereby authorized and empowered to
execute and file a certificate of ownership, as prescribed by
Section 1110 of the Corporations Code of the State of
California, and take such further action as may be necessary
and proper to implement such merger.
At the meeting of the Board of Directors of Gregg Industries,
Inc., which was held on July 12, 1983 at the principal executive office of that
corporation located at 10460 Hickson Street, El Monte, California 91734, the
foregoing resolution was approved and adopted by the vote of all five directors,
being the authorized and elected number of directors on the board of directors,
all of whom were present and voting.
Dated: August 15, 1983.
-s- Charles R. Gregg
---------------------------------------
Charles R. Gregg, President
-s- Thomas C. Barrett
---------------------------------------
Thomas C. Barrett, Secretary
Each of the undersigned declares under penalty of perjury that
the matters set forth in the foregoing certificate are true of his own
knowledge.
Executed at El Monte, California on August 15, 1983.
-s- Charles R. Gregg
---------------------------------------
Charles R. Gregg
-s- Thomas C. Barrett
---------------------------------------
Thomas C. Barrett
202437 A398743
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
Gregg Industries, Inc.
A California Corporation
[SECRETARY OF STATE CALIFORNIA SEAL]
Robert Gregg and Tom Hough certify that:
1. They are the president and secretary, respectively, of Gregg
Industries, Inc., a California corporation.
2. The Board of Directors of Gregg Industries, Inc., has approved
the following amendment to Article Fourth of the Articles of Incorporation of
the corporation, as follows:
Fourth; The corporation is authorized to issue only one class
of shares, which shall be designated "common shares," having a
total number of 2,000,000, with the aggregate par value of
$200,000 and the par value of each share is $.10. On the
amendment of this Article as set forth, each issued and
outstanding share of preferred stock shall be exchanged for
common stock at the ratio of 1 share of preferred stock for 2
shares of common stock. No distinction shall exist between the
shares of the corporation or the holder's thereof.
3. The amendment has been approved by the required vote of the
shareholders in accordance with Sections 902 and 903 of the California
Corporations Code. The total numbers of outstanding shares of the corporation
entitled to vote on or consent to the adoption of such amendment is 10,333, of
which 1,053 are preferred shares entitled by the Articles of Incorporation to
two votes per share and 9,280 are common shares entitled by the Articles of
Incorporation to one vote per share, making a total of 11,386 votes entitled to
be cast or represented by written consents thereto; and the number of shares
represented by written consents thereto are as follows: 1,053 preferred shares
representing 2,106 votes and 9,280 common shares representing 9,280 votes making
a total of 11,386 votes represented by said written consents.
4. The taking of such action by written consent of the
shareholders is not precluded by the Articles of Incorporation of said
corporation.
DATED: JANUARY 5, 1991 -s- Robert Gregg
-------------------------
ROBERT GREGG, President
DATED: JANUARY 5, 1991 -s- Tom Hough
-------------------------
TOM HOUGH, Secretary
Each of the undersigned declares under penalty of perjury that
the matters set forth in the foregoing certificate are true and correct of his
own knowledge and that this declaration was executed on January 5, 1991 at El
Monte, California.
DATED: JANUARY 5, 1991 -s- Robert Gregg
-------------------------
ROBERT GREGG
-s- Tom Hough
DATED: JANUARY 5, 1991 -------------------------
TOM HOUGH
202437 A399671
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
[SECRETARY OF STATE CALIFORNIA SEAL]
Gregg Industries, Inc.
A California Corporation
Robert Gregg and Tom Hough certify that:
1. They are the president and secretary, respectively, of Gregg
Industries, Inc., a California corporation.
2. The Board of Directors of Gregg Industries, Inc., has approved
the following amendment to Article Fourth of the Articles of Incorporation of
the corporation, as follows:
Fourth: The corporation is authorized to
issue only one class of shares, which shall
be designated "common shares," having a
total number of 2,000,000 with the aggregate
par value of $200,000 and the par value of
each share is $.10. On the amendment of this
Article as set forth, each outstanding share
is split-up, divided, and converted into 100
shares.
3. The amendment has been approved by the required vote of the
shareholders in accordance with Sections 902 and 903 of the California
Corporations Code. The total numbers of outstanding shares of the corporation
entitled to vote on or consent to the adoption of such amendment is 11,386, all
of which are common shares entitled by the Articles of Incorporation to one vote
per share, making a total of 11,386 votes entitled to be cast or represented by
written consents thereto; and the number of shares represented by written
consents thereto are as follows: 11,386 common shares making a total of 11,386
votes represented by said written consents.
4. The taking of such action by written consent of the
shareholders is not precluded by the Articles of Incorporation of said
corporation.
DATED: JANUARY 30, 1991 -s- Robert Gregg
-------------------------
ROBERT GREGG, President
DATED: JANUARY 30, 1991 -s- Tom Hough
-------------------------
TOM HOUGH, Secretary
Each of the undersigned declares under penalty of perjury that
the matters set forth in the foregoing certificate are true and correct of his
own knowledge and that this declaration was executed on January 30, 1991 at El
Monte, California.
DATED: JANUARY 30, 1991 -s- Robert Gregg
-------------------------
ROBERT GREGG
DATED: JANUARY 30, 1991 -s- Tom Hough
-------------------------
TOM HOUGH
0202437 A450664
AGREEMENT OF MERGER
[SECRETARY OF STATE CALIFORNIA SEAL]
This AGREEMENT OF MERGER, dated December 14, 1993, is made by and
between GREGG INDUSTRIES, INC., a California corporation (hereinafter referred
to as "Surviving Corporation"), and AUTO-CRAFT MACHINE INDUSTRIES, INC., a
California corporation (hereinafter referred to as "Disappearing Corporation"),
with respect to the following:
A. Surviving Corporation is a California Corporation
authorized to issue 2,000,000 shares of common stock
with the aggregate paid in value of $325,869.00, of
which there are outstanding as of the date hereof
931,516 shares.
B. Disappearing Corporation is a California Corporation
authorized to issue 10,000 shares of common stock of
which there are outstanding as of the date hereof
1,000 shares.
C. The parties hereto desire to merge Disappearing
Corporation with and into Surviving Corporation.
NOW, THEREFORE, based upon the mutual promises, covenants, and
1
conditions contained herein, the parties hereto agree as follows:
1. Merger.
On the Effective Date (as defined in Section 6 herein), Disappearing
Corporation shall merge with and into Surviving Corporation so that the
corporate existence of Surviving Corporation shall continue and the separate
corporate existence of Disappearing Corporation shall cease. The corporate
identity, existence, purpose, franchises, powers, rights, and immunities of
Surviving Corporation shall continue unaffected and unimpaired by the merger.
The corporate identity, existence, purpose, franchises, powers, rights, and
immunities of Disappearing Corporation shall be merged into Surviving
Corporation which shall be fully vested therewith.
Surviving Corporation shall be subject to all of the debts and
liabilities of Disappearing Corporation as if Surviving Corporation had itself
incurred them and all rights of creditors and all liens upon the property of
each of Surviving Corporation and Disappearing Corporation shall be preserved
unimpaired, provided that such liens, if any, upon the property of Disappearing
Corporation shall be limited to the property affected thereby immediately prior
the Effective Date.
2. Articles of Incorporation and Bylaws.
The articles of incorporation and bylaws of Surviving
2
Corporation, as in effect on the Effective Date, shall be and remain (until
amended or repealed as provided by law) its articles of incorporation and bylaws
respectively.
3. Directors and Officers.
The present directors and officers of Surviving Corporation shall
continue to serve as the directors and officers of the Surviving Corporation
until the next annual meeting of the Board of Directors or until such time as
their successors have been elected and qualified.
4. Effect of Merger on Outstanding Shares of Surviving
Corporation.
The shares of Surviving Corporation outstanding on the Effective Date
shall not be changed or converted as a result of the merger but shall remain
outstanding as shares of Surviving Corporation.
5. Exchange of Share Certificates and Other Consideration.
After the Effective Date, Raymond M. Fitzpatrick ("Fitzpatrick") and
Robert C. Gregg ("Gregg"), shareholders of Disappearing Corporation, shall
surrender their respective share certificates, duly endorsed as Surviving
Corporation may require, to Surviving Corporation or its agent for cancellation.
Thereupon such shareholders shall receive in exchange therefor certificates of
common shares of Surviving Corporation and other consideration
3
totalling Two Million Dollars ($2,000,000.00), or such other value as determined
in an independent appraisal, as follows:
(a) To Fitzpatrick;
[i] Cash in the amount of One Hundred
ninety-Five Thousand Dollars ($195,000.00) shall be
delivered to Fitzpatrick on or before January 31,
1994 as partial consideration for his shares;
[ii] Cash in the amount of Five Thousand Dollars
($5,000.00) shall be delivered to Fitzpatrick on the
Effective Date as consideration for his covenant not
to compete set forth in Section 9 below;
[iii] Surviving Corporation stock with a value of
Eight Hundred Thousand Dollars ($800,000.00),
determined as of December 31, 1993 by an independent
appraisal. It is anticipated that the appraisal will
be completed on or about May 31, 1994 at which time
the number of shares shall be determined and issued
to Fitzpatrick.
[iv] Fitzpatrick agrees that the stock to be
4
issued under this paragraph shall not be sold or
transferred by Fitzpatrick except as follows: at the
end of each twelve (12) month period after the
issuance of said stock, Fitzpatrick may sell up to
one-third (1/3) of the total amount of shares issued
to Fitzpatrick under this Agreement, unless
Fitzpatrick obtains Surviving Corporation's express
written consent. Any transfer made in violation of
this restriction shall be void. The stock
certificate(s) shall bear a legend condition
restricting the sale of stock for three (3) years,
which shall be binding on the heirs and successors in
interest of Fitzpatrick.
(b) To Gregg Or Gregg And His Spouse, As Trustees Of The Robert C.
Gregg And Christine L. Gregg Trust:
[i] Cash in the amount of Six Hundred Thousand
Dollars ($600,000.00) shall be delivered to Gregg on or before
January 31, 1994 as partial consideration for his shares;
[ii] Surviving Corporation stock with a value of
Four Hundred Thousand Dollars ($400,000.00) determined as of
December 31, 1933 by an
5
independent appraisal. It is anticipated that
the appraisal will be completed on or about
May 31, 1994 at which time the number of
shares shall be determined and issued to
Gregg.
6. Effective Date.
Surviving Corporation and Disappearing Corporation shall each take or
cause to be taken all such actions, or do or cause to be done all such things,
as are necessary, proper, or advisable under the laws of the State of California
to make effective the merger herein provided, subject, however, to receipt of
any required approval by outstanding shares of either party in accordance with
California law and subject also to completion of any necessary qualification of
securities under the Corporate Securities Law of California and compliance with
all other applicable laws.
Unless this Agreement shall be terminated as herein provided, Surviving
Corporation and Disappearing Corporation each agree to use its best efforts,
subject to the foregoing conditions, to take or cause to be taken all actions to
effectuate the merger herein provided.
Upon compliance with applicable laws and upon receipt of any required
approval of the outstanding shares of either party, a copy of this Agreement of
Merger with an officer's certificate of both
6
Surviving Corporation and Disappearing Corporation as required by Section 1103
of the California Corporations Code shall be filed in the office of the
California Secretary of State. The merger shall become effective upon such
filing. The date on which the merger so becomes effective is herein called the
"Effective Date."
7. Operation of Businesses Pending Consummation of Merger.
Prior to the Effective Date, neither Surviving Corporation nor
Disappearing Corporation shall, without the prior written approval of the other,
(a) engage in any activity or transaction other than in the ordinary course of
business, except as contemplated by this Agreement, or (b) issue, sell, or
subdivide any of its shares, except as contemplated by this Agreement, or (c)
issue any shares, any options, warrants, or rights to purchase any shares or any
securities convertible into or exchangeable for any shares, or (d) declare or
pay any dividend or make any distribution on any of its shares, or (e) purchase
or redeem any of its outstanding shares.
8. Termination or Abandonment.
This Agreement of Merger may be terminated and the merger hereby
provided for abandoned at any time prior to the Effective Date (a) by the mutual
consent of the respective boards of directors of Disappearing Corporation and
Surviving Corporation, or (b) if in the opinion of the board of directors of
either Disappearing Corporation or Surviving Corporation, evidenced by a
certified copy of resolutions of such board filed with the other
7
party to this Agreement, the merger it impractical and undesirable by reason of
the fact that demands of dissenting shareholders of either corporation, for
purchase of their shares, are so great in amount as to render the merger
inadvisable, or (c) occurrence of a material and adverse change in the business,
properties, or financial position of the other party. In the event of
termination of this Agreement as herein provided, neither Disappearing
Corporation nor Surviving Corporation or their respective boards of directors or
shareholders shall be liable to the other or its directors or shareholders.
9. Covenant Not to Compete
(a) Covenant. Fitzpatrick agrees that he will not, directly or
indirectly, own, manage, operate, join, control, or participate in the
ownership, management, operation, or control of, or be employed or connected in
any manner with or by, any business, except Gregg Industries, Inc., involving
the manufacturing of iron, turbo-chargers, or truck parts, or under any name
similar to the name of the Surviving Corporation or Disappearing Corporation or
which competes in any similar business in Los Angeles, Orange, Ventura,
Riverside and San Bernardino Counties for a period of three (3) years from the
date hereof, unless Fitzpatrick obtains the prior written consent of Surviving
Corporation.
(b) Injunctive Relief. Fitzpatrick agrees that the remedy at law for
any breach by him of any provision of this paragraph will
8
be inadequate and that, in addition to any other remedies it may have,
Surviving Corporation shall be entitled to temporary and permanent injuctive
relief without the necessity of proving actual damage to Surviving Corporation.
10. Assumption of Lease.
Effective as of the Effective Date, Surviving Corporation shall assume
all of the obligations of the Disappearing Corporation under that certain
Standard Industrial Lease - Net dated as of March 1, 1990 between Fitzpatrick
and Gregg, as Lessor, and the Disappearing Corporation, as Lessee, relating to
the Disappearing Corporation's facility at 11904 South Burke street, Santa Fe
Springs, California 90670, for a period of one (1) year from the Effective Date
or until Fitzpatrick and Gregg sell said real property, whichever is earlier.
Such obligations shall include, without limitation, the obligation to pay the
rental payments equivalent to the cost of debt service, taxes, insurance, and
maintenance expenses, which are estimated to be approximately $7,500.00 per
month. It is the understanding between Lessor and Lessee that the payment
provided for herein shall meet the obligations of Lessee for payments under said
Lease.
11. Employment.
Surviving Corporation shall employ Fitzpatrick for a term of three (3)
years at an annual salary equal to One Hundred Fifty Thousand Dollars
($150,000.00) per year, with such benefits,
9
including insurance and a company vehicle, as is customary for other management
level executives of Surviving Corporation, all as set forth in an Employment
Agreement between Surviving Corporation and Fitzpatrick.
12. General Provisions.
(a) Governing Law: This Agreement of Merger shall be governed by the
law of the State of California.
(b) Entire Agreement: This Agreement between the parties hereto
constitutes the entire agreement of the parties hereto and supersedes any prior
written or oral agreements between them concerning the subject matter contained
herein.
(c) Counterparts: This Agreement may be executed in any number of
counterparts and each such counterpart shall be deemed to be an original
instrument, but all of such counterparts together shall constitute but one
agreement.
(d) Further Assurances: Disappearing Corporation shall from time to
time upon request by Surviving Corporation execute and deliver all such
documents and instruments and take all such action as Surviving Corporation may
request in order to vest or evidence the vesting in Surviving Corporation of
title to and possession of
///
///
10
all rights, properties, assets, and business of Disappearing Corporation, or
otherwise to carry out the full intent and purpose of this Agreement.
IN WITNESS THEREOF, Disappearing Corporation and Surviving Corporation
have caused this Agreement of Merger to be executed as of the day and year first
written above.
Surviving Corporation:
GREGG INDUSTRIES INC.
By: -s- ROBERT C. GREGG
------------------------------
ROBERT C. GREGG, President
By: -s- MARK GROUT
-------------------------
MARK GROUT, Secretary
Disappearing Corporation:
AUTO-CRAFT MACHINE INDUSTRIES INC.
By: -s- RAYMOND M. FITZPATRICK
--------------------------------
RAYMOND M. FITZPATRICK, President
By: -s- ROBERT C. GREGG
----------------------------------
ROBERT C. GREGG, Secretary
By signing below, the undersigned hereby consents to the provisions of
Sections 5(a)(iv), 9 and 11 of this Agreement of Merger.
-s- RAYMOND M. FITZPATRICK
----------------------------------
RAYMOND M. FITZPATRICK
11
OFFICER'S CERTIFICATE OF MERGER
FOR
GREGG INDUSTRIES, INC.
We, the undersigned, do certify that:
1. We are, and at all time herein mentioned, were the duly
elected and qualified President and Secretary of GREGG INDUSTRIES, INC., a
corporation organized and existing under the laws of the State of California.
2. On December 14, 1993, the principal terms of the merger
agreement in the form attached hereto were approved by the Board of Directors of
said corporation.
3. The total number of outstanding shares of each class of said
corporation entitled to vote on the merger is:
931,516 Common Shares
4. The merger agreement was entitled to be and was approved by
the Board of Directors of said corporation alone under the provisions of Section
1201 of the California Corporations Code because the Shareholders of said
corporation immediately prior to the merger shall own, immediately after the
merger, equity securities, other than a warrant or right to subscribe or
purchase
1
equity securities, of the surviving corporation possessing more than five-sixths
of the voting power of the surviving corporation, to wit: the Shareholders of
said corporation immediately before the merger will immediately after the merger
own 92% of the outstanding voting shares of the surviving corporation,
calculated as follows:
No. of Shares Held No. of Shares Held Total Outstanding
Prior to Merger By After Merger By Shares After
Shareholders of Shareholders of Merger
Corporation Prior Corporation Prior ------------------
to Merger to Merger
- ------------------ ------------------
931,516 975,960 1,064,849
[** 975,960/1,064,349 = 92%)
We declare under penalty of perjury that the foregoing matters stated
in this certificate are true of our own knowledge.
Executed at El Monte, California on April 30, 1994.
-s- Robert C. Gregg
--------------------------
Robert C. Gregg, President
-s- Mark Grout
--------------------------
Mark Grout, Secretary
2
OFFICER'S CERTIFICATE OF MERGER
FOR
AUTO-CRAFT MACHINE INDUSTRIES, INC.
We, the undersigned, do certify that:
1. We are, and at all time herein mentioned, were the duly
elected and qualified President and Secretary of AUTO-CRAFT MACHINE INDUSTRIES,
INC., a corporation organized and existing under the laws of the State of
California.
2. On December 14, 1993, the principal terms of the merger
agreement in the form attached hereto were approved by the corporation by a vote
of a number of shares of each class which equaled or exceeded the vote required,
under the General Corporation Law of California, for approval of the principal
terms of the merger described in the attached agreement by the outstanding
shares of each class of said corporation.
3. The total number of outstanding shares of each class of said
corporation entitled to vote on the merger was and is:
1000 Common Shares
4. Each class of shares of said corporation entitled to vote on
the merger agreement, the percentage vote required by each
1
class, and the number and percentage of affirmative votes cast by each class is
as follows:
PERCENTAGE AFFIRMATIVE PERCENTAGE
VOTE VOTES VOTE
CLASS REQUIRED CAST OBTAINED
- --------- ----------- ----------- ----------
Common 100% 1000 100%
We declare under penalty of perjury that the foregoing matters stated
in this certificate are true of our own knowledge.
Executed at El Monte, california on April 30, 1994.
-s- Raymond M. Fitzpatrick
--------------------------------
Raymond M. Fitzpatrick, President
-s- Robert C. Gregg
---------------------------------
Robert C. Gregg, Secretary
[SEAL]
2