1
EXHIBIT 3.7
ARTICLES OF INCORPORATION
OF
ITCO CORPORATION
WE, THE UNDERSIGNED NATURAL PERSONS OF THE AGE OF EIGHTEEN YEARS OR
MORE, DO HEREBY ASSOCIATE OURSELVES INTO A BUSINESS CORPORATION UNDER THE LAWS
OF THE STATE OF NORTH CAROLINA, AS CONTAINED IN CHAPTER 55 OF THE GENERAL
STATUTES OF NORTH CAROLINA, ENTITLED "BUSINESS CORPORATION ACT", AND THE SEVERAL
AMENDMENTS THERETO, AND TO THAT END DO HEREBY SET FORTH:
1. THE NAME OF THE CORPORATION IS ITCO CORPORATION.
2. THE PERIOD OF DURATION OF THE CORPORATION SHALL BE PERPETUAL.
3. THE PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE:
A. TO CONDUCT AND OPERATE A BUSINESS FOR THE
DISTRIBUTION AND SALE, AT WHOLESALE OR
RETAIL, OF TIRES, BATTERIES, TREAD RUBBER,
ACCESSORIES AND OTHER RELATED PRODUCTS
PERTAINING TO THE TIRE INDUSTRY.
B. TO DO ALL SUCH THINGS AS MAY BE NECESSARY OR
INCIDENTAL TO CONDUCTING AND OPERATING A
BUSINESS FOR THE DISTRIBUTION AND SALE, AT
WHOLESALE OR RETAIL, OF TIRES, BATTERIES,
TREAD RUBBER, ACCESSORIES AND OTHER RELATED
PRODUCTS PERTAINING TO THE TIRE INDUSTRY.
C. TO ENGAGE IN ANY OTHER LAWFUL ACTIVITY
INCLUDING, BUT NOT LIMITED TO, CONSTRUCTING,
MANUFACTURING, RAISING, OR OTHERWISE CARING
FOR ANY TYPE OF STRUCTURE, COMMODITY, OR
LIVESTOCK WHATSOEVER; PROCESSING, SELLING,
BROKERING, FACTORING OR DISTRIBUTING ANY
TYPE OF PROPERTY, WHETHER REAL OR PERSONAL;
EXTRACTING AND PROCESSING NATURAL RESOURCES;
TRANSPORTING FREIGHT OR PASSENGERS BY LAND,
SEA, OR AIR; COLLECTING AND DISSEMINATING
INFORMATION OR ADVERTISEMENT THROUGH ANY
MEDIUM WHATSOEVER; PERFORMING PERSONAL
SERVICES OF ANY NATURE; AND ENTERING INTO OR
SERVING IN ANY TYPE OF MANAGEMENT,
INVESTIGATIVE, ADVISORY, PROMOTIONAL,
FIDUCIARY OR REPRESENTATIVE CAPACITY OR
RELATIONSHIP FOR ANY PERSONS OR CORPORATIONS
WHATSOEVER.
4. THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
AUTHORITY TO ISSUE IS NINE THOUSAND (9,000) SHARES, DIVIDED INTO THREE CLASSES.
THE DESIGNATION OF EACH CLASS, NUMBER OF SHARES OF EACH CLASS, SERIES, IF ANY,
WITHIN EACH CLASS, AND THE PAR VALUE, IF ANY, OF THE SHARES OF EACH CLASS, OR A
STATEMENT THAT THE SHARES OF ANY CLASS ARE WITHOUT PAR VALUE, IS AS FOLLOWS:
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CLASS NUMBER OF SHARES PAR VALUE
----- ---------------- ---------
A COMMON 3,000 $100.00
B COMMON 3,000 $100.00
PREFERRED 3,000 $100.00
THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS WITH RESPECT TO
THE SHARES OF EACH CLASS ARE AS FOLLOWS:
A. THE CLASS A COMMON STOCK SHALL HAVE THE EXCLUSIVE
RIGHT TO VOTE IN ALL MEETINGS OF THE SHAREHOLDERS.
B. THE CLASS B COMMON STOCK SHALL HAVE NO RIGHT TO VOTE
AT MEETINGS OF THE SHAREHOLDERS EXCEPT AS
SPECIFICALLY PROVIDED BY STATUTE. IN ALL OTHER
RESPECTS IT SHALL HAVE THE SAME RIGHTS, PREFERENCES,
AND LIMITATIONS AS THE CLASS A COMMON STOCK.
C. THE PREFERRED STOCK SHALL BE ENTITLED TO RECEIVE AND
THE CORPORATION SHALL BE BOUND TO PAY, OUT OF THE NET
EARNINGS AND ACCUMULATED PROFITS OF THE CORPORATION,
DIVIDENDS PAYABLE ANNUALLY AT THE RATE OF SIX PERCENT
(6%) PER ANNUM ON THE PAR VALUE THEREOF.
D. DIVIDENDS ON THE PREFERRED STOCK SHALL BE CUMULATIVE
AND SHALL BE PAID WITHOUT INTEREST BEFORE ANY
DIVIDENDS ARE DECLARED OR PAID ON THE COMMON STOCK,
BUT THE PREFERRED STOCK SHALL NOT FURTHER SHARE IN
THE EARNINGS OF THE CORPORATION.
E. UPON A DISSOLUTION OF THE CORPORATION, THE PREFERRED
STOCK SHALL BE REPAID ITS PAR VALUE, TOGETHER WITH
ALL ACCUMULATED AND UNPAID DIVIDENDS, BEFORE ANY
AMOUNT IS PAID ON THE COMMON STOCK, BUT AFTER SUCH
PAYMENT, THE PREFERRED STOCK SHALL NOT FURTHER SHARE
IN THE ASSETS OF THE CORPORATION.
F. THE PREFERRED STOCK SHALL HAVE NO VOTES IN ANY
MEETINGS OF THE STOCKHOLDERS OF THE CORPORATION.
G. ALL PREFERRED STOCK, WHENEVER ISSUED, SHALL WITH
RELATION TO ALL OTHER PREFERRED STOCK, HAVE AN EQUAL,
PROPORTIONAL, AND COORDINATE LIEN UPON THE ASSETS OF
THE CORPORATION.
5. THE MINIMUM AMOUNT OF CONSIDERATION FOR ITS SHARES TO BE RECEIVED BY
THE CORPORATION BEFORE IT SHALL COMMENCE BUSINESS IS THREE-HUNDRED AND No/100
DOLLARS ($300.00).
6. THE MAILING ADDRESS FOR THE INITIAL REGISTERED OFFICE OF THE
CORPORATION IS P.O. BOX 641, WILSON, WILSON COUNTY, NORTH CAROLINA, AND THE
STREET ADDRESS OF THE INITIAL REGISTERED OFFICE
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OF THE CORPORATION IS CARGILL AVENUE, WILSON, WILSON COUNTY, NORTH CAROLINA, AND
THE NAME OF THE INITIAL REGISTERED AGENT AT SUCH ADDRESS IS JOHN C. BOLT, JR.
7. THE NUMBER OF DIRECTORS OF THE CORPORATION MAY BE FIXED BY THE
BY-LAWS, BUT SHALL NOT BE LESS THAN THREE. THE NUMBER OF DIRECTORS CONSTITUTING
THE INITIAL BOARD OF DIRECTORS SHALL BE THREE, AND THE NAMES AND ADDRESSES OF
THE PERSONS WHO ARE TO SERVE AS DIRECTORS UNTIL THE FIRST MEETING OF
SHAREHOLDERS OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED ARE:
NAMES ADDRESSES
JOHN C. BOLT, JR. 1109 LAKESIDE DRIVE, WILSON,
NORTH CAROLINA
LEONARD TURNAGE ROUTE 5, BOX 106, WILSON,
NORTH CAROLINA
CLAUDIUS TURNAGE 2514 McNAIR STREET, WILSON,
NORTH CAROLINA
8. THE NAMES AND ADDRESSES OF ALL THE INCORPORATORS ARE:
NAMES ADDRESSES
JOHN C. BOLT, JR. 1109 LAKESIDE DRIVE, WILSON,
NORTH CAROLINA
LEONARD TURNAGE ROUTE 5, BOX 106, WILSON,
NORTH CAROLINA
CLAUDIUS TURNAGE 2514 McNAIR STREET, WILSON,
NORTH CAROLINA
IN TESTIMONY WHEREOF, WE HAVE HEREUNTO SET OUR HANDS THIS THE 14th DAY
OF SEPTEMBER, 1972.
/s/ JOHN C. BOLT, JR.
------------------------------
JOHN C. BOLT, JR.
/s/ LEONARD TURNAGE
------------------------------
LEONARD TURNAGE
/s/ CLAUDIUS TURNAGE
------------------------------
CLAUDIUS TURNAGE
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STATE OF NORTH CAROLINA
COUNTY OF WILSON
THIS IS TO CERTIFY THAT ON THE 14th DAY OF SEPTEMBER, 1972, BEFORE ME, A
NOTARY PUBLIC, PERSONALLY APPEARED JOHN C. BOLT, JR., LEONARD TURNAGE, AND
CLADIUS TURNAGE, WHO I AM SATISFIED ARE THE PERSONS NAMED IN AND WHO EXECUTED
THE FOREGOING ARTICLES OF INCORPORATION, AND I HAVING FIRST MADE KNOWN TO THEM
THE CONTENTS THEREOF, THEY DID ACKNOWLEDGE THAT THEY SIGNED AND DELIVERED THE
SAME AS THEIR VOLUNTARY ACT AND DEED FOR THE USES AND PURPOSES THEREIN
EXPRESSED.
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY
OFFICIAL SEAL, THIS THE 14th DAY OF SEPTEMBER, 1972.
/s/ [illegible signature]
-----------------------------------
NOTARY PUBLIC
MY COMM. EXPIRES:
11/29/76
- ------------------------
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FILED
MAY 2 1:04 PM '73
THAD EURE
SECRETARY OF STATE
NORTH CAROLINA
ARTICLES OF MERGER OF
FLEET TIRE SERVICE, INC.
INTO
ITCO CORPORATION
Fleet Tire Service, Inc., a North Carolina Corporation, and ITCO
Corporation, a North Carolina Corporation, do hereby execute these Articles of
Merger for the purpose of merging Fleet Tire Service, Inc., into ITCO
Corporation, and to that end do hereby set forth:
1. The plan of merger, which has been approved by the Board of
Directors of each of the undersigned corporations as provided by law, is as
follows:
PLAN OF MERGER OF FLEET TIRE SERVICE, INC.
INTO
ITCO CORPORATION
1. MERGER. Fleet Tire Service, Inc., a North Carolina Corporation,
proposes to merge into ITCO Corporation, a North Carolina Corporation. ITCO
Corporation shall be the surviving corporation.
2. NAME. The name of the surviving corporation shall be ITCO
Corporation.
3. TERMS OF MERGER. The terms and conditions of the merger are as
follows:
A. Fleet Tire Service, Inc., shall be merged into ITCO Corporation in
accordance with the statutory procedure set forth in North Carolina General
Statutes, Sections 55-106, et. seq.
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B. ITCO Corporation shall be the surviving corporation, and the
corporate identity, existence, purposes, powers, franchises, rights, and
immunities of ITCO Corporation shall continue unaffected and unimpaired by the
merger.
C. The merger shall be effective as of the time duly executed Articles
of Merger are filed with the Secretary of State of North Carolina.
D. As of the effective date of the merger, the separate existence of
Fleet Tire Service, Inc., shall cease, and Fleet Tire Service, Inc., and ITCO
Corporation shall become a single corporation, which said single corporation
shall be ITCO Corporation.
E. ITCO Corporation shall, as of the effective date of the merger,
possess all the rights, privileges, immunities, and franchises, as well of a
public as of a private nature, of each of the merging corporations; and all
property, real, personal and mixed, and all debts due on whatever account, and
all other choses in action, and all and every other interest, of or belonging to
or due to each of the merging corporations shall be taken and deemed to be
transferred to and vested in ITCO Corporation without further act or deed; and
the title to any real estate or any interest therein, vested in any of the
parties of this plan of merger shall not revest or be in any way impaired by
reason of such merger.
F. As of the effective date of the merger, ITCO Corporation shall
thenceforth be liable for all the liabilities, obligations, and penalties of
each of the merging corporations, and any claim existing or action or
proceeding, civil or criminal, pending by or against any of said corporations
may be prosecuted as if such merger had not taken place, or ITCO Corporation may
be substituted in its place. Any judgment rendered against any of the merging
corporation
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may be enforced against ITCO Corporation. Neither the rights of creditors nor
any liens upon the property of any of the merging corporations shall be impaired
by the merger.
4. BASIS OF EXCHANGE. The manner and basis of converting the shares of
each of the merging corporations into shares or other securities or other
obligations of ITCO Corporation shall be as follows:
A. As of the effective date of the merger, each common share of Fleet
Tire Service, Inc., held by ITCO Corporation shall cease to exist and shall be
deemed cancelled, retired, and eliminated, and no shares of common stock of ITCO
Corporation shall be issued in respect thereof.
B. As of the effective date of the merger, each share of stock of Fleet
Tire Service, Inc., outstanding in the hands of the public (being all of the
shares of Fleet Tire Service, Inc., other than shares thereof held by ITCO
Corporation), ipso facto, and without any action on the part of the holder
thereof, shall automatically become and be converted into common stock of ITCO
Corporation at the rate of One Class A common share of ITCO Corporation for each
two hundred and fifty shares of common stock of Fleet Tire Service, Inc. The
holders of the shares of Fleet Tire Service, Inc., as defined in this
subparagraph after the effective date of the merger, shall surrender the
certificates representing said shares to ITCO Corporation, and such holder shall
thereupon be entitled to receive in exchange a certificate representing the
number of shares of common Stock of ITCO Corporation into which the shares of
stock represented by the certificate or certificates so surrendered shall have
been converted.
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5. CHANGES IN CHARTER. A statement of any changes in the charter of
ITCO Corporation to be effected by said merger is as follows: None.
6. DISSENTING SHAREHOLDERS. Any shareholder not voting in person or by
proxy in favor of this plan of merger is entitled, upon compliance with North
Carolina General Statutes, Section 55-113, including the twenty-day notice
requirement, to be paid the fair value of their shares as provided in said
section.
2. As to each of the undersigned corporations, the number of shares
outstanding, and the designation and number of outstanding shares of each class
entitled to vote as a class on such plan, were as follows:
NUMBER OF ENTITLED TO VOTE
NAME OF CORPORATION SHARES OUTSTANDING AS A CLASS
------------------- ------------------ -------------------------------------------
Designation of Class Number of Shares
Fleet Tire Service, Inc. 1000 Common 1000
ITCO Corporation 1352 Class A Common 852
Class B Common 500
3. As to each of the undersigned corporations, the total number of
shares voted for and against such plan, respectively, and, as to each class
entitled to vote thereon as a class, the number of shares of such class voted
for and against such plan, respectively, were as follows:
ENTITLED TO VOTE AS A CLASS
---------------------------------------------------
NAME OF CORPORATION TOTAL VOTED FOR TOTAL VOTED AGAINST CLASS VOTED FOR VOTED AGAINST
- ------------------- --------------- ------------------- ---------------------------------------------------
Fleet Tire Service, Inc. 1000 0 Common 1000 0
ITCO Corporation 1352 0 Class A Common 852 0
Class B Common 500 0
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IN WITNESS WHEREOF, The President and Secretary of each of the
above named corporations have executed these Articles of Merger, this the 1st
day of May, 1973.
ATTEST: FLEET TIRE SERVICE, INC.
/s/ LEONARD TURNAGE BY: /s/ JOHN C. BOLT, JR.
- ------------------------ --------------------------------
Secretary President
ATTEST: ITCO CORPORATION
/s/ JAMES L. MATTHEWS BY: /s/ JOHN C. BOLT, JR.
- ------------------------ --------------------------------
Secretary President
NORTH CAROLINA
ROWAN COUNTY Verification by Officers of
a corporation
John C. Bolt, Jr. AND Leonard Turnage being the
President and Secretary, respectively, of Fleet Tire Service, Inc., each being
duly sworn, deposes and says that the facts stated in the foregoing "Articles of
Merger" are true and correct.
/s/ JOHN C. BOLT, JR.
-----------------------------------
President
/s/ LEONARD TURNAGE
-----------------------------------
Secretary
Sworn to and subscribed before me this 1st day of May, A. D. 1973.
/s/ ANN K. PROCTOR
-----------------------------------
Notary Public
My Comm. Expires:
8-29-77
- ------------------------
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NORTH CAROLINA
ROWAN COUNTY Verification by Officers of
a corporation
John C. Bolt, Jr. AND James L. Matthews being the President and
Secretary, respectively, of ITCO Corporation, each being duly sworn, deposes and
says that the facts stated in the foregoing "Articles of Merger"" are true and
correct.
/s/ JOHN C. BOLT, JR.
-----------------------------------
President
/s/ JAMES L. MATTHEWS
-----------------------------------
Secretary
Sworn to and subscribed before me this 1st day of May, A. D. 1973.
/s/ ANN K. PROCTOR
-----------------------------------
Notary Public
My Comm. Expires:
8-29-77
- ------------------------
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FILED
OCT 28 9:14 AM '75
THAD EURE
SECRETARY OF STATE
NORTH CAROLINA
ARTICLES OF AMENDMENT
TO THE CHARTER OF
ITCO CORPORATION
The undersigned corporation, for the purpose of amending its Articles
of Incorporation and pursuant to the provisions of Section 55-103 the General
Statutes of North Carolina, hereby executes the following Articles of Amendment:
1. Name of Corporation: ITCO Corporation.
2. At a regularly convened meeting of the shareholders of the
corporation held on the 17th day of October, A.D. 1975, the following amendment
to the charter of the corporation was adopted by vote of the shareholders:
BE IT RESOLVED that Paragraph 4, in its entirety, of the Articles of
Incorporation of ITCO Corporation is hereby deleted, and in lieu thereof, the
following is hereby substituted:
4. The aggregate number of shares which the corporation shall have
authority to issue is one million (1,000,000) shares of common stock. Said
shares of the common stock shall be without par value.
BE IT FURTHER RESOLVED that new stock certificates for shares of the
corporation shall be issued on the basis of 442.478 shares for each one share of
the $100.00 par value stock surrendered, whether the same shall be Class A
Common shares, or Class B Common shares, and that the shareholder be notified
and directed to surrender the share certificates which are presently issued and
outstanding in exchange for new certificates to be issued.
3. The number of shares of the corporation outstanding at the time of
the adoption of said amendment or amendments was 1356, and the number of shares
entitled to vote thereon was 1356. The designation of each class entitled to
vote as a class on the adoption of said amendment or amendments, and the number
of shares of each class was as follows:
12
CLASS NUMBER OF SHARES
----- ----------------
Class A Common 856
Class B Common 500
4. The number of shares voted for amendment was 1356; and the number of
shares voted against the amendment or amendments was -0-. Voting within each
class entitled to vote as a class was as follows:
NUMBER OF SHARES VOTED
CLASS FOR AGAINST
- ----- --- -------
Class A Common 856 0
Class B Common 500 0
5. Any exchange, reclassification or cancellation of issued shares will
be effected in the following manner: See paragraph 2. above.
6. Any change in the stated capital of the corporation will be effected
in the following manner: None.
7. The amendment herein effected does not give rise to dissenter's
right to payment: All shareholders of the corporation were present at the
meeting of shareholders and voted in favor of the proposals.
IN TESTIMONY WHEREOF, THIS statement is signed by the President and
Secretary this 27th day of October, A.D. 1975.
/s/ JOHN C. BOLT, JR.
-----------------------------------
President
/s/ JAMES L. MATTHEWS
-----------------------------------
Secretary
STATE OF NORTH CAROLINA
COUNTY OF WILSON
This is to certify that on this the 27th day of October, A.D. 1975,
personally appeared before me JOHN C. BOLT, JR., and JAMES L. MATTHEWS, each of
whom, being by me first duly sworn, deposes and says that the foregoing
"Articles of Amendment" in the capacity indicated, that he was authorized so to
sign, and that the statements therein contained are true.
/s/ ANN PROCTOR
-----------------------------------
Notary Public
My Comm. Expires: 5-7-78
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FILED
DEC 9 3:39 PM '80
THAD EURE
SECRETARY OF STATE
NORTH CAROLINA
ARTICLES OF AMENDMENT
AND
REDUCTION OF CAPITAL
The undersigned corporation hereby executes these Articles of Amendment
for the purpose of amending its charter and effecting a reduction of capital.
1. The name of the corporation is ITCO Corporation.
2. The following amendment to the charter of the corporation was
adopted by its shareholders on the 1st day of December, 1980, in the manner
prescribed by law:
Paragraph 4 of the Articles of Incorporation (as previously amended) is
hereby deleted, and in lieu thereof, the following is hereby
substituted:
4. The aggregate number of shares which the corporation shall
have authority to issue is one million (1,000,000) shares of
common stock. Said shares of common stock shall have a par
value of ten cents ($0.10) each.
3. The number of shares of the corporation outstanding at the time of
such adoption was 600,000; and the number of shares entitled to vote thereon was
600,000.
4. The number of shares voted for such amendment was 600,000; and the
number of shares voted against such amendment was - 0 -.
5. The purpose of this amendment is to assign a par value to the
corporation's capital stock and to reduce the stated capital of the corporation.
6. The number of issued shares and the amount of stated capital
represented thereby, before and after reduction, is as follows:
Before Reduction After Reduction
Number of Stated Number of Stated
Class Shares Capital Shares Capital
----- ------ ------- ------ -------
Common 600,000 $135,600.00 600,000 $ 60,000.00
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7. The total amount by which the stated capital of the corporation is
being reduced by virtue of this amendment is $75,600.00.
8. All shareholders will be notified and directed to surrender the
share certificates which are presently outstanding in exchange for new
certificates to be issued. New certificates shall be issued on the basis of one
share of ten cent par value stock for each one share of no par value stock
surrendered.
9. The amendment herein does not give rise to dissenter's rights to
payment: All shareholders of the corporation were present at the meeting of
shareholders and voted in favor of the proposals.
IN WITNESS WHEREOF, these articles are signed by the President and
Secretary of the corporation this 1st day of December, 1980.
ITCO CORPORATION
By: /s/ JAMES L. MATTHEWS
-------------------------------
President
By: /s/ JOHN C. BOLT, JR.
------------------------------
Secretary
STATE OF NORTH CAROLINA
COUNTY OF WILSON
I, Goldie P. Shadding, a Notary Public, hereby certify that on this 1st day of
December, 1980, personally appeared before me James L. Matthews and John C.
Bolt, Jr. each of whom being by me first duly sworn, declared that he signed the
foregoing document in the capacity indicated, that he was authorized so to sign,
and that the statements therein contained are true.
/s/ GOLDIE P. SHADDING
-----------------------------------
Notary Public
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FILED
JUN 30 12:41 PM '81
THAD EURE
SECRETARY OF STATE
NORTH CAROLINA
ARTICLES OF AMENDMENT TO THE CHARTER OF
ITCO CORPORATION
The undersigned corporation hereby executes these Articles of Amendment for
the purpose of amending its charter:
1. The name of the corporation is ITCO Corporation.
2. The following amendment to the charter of the corporation was
adopted by its shareholders on the 23rd day of June, 1981, in the manner
prescribed by law:
Resolved, that the name of the corporation be and the same is hereby
changed to Interstate Tire Company.
3. The number of shares of the corporation outstanding at the time of
such adoption was 600,000; and the number of shares entitled to vote thereon was
600,000 shares.
4. The designation and number of outstanding shares of each class
entitled to vote on such amendment as a class were as follows:
Class Common Number of Shares 600,000
5. The number of shares voted for such amendment was 600,000 and the
number of shares voted against such amendment was 0.
6. The amendment herein effected does not give right to dissenter's
rights to payment for the reason that the only effect of such amendment is to
change the name of the corporation.
IN WITNESS WHEREOF, these articles are signed by the President and
Secretary of the corporation this 23rd day of June, 1981.
ITCO CORPORATION
BY: /s/ JAMES L. MATTHEWS
--------------------------------
President
BY: /s/ JOHN C. BOLT, JR.
--------------------------------
Secretary
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STATE OF NORTH CAROLINA
COUNTY OF WILSON
I, Goldie P. Shadding, a notary public, hereby certify that on this 23
day of June, 1981, personally appeared before me James L. Matthews and John C.
Bolt, Jr., each of whom being by me first duly sworn, declared that he signed
the foregoing document in the capacity indicated, that he was authorized so to
sign, and that the statements therein contained are true.
/s/ GOLDIE P. SHADDING
-----------------------------------
Notary Public
My Comm. Expires: Aug. 13, 1981
17
ARTICLES OF MERGER
OF
METRO TIRE COMPANY, INC.
INTO
INTERSTATE TIRE COMPANY
The undersigned corporations hereby executes these Articles of Merger
for the purpose of merging the wholly-owned subsidiary corporation into its
parent corporation:
I. The following Plan of Merger as duly approved by the board of
directors of each of the undersigned corporations in the manner prescribed by
law:
PLAN OF MERGER
A. CORPORATIONS PARTICIPATING IN MERGER.
The following corporations (the "Merging Corporations") propose to
merge:
METRO TIRE COMPANY, INC.
INTERSTATE TIRE COMPANY
B. NAME OF SURVIVING CORPORATION.
INTERSTATE TIRE COMPANY will be the surviving corporation (the
"Surviving Corporation").
After the merger, the Surviving Corporation will have the name
"INTERSTATE TIRE COMPANY".
C. MERGER.
Pursuant to the terms and conditions of this Plan, the Merging
Corporations will merge into the Surviving Corporation. Upon the merger's
becoming effective, the corporate existence of the Merging Corporations will
cease, and the corporate existence of the Surviving Corporation will continue.
The time when the merger becomes effective is October 1, 1985 and is hereinafter
referred to as the "Effective Date".
D. CONVERSION AND EXCHANGE OF SHARES.
On the Effective Date, the outstanding shares of the Merging
Corporations will be converted and exchanged as follows:
Surviving Corporation. The outstanding shares of the Surviving
Corporation will not be converted or altered in any manner as a result of the
merger and will remain outstanding as shares of the Surviving Corporation.
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E. ABANDONMENT.
After the approval of this Plan by the shareholders of each Merging
Corporation, and at any time prior to the merger's becoming effective, the
directors of the Surviving Corporation may, in their discretion, abandon the
merger.
II. On October 1, 1985, at the time of the approval of the foregoing
Plan of Merger by the board of directors of each of the undersigned corporations
the surviving corporation was the owner of all the outstanding shares of the
other corporation; and the foregoing Plan of Merger does not provide for any
changes in the charter of, or the issuance of any shares by, the surviving
corporation.
IN WITNESS WHEREOF, these articles are signed by the Vice President and
Asst. Secretary of each corporation as of the 1st day of October, 1985.
METRO TIRE COMPANY, INC.
BY: /s/ LEONARD TURNAGE
------------------------------
Vice President
BY: /s/ WILLIAM E. BERRY
------------------------------
Asst. Secretary
INTERSTATE TIRE COMPANY
BY: /s/ LEONARD TURNAGE
------------------------------
Vice President
BY: /s/ WILLIAM E. BERRY
------------------------------
Asst. Secretary
NORTH CAROLINA
WILSON COUNTY
I, Goldie P. Shadding, a Notary Public, hereby certified that on this 3
day of Nov., 1988, personally appeared before me Leonard Turnage and William E.
Berry, each of whom being by me first duly sworn, declared that he signed the
foregoing document in the capacity indicated as an officer of Interstate Tire
Company that he was authorized so to sign, and that the statements therein
contained are true.
/s/ GOLDIE P. SHADDING
-----------------------------------
Notary Public
My Commission Expires:
Sept. 17, 1991
- ------------------------
19
NORTH CAROLINA
WILSON COUNTY
I, Goldie P. Shadding, a Notary Public, hereby certified that
on this 3 day of November, 1988, personally appeared before me Leonard Turnage
and William E. Berry, each of whom being by me first duly sworn, declared that
he signed the foregoing document in the capacity indicated as an officer of
Metro Tire Company, Inc. that he was authorized so to sign, and that the
statements therein contained are true.
/s/ GOLDIE P. SHADDING
-----------------------------------
Notary Public
My Commission Expires:
Sept. 17, 1991
- ------------------------
20
DOCUMENT #510048
DATE 7/23/91 TIME 00:
FILED
RUFUS L. EDMISTEN
SECRETARY OF STATE
NORTH CAROLINA
ARTICLES OF AMENDMENT OF
INTERSTATE TIRE COMPANY
The undersigned corporation hereby executes these Articles of Amendment
for the purpose of amending its charter:
l. The name of the corporation is Interstate Tire Company.
2. The following amendment to the charter of the corporation was
adopted by its shareholders on the 13th day of June, 1991, in the manner
prescribed by law:
The name of said corporation is hereby changed to ITCO Tire Company.
3. The number of shares of the corporation outstanding at the time of
such adoption was 600,000; and the number of shares entitled to vote thereon was
600,000.
4. The number of shares voted for such amendment was 600,000; and the
number of shares voted against such amendment was zero.
5. Any exchange, reclassification or cancellation of issued shares will
be effected in the following manner:
None .
6. Any change in the stated capital of the corporation will be effected
in the following manner:
None .
7. The amendment herein effected does not give rise to dissenter's
rights to payment for the reason that the only effect of such amendment is to
change the name of said corporation.
IN WITNESS WHEREOF, these articles are signed by the President and
Secretary of the corporation this 13th day of June, 1991.
INTERSTATE TIRE COMPANY
BY: /s/ ARMISTEAD BURWELL
------------------------------
President, Armistead Burwell
BY: /s/ WILLIAM E. BERRY
------------------------------
Secretary, William E. Berry
21
NORTH CAROLINA
WILSON COUNTY
I, Goldie P. Shadding, a notary public, hereby certify that on this
14th day of June, 1991, personally appeared before me Armistead Burwell and
William E. Berry, each of whom being by me first duly sworn, declared that he
signed the foregoing document in the capacity indicated, that he was authorized
so to sign, and that the statements therein contained are true.
/s/ GOLDIE P. SHADDING
-----------------------------------
Notary Public
My Commission Expires:
Sept. 14, 1991
- ------------------------
22
0-0075180
FILED
9:00 AM
EFFECTIVE SEP 30 1993
RUFUS L. EDMISTEN
SECRETARY OF STATE
NORTH CAROLINA
ARTICLES OF AMENDMENT OF
ITCO TIRE COMPANY
The undersigned corporation hereby executes these Articles of Amendment
for the purpose of amending its charter:
l. The name of the corporation is ITCO Tire Company.
2. The following amendment to the charter of the corporation was
adopted by its shareholders on the 5th day of October, 1992, in the manner
prescribed by law:
The name of said corporation is hereby changed to ITCO Holding Company,
Inc.
3. The number of shares of the corporation outstanding at the time of
such adoption was 600,000; and the number of shares entitled to vote thereon was
600,000.
4. The number of shares voted for such amendment was 600,000; and the
number of shares voted against such amendment was zero.
5. Any exchange, reclassification or cancellation of issued shares will
be effected in the following manner:
None.
6. Any change in the stated capital of the corporation will be effected
in the following manner:
None.
7. The amendment herein effected does not give rise to dissenter's
rights to payment for the reason that the only effect of such amendment is to
change the name of said corporation.
IN WITNESS WHEREOF, these articles are signed by the President and
Secretary of the corporation this 5th day of October, 1992.
ITCO TIRE COMPANY
BY: /s/ ARMISTEAD BURWELL
------------------------------
President
BY: /s/ WILLIAM E. BERRY
------------------------------
Secretary
23
NORTH CAROLINA
WILSON COUNTY
I, Kathy Tant Webb, a notary public, hereby certify that on this 5th
day of October, 1992, personally appeared before me Armistead Burwell and
William E Berry, each of whom being by me first duly sworn, declared that he
signed the foregoing document in the capacity indicated, that he was authorized
so to sign, and that the statements therein contained are true.
/s/ KATHY TANT WEBB
-----------------------------------
Notary Public
My Commission Expires:
6-5-94
- ------------------------
24
0-0075180
FILED
1:54 PM
EFFECTIVE NOV 30 1995
RUFUS L. EDMISTEN
SECRETARY OF STATE
NORTH CAROLINA
ARTICLES OF MERGER
OF
ITCO ACQUISITION COMPANY OF NORTH CAROLINA, INC.,
a North Carolina Corporation,
INTO
ITCO HOLDING COMPANY, INC.,
a North Carolina Corporation
ITCO Holding Company, Inc., a corporation organized under the laws of
the State of North Carolina (the "Surviving Corporation"), hereby submits these
Articles of Merger for the purpose of merging ITCO Acquisition Company of North
Carolina, Inc., a corporation organized under the laws of the State of North
Carolina (the "Merging Corporation"), into the Surviving Corporation.
1. With respect to each corporation that is a party to the merger:
(a) The Plan of Merger affected hereto and made a part hereof
as Exhibit A was duly approved on and as of November 30, 1995 by the
sole shareholder of the Merging Corporation, as required by the North
Carolina Business Corporation Act.
(b) The Plan of Merger attached hereto and made a part hereof
as Exhibit A was duly approved on and as of November 30, 1995 by the
shareholders of the Surviving Corporation, as required by the North
Carolina Business Corporation Act.
2. These Articles of Merger shall become effective upon filing with the
North Carolina Secretary of State.
Dated: November 30, 1995.
ITCO HOLDING COMPANY, INC.
By: /s/ ARMISTEAD BURWELL, JR.
------------------------------
Name: ARMISTEAD BURWELL, JR.
-----------------------
Title: PRESIDENT
-----------------------
25
PLAN OF MERGER
of
ITCO ACQUISITION COMPANY OF NORTH CAROLINA, INC.
A North Carolina corporation
into
ITCO HOLDING COMPANY, INC.
A North Carolina corporation
ARTICLE I
ITCO Acquisition Company of North Carolina, Inc., a North Carolina
corporation, which is sometimes referred to herein as the "Merging Corporation,"
shall be merged into ITCO Holding Company, Inc., a North Carolina corporation,
which shall be the surviving corporation and which is sometimes referred to
herein as the "Surviving Corporation." Merging Corporation, ITCO Holding
Company, Inc. and the shareholders of ITCO Holding Company, Inc. are parties to
that certain Agreement and Plan of Merger dated as of November 16, 1995, as
amended November 30, 1995 (the "Merger Agreement"), pursuant to which such
parties have agreed to cause the merger (the "Merger") of the Merging
Corporation into ITCO Holding Company, Inc., subject to certain terms and
conditions set forth herein.
ARTICLE II
After the merger, the Surviving Corporation will have the name ITCO
Holding Company, Inc.
ARTICLE III
The terms and conditions of the Merger are set forth in the Merger
Agreement, and include, among other things, the following:
(a) The Articles of Incorporation of ITCO Acquisition Company
of North Carolina, Inc. as of the effective time of the Merger shall be
the Articles of Incorporation of the Surviving Corporation until
changed as provided by law.
(b) The Bylaws of ITCO Acquisition Company of North Carolina,
Inc. as of the effective time of the Merger shall be the Bylaws of the
Surviving Corporation until altered, amended or repealed as provided
therein.
(c) The Directors of ITCO Acquisition Company of North
Carolina, Inc. as of the effective time of the Merger shall be the
Directors of the Surviving Corporation until their successors are
elected or appointed according to the Bylaws of the Surviving
Corporation.
(d) The Officers of the ITCO Acquisition Company of North
Carolina, Inc. as of the effective time of the Merger shall be the
Officers of the Surviving Corporation until their successors are
elected or appointed according to the Bylaws of the Surviving
Corporation.
26
(e) Except insofar as the same may be continued by law or in
order to carry out the purposes of this Plan of Merger, and except as
continued in and merged into the Surviving Corporation, the separate
existence of the Merging Corporation shall cease as of the effective
time of the Merger and the Surviving Corporation shall have and possess
all the rights, privileges, powers, amenities and franchises and all
property of the Merging Corporation, and shall be responsible and
liable for all debts, duties, contracts, liabilities and obligations of
the Merging Corporation.
ARTICLE IV
Subject to the terms and conditions of the Merger Agreement, the manner
and basis of converting the shares of the corporations participating in the
Merger shall be as follows:
(a) The 321,185 shares of common stock, par value $.10, of
ITCO Holding Company, Inc. outstanding as of the effective time of the
Merger shall be cancelled and retired and converted into and become
rights to receive cash consideration in the amount of $56.40 per share.
(b) The shares of common stock, par value $.01, of ITCO
Acquisition Company of North Carolina, Inc. outstanding as of the
effective time of the Merger shall be automatically converted into an
aggregate of 1,000 shares of common stock, $.01 par value, of the
Surviving Corporation on a pro rata basis.
ARTICLE V
The Merger shall be effective upon the filing of Articles of Merger
with the Secretary of State of the State of North Carolina.
ARTICLE VI
As set forth in the Merger Agreement, the Plan of Merger may be
terminated and the Merger contemplated herein may be abandoned at any time, but
only prior to the effective time of the Merger, by mutual written consent of the
Boards of Directors of the Merging Corporation and the Surviving Corporation.
2