EXHIBIT 3.15
SHELLER-GLOBE CORPORATION
ARTICLES OF INCORPORATION, AS AMENDED
AGREEMENT OF MERGER
AGREEMENT OF MERGER dated as of February 24, 1986, by and between
Sheller-Globe Corporation, an Ohio corporation (hereinafter sometimes called
"Sheller-Globe") and NEACSUB, INC., a Delaware corporation (hereinafter
sometimes called "NEACSUB"), both of such corporations being sometimes referred
to as the "Constituent Corporations."
WITNESSETH:
WHEREAS, Sheller-Globe was incorporated under the laws of the State of
Ohio on February 23, 1929, presently exists, and is in good standing under the
laws of the State of Ohio; and
WHEREAS, NEACSUB was incorporated under the laws of the State of
Delaware on February 18, 1986, presently exists, and is in good standing under
the laws of the State of Delaware; and
WHEREAS, the Board of Directors of Sheller-Globe and NEACSUB deem it
advisable for the mutual benefit of the Constituent Corporations and their
respective shareholders that NEACSUB be merged into Sheller-Globe upon the terms
and conditions hereinafter set forth, and such Boards of Directors have approved
this Agreement of Merger; and
WHEREAS, NEAC, INC., a Delaware corporation (the "Purchaser"),
NEACSUB (which is a wholly-owned subsidiary of the Purchaser), and
Sheller-Globe have entered into an Agreement and Plan of Merger, dated as of the
date hereof (the "Agreement and Plan"), providing for the acquisition of
Sheller-Globe by the Purchaser by means of merger of NEACSUB into Sheller-Globe
and setting forth certain representations, warranties, covenants and agreements
in connection with the merger;
NOW, THEREFORE, it is agreed that NEACSUB shall be merged into
Sheller-Globe on the following terms and in the following manner:
ARTICLE I
Effective Time
This Agreement of Merger, if not terminated as provided in Article XV
hereof, shall become effective on the day and time (the "Effective Time") when a
certificate complying with the provisions of Section 1701.81, Ohio Revised Code,
containing a signed copy of this Agreement of Merger or a copy thereof, is duly
filed with the Secretary of State of the State of Ohio, which filing shall be
made either at the same time or following the time a certificate complying with
the provisions of Section 252 of the General Corporation Law of the State of
Delaware is duly filed with the Secretary of State of the State of Delaware.
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ARTICLE II
Merger
NEACSUB shall be merged into Sheller-Globe at the Effective Time
pursuant to Section 1701.78 and other applicable provisions of Chapter 1701 of
the Ohio Revised Code, on the terms and conditions hereinafter set forth. The
separate corporate existence of NEACSUB shall cease at the Effective Time, and
Sheller-Globe, which shall survive such merger, shall continue in existence.
This Agreement of Merger shall constitute the Articles of Incorporation, as
amended, of Sheller-Globe as the surviving corporation (hereinafter called the
"Surviving Corporation" or the "Corporation").
ARTICLE III
Name of Surviving Corporation
The name of the Surviving Corporation shall be Sheller-Globe
Corporation.
ARTICLE IV
Purposes
The purposes of the Surviving Corporation are as follows:
(a) To engage in and carry on a general manufacturing and mercantile
business, including the manufacture, purchase, sale, lease and
otherwise dealing in materials of any name or nature, and the
doing of all things incident or convenient thereto.
(b) To maintain and operate motor vehicle repair shops and garages.
(c) To purchase, acquire, hold, convey, lease, mortgage or otherwise
dispose of property, real or personal, tangible or intangible.
(d) To borrow money and issue, sell or pledge bonds, promissory
notes, bills of exchange, debentures and other obligations or
evidences of indebtedness, payable at specified time or times, or
payable on the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured.
(e) To purchase, acquire, guarantee, hold and dispose of shares,
bonds and other evidences of indebtedness, or contracts of any
corporation, domestic or foreign.
(f) To purchase, hold, sell and transfer shares of its own capital
stock (of any class), bonds, and other obligations of the
Corporation from time to time, to such extent, and in such manner
and upon such terms as its Board of Directors shall
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determine; provided, that the Corporation shall not use any of its
funds or property for the purchase of its own shares of capital
stock when such use would cause any impairment of its capital;
and, provided further, that shares of its own capital stock
belonging to the Corporation shall not be voted.
(g) To engage in any lawful act or activity for which corporations may
be formed under Sections 1701.01 to 1701.98 of the Ohio Revised
Code.
ARTICLE V
Statutory Agent and Principal Office
The statutory agent of the Surviving Corporation, upon whom any
process, notice, or demand against either of the Constituent Corporations or the
Surviving Corporation may be served, shall be CT Corporation System, 815
Superior Avenue, N.E., Cleveland, Ohio 44114. The principal office of the
Surviving Corporation shall be in Toledo, Lucas County, Ohio.
ARTICLE VI
Code of Regulations
The Code of Regulations of the Surviving Corporation shall be the
amended Code of Regulations of Sheller-Globe.
ARTICLE VII
Board of Directors
The names of the directors of the Surviving Corporation at the time
the merger becomes effective shall be:
Chester Devenow
Lawrence E. Brinn
Frank N. Ikard
Marshall S. Cogan
Stephen C. Swid
Jeffrey B. Lane
Alan D. Feld
who shall serve until their successors have been duly elected or appointed and
qualified or until their earlier death, resignation, or removal from office. If
any of the persons named shall be unable or unwilling to serve as a director of
the Corporation, the Board of Directors of the Corporation may fill such
vacancy as provided in Section 1701.58 of the Ohio Revised Code.
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ARTICLE VIII
Authorized Capital
The authorized capital of the Surviving Corporation shall be
24,000,000 shares of Common Stock, no par value.
ARTICLE IX
Stated Capital
The stated value of each share of Common Stock, no par value, shall be
$1.00 per share. The stated capital of the Surviving Corporation at the
Effective Time shall be determined by multiplying the number of each outstanding
share by its stated value.
ARTICLE X
Capital and Surplus
The earned surplus of the Surviving Corporation shall be the earned
surplus of Sheller-Globe at the Effective Time of the merger, and the capital
surplus of the Surviving Corporation shall be the capital surplus of
Sheller-Globe at the Effective Time of the merger plus capital surplus arising
upon the merger of NEACSUB into Sheller-Globe.
ARTICLE XI
Conversion of Shares
At the Effective Time, by virtue of the merger and without any further
action on the part of NEACSUB or Sheller-Globe or a holder of any of the Shares
(individually a "Share" and collectively the "Shares") of common stock, no par
value, of Sheller-Globe (the "Common Stock"):
(a) Each Share issued and outstanding (which for purposes of this
Agreement shall include Shares which are reserved for issuance in
connection with prior mergers involving Sheller-Globe) immediately
prior to the Effective Time (other than Dissenting Shares, as
hereinafter defined, Shares owned by Purchaser, NEACSUB or any
other subsidiary of Purchaser and Shares held in the treasury of
Sheller-Globe) shall be converted into and shall represent the
right to receive (i) $39 in cash (the "Cash Amount") and (ii) such
Discount Junior Subordinated Notes (the "Junior Notes") to be
issued by the Surviving Corporation
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having terms and provisions substantially in the form set forth in
Annex I hereto and in such principal amount (the "Note Amount")
and bearing such rate of interest as would cause such Junior Notes
to have a market value, in the Investment Bankers' Opinion, equal
to approximately $7.73 (the "Note Value") (the Cash Amount and the
Note Amount are hereinafter sometimes collectively referred to as
the "Merger Consideration"). For the purposes of this subparagraph
(a), the Investment Bankers' Opinion shall mean the joint opinion
with respect to the market value of the Junior Notes of Merrill
Lynch Capital Markets of Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and Bear, Stearns & Co. Inc. ("Bear
Stearns"), financial advisors to the Company, and Shearson Lehman
Brothers Inc. ("Shearson"), financial advisor to Purchaser and Sub
(or, if Merrill Lynch and Bear Stearns on the one hand and
Shearson on the other hand are unable to agree, an opinion of
another investment banking firm of national standing chosen by
them), which market value shall be determined on a fully
distributed basis after the close of business on the second
business day prior to the date of the Shareholders' Meeting (as
defined in Section 3.10 of the Agreement and Plan).
(b) Each Share held in the treasury of Sheller-Globe and each Share
owned by Purchaser, NEACSUB, or any subsidiary of Sheller-Globe,
immediately prior to the Effective Time shall be cancelled and
cease to exist, and no payment or other consideration shall be
made in respect thereof.
(c) Each share of common stock, par value $.01 per share, of NEACSUB
issued and outstanding immediately prior to the Effective Time
shall be converted into one validly issued, fully paid and
nonassessable share of common stock, no par value, of the
Surviving Corporation.
(d) Notwithstanding anything in this Agreement to the contrary, Shares
which are outstanding immediately prior to the Effective Time and
which are held by shareholders who shall not have voted such
Shares in favor of the adoption of this Agreement and the approval
of the merger and who shall have delivered a written demand for
payment of the fair cash value of such Shares in the manner
provided in Section 1701.85, Ohio Revised Code, ("Dissenting
Shares") shall not be converted into or be exchangeable for the
right to receive the Merger Consideration, but the holders thereof
shall be entitled to payment of the fair cash value of such Shares
in accordance with the provisions of Section 1701.85, Ohio Revised
Code; provided, however, that (i) if any holder of Dissenting
Shares shall subsequently withdraw his demand for payment of the
fair cash value of such Shares (with the consent of the Surviving
Corporation), or (ii) if any holder fails to comply with such
Section 1701.85 (unless the Surviving Corporation acting through
its Board of Directors waives such failure), or (iii) if the
Surviving Corporation and the holder of Dissenting Shares shall
not have come to an agreement as to the fair cash value of such
holder's Dissenting Shares, and neither such holder of Dissenting
Shares nor the
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Surviving Corporation has filed or joined in a petition demanding
a determination of the value of all Dissenting Shares within the
period provided in Section 1701.85, Ohio Revised Code, the right
and obligation of such holder or holders, as the case may be, to
receive such fair cash value and to sell such Shares shall
terminate, and such Shares shall thereupon be deemed to have been
extinguished and to have been converted into, at the Effective
Time, the right to receive the Merger Consideration, without
interest thereon.
(e) The Surviving Corporation shall (i) assume the obligations, if
any, to pay the fair cash value of any Shares as to which the
holders thereof have perfected dissenters' rights under Section
1701.85, Ohio Revised Code, and (ii) notify the Disbursing Agent
(hereinafter defined) of the names of the holders who have, and
the number of Shares with respect to which there are, perfected
statutory rights of dissenting shareholders. Persons who have
perfected statutory rights of dissenting shareholders as aforesaid
shall not be paid by the Disbursing Agent as provided in this
Agreement except upon instructions from the Surviving Corporation.
ARTICLE XII
Surrender of Shares
(a) At or prior to the Effective Time, there shall have been
deposited in trust with a disbursing agent (the "Disbursing
Agent") as agent for the holders of Shares, the cash and Junior
Notes to which holders of Shares shall be entitled at the
Effective Time pursuant to subparagraph (a) of Article XI and
subparagraph (b) of this Article XII. As soon as practicable after
the Effective Time, the Disbursing Agent shall mail to each record
holder, as of the Effective Time, of an outstanding certificate or
certificates which immediately prior to the Effective Time
represented Shares (individually, a "Certificate" and collectively
the "Certificates"), a letter of transmittal and instructions for
use in effecting the surrender of the Certificates for payment
thereof. Upon surrender to the Disbursing Agent of a Certificate,
together with such duly executed letter of transmittal, the holder
of such Certificate shall receive in exchange therefor (i) cash in
an amount equal to the product of the number of Shares represented
by such Certificate and the Cash Amount and (ii) subject to
subparagraph (b) of this Article XII, a Junior Note in principal
amount equal to the product of the number of Shares represented by
such Certificate and the Note Amount. No interest will be paid or
accrued on the cash payable upon the surrender of Certificates.
Interest shall accrue and be payable with respect to the Junior
Notes only to the extent that the Junior Notes, by their terms,
specifically provide for the accrual and payment of interest,
provided, however, that no interest or other distribution payable
after the Effective Time with respect to the Junior
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Notes shall be paid to the holder of any unsurrendered Certificate
until the holder thereof surrenders such Certificate. Until so
surrendered and exchanged, each such Certificate shall, after the
Effective Time, be deemed to represent only the right to receive
the Merger Consideration, and until such surrender and exchange,
no cash or Junior Notes shall be delivered to the holder of such
outstanding Certificate in respect thereof. If payment is to be
made to a person other than the person in whose name a surrendered
Certificate is registered, it shall be a condition to such payment
that the Certificate so surrendered shall be endorsed or shall be
otherwise in proper form for transfer and that the person
requesting such payment shall have paid any transfer and other
taxes required by reason of such payment in a name other than that
of the registered holder of the Certificate surrendered or shall
have established to the satisfaction of Purchaser that such tax
either has been paid or is not payable. If any cash or Junior
Notes deposited with the Disbursing Agent for purposes of payment
in exchange for such Shares remains unclaimed following the
expiration of six months after the Effective Time, such cash or
Junior Notes shall be delivered to Purchaser by the Disbursing
Agent and, thereafter the surrender and exchange shall be effected
directly with Purchaser. From and after the Effective Time, the
holders of Certificates shall cease to have any rights with
respect to such Shares, except as otherwise provided herein or by
law.
(b) Junior Notes shall be issued only in denominations of $1,000 and
integral multiples of $1,000. Former holders of Shares will not be
entitled to receive Junior Notes in principal amounts less than
$1,000, or in principal amounts in excess of $1,000 but less than
the next highest integral multiple of $1,000 ("Fractional
Amounts") but will instead be entitled to receive from the
Disbursing Agent a cash payment in lieu of Fractional Amounts in
an amount equal to the Fractional Amount multiplied by a fraction,
the numerator of which is the Note Value and the denominator of
which is the Note Amount.
(c) At and after the Effective Time, the stock transfer books of the
Surviving Corporation shall be closed and there shall be no
further registration of transfers of Shares thereafter on the
records of the Surviving Corporation. If, after the Effective
Time, Certificates are presented to the Surviving Corporation,
they shall be cancelled and exchanged for the Merger
Consideration, as provided in this Article XII.
ARTICLE XIII
Preemptive Rights
The holders of Common Stock shall not have any preemptive rights to
subscribe to any obligations or securities issued by the Corporation.
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ARTICLE XIV
Effect of the Merger
At the Effective Time, all and singular, the rights, privileges,
immunities, powers, goodwill, franchises and authority, of a public as well as
of a private nature, all property, real, personal and mixed, and every interest
therein, and all debts and obligations belonging to NEACSUB shall be, and they
hereby are, bargained, conveyed, granted, confirmed, transferred, assigned and
set over to and vested in, the Surviving Corporation without further act or
deed, and become property and rights and interests of the Surviving Corporation
as they were of NEACSUB; and all rights of creditors of, and all liens upon any
property of NEACSUB shall be preserved unimpaired, and all obligations, debts,
duties and liabilities of NEACSUB (including, without limitation, the
indemnification of officers or directors of NEACSUB to the extent they would
have been indemnified by NEACSUB), any agreement to which NEACSUB shall be a
party at the Effective Time of the merger and any action or failure to act of
whatsoever nature on the part of NEACSUB prior to the Effective Time of the
merger, shall attach to the Surviving Corporation, and may be enforced against
it, to the same extent as if said obligations, debts, duties and liabilities had
been incurred or contracted by it. Sheller-Globe and NEACSUB each agrees that it
will execute and deliver, or cause to be executed and delivered, all such deeds
and other instruments, and will take or cause to be taken such further or other
action, as the Surviving Corporation may deem necessary or desirable in order to
effectuate the foregoing and otherwise to carry out the intent and purpose of
this Agreement of Merger.
ARTICLE XV
Termination of Merger
Anything in this Agreement of Merger or elsewhere to the contrary
notwithstanding, this Agreement of Merger shall terminate forthwith in the event
that the Agreement and Plan shall be terminated as therein provided. In the
event of the termination of this Agreement of Merger this Agreement of Merger
shall forthwith become null and void.
ARTICLE XVI
Counterparts
This Agreement of Merger may be executed in two or more counterparts
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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ARTICLE XVII
Amendment
Any of the terms or conditions of this Agreement of Merger may be
waived at any time by whichever of the Constituent Corporations is, or the
shareholders of which are, entitled to the benefit thereof by a writing executed
on behalf of such Constituent Corporation; and this Agreement of Merger may be
amended, modified or supplemented in any manner by an agreement in writing
executed on behalf of the Constituent Corporations, at any time before or after
approval of this Agreement of Merger by the shareholders of Sheller-Globe;
provided, however, that no such waiver, amendment, modification or supplement
which shall materially adversely affect the rights of such shareholders shall be
made after approval by the shareholders of Sheller-Globe without the further
approval of such shareholders.
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ANNEX I TO THE AGREEMENT OF MERGER
Issue: Discount Junior Subordinated Notes ("the Junior Notes")
Issuer: Sub/the Surviving Corporation
Market Value: Approximately $7.73 per Share
Principal Amount: Approximately $15.50 per Share in current market
conditions, subject to adjustment as provided in
the Merger Agreement.
Interest Payments: Accrued from , 1991, payable on a
semi-annual basis in arrears commencing
on , 1991.
Coupon: 14-1/2% per annum, but subject to adjustment under
certain conditions described more fully in the
Merger Agreement.
Term: , 2001 (approximately the fifteenth
anniversary of issuance).
Redemption: Notes may be redeemed at any time, in whole or in
part, at the Company's option, at par plus
accrued interest.
Mandatory Redemption: A mandatory sinking fund equal to 20% of the principal
amount would commence on , 1997
(approximately the eleventh anniversary of issuance).
Subordination: Payment of the principal of and interest on Notes will
be subordinated in right of payment to the prior
payment in full of all senior and senior
subordinated indebtedness. The indenture will not
restrict the Company from incurring additional
senior indebtedness.
Covenants: The Company will duly pay (or cause to be paid)
principal of and interest on, and sinking fund
payments for, the Notes. The Company will also
maintain an office or agency in New York for
presentation and surrender of the Notes. The
Company will deposit with a Paying Agent, on or
before each due date of principal and/or interest,
a sum sufficient to pay such amount becoming due.
The Company will do all things to preserve (1) its
corporate existence, and (2) its material rights,
provided that the Company shall not be required to
preserve any such rights or franchise if the Board
of Directors determines that preservation thereof is
no longer desirable in the conduct of business of
the Company, and loss thereof is not disadvantageous
to Note holders in any material respect.
Listing and
Registration: The Junior Notes will be issued subject to a
Registration Statement. The Company will use its
best efforts to have the Junior Notes listed on
a national securities exchange.
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CERTIFICATE OF AMENDMENT
by Shareholders to the Articles of Incorporation of
SHELLER-GLOBE CORPORATION
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(Name of Corporation)
David K. Ware , who is:
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[ ] Chairman of the Board [ ] President [X] Vice President (check one)
and
Evelyn Simon , who is [X] Secretary [ ] Assistant Secretary (Check one)
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of the above named Ohio corporation for profit do hereby certify that: (check
the appropriate box and complete the appropriate statements)
[ ] a meeting of the shareholders was duly called for the purpose of adopting
this amendment and held on _____________, 19 _______ at which meeting a
quorum of the shareholders was present in person or by proxy, and by the
affirmative vote of the holders of shares entitling them to exercise
_______% of the voting power of the corporation.
[X] in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to
amend the articles was adopted:
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended so as to change the FIRST Article thereof so that, as amended, said
Article shall be and read as follows:
"FIRST: The name of the Corporation is United Technologies Automotive
Systems, Inc."
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of
the corporation, have hereto subscribed their names this 8th day of August,
1991.
By /s/ David K. Ware
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(Chairman, President, Vice President)
By /s/ Evelyn Simon
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(Secretary, Assistant Secretary)
NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
CERTIFICATE OF AMENDMENT
BY DIRECTORS OF
United Technologies Automotive Systems, Inc.
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(Name of Corporation)
Lawrence V. Mowell who is:
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[ ] Chairman of the Board [ ] President [X] Vice President (check one)
and
John Healy who is: [ ] Secretary [X] Assistant Secretary (check one)
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of the above named Ohio corporation for profit do hereby certify that:
[ ] a meeting of the Board of Directors called and held on the the ____ day of
__________, 19 ____.
[X] in writing signed by all the Directors pursuant to Section 1701.54 of the
Ohio Revised Code,
the following resolution was adopted pursuant to Section 1701.70(B)( )(insert
the proper paragraph number) of the Ohio Revised Code:
RESOLVED, that the First Article to the Articles of Incorporation of United
Technologies Automotive Systems, Inc. be deleted and replaced in its
entirety with the following:
FIRST: The name of the corporation is Lear Corporation Automotive Systems.
RECEIVED
MAY 04 1999
J. KENNETH BLACKWELL
SECRETARY OF STATE
IN WITNESS WHEREOF, the above named officers, acting for and on behalf of
the corporation, have hereunto subscribed their names this ________ day of
_______________, 19_____.
BY: /s/ L.V. Mowell
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(Vice President)
BY: /s/ John Healy
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(Assistant Secretary)
NOTE: Ohio law does not permit one officer or sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.
(OHIO - 876 - 3/4/91)
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