FORM 10Q
Exhibit 3(a)
RESTATED
ARTICLES OF INCORPORATION
OF
CITIZENS BANKING CORPORATION
The present name of the Corporation is Citizens Banking Corporation. The
original Articles of Incorporation of the Corporation were filed on November 10,
1980. These Restated Articles of Incorporation were duly adopted by the
Shareholders on April 19, 1988 in accordance with Section 642 of the Business
Corporation Act of Michigan.
ARTICLE I
The name of the Corporation is CITIZENS BANKING CORPORATION.
ARTICLE II
The purpose or purposes for which the Corporation is organized is to engage
in any activity within the purposes for which a Corporation may be organized
under the Business Corporation Act of Michigan, and specifically, but not in
limitation of the foregoing, to be a bank holding company under the Bank Holding
Company Act of 1956, as amended, and to engage in, or acquire an interest in
other companies which engage in, activities closely related to banking as such
activities are defined by the Board of Governors of the Federal Reserve System.
ARTICLE III
The total authorized capital stock is:
Common shares 12,000,000 Par Value $10.00 per share
Preferred shares 3,000,000 No Par Value
ARTICLE IV
(A) A statement of all or any of the relative rights, preferences and
limitations of the common shares is as follows:
(1) Any distribution of profits of the Corporation voted by the directors
as dividends payable in cash, or in shares of the Corporation, or in other
securities of the Corporation or in other securities, shall be distributed to
the shareholders in proportion to their ownership of the shares of the
Corporation.
(2) Each shareholder shall have one vote per share in elections of
directors and on any other matters properly coming up at shareholders' meetings
for action by shareholders.
(3) Voting in elections of directors shall not be cumulative.
(4) Shareholders shall not have preemptive rights to subscribe for or
purchase any authorized but unissued shares of the Corporation or any other
securities or rights to be issued by the Corporation.
(5) In the event of liquidation of the assets of the Corporation after
payment of all of its debts, the remainder of such assets shall be distributed
to the shareholders in proportion to their ownership of the shares of the
Corporation.
(B) The relative rights, preferences and limitations of the preferred
shares shall be determined as follows:
The board of directors is empowered to determine the stated value per share
thereof and to divide and redivide said preferred shares into classes and series
and to designate and redesignate the rights, preferences and limitations of each
class or series.
ARTICLE V
The address of the initial registered office is:
Number One Citizens Banking Center
Flint, Michigan 48502
The name of the initial resident agent at the registered office is:
R. Thomas Carley
ARTICLE VI
The business and affairs of the Corporation shall be managed by or under
the direction of a board of directors consisting of not less than ten nor more
than twenty-five directors, the exact number of directors to be determined from
time to time by resolution adopted by affirmative vote of a majority of the
board of directors elected and serving. The directors shall be divided into
three classes, designated Class I, Class II, and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire board of directors. At the 1986 annual meeting
of shareholders, Class I directors shall be elected for a one-year term, Class
II directors for a two-year term and Class III directors for a three-year term.
At each succeeding annual meeting of shareholders beginning in 1987, successors
to the class of directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year in which his term expires and until
his successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office. Any
vacancy on the board of directors that results from an increase in the number of
directors may be filled by a majority of the board of directors elected and
serving, and any other vacancy occurring in the board of directors may be filled
by a majority of the directors elected and serving, although less than a quorum,
or by a sole remaining director. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor. Notwithstanding the foregoing,
whenever the holders of any one or more classes or series of preferred stock
issued by the corporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of shareholders, the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of these articles of incorporation
applicable thereto, and such directors so elected shall not be divided into
classes pursuant to this article VI unless expressly provided by such terms.
Any amendment, change or repeal of this article VI or any other amendment
or change of this article of incorporation which will have the effect of
modifying or permitting circumvention of this article VI, shall require the
favorable vote, at a meeting of the shareholders of the Corporation, of the
holders of at least two thirds of the then outstanding shares of capital stock
of the Corporation entitled to vote; provided, however, that such two thirds
vote shall not be required for any such amendment, change or repeal recommended
to shareholders by the affirmative vote of not less than three-fourths of the
board of directors then in office, and such amendment, change, or repeal so
recommended shall require only the vote, if any, required under the applicable
provision of the Business Corporation Act of Michigan.
ARTICLE VII
The directors shall have the power to make, alter, amend, change, add to or
repeal the bylaws of the Corporation not inconsistent with the provisions of
these articles of incorporation. The affirmative vote of the holders of not less
than two thirds of the outstanding shares of capital stock of the Corporation
entitled to vote shall be required for the approval and adoption of any
amendment, alteration, change, addition to or repeal of article II, section 3;
article III, section 11 and article III section 12 of the bylaws of the
Corporation proposed by any shareholder of the Corporation.
Any amendment, change or repeal of this article VII, or any other amendment
of these articles of incorporation which will have the effect of modifying or
permitting circumvention of this article VII, shall require the favorable vote,
at a meeting of the shareholders of the Corporation, of the holders of at least
two thirds of the then outstanding shares of capital stock of the Corporation
entitled to vote; provided, however, that such two thirds vote shall not be
required for any such amendment, change or repeal recommended to shareholders by
the affirmative vote of not less than three-fourths of the board of directors,
and such amendment, change, or repeal so recommended shall require only the
vote, if any, required under the applicable provision of the Business
Corporation Act of Michigan.
ARTICLE VIII
Any action required or permitted to be taken at any annual or special
meeting of shareholders of the Corporation, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of not less than two thirds
of the outstanding shares of capital stock of the Corporation entitled to vote.
Any amendment, change or repeal of this article VIII, or any other amendment of
these articles of incorporation which will have the effect of modifying or
permitting circumvention of this article VIII, shall require the favorable vote,
at a meeting of the shareholders of the Corporation, of the holders of at least
two thirds of the then outstanding shares of capital stock of the Corporation
entitled to vote; provided, however, that such two thirds vote shall not be
required for, any such amendment, change or repeal recommended to shareholders
by the affirmative vote of not less than three-fourths of the board of directors
elected and serving, and such amendment, change, or repeal so recommended shall
require only the vote, if any, required under the applicable provision of the
Business Corporation Act of Michigan.
ARTICLE IX
The affirmative vote of (a) the holders of not less than two thirds of the
outstanding shares of capital stock of the corporation entitled to vote and (b)
the holders of not less than a majority of the outstanding shares of capital
stock of the corporation entitled to vote excluding for purposes of determining
the affirmative vote required by this clause (b) all such shares of which a
"Related Person" (as hereinafter defined) shall be a "Beneficial Owner" (as
hereinafter defined), shall be required for the approval or authorization of any
"Business Combination" (as hereinafter defined) involving a Related Person;
provided, however, that the foregoing voting requirements set forth in clauses
(a) and (b) above shall not be applicable, and the provisions of Michigan law
relating to the percentage of shareholder approval, if any, shall apply to any
such Business Combination if:
A. The "Continuing Directors" of the corporation (as hereinafter defined)
by a three-fourths vote thereof have expressly approved the Business
Combination either in advance of or subsequent to the acquisition of
outstanding shares of capital stock of the Corporation that caused the
Related Person to become a Related Person; or
B. If each of the following conditions are satisfied:
1. The aggregate amount of the cash and the fair market value of the
property, securities or other consideration to be received per
share of any class or series of capital stock of the corporation
in the Business Combination by holders of such capital stock of
the corporation, other than the Related Person involved in the
Business Combination, is not less than the "Highest Per Share
Price" or the "Highest Equivalent Price" (as these terms are
hereinafter defined), paid or to be paid by the Related Person in
acquiring any of such class or series of the capital stock of the
corporation outside of such Business Combination; and
2. A proxy statement complying with the requirements of the
Securities Exchange Act of 1934, as amended, shall have been
mailed to all shareholders of the Corporation for the purpose of
soliciting shareholder approval of the Business Combination. The
proxy statement shall contain at the front thereof, in a
prominent place, the position of the Continuing Directors as to
the advisability (or inadvisability) of the Business Combination
and, if deemed advisable by a majority of the Continuing
Directors, the opinion of an investment banking firm selected by
the Continuing Directors as to the fairness of the terms of the
Business Combination, from the point of view of the holders of
the outstanding shares of capital stock of the corporation other
than any Related Person.
For purposes of this Article IX:
1. The term "Business Combination" means (i) any merger, consolidation or
share exchange of the corporation or any of its subsidiaries into or
with any member of any Related Person, in each case irrespective of
which corporation or company is the surviving entity; (ii) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition to or
with any member of any Related Person (in a single transaction or a
series of related transactions) of all or a Substantial Part (as
hereinafter defined) of the assets of the Corporation (including
without limitation any securities of a subsidiary) or a Substantial
Part of the assets of any of its subsidiaries; (iii) any sale, lease,
exchange, mortgage, pledge, transfer or other disposition to or with
the corporation or to or with any of its subsidiaries (in a single
transaction or series of related transactions) of all or a Substantial
Part of the assets of any member of any Related Person; (iv) the
issuance or transfer of any securities of the Corporation or any of
its subsidiaries by the corporation or any of its subsidiaries to any
member of any Related Person (other than an issuance or transfer of
securities which is effected on a pro rata basis to all shareholders
of the Corporation); (v) the acquisition by the Corporation or any of
its subsidiaries of any securities of any member of any Related
Person; and (vi) any agreement, contract or other arrangement
providing for any of the transactions described in this definition of
Business Combination.
2. The term "Related Person" shall mean any individual, corporation,
partnership or other person or entity, including any member of a
"group" (as defined in section 13(d)(3)) of the Securities Exchange
Act of 1934 as in effect at the date of the adoption of this article
by the shareholders of the corporation; such act and such rules and
regulations promulgated thereunder, collectively and as so in effect,
being hereinafter referred to as the "Exchange Act"), and any
"Affiliate" or "Associate" (as defined in Rule 12b-2 of the Exchange
Act) of any such individual, corporation, partnership or other person
or entity which, as of the record date for the determination of
shareholders entitled to notice of and to vote on any Business
Combination, or immediately prior to the consummation of such
transaction, together with their Affiliates and Associates, are
"Beneficial Owners" (as defined in Rule 13d-3 of the Exchange Act) in
the aggregate of ten percent or more of the outstanding shares of any
class or series of capital stock of the Corporation.
3. The term "Substantial Part" shall mean more than 10% of the fair
market value, as determined by three-fourths of the Continuing
Directors, of the total consolidated assets of the corporation and its
subsidiaries taken as a whole, as of the end of its most recent fiscal
year ending prior to the time the determination is being made.
4. For the purposes of subparagraph B. 1. of paragraph one of this
article IX, the term "other consideration to be received" shall
include, without limitation, common stock or other capital stock of
the Corporation retained by shareholders of the Corporation other than
Related Persons or parties to such Business Combination in the event
of a Business Combination in which the corporation is the surviving
corporation.
5. The term "Continuing Directors" shall mean a director who either (i)
was a member of the board of directors of the Corporation immediately
prior to the time that the Related Person involved in a Business
Combination became a Related Person, or (ii) has been designated
(before his or her initial election as director) as a Continuing
Director by a majority of the then Continuing Directors.
6. A "Related Person" shall be deemed to have acquired a share of the
capital stock of the Corporation at the time when such Related Person
became a Beneficial Owner thereof. With respect to the shares owned by
Affiliates, Associates or other persons whose ownership is aggregated
with that of a Related Person under the foregoing definition of
Related Person, if the price paid by such Related Person for such
shares is not determinable by the Continuing Directors, such price
shall be deemed to be the higher of (a) the price paid upon the
acquisition thereof by the Affiliate, Associate, or other person or
(b) the market price of the shares in question at the time when the
Related Person became a Beneficial Owner thereof.
7. The terms "Highest Per Share Price" and "Highest Equivalent Price" as
used in this article IX shall mean the following: If there is only one
class of capital stock of the Corporation issued and outstanding, the
Highest Per Share Price shall mean the highest price that can be
determined to have been paid or to have been agreed to be paid, by the
Related Person for any share or shares of that class of capital stock
within the two year period immediately prior to the announcement date
of the proposed Business Combination or in the transaction in which
the shareholder became a Related Person, whichever is higher. If there
is more than one class of capital stock of the Corporation issued and
outstanding, the Highest Equivalent Price shall mean with respect to
each class and series of capital stock of the Corporation, the amount
determined by three-fourths of the Continuing Directors, on whatever
basis they believe is appropriate, to be the highest per share price
equivalent for each such class or series to have been paid or to have
been agreed to be paid by the Related Person within the two year
period immediately prior to the announcement date of the proposed
Business Combination or in the transaction in which the shareholder
became a Related Person, whichever is higher. The Highest Per Share
Price and the Highest Equivalent Price shall also include any
brokerage commissions, transfer taxes and soliciting dealers' fees
paid by the Related Person with respect to the shares of capital stock
of the corporation acquired by the Related Person.
The board of directors of the Corporation shall have the power and
duty to determine for the purposes of this article IX on the basis of
information then known to it, (i) whether any person is an Affiliate
or Associate of another person, (ii) whether any proposed sale, lease,
exchange or other disposition of part of the properties or assets of
the Corporation involves a Substantial Part of the properties or
assets of the Corporation, and (iii) the value of the Highest Per
Share Price and Highest Equivalent Price. Any such reasonable
determination by the board of directors shall be conclusive and
binding for all purposes of this article IX. Any amendment, change or
repeal of this article IX, or any other amendment of this Restated
Certificate of Incorporation which will have the effect of modifying
or permitting circumvention of this article IX, shall require the
favorable vote, at a meeting of the shareholders of the Corporation,
of (a) the holders of at least two thirds of the then outstanding
shares of capital stock of the Corporation entitled to vote and (b) a
majority of the outstanding shares of capital stock of the corporation
entitled to vote of which a Related Person is not a Beneficial Owner;
provided, however, that this paragraph shall not apply to, and such
two thirds and majority vote shall not be required for, any such
amendment, change or repeal recommended to shareholders by the
affirmative vote of not less than three-fourths of the Continuing
Directors, and such amendment, change, or repeal so recommended shall
require only the vote, if any, required under the applicable provision
of the Business Corporation Act of Michigan.
This article IX shall not be applicable to the Corporation effective on the
date on which the board of directors of the Corporation elects by resolution to
become subject, and so long as the Corporation remains subject, in whole or in
part, as to specifically identified or unidentified interested shareholders (as
defined in Chapter 7A) of the Corporation, to the voting requirements of Section
780 of Chapter 7A of the Business Corporation Act of the State of Michigan
("Chapter 7A"). If for any reason the provisions of Chapter 7A are not
applicable to the Corporation after the board of directors have elected to have
the Corporation become subject thereto, then, in such event, article IX shall be
effective and applicable to the Corporation.
ARTICLE X
(a) No director of the Corporation shall be personally liable to the
Corporation or to its shareholders for monetary damages for breach of the
director's fiduciary duty except for liability (i) for a breach of the
director's duty of loyalty to the Corporation or its shareholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) for a violation of Section 551(1) of the
Business Corporation Act of Michigan; (iv) for a transaction from which the
director derived an improper personal benefit, or (v) for an act or omission
occurring before March 1, 1987.
(b) The indemnification or advancement of expenses provided by law is not
exclusive of other rights to which a person seeking indemnification or
advancement of expenses may be entitled under these articles of incorporation,
the bylaws of the Corporation or a contractual agreement.
IN WITNESS WHEREOF Citizens Banking Corporation has caused these Restated
Articles of Incorporation to be signed by Charles R. Weeks, its President and
Chief Executive Officer, and attested by R. Thomas Carley, its Executive Vice
President and Secretary, on this 19th day of April, A.D. 1988.
/s/ Charles R. Weeks
-------------------------
Charles R. Weeks
President and Chief
Executive Officer
ATTESTED
By: /s/ R. Thomas Carley
--------------------------
R. Thomas Carley
Executive Vice President
and Secretary
[SEAL]
OPT IN CONTROL SHARE
ACQUISITION STATUTE no fee
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
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(FOR BUREAU USE ONLY)
Date Received
FILED OCT 26, 1988
OCT 26 1988
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
efc 10-31-88
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ELECTION PURSUANT TO SECTION 2
OF ACT NO. 58 of the
PUBLIC ACTS OF 1988
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1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The corporation identification number (CID) assigned by the Bureau is:
031-208
3. The location of its registered office is:
One Citizens Banking Center Flint, Michigan 48502
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(Street Address) (City) (ZIP Code)
Citizens Banking Corporation, hereby files with the Department of Commerce,
pursuant to Section 2 of Act No. 58 of the Public Acts of 1988, the following
resolution adopted by the Board of Directors of the Corporation on October 21,
1988.
RESOLVED, that the Board of Directors of Citizens Banking Corporation, a
Michigan corporation that is an "issuing public corporation" as defined in
Section 793 of the Michigan Business Corporation Act, hereby elects, pursuant to
Section 2 of Act No. 58 of the Public Acts of 1988, to have such Act apply to
the Company effective as of October 31, 1988.
CITIZENS BANKING CORPORATION
By: /s/ R. Thomas Carley
------------------------------------------
R. Thomas Carley
Executive Vice President and Secretary
------------------------------------------
(Title and Name)
CHANGE IN REGISTERED AGENT
NOTE: THE FOLLOWING ANNUAL REPORT HAS BEEN INCLUDED WITHIN THE RECORD FOR
THIS CORPORATION DUE TO THE FILING OF A CHANGE OF REGISTERED OFFICE AND/OR
RESIDENT AGENT ON THE ANNUAL REPORT. THE PRESENCE OF THIS REPORT IN NO WAY
IMPLIES THAT THE REPORT ITSELF, OTHER THAN THE INFORMATION RELATED TO THE
CHANGE OF REGISTERED OFFICE AND/OR RESIDENT AGENT, HAS BEEN ACCEPTED BY THE
CORPORATION AND SECURITIES BUREAU.
C&S-2500 (REV. 8-88)
MICHIGAN DEPARTMENT OF COMMERCE
FOR BUREAU USE ONLY
891B#4874 0329 P-MAR $15.00
891B#4874 0329 ORG&FI $5.00
1989 MICHIGAN ANNUAL REPORT -- PROFIT CORPORATIONS
(Please read instructions before completing form)
This report shall be filed by all profit corporations before May 16, 1989
showing the corporate condition at the close of business on December 31 or upon
the date of the close of the latest fiscal year next preceding the time for
filing. ONLY those corporations incorporated or admitted after December 31, 1988
and before May 15, 1989 are exempt from filing. The report is required in
accordance with the provisions of Section 911, Act 284, Public Acts of 1972, as
amended. Penalties may be assessed under the Act for failure to file.
This Report
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Must Report of Condition on Corporation be Filed before MAY 16, 1989
DECEMBER 31, 1988 or ________ Number 031208
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1. Corporate Name
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CITIZENS BANKING CORPORATION
NUMBER ONE CITIZENS BANKING CTR
FLINT, MI 48502
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2. Resident Agent - do not
3. Registered Office Address
4. Federal Employer No.
5. Term of Existence alter preprinted information 382378932 PERPETUAL in this
item or item 3.
R. THOMAS CARLEY
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6. Incorporation Date
7. State of Incorporation in Michigan - No., Street, 11/10/1980
MI City, Zip NUMBER ONE CITIZENS BANKING CTR, FLINT 48502
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8. Date of Admittance (Foreign Corp.)
9. Act Under Which Incorporated (If other than 1931, P.A. 327 or 1972, P.A.
284)
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10. (DOMESTIC CORPORATIONS ONLY) COMPLETE THIS SECTION ONLY IF THE RESIDENT
AGENT IN ITEM 2 OR THE REGISTERED OFFICE IN ITEM 3 HAS CHANGED. FOREIGN
CORPORATIONS MUST USE FORM C&S 562.
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a. The name of the successor resident agent is: Thomas W. Gallagher
b. The address of the registered office is changed to:
___________________________________________________, Michigan ____________
(Street Address) (City) (ZIP Code)
c. The mailing address of the registered office if different than 10b. is:
_____________________________________________________, Michigan __________
(Address) (City) (ZIP Code)
ADD $5.00 TO THE $15.00 ANNUAL REPORT FILING FEE IF THIS SECTION IS COMPLETED
FILED BY DEPARTMENT APR 7 '89
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11. Principal business office, and, if different, principal place of business
in Michigan: Same as Item 1.
12. Nature and type of business in which corporation is engaged: Bank holding
company
13. a. Name of parent corporation: None
b. List any subsidiary corporations: See attached list of subsidiaries
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14. Corporate Stock Report -- Total Authorized Capital Stock (Not merely
outstanding)
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a. Shares With No. of Shares Authorized Par-Value Total Authorized Amount Amount
Par-Value With Par-Value Per Share Capital Subscribed Paid-In
COMMON 12,000,000 $10.000 $120000000.000 $ $68,693,380
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$ $
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$ $
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$ $
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b. Shares Without No. of Shares Authorized Stated Value No. of Shares Amount Amount
Par-Value Without Par Value Per Share Subscribed or Issued Subscribed Paid-In
PFD. 300,000 $0.100 $ $ -0-
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$ $
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MAR 29, 1989
15. The following is a statement of assets and liabilities as shown by the
books of the corporation on December 31, 1988 or (close of fiscal
year next preceding May 15, 1989) listed separately as to property within
and without Michigan. The balance sheet of a Michigan corporation must be
the same balance sheet as furnished to shareholders.
WITHIN WITHOUT
ASSETS TOTAL MICHIGAN MICHIGAN LIABILITIES AND EQUITY
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Cash Notes and Accounts Payable, Trade
Notes and Accounts Receivable Notes and Accounts Payable, Other
Inventories Accrued Expenses
Prepaid Expenses Long Term Indebtedness
Non-current Notes and Reserves and Contingent
Accounts Receivable See attached Consolidated Liabilities
Land Balance Sheet Deferred Income Tax
Depreciable Assets
Machinery and Equipment
Furniture and Fixtures
Buildings Stockholders Equity
Other Common Stock (par value)
Preferred Stock (par value)
No Par Value Stock
Less Depreciation (stated value)
Net Depreciable Assets Additional Paid-In Capital
Investments Retained Earnings (deficit)
Investments in Subsidiaries Other
Other Investments Total Stockholders Equity
Other Assets
TOTAL ASSETS TOTAL LIABILITIES & EQUITY
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16. Corporate Officers and Directors
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OFFICE NAME, STREET & NUMBER, CITY, STATE & ZIP CODE
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President See attached list of officers
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If Different
than President Secretary
Treasurer
Vice-President
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If Different
than Officers Director See attached list of directors
Director
Director
Director
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17. Is 51% or more of this corporation owned and controlled by woman/women?
[ ] Yes [ ] No
(A response to this question is voluntary and will be used for statistical
purposes only).
18. The corporation states that the address of its registered office and the
address of the business office of its resident agent are identical. Any
changes were authorized by resolution duly adopted by its board of
directors. After filing, this report is open to reasonable inspection by
the public pursuant to Section 915, Act 284, Public Acts of 1972, as
amended.
Signed this 28th day of March, 1989.
By Thomas W. Gallagher
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(Signature of Authorized Officer or Agent)*
Thomas W. Gallagher
Vice President, General Counsel & Secretary
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(Type or print Name and Title)
*If Item 10 has been completed, this report
must be signed by the president,
vice-president, chairperson,
vice-chairperson, secretary or assistant
secretary of the corporation.
Filing Fee $15.00 (without change of agent or registered office)
Filing Fee $20.00 (with change of agent or registered office in Item 10)
MAKE REMITTANCE PAYABLE TO: "STATE OF MICHIGAN"
RETURN TO:
DEPARTMENT OF COMMERCE
CORPORATION AND SECURITIES BUREAU
CORPORATION DIVISION
6546 MERCANTILE WAY
P.O. BOX 30057
LANSING, MICHIGAN 48909
"RIGHTS PLAN"
CERTIFICATE OF DESIGNATIONS
C&S-515 (10/89) 904EH5497 0727 ORG&FI $10.00
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MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
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(FOR BUREAU USE ONLY)
Date Received
FILED JUL 26, 1990
JUL 26 1990
Administrator
MICHIGAN DEPARTMENT OF COMMERCE
Corporation & Securities Bureau
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CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
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1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The corporation identification number (CID) assigned by the Bureau is:
031-208
3. The location of its registered office is:
One Citizens Banking Center Flint, Michigan 48502
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(Street Address) (City) (ZIP Code)
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4. Article IV of the Articles of Incorporation is hereby amended to read as
follows: SEE ATTACHED FOR ADDITIONAL PROVISIONS TO ARTICLE IV
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5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
a. [ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the _______ day of _________, 19___, in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees.
Signed this _______ day of ________________, 19_____.
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(Signature) (Signature)
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(Type or Print Name) (Type or Print Name)
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
b. [ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the 20th day of July, 1990. The amendment: (check one of the
following)
[ ] was duly adopted in accordance with Section 611(2) of the Act
by the vote of the shareholders if a profit corporation, or by
the vote of the shareholders or members if a nonprofit
corporation, or by the vote of the directors if a nonprofit
corporation organized on a nonstock directorship basis. The
necessary votes were cast in favor of the amendment.
[ ] was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.
[ ] was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required
by statute in accordance with Section 407 (1) and (2) of the Act
if a nonprofit corporation, and Section 407 (1) of the Act if a
profit corporation. Written notice to shareholders or members who
have not consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members is
permitted only if such provision appears in the Articles of
Incorporation.)
[ ] was duly adopted by the written consent of all the shareholders
or members entitled to vote in accordance with Section 407 (3) of
the Act if a non-profit corporation, and Section 407 (2) of the
Act if a profit corporation.
[X] was duly adopted by a majority of the Directors pursuant to and as
permitted by Article IV of the Corporation's Amended and Restated
Articles of Incorporation
Signed this 20th day of July, 1990
By Thomas W. Gallagher
----------------------------------------------
(Only signature of: President, Vice-President,
Chairperson and Vice-Chairperson)
Thomas W. Gallagher, Vice President, General
Counsel & Secretary
------------------------------------------------
(Type or Print Name) (Type or Print Title)
C&S-515
DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS
INDICATED IN THE BOX BELOW. Include name, street and
number (or P.O. box), city, state and ZIP code.
Mark A. Metz
Dykema Gossett
35th Floor
400 Renaissance Center
Detroit, Michigan 48243
Name of person or organization remitting fees:
Citizens Banking Corporation
- ----------------------------
Preparer's name and business
telephone number:
- ----------------------------
Mark A. Metz
- ----------------------------
(313) 568-5434
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable document, is
submitted.
2. Submit one original copy of this document. Upon filing, a microfilm copy
will be prepared for the records of the Corporation and Securities Bureau.
The original copy will be returned to the address appearing in the box
above as evidence of filing.
Since this document must be microfilmed, it is important that the filing be
legible. Documents with poor black and white contrast, or otherwise
illegible, will be rejected.
3. This document is to be used pursuant to the provisions of section 631 of
the Act for the purpose of amending the articles of incorporation of a
domestic profit or nonprofit corporation. Do not use this form for restated
articles. A nonprofit corporation is one incorporated to carry out any
lawful purpose or purposes not involving pecuniary profit or gain for its
directors, officers, shareholders, or members. A nonprofit corporation
formed on a nonstock directorship basis, as authorized by Section 302 of
the Act, may or may not have members, but if it has members, the members
are not entitled to vote.
4. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
5. Item 4 -- The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.
6. This document is effective on the date approved and filed by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated.
7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority of
the incorporators if more than one listed in Article V of the Articles of
Incorporation if a profit corporation, and all the incorporators if a
non-profit corporation. If the amendment is otherwise adopted, item 5(b)
must be completed and signed in ink by the president, vice-president,
chairperson or vice-chairperson of the corporation.
8. FEE: (Make remittance payable to the State of Michigan.
Include corporation name and CID Number on check or
money order) $10.00
Franchise fee for profit corporations (payable only if
authorized shares have increased):
each additional 20,000 authorized shares or portion thereof $30.00
9. Mail form and fee to:
Michigan Department of Commerce
Corporation and Securities Bureau
Corporation Division
P.O. Box 30054
6546 Mercantile Way
Lansing, MI 48909
Telephone: (517) 334-6302
CERTIFICATE OF DESIGNATIONS
ESTABLISHING AND DESIGNATING THE SERIES AND
FIXING AND DETERMINING THE RELATIVE RIGHTS AND PREFERENCES
OF THE SERIES A PREFERRED STOCK
OF
CITIZENS BANKING CORPORATION
Pursuant to Section 302(4) of the
Michigan Business Corporation Act
---------------------------------
Citizens Banking Corporation, a Michigan corporation, hereby certifies that
the following resolution was duly adopted by the Board of Directors of the
Corporation at a meeting duly called and held on July 20, 1990, pursuant to
authority conferred upon the Board of Directors by the provisions of the Amended
and Restated Articles of Incorporation, and that the complete text of such
resolution is as follows:
RESOLVED: That pursuant to the authority vested in the Board of Directors
in accordance with the provisions of its Amended and Restated Articles of
Incorporation, a series of preferred stock of the Company be and it hereby is
created, and that the determination of the terms and amount thereof and the
voting powers, preferences and relative, participating, optional and other
special rights of the shares of such series, and the qualifications, limitations
or restrictions thereof are as set forth below, and that the Amended and
Restated Articles of Incorporation of the Company be and hereby are amended by
adopting a Certificate of Designations containing the terms and conditions
contained in Exhibit A to the Rights Agreement.
Exhibit A to the Rights Agreement
There is hereby established a series of serial preferred stock to which the
following provisions shall be applicable:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series A Preferred Stock" (the "Preferred Stock") and the number
of shares constituting the Preferred Stock shall be 200,000. Such number of
shares may be increased or decreased by resolution of the Board of Directors
(hereinafter called the "Board of Directors" or the "Board") of Citizens Banking
Corporation, (the "Company"); provided, that no decrease shall reduce the number
of shares of Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Company convertible into Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series of
preferred stock of the Company (or any similar stock) ranking prior and superior
to the Preferred Stock with respect to dividends, the holders of shares of
Preferred Stock, in preference to the holders of Common Stock, par value $10.00
per share (the "Common Stock"), of the Company, and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in
cash on the first day of March, June, September and December in each year (each
such date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to
the provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions, other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding Quarterly Dividend Payment Date or,
with respect to the first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Preferred Stock. In the event
the Company shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Company shall declare a dividend or distribution on the Preferred
Stock as provided in paragraph (A) of this Section immediately after it declares
a dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1 per share on the Preferred Stock shall
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Preferred Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Preferred Stock shall
have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each
share of Preferred Stock shall entitle the holder thereof to one hundred votes
on all matters submitted to a vote of the shareholders of the Company.
(B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Company having general voting
rights shall vote together as one class on all matters submitted to a vote of
shareholders of the Company.
(C) Except as set forth herein, or as otherwise provided by law, holders
of Preferred Stock shall have no special voting rights and their consent shall
not be required (except to the extent they are entitled to vote with holders of
Common Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Preferred Stock outstanding shall have been paid
in full, the Company shall not:
(i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on any
shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Preferred Stock, except
dividends paid ratably on the Preferred Stock and all such parity stock on
which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares
of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Preferred Stock, provided that the
Company may at any time redeem, purchase or otherwise acquire shares of any
such junior stock in exchange for shares of any stock of the Company
ranking junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration any
shares of Preferred Stock, or any shares of stock ranking on a parity with
the Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative
rights and preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable treatment among
the respective series or classes.
(B) The Company shall not permit any subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company unless
the Company could, under paragraph (A) of this Section 4, purchase or otherwise
acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Preferred Stock purchased or
otherwise acquired by the Company in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of preferred stock and
may be reissued as part of a new series of preferred stock subject to the
conditions and restrictions on issuance set forth herein, in the Amended and
Restated Articles of Incorporation or in any other Certificate of Designations
creating a series of preferred stock or any similar stock or as otherwise
required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon any liquidation,
dissolution or winding up of the Company, no distribution shall be made (1) to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Preferred Stock unless, prior
thereto, the holders of shares of Preferred Stock shall have received $1,000 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, provided that the
holders of shares of Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount to be distributed per share to holders
of shares of Common Stock, or (2) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Preferred Stock, except distributions made ratably on the Preferred
Stock and all such parity stock in proportion to the total amounts to which the
holders of all such shares are entitled upon such liquidation, dissolution or
winding up. In the event the
Company shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Preferred Stock were entitled
immediately prior to such event under the proviso in clause (1) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Company shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. In the event the Company
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of shares of
Preferred Stock shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Preferred Stock shall not be
redeemable.
Section 9. Rank. The Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series of any
other class of the Company's preferred stock.
Section 10. Amendment. The Amended and Restated Articles of Incorporation
of the Company shall not be amended in any manner which would materially alter
or change the powers, preferences or special rights of the Preferred Stock so as
to affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Preferred Stock, voting together as a
single class.
IN WITNESS WHEREOF, the Company has caused this Certificate to be executed
as of this 20th day of July, 1990.
CITIZENS BANKING CORPORATION
By: Thomas W. Gallagher
Thomas W. Gallagher,
Vice President,General
Counsel and Secretary
AMENDMENT TO INCREASE AUTHORIZED STOCK
C&S 515 (Rev. 2-92)
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)
Date Received MAY 1 1992
FILED
JUN 03 1992
Name Thomas W. Gallagher
Administrator
Citizens Banking Corporation
MICHIGAN DEPARTMENT OF COMMERCE
Address One Citizens Banking Center
Corporation and Securities Bureau
City Flint State MI ZIP Code 48502
EFFECTIVE DATE:
- --------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations),
the undersigned corporation executes the following Certificate:
- ------------------------------------------------------------------------------
1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The corporation identification number (CID) assigned by the Bureau is:
031-208
3. The location of its registered office is:
One Citizens Banking Center Flint, Michigan 48502
- --------------------------------------------------------------------------------
(Street Address) (City) (ZIP Code)
4. Article III of the Articles of Incorporation is hereby amended to read as
follows:
The total authorized capital stock is:
Common shares 20,000,000 No Par Value
Preferred shares 5,000,000 No Par Value
- --------------------------------------------------------------------------------
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b)
a. [ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the day of , 19 , in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the board of directors or trustees.
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
b. [ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the 21st day of April, 1992. The amendment: (check one of
the following)
[X] was duly adopted in accordance with Section 611(2) of the Act by
the vote of the shareholders if a profit corporation, or by the
vote of the shareholders or members if a nonprofit corporation, or
by the vote of the directors if a nonprofit corporation organized
on a nonstock directorship basis. The necessary votes were cast in
favor of the amendment.
[ ] was duly adopted by the written consent of all the directors
pursuant to Section 525 of the Act and the corporation is a
nonprofit corporation organized on a nonstock directorship basis.
[ ] was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required
by statute in accordance with Section 407 (1) and (2) of the Act
if a nonprofit corporation, and Section 407 (1) of the Act if a
profit corporation. Written notice to shareholders or member who
have not consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members is
permitted only if such provision appears in the Articles of
Incorporation.)
[ ] was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407 (3) of the
Act if a non-profit corporation, and Section 407 (2) of the Act if
a profit corporation.
Signed this 28th day of April, 1992
By Thomas W. Gallagher
------------------------------------------------
(Only signature of: President, Vice-President,
Chairperson and Vice-Chairperson)
Thomas W. Gallagher
Vice President, General Counsel & Secretary
------------------------------------------------
(Type or Print Name) (Type or Print Title)
CERTIFICATE OF MERGER "ROYAL BANK GROUP"
C&S 550 (6-92)
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------
(FOR BUREAU USE ONLY)
Date Received OCT 1 1993
FILED
OCT 01 1993
Name Thomas W. Gallagher
Administrator
Citizens Banking Corporation
MICHIGAN DEPARTMENT OF COMMERCE
Address One Citizens Banking Center
Corporation & Securities Bureau
City Flint State Michigan ZIP Code 48502-2401
EFFECTIVE DATE:
- --------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CERTIFICATE OF MERGER/CONSOLIDATION
FOR USE BY DOMESTIC OR FOREIGN CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), and/or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporations execute the following Certificate:
- --------------------------------------------------------------------------------
1. The Plan of Merger (Consolidation) is as follows:
a. The name of each constituent corporation and its corporation identification
number is:
Citizens Banking Corporation 031-208
- --------------------------------------------------------------------------------
Royal Bank Group, Inc. 353-204
- --------------------------------------------------------------------------------
b. The name of the surviving (new) corporation and its corporation
identification number is:
Citizens Banking Corporation 031-208
- --------------------------------------------------------------------------------
c. For each constituent stock corporation, state:
Designation and
number of outstanding Indicate class or Indicate class or
shares in each class series of shares series entitled
Name of corporation or series entitled to vote to vote as a class
- ------------------- --------------------- ----------------- ------------------
Citizens Banking 13,102,053 Common Stock Common Stock
Corporation shares of
Common Stock
Royal Bank Group, Inc. 574,871 Common Stock Common Stock
shares of
Common Stock
If the number of shares is subject to change prior to the effective date of the
merger or consolidation, the manner in which the change may occur is as follows:
- --------------------------------------------------------------------------------
d. For each constituent nonstock corporation
(i) If it is organized on a membership basis, state (a) the name of the
corporation, (b) a description of its members, and (c) the number,
classification and voting rights of its members.
(ii) If it is organized on a directorship basis, state (a) the name of the
corporation, (b) a description of the organization of its board, and
(c) the number, classification and voting rights of its directors.
e. The terms and conditions of the proposed merger (consolidation), including
the manner and basis of converting the shares of, or membership or other
interests in, each constituent corporation into shares, bonds, or other
securities of, or membership or other interest in, the surviving
(consolidated) corporation, or into cash or other consideration, are as
follows:
See Articles I and II (attached hereto as an Exhibit A) of the Agreement and
Plan of Merger dated May 18, 1993 (the "Agreement") between Citizens Banking
Corporation ("Citizens") and Royal Bank Group, Inc. ("Royal"). The Conversion
Number referred to in Section 2.1 of the Agreement, as adjusted in accordance
with Sections 2.1(c) and 2.1(e) of the Agreement, is 1.885 of validly issued,
fully paid and nonassessable shares of Common Stock of Citizens. A copy of the
Agreement will be furnished by Citizens on request and without cost to any
shareholder of Royal or Citizens.
f. If a consolidation, the Articles of Incorporation of the consolidated
corporation are attached to this Certificate and are incorporated herein.
If a merger, the amendments to the Articles, or a restatement of the
Articles, of the surviving corporation to be effected by the merger are as
follows:
g. Other provisions with respect to the merger (consolidation) are as follows:
- --------------------------------------------------------------------------------
2. (Complete for any foreign corporation only)
This merger (consolidation) is permitted by the laws of the state of
------
the jurisdiction under which is organized
-----------------------------
(name of foreign corporation)
and the plan of merger (consolidation) was adopted and approved by such
corporation pursuant to and in accordance with the laws of that
jurisdiction.
- --------------------------------------------------------------------------------
3. (Complete only if an effective date is desired other than the date of
filing. This date must be no more than 90 days after receipt of this
document in this office).
The merger (consolidation) shall be effective on the day of
------------
, 19 .
--------------- --
- ------------------------------------------------------------------------------
4. (Complete applicable section for each constituent corporation)
a. (For domestic profit corporations only)
The plan of merger was approved by the unanimous consent of the
incorporators of , which has not
---------------------------------------
commenced business, has not issued any shares, and has not elected a
Board of Directors. (Incorporators must sign on this page of the
Certificate.)
b. (For profit corporations involved in a merger only)
The plan of merger was approved by the Board of Directors of Citizens
Banking Corporation, the surviving corporation, without the approval
of the shareholders of that corporation in accordance with Section 701
of the Act.
c. (For profit corporations only)
The plan of merger was adopted by the Board of Directors of Royal Bank
Group, Inc. and was approved by the shareholders of that corporation
in accordance with Section 703a.
d. (For nonprofit corporations only)
The plan of merger or consolidation was adopted by the Board of
Directors
(i) (Complete if organized upon a stock or membership basis) of
and was approved by
------------------------------------------------
the shareholders or members of that corporation in accordance with
Sections 701 and 703(1) and (2), or pursuant to Section 407 by written
consent and written notice, if required.
(ii) (Complete if organized upon a directorship basis) of
in accordance with
---------------------------------------------------
Section 703(3).
- ------------------------------------------------------------------------------
Sign this area for item 4(a).
Signed this day of , 19 .
----------------- ------------------ --
- ------------------------------------------------------------------------------
Sign this area for items 4(b), 4(c), or 4(d).
Signed this 30th day of September, 1993.
CITIZENS BANKING CORPORATION
By /s/ Charles R. Weeks
---------------------------------------
(Only signature of: President, Vice-
President, Chairperson or Vice-
Chairperson)
Charles R. Weeks, President
-----------------------------------------
(Type or Print Name and Title)
Signed this 30th day of September, 1993.
ROYAL BANK GROUP, INC.
-----------------------------------------
(Name of Corporation)
By /s/ Edward B. LeFevre
--------------------------------------
(Only signature of: President, Vice-
President, Chairperson or Vice-
Chairperson)
Edward B. LeFevre, President
------------------------------------------
(Type or Print Name and Title)
EXHIBIT A
ARTICLE I
THE MERGER
1.1 Effective Time of the Merger. Subject to the provisions of this
Agreement, a certificate of merger (the "Certificate of Merger") shall be duly
filed by Citizens and Royal with the Michigan Department of Commerce pursuant to
the Michigan Business Corporation Act (the "MBCA") as soon as practicable on or
after the Closing Date (as defined in Section 1.2). The Merger shall become
effective upon the filing of the Certificate of Merger with the Michigan
Department of Commerce or at such time thereafter as Citizens and Royal may
agree in writing to provide in the Certificate of Merger (the "Effective Time").
1.2 Closing. Subject to the terms and conditions hereof, the closing of
the Merger (the "Closing") will take place at a time and date to be specified by
the parties, which shall be the first day which is (a) the last business day of
a month and (b) at least two business days after the satisfaction or waiver
(subject to applicable law) of the latest to occur of the conditions set forth
in Sections 6.1 and 6.2(c) hereof (the "Closing Date"), at the offices of Dykema
Gossett, 505 N. Woodward Avenue, Bloomfield Hills, Michigan, unless another
time, date or place is agreed to in writing by the parties hereto.
1.3 Effects of the Merger. (a) At the Effective Time, (i) the separate
existence of Royal shall cease and Royal shall be merged with and into Citizens,
(ii) the Articles of Incorporation of Citizens, as in effect immediately prior
to the Effective Time, shall be the Articles of Incorporation of the Surviving
Corporation until duly amended in accordance with applicable law, and (iii) the
Bylaws of Citizens, as in effect
immediately prior to the Effective Time, shall be the Bylaws of the Surviving
Corporation until amended in accordance with applicable law.
(b) As used in this Agreement, the term "Constituent Corporations" shall
mean Citizens and Royal and the term "Surviving Corporation" shall mean
Citizens.
(c) At and after the Effective Time, the Merger will have the effects set
forth in Section 724(l) of the MBCA.
ARTICLE II
EFFECT OF THE MERGER ON THE CAPITAL STOCK
OF THE CONSTITUENT CORPORATIONS;
EXCHANGE OF CERTIFICATES
2.1 Effect on Capital Stock. (a) Conversion of Royal Common Stock At
the Effective Time, by virtue of the Merger and without any action on the part
of the holder of any shares of Royal Common Stock, subject to Sections 2.1(d)
and 2.2(e), each issued and outstanding share of Common Stock of Royal, par
value $10 per share ("Royal Common Stock"), shall be converted into 2.0072 (the
"Conversion Number") validly issued, fully paid and nonassessable shares of
Common Stock of Citizens, without par value per share ("Citizens Common Stock"),
subject to adjustment as hereinafter provided in Sections 2.1(c) and 2.1(e), and
subject to the right of each Record Holder (as defined in Section 2.2(b) hereof)
to elect to receive cash, in lieu of the shares of Citizens Common Stock to
which such Record Holder is entitled, as provided in Section 2.1(d) hereof. All
such shares of Royal Common Stock shall no longer be outstanding and shall
automatically be cancelled and retired and shall cease to exist, and each
certificate ("Certificate") previously representing any such shares shall
thereafter represent the right to receive (i) the whole shares of Citizens
Common Stock, (ii) the cash, if any, that the Record Holder of such shares shall
have elected to receive pursuant to Section 2.1(d), and (iii) cash in lieu of
any fractional share into which such Royal Common Stock has been converted
pursuant to this Section 2.1(a). Certificates representing shares of Royal
Common Stock shall be exchanged for certificates representing whole shares of
Citizens Common Stock and cash, if any, as herein provided, upon the surrender
of such Certificates in accordance with Section 2.2, without any interest
thereon. In the event that, subsequent to the date of this Agreement but prior
to the Effective Time, the outstanding shares of Citizens Common Stock shall
have been increased, decreased, changed into or exchanged for a different number
or kind of shares or securities through a reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
similar change in Citizens' capitalization, then an appropriate and
proportionate adjustment shall be made to the Conversion Number.
(b) Citizens Common Stock. Each share of Citizens Common Stock issued and
outstanding at the Effective Time shall continue to be issued and outstanding.
(c) Adjustment of Conversion Number. The Conversion Number shall be
adjusted as follows: The Conversion Number is based on a value of $19.50 per
share of Citizens Common Stock. If the Average Price Per Share (as defined in
Section 2.2(e) hereof) of Citizens Common Stock is greater than $19.50, the
Conversion Number shall be adjusted downward to the number obtained by
multiplying the Conversion Number by a fraction the numerator of which is $19.50
and the denominator is the Average Price Per Share but not more than $21. If the
Average Price Per Share is less than $19.50, the Conversion Number shall be
adjusted upward to the number obtained by multiplying the Conversion Number by a
fraction the numerator of which is $19.50 and the denominator is the Average
Price Per Share but not less than $18.
(d) Right to Elect to Receive Cash. Each Record Holder shall have the
right to receive cash rather than the shares of Citizens Common Stock that such
Record Holder is entitled to receive under Section 2.1(a), provided, however,
that the aggregate amount of cash to be paid to all Record Holders pursuant to
such election shall not exceed $3,400,000 (the "Cash Fund"). If the aggregate
amount of cash payable to Record Holders as shown by their elections would
exceed the Cash Fund, the Cash Fund shall be allocated among such Record Holders
who have elected cash, pro rata on the basis of their holdings of Royal Common
Stock as of the Effective Time and for which such Holders have submitted valid
elections, and certificates shall be issued to each such Holder for the balance
of the shares of Citizens Common Stock to which such Holder is entitled. The
amount of cash to be paid in lieu of shares of Citizens Common Stock shall be
determined on the basis of $19.50 per share of Citizens Common Stock. Any Record
Holder wishing to receive cash in accordance with this Section 2.1(d) shall
deliver to the Exchange Agent, no later than 20 calendar days after the
Effective Time, a duly completed election form as provided by the Exchange
Agent. Record Holders who do not make such an election shall be entitled to
receive only shares of Citizens Common Stock.
(e) Additional Merger Consideration. In addition to the shares of
Citizens Common Stock and cash, if any, into which each issued and outstanding
share of Royal Common Stock is converted pursuant to Sections 2.1(a) and (d),
each such share of Royal Common Stock outstanding as of the Effective Time also
shall be converted into a fraction of a share of Citizens Common Stock
determined (i) by dividing the "Adjusted 1993 Net Income" of Royal, as
determined pursuant to Section 2.1(g) or (h), as the case may be, by the Average
Price Per Share and (ii) dividing the resulting number by the total number of
shares of Royal Common Stock outstanding as of the Effective Time. The resulting
fraction shall be added to the Conversion Number determined under Section 2.1(a)
after the Conversion Number has been adjusted for any adjustment required by
Section 2.1(c).
(f) Definition of "Adjusted 1993 Net Income" of Royal. The Adjusted
1993 Net Income of Royal shall mean the excess, if any, of the Total
Stockholders' Equity as shown in the Estimated Financial Statements or Closing
Financial Statements, as the case may be, as hereinafter provided, of Royal as
of the Closing Date over $13,456,000 (which is the Total Stockholders' Equity as
shown in the audited Consolidated Balance Sheet of Royal as of December 31,
1992) attributable to the consolidated net income of Royal for the period
January 1, 1993 to the Closing Date, subject to the following adjustments: (i)
all of Royal's costs incurred in connection with the transactions contemplated
hereby, including, without limitation, legal and accounting costs, costs of
financial advisers, and Royal's share of the costs of Independent Accountants,
if any, under Section 2.1(h), shall be deducted to the extent not deducted by
Royal as an operating expense for the period prior to the Closing Date, and (ii)
the effect of extraordinary items shall be eliminated; such extraordinary items
shall include, without limitation, recognition of gains or losses upon sale of
investment securities (other than the gain of $333,421 realized upon the sale of
U.S. Treasury Notes on January 25, 1993, which gain shall not be excluded in the
determination of the Adjusted 1993 Net Income), adoption of new accounting
principles such as SFAS #106 and #109, gains or losses from disposal of
significant lines of business or business assets, and other extraordinary items
that have a material impact upon Adjusted 1993 Net Income.
(g) Estimated Financial Statements. Approximately 30 days before the
anticipated Closing Date, Royal shall prepare an estimated consolidated
statement of income for the period January 1, 1993 through the Closing Date and
an estimated consolidated balance sheet as of the Closing Date (the "Estimated
Financial Statements"). Such Estimated Financial Statements shall be prepared in
accordance with generally accepted accounting principles on a basis consistent
with Royal's audited consolidated financial statements for 1992. The Estimated
Financial Statements shall not reflect any adjustment requested by Citizens
pursuant to Section 5.7 of this Agreement. Such Estimated Financial Statements
shall take into consideration financial results of Royal as reported in its Form
1O-Q's and its internally prepared monthly financial statements. Royal shall
submit such Estimated Financial Statements to Citizens for review. Royal shall
meet with Citizens and its accountants at the request of Citizens and shall
provide all information requested by Citizens with respect to the Estimated
Financial Statements. If Citizens and Royal each is willing to accept the
Estimated Financial Statements for purposes of determining the additional Merger
consideration described in Section 2.1(e), each of them shall sign a certificate
to which a copy of the Estimated Financial Statements is attached acknowledging
acceptance of the Estimated Financial Statements as so prepared and setting
forth the amount of Adjusted 1993 Net Income of Royal, the fraction, if any, to
be added to the Conversion Number, the determination of such fraction, and the
Conversion Number as adjusted for such fraction. Such Estimated Financial
Statements shall be binding on Citizens and Royal, and shall not be subject to
renegotiation or challenge thereafter except for manifest error or a breach by
Royal of any of its representations, warranties, covenants or agreements
hereunder, which error or breach becomes known prior to the Effective Time.
(h) Reviewed Financial Statements. If Citizens and Royal cannot agree
on the Estimated Financial Statements as set forth in Section 2.1(g), then Royal
shall prepare a consolidated statement of income for the period January 1, 1993
through the Closing Date and a consolidated balance sheet as of the Closing Date
(the "Closing Financial Statements"), as promptly as possible following the
Closing. Such Closing Financial Statements shall be prepared in accordance with
the requirements of Sections 2.1(f) and 2.1(g) and shall be reviewed by
McEndarffer, Hoke & Bernhard, Royal's independent public accountants ("Royal's
Accountants"). Royal's Accountants shall cooperate
fully with Ernst & Young, Citizens' independent public accountants ("Citizens'
Accountants") while the review is in progress to facilitate the timely review of
the Closing Financial Statements by Citizens' Accountants. Citizens, Citizens'
Accountants, Royal, and Royal's Accountants each shall have the right to review,
at such party's expense, any of Citizens' Accountants' and Royal's Accountants'
working papers relating to the preparation or review, as the case may be, of the
Closing Financial Statements.
Within 15 days after the reviewed Closing Financial Statements are
delivered to Citizens by Royal, Citizens shall advise Royal in writing that it
either (i) accepts the Closing Financial Statements or (ii) does not accept
them. If Citizens accepts the Closing Financial Statements, Citizens and Royal
shall then prepare and execute a certificate as described in Section 2.1(g). If
Citizens does not accept the Closing Financial Statements, Citizens shall set
forth in reasonable detail the basis for its refusal to accept the Closing
Financial Statements. Citizens and Royal shall use their best efforts to resolve
the disagreement within 30 days. If Citizens and Royal fail to resolve their
disagreement within such 30-day period, then within seven days following the
expiration of such 30-day period a "Big Six" accounting firm (other than Ernst &
Young) shall be designated in writing by Royal, or if Royal shall fail to
designate such accounting firm in writing within such seven-day period, Citizens
shall be entitled to make such designation. Alternatively, Citizens and Royal
may agree upon any other accounting firm within the initial seven-day period
(the "Independent Accountants"). The Independent Accountants shall make the
final determination with respect to such disagreement regarding the Closing
Financial Statements and shall determine the amount of the additional Merger
consideration under Section 2.1(e). The fees and expenses of such firm in making
such determination shall be borne 50% by Citizens and 50% by Royal. The decision
of the Independent Accountants shall be addressed to each of Citizens and Royal
and shall be final and binding upon Citizens and Royal. Promptly after the
additional Merger consideration has been determined, Citizens shall cause the
Exchange Agent (as defined in Section 2.2(a)) to notify the Record Holders of
the amount of the additional Merger consideration and to pay such consideration
to those Record Holders who have complied with the exchange procedures of
Section 2.2. Record Holders who have elected to receive payment in cash pursuant
to Section 2.1(d) shall be paid the additional Merger consideration to which
they are entitled in cash, regardless of whether the Cash Fund contains any or
sufficient cash to make such payments.
2.2 Exchange of Certificates. (a) Exchange Agent. As of the Effective
Time, Citizens shall deposit with Citizens Commercial & Savings Bank ("Citizens
Bank"), a wholly-owned Subsidiary (as hereafter defined) of Citizens (the
"Exchange Agent"), for the benefit of the holders of shares of Royal Common
Stock, for exchange in accordance with this Article II, certificates
representing the shares of Citizens Common Stock, cash in lieu of such shares,
and the cash in lieu of fractional shares (such cash and certificates for shares
of Citizens Common Stock, together with any dividends or distributions with
respect thereto, being hereinafter referred to as the "Exchange Fund") to be
issued and paid,pursuant to this Article II in exchange for outstanding shares
of Royal Common Stock. If the additional Merger consideration provided by
Section 2.1(e) has not been determined as of the
Effective Time, then as soon as such additional Merger consideration is
determined, Citizens shall deposit with the Exchange Agent certificates for the
shares of Citizens Common Stock into which shares of Royal Common Stock are
converted pursuant to Section 2.1(e) and cash to be paid in lieu of such shares.
(b) Exchange Procedures. Promptly after the Effective Time, Citizens
shall cause the Exchange Agent to mail to each holder of record of a Certificate
or Certificates ("Record Holder") (i) a letter of transmittal which shall
specify that delivery shall be effected, and risk of loss and title to the
Certificates shall pass, only upon delivery of the Certificates to the Exchange
Agent and shall be in such form as Citizens and Royal may reasonably specify and
(ii) instructions for use in effecting the surrender of the Certificates in
exchange for certificates representing shares of Citizens Common Stock, electing
to receive cash, if any, in accordance with Section 2.1(d), and cash in lieu of
fractional shares. Upon surrender of a Certificate for cancellation to the
Exchange Agent together with such letter of transmittal, duly executed, the
holder of such Certificate shall be entitled to receive in exchange therefor a
certificate representing the number of whole shares of Citizens Common Stock, if
any, and/or cash, if any, to which such Holder is entitled under Section 2.1,
and unpaid dividends and distributions, if any, which such holder has the right
to receive in respect of the Certificate surrendered pursuant to the provisions
of this Article II, and the Certificate so surrendered shall forthwith be
cancelled. No interest will be paid or accrued on any cash payable to the Record
Holder, nor on unpaid dividends and distributions, if any, payable to holders of
Certificates. In the event of a transfer of ownership of Royal Common Stock
which is not registered in the transfer records of Royal, the shares of Citizens
Common Stock and cash to which the Record Holder of such Royal Common Stock is
entitled may be issued and paid to such a transferee if the Certificate
representing such Royal Common Stock is presented to the Exchange Agent,
accompanied by all documents required to evidence and effect such transfer and
to evidence that any applicable stock transfer taxes have been paid.
(c) Distributions with Respect to Unexchanged Shares; Voting. Whenever
a dividend or other distribution is declared by Citizens on the Citizens Common
Stock, the record date for which is at or after the Effective Time, the
declaration shall include dividends or other distributions on all shares
issuable pursuant to this Agreement, provided that no dividends or other
distributions declared or made with respect to the Citizens Common Stock shall
be paid to the holder of any unsurrendered Certificate with respect to the
shares of Citizens Common Stock represented thereby until the holder of such
Certificate shall surrender such Certificate in accordance with this Article II.
Subject to the effect of applicable laws, following surrender of any such
Certificate, there shall be paid to the holder of the Certificates representing
whole shares of Citizens Common Stock issued in exchange therefor, without
interest, (i) at the time of such surrender, the amount of dividends or other
distributions with a record date after the Effective Time theretofore payable
with respect to such whole shares of Citizens Common Stock and not paid, and
(ii) at the appropriate payment date, the amount of dividends or other
distributions with a record date after the Effective Time
but prior to surrender and a payment date subsequent to surrender payable with
respect to such whole shares of Citizens Common Stock. Holders of unsurrendered
Certificates shall be entitled to vote after the Effective Time at any meeting
of Citizens stockholders the number of whole shares of Citizens Common Stock
represented by such Certificates, regardless of whether such holders have
exchanged their Certificates.
(d) Transfers. After the Effective Time, there shall be no transfers on
the stock transfer books of Royal of the shares of Royal Common Stock which were
outstanding immediately prior to the Effective Time. If after the Effective
Time, Certificates are presented to the Surviving Corporation, they shall be
cancelled and exchanged for the shares of Citizens Common Stock, if any, and/or
cash, if any, deliverable in respect thereof pursuant to this Agreement in
accordance with the procedures set forth in this Article II. Certificates
surrendered for exchange by any person constituting an "affiliate" of Royal for
purposes of Rule 145(c) under the Securities Act of 1933, as amended (the
"Securities Act"), shall not be exchanged until Citizens has received a written
agreement from such person as provided in Section 6.2(j).
(e) Fractional Shares. No fractional shares of Citizens Common Stock shall
be issued pursuant hereto. In lieu of the issuance of any fractional share of
Citizens Common Stock pursuant to Section 2.1(a) or 2.1(h), cash adjustments
will be paid to holders in respect of any fractional share of Citizens Common
Stock that would otherwise be issuable, and the amount of such cash adjustment
shall be equal to such fractional proportion of the "Average Price Per Share" of
a share of Citizens Common Stock. The "Average Price Per Share" of a share of
Citizens Common Stock shall be the average of the high and low prices thereof as
reported on the National Market System of NASDAQ (as reported by The Wall Street
Journal or, if not reported thereby, another authoritative source) over the ten
business days on which the stock is traded immediately preceding the day of the
Effective Time.
The Average Price shall be adjusted as follows for any dividend, stock
split or distribution on Citizens Common Stock for which the "ex-dividend" or
"ex-distribution" date occurs during the ten trading days immediately preceding
the Effective Time: (i) if the record date for such dividend, stock split or
distribution occurs prior to the Effective Time, the NASDAQ average prices of
Citizens Common Stock on the days in such 10-day period prior to the
"ex-dividend" or "ex-distribution" date shall, for purposes of determining the
Average Price Per Share, be reduced by the amount or value of the dividend or
cash distribution, or appropriately adjusted for the effect of any stock split
or other distribution; and (ii) if the record date for such dividend, stock
split or distribution occurs on or after the Effective Time, the price of
Citizens Common Stock on the "ex-dividend" or "ex-distribution" date, and on
subsequent days in such 10-day period, shall, for purposes of determining the
Average Price Per Share, be increased by the amount or value of the dividend or
cash distribution, or appropriately adjusted for the effect of any stock split
or other distribution.
(f) Termination of Exchange Fund. Any portion of the Exchange Fund
(including the proceeds of any investments thereof and any Citizens Common
Stock) that remains unclaimed by the shareholders of Royal for six months after
the Effective Time shall be paid to Citizens. Any shareholders of Royal who have
not theretofore complied with this Article II shall thereafter look only to
Citizens for payment of their shares of Citizens Common Stock, cash in lieu of
fractional shares and unpaid dividends and distributions on the Citizens Common
Stock deliverable in respect of each share of Royal Common Stock such
shareholder holds as determined pursuant to this Agreement, in each case,
without any interest thereon. Notwithstanding the foregoing, none of Citizens,
the Exchange Agent or any other person shall be liable to any former holder of
shares of Royal Common Stock for any amount properly delivered to a public
official pursuant to applicable abandoned property, escheat or similar laws.
(g) No Liability. In the event any Certificate shall have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming such Certificate to be lost, stolen or destroyed and, if required by
Citizens, the posting by such person of a bond in such amount as Citizens may
direct as indemnity against any claim that may be made against it with respect
to such Certificate, the Exchange Agent will issue in exchange for such lost,
stolen or destroyed Certificate the shares of Citizens Common Stock, if any,
and/or cash, if any, deliverable in respect thereof pursuant to this Agreement.
INCREASE IN AUTHORIZED STOCK
C&S 515 (Rev. 8/93)
- --------------------------------------------------------------------------------------------------------
MICHIGAN DEPARTMENT OF COMMERCE -- CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------------------------------
Date Received (FOR BUREAU USE ONLY)
FILED
MAY 12 1995
MAY 15, 1995
Adjusted per Tom Gallagher. Administrator EFFECTIVE DATE:
MICHIGAN DEPARTMENT OF COMMERCE
CORPORATION AND SECURITIES BUREAU
- --------------------------------------------------------------------------------------------------------
NAME Thomas W. Gallagher, Senior Vice President, General Counsel & Secretary
- --------------------------------------------------------------------------------------------------------
ADDRESS One Citizens Banking Center 328 S. Saginaw St.
- --------------------------------------------------------------------------------------------------------
CITY Flint, STATE MI ZIP CODE 48502-9985
- --------------------------------------------------------------------------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
- --------------------------------------------------------------------------------
1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The identification number assigned by the Bureau is: 031-208
3. The location of the registered office is:
One Citizens Banking Center, Flint, Michigan 48502-9985
---------------------------------------------------------------------------
(Street Address) (City) (ZIP Code)
- --------------------------------------------------------------------------------
4. Article III of the Articles of Incorporation is hereby amended to read as
follows:
The total authorized capital stock is:
1. Common shares: 40,000,000 shares, no par value
2. Preferred shares: 5,000,000 shares, no par value
- --------------------------------------------------------------------------------
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. [ ] The foregoing amendment to the Articles of Incorporation was duly
adopted on the day of , 19 , in accordance with the
provisions of the Act by the unanimous consent of the incorporator(s)
before the first meeting of the Board of Directors or Trustees.
Signed this day of , 19 .
-------- -------- --
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
- ---------------------------------- ------------------------------------
(Signature) (Signature)
- ---------------------------------- ------------------------------------
(Type or Print Name) (Type or Print Name)
b. [X] The foregoing amendment to the Articles of Incorporation was duly adopted
on the 18th day of April, 1995. The amendment: (check one of the
following)
[X] was duly adopted in accordance with Section 611(2) of the Act by the
vote of the shareholders if a profit corporation, or by the vote of
the shareholders or members if a nonprofit corporation, or by the
vote of the directors if a nonprofit corporation organized on a
nonstock directorship basis. The necessary votes were cast in favor
of the amendment.
[ ] was duly adopted by the written consent of all directors pursuant
to Section 525 of the Act and the corporation is a nonprofit
corporation organized on a nonstock directorship basis.
[ ] was duly adopted by the written consent of the shareholders or
members having not less than the minimum number of votes required by
statute in accordance with Section 407(1) and (2) of the Act if a
nonprofit corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders who have not consented in
writing has been given. (Note: Written consent by less than all of
the shareholders or members is permitted only if such provision
appears in the Articles of Incorporation.)
[ ] was duly adopted by the written consent of all the shareholders or
members entitled to vote in accordance with Section 407(3) of the Act
if a non profit corporation, or Section 407(2) of the Act if a profit
corporation.
Signed this 10th day of May, 1995
By Thomas W. Gallagher
-----------------------------------------------
(Only Signature of President, Vice-President,
Chairperson, or Vice-Chairperson)
Thomas W. Gallagher
Senior Vice President, General
Counsel & Secretary
-----------------------------------------------
(Type or Print Name) (Type or Print Name)
C&S 515
Name of person or organization remitting fees:
CITIZENS BANKING CORPORATION
One Citizens Banking Center
328 S. Saginaw St.
Flint, MI 48502-9985
Preparer's name and business telephone number:
Thomas W. Gallagher
Senior Vice President, General Counsel & Secretary
(810) 766-7788
INFORMATION AND INSTRUCTIONS
1. The amendment cannot be filed until this form, or a comparable document, is
submitted.
2. Submit one original of this document. Upon filing, the document will be
added to the records of the Corporation and Securities Bureau. The original
will be returned to the address appearing in the box on the front as
evidence of filing.
Since this document will be maintained on optical disk media, it is
important that the filing be legible. Documents with poor black and white
contrast, or otherwise illegible, will be rejected.
3. This document is to be used pursuant to the provisions of section 631 of
the Act for the purpose of amending the articles of incorporation of a
domestic profit Corporation or nonprofit corporation. Do not use this form
for restated articles. A nonprofit corporation is one incorporated to carry
out any lawful purpose or purposes not involving pecuniary profit or gain
for its directors, officers, shareholders, or members. A nonprofit
corporation formed on a nonstock directorship basis, as authorized by
Section 302 of the Act, may or may not have members, but if it has members,
the members are not entitled to vote.
4. Item 2 -- Enter the identification number previously assigned by the
Bureau. If this number is unknown, leave it blank.
5. Item 4 -- The article being amended must be set forth in its entirety.
However, if the article being amended is divided into separately
identifiable sections, only the sections being amended need be included.
6. This document is effective on the date endorsed "filed" by the Bureau. A
later effective date, no more than 90 days after the date of delivery, may
be stated as a additional article.
7. If the amendment is adopted before the first meeting of the board of
directors, item 5(a) must be completed and signed in ink by a majority of
the incorporators if more than one listed in Article V of the Articles of
Incorporation if a profit corporation, and all the incorporators if a
nonprofit corporation. If the amendment is otherwise adopted, Item 5(b)
must be completed and signed in ink by the president, vice-president,
chairperson or vice-chairperson of the corporation.
8. FEES: Make remittance payable to the State of Michigan. Include corporation
name and identification number on check or money order.
NONREFUNDABLE FEE $ 10.00
TOTAL MINIMUM FEE $ 10.00
ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT
CORPORATIONS ARE:
each additional 20,000 authorized shares or portion thereof $ 30.00
maximum fee for first 10,000,000 authorized shares $ 5,000.00
each additional 20,000 authorized shares or portion thereof in
excess of 10,000,000 shares $ 30.00
maximum fee per filing for authorized shares in excess of
10,000,000 shares $200,000.00
9. Mail form and fee to: The office is located at:
Michigan Department of Commerce 6546 Mercantile Way
Corporation and Securities Bureau Lansing, MI 48910
Corporation Division Telephone: (517) 334-6302
P.O. Box 30054
Lansing, MI 48909-7554
C&S 515 (Rev. 8/93)
INCREASE IN AUTHORIZED STOCK
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE-ONLY)
JUN 03 1998 FILED
JUN 16 1998
Administrator
MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
EFFECTIVE DATE:
Name
Thomas W. Gallagher, Senior Vice President,
General Counsel & Secretary
- --------------------------------------------------------
Address
328 S. Saginaw St.
- --------------------------------------------------------
City State Zip Code
Flint MI 48502-9985
- --------------------------------------------------------
DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation is: CITIZENS BANKING CORPORATION
2. The identification number assigned by the Bureau is: 031-208
3. The location of the registered office is:
328 S. Saginaw St. Flint, Michigan 48502-9985
-----------------------------------------------------------------------
(Street Address) (City) (ZIP Code)
4. Article III - of the Articles of Incorporation is hereby amended to read
as follows:
The total authorized capital stock is:
1. Common Shares: 100,000,000 shares no par value
2. Preferred Shares: 5,000,000 shares no par value
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS
OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. [ ] The foregoing amendment to the Articles of Incorporation was
duly adopted on the day of , 19 ,
------------ ---------------- ----
in accordance with the provisions of the Act by the unanimous
consent of the incorporator(s) before the first meeting of the
Board of Directors or Trustees.
Signed this day of , 19 .
-------------- -------------------- -------
----------------------------- ---------------------------
(Signature) (Signature)
----------------------------- ---------------------------
(Type or Print Name) (Type or Print Name)
----------------------------- ---------------------------
(Signature) (Signature)
----------------------------- ---------------------------
(Type or Print Name) (Type or Print Name)
b. [X] The foregoing amendment to the Articles of Incorporation was
duly adopted on the 21st day of April , 1998. The
amendment: (check one of the following)
[X] was duly adopted in accordance with Section 611(3) of the
Act by the vote of the shareholders if a profit
corporation, or by the vote of the shareholders or members
if a nonprofit corporation, or by the vote of the
directors if a nonprofit corporation organized on a
nonstock directorship basis. The necessary votes were cast
in favor of the amendment.
[ ] was duly adopted by the written consent of all directors
pursuant to Section 525 of the Act and the corporation is
a nonprofit corporation organized on a nonstock
directorship basis.
[ ] was duly adopted by the written consent of the
shareholders or members having not less than the minimum
number of votes required by statute in accordance with
Section 407(1) and (2) of the Act if a nonprofit
corporation, or Section 407(1) of the Act if a profit
corporation. Written notice to shareholders who have not
consented in writing has been given. (Note: Written
consent by less than all of the shareholders or members is
permitted only if such provision appears in the Articles
of Incorporation.)
[ ] was duly adopted by the written consent of all the
shareholders or members entitled to vote in accordance
with section 407(3) of the Act if a nonprofit corporation,
or Section 407(2) of the Act if a profit corporation.
Signed this 29th day of May , 1998
By /s/ Thomas W. Gallagher
-------------------------
(Only Signature of President,
Vice-President, Chairperson, or
Vice-Chairperson)
Thomas W. Gallagher
Senior Vice President, General Counsel & Secretary
--------------------------------------------------
Type or Print Name) (Type or Print Title)
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MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
CORPORATION, SECURITIES AND LAND DEVELOPMENT BUREAU
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Date Received (For Bureau Use Only)
Filed
June 09 2000 June 09 2000
Administrator
Corp Securities & Land
Dev. Bureau EFFECTIVE DATE:
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NAME Mark A. Metz
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ADDRESS Dykema Gossett PLLC, 400 Renaissance Center
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CITY Detroit STATE MI ZIP CODE 48243
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DOCUMENT WILL BE RETURNED TO THE NAME AND ADDRESS YOU ENTER ABOVE
CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
CITIZENS BANKING CORPORATION
(a Michigan corporation)
Pursuant to the provision of Act 284, Public Acts of 1972, as amended, the
undersigned corporation executes the following Certificate:
1. The present name of the Corporation is Citizens Banking Corporation.
2. The corporation identification number (CID) assigned by the Bureau is:
031-208.
3. The location of its registered office is: 328 South Saginaw Street, Flint,
Michigan 48502-2401, Michigan 48034.
4. Article III of the Articles of Incorporation is hereby amended to add the
provisions set forth on Annex A hereto establishing the Series B Preferred
Stock.
5. The foregoing amendment to the Articles of Incorporation was duly adopted
on the 23rd day of May, 2000 by the Board of Directors pursuant to section
611(2) of the Michigan Business Corporation Act.
Signed this 5th day of June, 2000.
By: /s/ Thomas W. Gallagher
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(Signature of President,
Vice President, Chairperson or Vice Chairperson)
Thomas W. Gallagher, Senior Vice President
(Type or Print Name)
ANNEX A
CERTIFICATE OF DESIGNATIONS
ESTABLISHING AND DESIGNATING THE SERIES AND
FIXING AND DETERMINING THE RELATIVE RIGHTS AND PREFERENCES
OF THE SERIES B PREFERRED STOCK
OF
CITIZENS BANKING CORPORATION
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There is hereby established a series of serial preferred stock to which the
following provisions shall be applicable:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series B Preferred Stock" (the "Preferred Stock") and the number
of shares constituting the Preferred Stock shall be 200,000. Such number of
shares may be increased or decreased by resolution of the Board of Directors
(hereinafter called the "Board of Directors" or the "Board") of Citizens Banking
Corporation (the "Company"); provided, that no decrease shall reduce the number
of shares of Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Company convertible into Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series
of preferred stock of the Company (or any similar stock) ranking prior and
superior to the Preferred Stock with respect to dividends, the holders of shares
of Preferred Stock, in preference to the holders of Common Stock, no par value
per share (the "Common Stock"), of the Company, and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in
cash on the first day of March, June, September and December in each year (each
such date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to
the provision for adjustment hereinafter set forth, 1,000 times the aggregate
per share amount of all cash dividends, and 1,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Preferred Stock. In the
event the Company shall at any time after May 23, 2000 (the "Rights Declaration
Date") declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of Preferred Stock were entitled immediately prior to such event under
clause (b) of the preceding sentence shall be adjusted by multiplying such
amount by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
(B) The Company shall declare a dividend or distribution on the
Preferred Stock as provided in paragraph (A) of this Section immediately after
it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, subject to the prior and superior rights of the
holders of any shares of any series of preferred stock with respect to
dividends, a dividend of $1 per share on the Preferred Stock shall nevertheless
be payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Preferred Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the shares of Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Preferred Stock shall
have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Preferred Stock shall entitle the holder thereof to 1,000 votes on
all matters submitted to a vote of the shareholders of the Company. In the event
the Company shall at any time after the Rights Declaration Date declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination
or consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
number of votes per share to which holders of shares of Preferred Stock were
entitled immediately prior to such event shall be adjusted by multiplying such
number by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.
(B) Except as otherwise provided herein, in any other Certificate of
Designations creating a series of preferred stock or any similar stock, or by
law, the holders of shares of Preferred Stock and the holders of shares of
Common Stock and any other capital stock of the Company having general voting
rights shall vote together as one class on all matters submitted to a vote of
shareholders of the Company.
(C) Except as set forth herein, or as otherwise provided by law,
holders of Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any corporate action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared, on shares of Preferred Stock outstanding shall have been paid
in full, the Company shall not:
(i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Preferred Stock;
(ii) declare or pay dividends, or make any other distributions,
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Preferred Stock, except
dividends paid ratably on the Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Preferred Stock, provided that the Company may
at any time redeem, purchase or otherwise acquire shares of any such junior
stock in exchange for shares of any stock of the Company ranking junior (either
as to dividends or upon dissolution, liquidation or winding up) to the Preferred
Stock; or
(iv) redeem or purchase or otherwise acquire for consideration
any shares of Preferred Stock, or any shares of stock ranking on a parity with
the Preferred Stock, except in accordance with a purchase offer made in writing
or by publication (as determined by the Board of Directors) to all holders of
such shares upon such terms as the Board of Directors, after consideration of
the respective annual dividend rates and other relative rights and preferences
of the respective series and classes, shall determine in good faith will result
in fair and equitable treatment among the respective series or classes.
(B) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Preferred Stock purchased or
otherwise acquired by the Company in any manner whatsoever shall be retired and
canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of preferred stock and
may be reissued as part of a new series of preferred stock subject to the
conditions and restrictions on issuance set forth herein, in the Amended and
Restated Articles of Incorporation or in any other Certificate of Designations
creating a series of preferred stock or any similar stock or as otherwise
required by law.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon any
liquidation, dissolution or winding up of the Company, no distribution shall be
made to the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Preferred Stock unless,
prior thereto, the holders of shares of Preferred Stock shall have received
$1,000 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment (the
"Liquidation Preference"). Following the payment of the full amount of the
Liquidation Preference, no additional distributions shall be made to the holders
of shares of Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Liquidation Preference by
(ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to
reflect such events as stock splits, stock dividends and recapitalizations with
respect to the Common Stock) (such number in clause (ii), the "Adjustment
Number"). Following the payment of the full amount of the Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Preferred
Stock and Common Stock, respectively, and the payment of liquidation preferences
of all other shares of capital stock which rank prior to or on a parity with
Preferred Stock, holders of Preferred Stock and holders of shares of Common
Stock shall receive their ratable and proportionate share of the remaining
assets to be distributed in the ratio of the Adjustment Number to 1 with respect
to such Preferred Stock and Common Stock, on a per share basis, respectively.
(B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Liquidation Preference and the
liquidation preferences of all other series of preferred stock, if any, which
rank on a parity with the Preferred Stock, then such remaining assets shall be
distributed ratably to the holders of such parity shares in proportion to their
respective liquidation preferences. In the event, however, that there are not
sufficient assets available to permit payment in full of the Common Adjustment,
then such remaining assets shall be distributed ratably to the holders of Common
Stock.
(C) In the event the Company shall at any time after the Rights
Declaration Date declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the aggregate amount to
which holders of shares of Preferred Stock were entitled immediately prior to
such event under paragraph (A) of this Section 6 shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Consolidation, Merger, etc. In case the Company shall enter into
any consolidation, merger, combination or other transaction in which the shares
of Common Stock are exchanged for or changed into other stock or securities,
cash and/or any other property, then in any such case each share of Preferred
Stock shall at the same time be similarly exchanged or changed into an amount
per share, subject to the provision for adjustment hereinafter set forth, equal
to 1,000 times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged. In the event the Company shall at
any time after the Rights Declaration.
Date declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount set forth in the
preceding sentence with respect to the exchange or change of shares of Preferred
Stock shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event.
Section 8. No Redemption. The shares of Preferred Stock shall not be
redeemable.
Section 9. Rank. The Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series
of any other class of the Company's preferred stock.
Section 10. Amendment. The Amended and Restated Articles of Incorporation
of the Company shall not be amended in any manner which would materially alter
or change the powers, preferences or special rights of the Preferred Stock so as
to affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Preferred Stock, voting together as a
single class.
Section 11. Fractional Shares. Preferred Stock may be issued in fractions
of a share (in one one-thousandths (1/1000ths) of a share and integral multiples
thereof) which shall entitle the holder, in proportion to such holder's
fractional shares, to exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of holders of
Preferred Stock.