EXHIBIT 3.39
DEPARTMENT OF STATE
THE STATE OF OHIO
SHERROD BROWN
Secretary of State
326402
CERTIFICATE
IT IS HEREBY CERTIFIED that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of AMA INC CHI
of
MOTOR WHEEL CORPORATION
Recorded on Roll G131 at Frame 1093 of the
Records of Incorporation and Miscellaneous
Filings.
UNITED STATES OF AMERICA WITNESS MY HAND AND THE SEAL OF THE
STATE OF OHIO SECRETARY OF STATE, AT THE CITY OF
OFFICE OF THE SECRETARY OF STATE COLUMBUS, OHIO, THIS 30TH DAY OF MARCH,
A.D. 1987.
[SEAL]
/s/ SHERROD BROWN
-------------------
SHERROD BROWN
Secretary of State
CERTIFICATE OF ADOPTION OF
AMENDED ARTICLES OF INCORPORATION
OF MOTOR WHEEL CORPORATION
Joseph C. Overbeck, President and Dale R. Martin, Secretary of Motor
Wheel Corporation, an Ohio corporation (the "Corporation"), do hereby certify
that:
1. In a writing signed under the provisions of Section 1701.54 of the
Ohio Revised Code, the sole shareholder of the Corporation entitled to a notice
of a meeting of shareholders executed on March 21, 1987, the following
resolutions adopting the Amended Articles of Incorporation of the Corporation:
RESOLVED, that the Amended Articles of Incorporation attached
as Exhibit A hereto be and hereby is approved and adopted.
RESOLVED, that the President, any Vice President, the
Secretary, and each of them, be and hereby are authorized and
directed for and on behalf of the Corporation, to execute,
certify, seal, file, and deliver, a Certificate of Amended
Articles of Incorporation referred to in the preceding resolution
and any other documents, and to take or cause to be taken any
such other action which, in the judgment of such officers or
officer of the Corporation, may be necessary or appropriate in
connection with the adoption of such Amended Articles of
Incorporation.
2. Attached hereto is a true, correct and complete copy of the Amended
Articles of Incorporation of the Motor Wheel Corporation, as so adopted by the
sole shareholder.
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IN WITNESS WHEREOF, the above named officers have subscribed their
names this 27th day of March, 1987.
By: /s/ Joseph C. Overbeck
--------------------------------
Joseph C. Overbeck,
President
And: /s/ Dale R. Martin
--------------------------------
Dale R. Martin,
Secretary
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AMENDED ARTICLES OF INCORPORATION
OF
MOTOR WHEEL CORPORATION
I. Name.
The name of the Corporation is Motor Wheel Corporation.
II. Principal Office.
The principal office of the Corporation in the State of Ohio is located
in Akron in Summit County.
III. Purpose.
The purpose for which the Corporation is formed is to engage in any
lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.
IV. Authorized Shares
The maximum number of shares the Corporation is authorized to have
outstanding is 302,500, classified as follows: (a) 300,000 Cumulative
Exchangeable Preferred Shares, without par value (the "Preferred Shares"); and
(b) 2,500 Common Shares, without par value (the "Common Shares").
A. Preferred Shares
The Preferred Shares have the following terms and provisions:
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Section 1. Dividends
The holders of Preferred Shares, in preference to the holders of Common
Shares and of any other class of shares ranking junior to the Preferred Shares,
shall be entitled to receive out of any funds legally available and when and as
declared by the Board of Directors, dividends payable semi-annually on April 1
and October 1 in each year, at the rate of $11.25 per share per annum,
commencing on October 1, 1987 and continuing through April 1, 1993; at the rate
of $11.75 per share per annum on October 1, 1993 and April 1, 1994; at the rate
of $12.25 per share per annum on October 1, 1994 and April 1, 1995; at the rate
of $12.75 per share per annum on October 1, 1995 and April 1, 1996; and
thereafter at the rate of $13.25 per share per annum. Such dividends shall be
cumulative so that if dividends in respect of any previous or current dividend
payment shall not have been paid or declared and a sum sufficient for the
payment thereof set apart for payment, the deficiency shall first be fully paid
before any dividend or other distribution in respect of any class of equity
securities of the Corporation shall be paid or declared. Accumulations of cash
dividends shall not bear interest. Dividends shall accrue ratably throughout
each dividend period.
Section 2. Voting
(a) Except as expressly provided herein or required by the laws of the
State of Ohio, the voting powers of the shareholders of the Corporation shall be
vested exclusively in the holders of the Common Shares.
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(b)(i) If, and so often as, the Corporation shall not have paid or
declared and set apart for payment a dividend payment when due on the Preferred
Shares, then until such time as all dividends in arrears have been paid or
declared and set apart for payment by the Corporation, but not longer, the
holders of Preferred Shares shall be entitled to elect two members to the Board
of Directors of the Corporation.
(ii) when the voting rights provided for in paragraph (b)(i) are in
effect, such rights may be exercised by the holders of Preferred Shares at the
next following annual or special meeting of the shareholders of the Corporation
for the election of Directors, and shall remain in effect and exercisable at
each succeeding meeting of the shareholders of the Corporation until all accrued
and unpaid dividends on the Preferred Shares then outstanding shall have been
paid or declared and set apart for payment, whereupon the holders of Preferred
Shares shall be divested of such voting rights in respect of subsequent
elections of Directors whether at an annual or special meeting of shareholders
of the Corporation, subject to the revesting of such voting rights pursuant to
paragraph (b)(i). Holders of 50 percent of the then outstanding Preferred Shares
shall have the right to call a special meeting of the shareholders of the
Corporation for purposes of this Section 2(b)(ii).
(iii) At any meeting at which the holders of Preferred Shares shall be
entitled to elect Directors, the
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holders of 50 percent of the then outstanding Preferred Shares, present in
person or by proxy, shall constitute a quorum, and the vote of the holders of a
majority of the Preferred Shares so present shall be sufficient to elect the
Directors which the holders of Preferred Shares are entitled to elect pursuant
to this Section 2. Notwithstanding any provision of these Amended Articles of
Incorporation or the Regulations of the Corporation or any action taken by the
holders of any class of shares fixing the number of Directors of the
Corporation, (A) the Directors who may be elected by the holders of Preferred
Shares pursuant to this Section 2 shall serve in addition to any other Directors
then in office or proposed to be elected otherwise than pursuant to this Section
and (B) the election of Directors by the holders of Preferred Shares shall not
require the resignation of any Director elected by the holders of Common Shares.
Notwithstanding any classification of the other Directors of the Corporation,
the Directors elected by the holders of Preferred Shares pursuant to this
Section 2 shall be elected annually for terms expiring at the next succeeding
annual meeting of the holders of Common Shares; provided, however, that whenever
the holders of Preferred Shares shall be divested of the voting power as
provided above, the terms of office of all persons elected as Directors by the
holders of the Preferred Shares pursuant to this Section 2 shall immediately
terminate and the number of Directors shall be reduced accordingly.
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Section 3. Liquidation Rights
(a)(i) The holders of Preferred Shares shall, in the event of
liquidation, dissolution or winding up of the affairs of the Corporation on or
prior to April 1, 1993, be entitled to receive in full out of the net assets of
the Corporation, including its capital, before any amount shall be paid to or
distributed among the holders of Common Shares or any other shares of capital
stock of the Corporation, $100.00 per share together with, in all cases, all
past accrued and unpaid dividends. After April 1, 1993, the holders of Preferred
Shares shall, in the event of liquidation, dissolution or winding up of the
affairs of the Corporation, be entitled to receive in full out of the net assets
of the Corporation, including without limitation its capital, before any amount
shall be paid to or distributed among the holders of Common Shares or any other
shares of capital stock of the Corporation, $110.00 per share together with, in
all cases, all past accrued and unpaid dividends. In the event that the net
assets of the Corporation legally available therefor are insufficient to permit
the payment upon all outstanding Preferred Shares of the full preferential
amount to which they are respectively entitled, then such net assets shall be
distributed ratably upon the outstanding Preferred Shares.
(ii) After payment to holders of Preferred Shares of the full
preferential amounts as aforesaid or after funds sufficient to pay such amounts
have been set apart for payment,
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holders of Preferred Shares as such shall have no further right or claim to any
of the remaining assets of the Corporation.
(b) The merger or consolidation of the Corporation into or
with any other corporation, or the merger of any other corporation into the
Corporation, shall not be deemed to be a liquidation, dissolution or winding up
for the purposes of this Section 3.
Section 4. Exchange Rights
The Corporation, at its sole potion, shall have the right to
redeem all, but not less than all, of the Preferred Shares for Junior
Subordinated Exchange Debentures of the Corporation ("Debentures") at any time
after April 1, 1990, so long as the ratio between (a) the consolidated debt of
the Corporation (i) for money borrowed or (ii) evidenced by a note, debenture or
other similar instrument (including without limitation capitalized leases and
purchase money mortgages) given in connection with the acquisition of any
property or asset (including without limitation securities), any other debt
which the Corporation has guaranteed or for which it is otherwise liable, and
any amendment, renewal, extension, restructuring or refunding of any such debt
("Debt") and (b) the consolidated shareholders' equity of the Corporation,
determined in accordance with generally accepted accounting principles (the
"Debt/Equity Ratio"), based on the financial statements of the Corporation as
of the end of its last fiscal year on a pro forma basis after giving effect to
the exchange
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provided for herein and assuming such exchange occurs on the last day of such
year, is not greater than five-to-one, provided that the Corporation shall have
received an opinion of counsel that the exchange shall not adversely affect the
exemption from registration of the original issuance of the Preferred Shares
("Exchange Opinion").
Any holder of Preferred Shares has the right to exchange all,
but not less than all, of the Preferred Shares held by him into Debentures at
any time after the sale for cash of any class of equity securities of the
Corporation or any corporation owning a majority of the Common Shares of the
Corporation involving receipt by the Corporation or such corporation of not less
than $15,000,000, so long as the Debt/Equity Ratio, based on the financial
statements of the Corporation as of the end of its last fiscal year after giving
effect to the exchange provided for herein and assuming such exchange occurs on
the last day of such year, is not greater than five-to-one and provided that the
Corporation shall have received an Exchange Opinion.
Upon exchange, holders of outstanding Preferred Shares will be
entitled to receive in exchange for each Preferred Share held by them at the
date fixed for exchange (the "Exchange Date") $100.00 (if the Exchange Date is
on or before April 1, 1993) or $110.00 (if the Exchange Date is after April 1,
1993) principal amount of Debentures together with all then accrued and unpaid
dividends on such Preferred Share for all
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dividend payment dates on or prior to the Exchange Date, provided, however,
that, if fewer than 10 Preferred Shares are held, then no Debenture shall be
issued and the holder shall receive in lieu of such Debenture a cash payment of
$100.00 per Preferred Share (if the Exchange Date is on or before April 1, 1993)
or $110.00 per Preferred Share (if the Exchange Date is after April 1, 1993)
together with all then accrued and upaid dividends on such Preferred Share for
all dividend payment dates on or prior to the Exchange Date.
Notice of the exchange (the "Exchange Notice") shall, in the
case of an exchange at the option of the Corporation, be given by the
Corporation by mailing, postage prepaid, a copy of such notice to each holder of
record of the Preferred Shares at its address then appearing on the books of the
Corporation and, in the case of an exchange at the option of the holder, be
given by the holder by mailing, postage prepaid, a copy of such notice to the
Corporation; the Exchange Notice shall designate the Exchange Date, which date
shall be not less than 60 nor more than 90 days following the date of the
Exchange Notice.
Prior to giving the Exchange Notice, or promptly following the
first receipt of an Exchange Notice from any holder, the Corporation shall
execute and deliver, with a bank or trust company selected by the Corporation,
an Indenture relating to the Debentures substantially in the form on file with
the Secretary of the Corporation on the date of the first issuance of Preferred
Shares, with such changes as may be required by law, stock exchange rule or
usage or that do not
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adversely affect the interests of the holders of the Debentures. The Corporation
will mail to the holder of any Preferred Shares a copy of the Indenture without
charge within ten days after receipt of written request therefor addressed to
the Secretary at the principal office of the Corporation. Prior to the giving of
the Exchange Notice (or prior to the Exchange Date if the Exchange Notice is
given by a holder), the Corporation shall file at the office of the exchange
agent for such Debentures an opinion of counsel to the effect that the Indenture
has been duly authorized, executed and delivered by the Corporation, has been
duly qualified under the Trust Indenture Act of 1939 (or that such qualification
is not necessary), and constitutes a valid and binding instrument enforceable
against the Corporation in accordance with its terms (subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity, and subject to such other qualifications as are then
customarily contained in opinions of counsel experienced in such matters); that
the Debentures have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered in exchange for
the Preferred Shares, will constitute valid and binding obligations of the
Corporation entitled to the benefits of the Indenture (as aforesaid); that the
exchange of the Debentures for the Preferred Shares shall not violate the laws
of the State of
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Ohio; and that the exchange of the Debentures for the Preferred Shares is exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "Act") or, if no such exemption is available, that the Debentures have been
duly registered for such exchange under the Act.
On the Exchange Date, each holder of the Preferred Shares to
be exchanged shall surrender the certificates evidencing all Preferred Shares
owned by such holder to the Corporation at the principal office of the
Corporation, against delivery of Debentures by the Corporation to the holder.
The certificates shall be duly endorsed in blank or accompanied by a written
instrument or instruments of transfer in form and substance satisfactory to the
Corporation, duly executed by the holder or an authorized representative of the
holder; such certificates shall bear no legends and the Preferred Shares
represented thereby shall not be subject to any restrictions or encumbrances
other than any legends, restrictions or encumbrances imposed or created by the
Corporation. From and after the Exchange Date and notwithstanding that the
certificates evidencing any Preferred Shares to be exchanged shall not have been
surrendered, all rights of the holders thereof with respect to such Preferred
Shares shall forthwith after such date cease and terminate, except only the
right of the holders to receive the Debentures upon surrender of their
certificates therefor.
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The Debentures shall bear interest at the rate of 12% per
annum, payable in semi-annual installments on April 1 and October 1 in each
year, commencing with the first such date immediately preceeding the date of
issuance of the Debentures or, if the date of issuance or the Debentures is on
either of such dates, commencing on such date. The Debentures may be redeemed in
whole or in part at the sole option of the Board of Directors of the Corporation
at any time from April 1, 1990 through April 1, 1998 upon payment to the holder
thereof of the following redemption price (expressed as a percentage of
principal amount):
If redeemed during the
twelve month period
beginning April 1, Redemption Price
- ---------------------- ----------------
1990-1992 103%
1993 102
1994 101
1995 and thereafter 100
together with any accrued and unpaid interest.
The indebtedness evidenced by the Debentures will be
subordinate to prior payment in full of the principal of, and premium, if any,
and interest on all Debt of the Corporation, including without limitation the
Corporation's 12 3/8% Senior Subordinated Notes due 1997 and any additional
indebtedness of the Corporation (other than convertible indebtedness) issued
subsequent to the date the Preferred Shares are issued, upon any distribution of
assets of the Corporation in any
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liquidation, dissolution or winding up of the Corporation. The indebtedness
evidenced by the Debentures will be senior to the Preferred Shares, Common
Shares and any convertible indebtedness issued subsequent to the date the
Preferred Shares are issued.
Section 5. Redemption
The Preferred Shares shall be subject to redemption by the
Corporation in accordance with the following provisions:
(a) Exercise. The Corporation shall have the right, exercisable
by the affirmative vote of a majority of its Board of Directors, to redeem from
any holder of Preferred Shares any number of Preferred Shares at any time so
long as the Debt/Equity Ratio, based on the financial statements of the
Corporation as of the end of its last fiscal year after giving effect to the
redemption provided for herein and assuming such redemption occurs on the last
day of such year, is not greater than three-to-one. The price (the "Redemption
Price") at which the Preferred Shares are to be redeemed shall be as follows:
If redeemed during the
twelve month period Redemption Price
beginning April 1, Per Share
- ----------------------- ----------------
1987-1992 $103.00
1993 112.20
1994 111.10
1995 and thereafter 110.00
together with all past accrued and unpaid dividends on such Preferred Shares for
all dividend payment dates on or prior to the date fixed for redemption (the
"Redemption Date").
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(b) Redemption Notice. Notice of the redemption (the "Redemption
Notice") shall be given by the Corporation by mailing, postage prepaid, a copy
of such notice to each holder of record of the Preferred Shares to be redeemed,
at its address then appearing on the books of the Corporation. The Redemption
Notice shall state the Redemption Date, which date shall be not less than 30
days following the date of the Redemption Notice (or, if not a business day, the
next following business day), the number of Preferred Shares to be redeemed from
the holder thereof and the full price to be paid upon redemption.
(c) Redemption Closing. On the Redemption Date, the holder of the
Preferred Shares to be redeemed shall surrender the certificates evidencing such
shares to the Corporation at the principal office of the Corporation, against
delivery by the Corporation to the holder of a certified or official bank check
in an amount equal to the Redemption Price. The certificates shall be duly
endorsed in blank or accompanied by a written instrument or instruments of
transfer in form and substance satisfactory to the Corporation, duly executed
by the holder or an authorized representative of the holder; such certificates
shall bear no legends and the Preferred Shares represented thereby shall not be
subject to any restrictions or encumbrances other than any legends, restrictions
or encumbrances imposed or created by the Corporation. If less than all the
shares represented by any such surrendered certificates are to be redeemed, a
new certificate shall be
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issued by the Corporation to the holder representing any unredeemed shares. From
and after the Redemption Date (unless the Corporation defaults in payment of the
Redemption Price) and notwithstanding that the certificates evidencing any
Preferred Shares shall not have been surrendered, all rights of the holders
thereof with respect to the Preferred Shares shall forthwith after such date
cease and terminate, except only the right of the holders to receive the
Redemption Price on such shares upon surrender of their certificates therefor.
B. Common Shares
The Common Shares shall be subject to the terms of the Preferred
Shares. Each Common Share shall be equal to every other Common Share in all
respects. The holders of Common Shares shall be entitled to one vote for each
Common Share upon all matters presented to the shareholders of the Corporation,
except as and to the extent otherwise provided for in these Amended Articles of
Incorporation. Dividends on the Common Shares shall be paid on such dates and in
such amounts as declared from time to time by the Directors of the Corporation;
provided, however, that no dividend or distribution shall be declared or paid
with respect to any Common Share unless the same is declared and paid with
respect to all Common Shares; further provided, however, that no dividend shall
be paid or declared and set apart for payment to holders of Common Shares unless
all accrued and unpaid dividends on the Preferred Shares shall have first been
paid or declared and set apart for payment.
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V. Pre-Emptive Rights
Except as otherwise provided herein, no holders of any class of shares
of the Corporation shall have any pre-emptive right to purchase or have offered
to them for purchase any shares or other securities of the Corporation.
VI. Share Repurchases
The Corporation may from time to time, pursuant to authorization by the
Board of Directors and without action by the shareholders, purchase or otherwise
acquire shares of the Corporation of any class or classes in such manner, upon
such terms and in such amounts as the Board of Directors shall determine;
subject, however, to such limitation or restriction, if any, as is contained in
the express terms of any class of shares of the Corporation outstanding at the
time of the purchase or acquisition in question.
VII. Voting Requirements
Notwithstanding any provision of the Ohio Revised Code now or hereafter
in force requiring for any purpose the vote, consent, waiver or release of the
holders of shares entitling them to exercise two-thirds, or any other
proportion, of the voting power of the Corporation or of any class or classes of
shares thereof, such action, unless otherwise expressly required by statute or
by these Amended Articles of Incorporation, may be taken by the vote, consent,
waiver or
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release of the holders of shares entitling them to exercise a majority of the
voting power of the Corporation or of such class or classes.
VIII. Superseding Articles
These Amended Articles of Incorporation of the Corporation supersede
and take the place of the heretofore existing Articles of Incorporation of the
Corporation.
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05179-0101
THE STATE OF OHIO
BOB TAFT
Secretary of State
326402
CERTIFICATE
It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD CHL
of:
MOTOR WHEEL CORPORATION
Recorded on Roll 5179 at Frame 0102 of
United States of America the Records of Incorporation and
State of Ohio Miscellaneous Filings.
Office of the Secretary of State
Witness my hand and the seal of the
Secretary of State at Columbus, Ohio,
[SEAL] this 6TH day of JUNE ,
A.D. 1995.
/s/ Bob Taft
BOB TAFT
Secretary of State
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[SEAL] Prescribed by Charter No. 326402
BOB TAFT, Secretary of State Approved CR
30 East Broad Street, 14th Floor Date 6-6-95
Columbus, Ohio 43266-0418 Fee 35.00
C506713001
CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF
Motor Wheel Corporation
- --------------------------------------------------------------------------------
(Name of Corporation)
Richard W. Tuley
- ----------------------------------------------------, who is :
Executive
[ ] Chairman of the Board [ ] President [X] Vice President (Please check one.)
and Dale R. Martin , who is:
[X] Secretary [ ] Assistant Secretary (Please check one.)
of the above named Ohio corporation organized for profit does hereby certify
that: (Please check the appropriate box and complete the appropriate
statements.)
[X] a meeting of the shareholders was duly called for the purpose of adopting
this amendment and held on March 14, 1995 at which meeting a quorum of the
shareholders was present in person or by proxy, and by the affirmative vote
of the holders of shares entitling them to exercise 100% of the voting
power of the corporation.
[ ] in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to amend
the articles was adopted:
RECEIVED RECEIVED
JUN 06 1995 MAY 25 1995
BOB TAFT BOB TAFT
SECRETARY OF STATE SECRETARY OF STATE
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of
the corporation, have hereto subscribed their names this 8th day of May 1995.
Richard W. Tuley Dale R. Martin
By ---------------------------------- By ----------------------------------
(Executive Vice President) (Secretary, Assistant Secretary)
NOTE: OHIO LAW DOES NOT PERMIT ONE OFFICER TO SIGN IN TWO CAPACITIES. TWO
SEPARATE SIGNATURES ARE REQUIRED, EVEN IF THIS NECESSITATES THE ELECTION OF A
SECOND OFFICER BEFORE THE FILING CAN BE MADE.
SHARE
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MOTOR WHEEL CORPORATION
CERTIFICATION
I hereby certify that I am the duly elected Secretary of MOTOR WHEEL
CORPORATION, an Ohio corporation, and that the following is a true, complete and
correct copy of a shareholder resolution authorized and issued by MWC Holdings,
Inc. as the sole shareholder of Motor Wheel Corporation, on March 14, 1995:
RESOLVED, that the President of MWC Holdings, Inc. (the "Company") be
and hereby is authorized, on behalf of the Company, as the sole shareholder of
Motor Wheel Corporation (the "Corporation"), to consent in writing to the
adoption of the following shareholder resolution, effective as of Tuesday, the
14th day of March, 1995:
WHEREAS, the holder of all of the issued voting stock of this
Corporation has consented in writing and authorized the Board of
Directors and officers of this Corporation to change the principal
office from its listed present location at 316 East Market Street, City
of Akron, County of Summit, State of Ohio, to 428 Seiberling Street,
City of Akron, County of Summit, State of Ohio, which consent is now on
file in the office of this Corporation, be it
RESOLVED, that the Secretary of the Corporation is hereby
directed, in accordance with the provisions of Section 1701.69 of the
Ohio General Corporation Law, to file in the office of the Secretary of
State where the original Articles of Incorporation are, a copy of this
resolution, together with a copy of an affidavit showing that the sole
shareholder of the Corporation has authorized such change in the
location of the principal office of this Corporation, duly certified by
the Secretary of the Corporation under the Corporate Seal, and it is
further
RECEIVED
MAY 25 1995
BOB TAFT
SECRETARY OF STATE
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RESOLVED, that the officers of the Corporation are hereby
authorized to do any and all other acts necessary in their judgement
and required by law to effect the change of the principal office of
this Corporation.
IN WITNESS WHEREOF, I hereunto affix my name as Secretary and have
caused the corporate seal of said Corporation to be affixed this 8th day of
May, 1995.
Dale R. Martin
---------------------------------
Secretary
(SEAL)
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Ohio Secretary of State Return Slip
Amendment/Amended articles
May 31, 1995
Motor Wheel Corporation NOTE: THIS RETURN SLIP CREDITED IN THE
2501 Woodlake Circle AMOUNT OF $ 0 MUST ACCOMPANY THE CORRECTED
Okemos, MI 48864-5955 DOCUMENTS. COMPLETED DOCUMENTS MUST BE
RETURNED WITHIN 30 DAYS OR A REFUND WILL BE
ISSUED.
Re: Motor Wheel Corporation
Document No___________ Additional Fee Required: $35
Dear Sir or Madam:
The enclosed documents are being returned unfiled for the following
reason(s):
_________1. The corporation's name must appear at the top of the certificate
exactly the same as in our records. Please see correct name above.
_________2. The certificate must be signed by 2 officers of the corporation.
One signature must be that of the chairman of the board, president
or vice-president and the second signature must be that of the
secretary or assistant secretary. One individual may not sign in
both capacities and, if necessary, an election or appointment must
be made for this purpose.
_______ if the corporation has a close corporation agreement in
effect, the enclosed Close Corporation Affidavit may be
completed.
_________3. Our records indicate that the principal office is located in
___________________ However, the location given on the certificate
is ________________ If the location has been changed (to a
attachment city or county), then an additional resolution must be
adopted. Changing the principal office location, include the
appropriate county.
_________4. Indicate what manner of adoption was used in passing the resolution
to amend the Articles of Incorporation. If a meeting was held,
include the percentage of the voting power that passed the
resolution. A ________ vote is required.
_________5. The new name you have chosen is not available without the written
consent of _______ You may contact the prior registrant at
___________________________________________________________________
____________________ If consent cannot be obtained, please contact
this article before filing another name to ensure that the
alternate name is available.
_________6. The corporation must submit its Form 7 (Annual Statement of
Promotion of Capital Stock) for the year(s) _____ The Form 7 should
reflect corporate activities in Ohio during the previous year. The
forms are enclosed.
_________7. We are unable to accept photostat copies. Original documents and
signatures are required.
_________8. When a corporation is amending its articles of incorporation in its
entirety, the certificate must contain a superseding cause stating
that the adopted amended articles of incorporation shall supersede
the existing articles of incorporation and amendments thereto.
_________9. The corporation was cancelled by Ohio Department of Taxation on
__________. Before filing the amendment/amended articles, you
must contain a D-3 (Certificate of Reinstatement) from the Ohio
Department of Taxation (1030 Freeway Drive North, Columous, Ohio
43229.(614) 433-7636). The D-3 must then be held with the Secretary
of State, together with a $1000 filing fee in addition to the
amendment documents.
________10. Your non-profit corporation was cancelled on _______ for failure to
file its statements of continued existence. Please fill out the
enclosed Application for Reinstatement, submit a $1000 filing fee
and return all the enclosed amendment documents.
________11. The corporation's articles were cancelled on _______ for failure to
file the Professional Annual Shareholders Reports. Before the
filing the Amendment/Amended Articles, you must complete the
enclosed Application for Reinstatement and annual reports for the
year(s)_______ A filing fee of $1000 must be submitted and resumed
together with your amendment/amended articles.
Page 6
AGREEMENT OF MERGER
MERGING GENEVA METAL WHEEL CO.
INTO MOTOR WHEEL CORPORATION
AGREEMENT OF MERGER, made and entered into this 23rd day of December,
1975, by and between MOTOR WHEEL CORPORATION, a corporation organized and
existing under the laws of the state of Ohio (hereinafter referred to as "Motor
Wheel"), and GENEVA METAL WHEEL CO., a corporation organized and existing under
the laws of the state of Ohio (hereinafter referred to as "Geneva").
WITNESSETH:
WHEREAS, the Boards of Directors of Motor Wheel and Geneva deem it
advisable and for the general welfare and advantage of the respective
corporations and their respective shareholders that Motor Wheel merge into
itself Geneva and that Geneva should be merged into Motor Wheel, as authorized
by the provisions of Title 17, Chapter 1701 of the Revised Code of Ohio, as
amended, under and pursuant to the terms and conditions hereinafter set forth;
and
WHEREAS, Motor Wheel is authorized by its Articles of Incorporation to
issue a maximum of One Thousand (1,000) shares of common stock of the par value
of One Dollar ($1.00) each, all of which have been issued and are presently
outstanding; and
WHEREAS, Geneva is authorized by its Articles of Incorporation to issue
a maximum of Two Hundred Fifty (250) shares of common stock, having no par
value, of which One Hundred (100) shares have been issued and are presently
outstanding;
Page 5
NOW, THEREFORE, in consideration of the mutual agreements and
conditions herein contained, Motor Wheel and Geneva hereby agree, in accordance
with the applicable laws of the State of Ohio, that Geneva be merged with and
into Motor Wheel, that Motor Wheel shall be the continuing and surviving
corporation (hereinafter referred to as the "Surviving Corporation"), the name
of which shall continue to be Motor Wheel Corporation, and that the terms and
conditions of the merger, the mode of carrying it into effect, and the manner
and basis of converting the shares of Geneva into shares of Motor Wheel are and
shall be as follows:
FIRST: The name of the corporations merging and the names of the states
under the laws of which the respective corporations are organized, are:
Name of Corporation State of Incorporation
------------------- ----------------------
Motor Wheel Corporation Ohio
Geneva Metal Wheel Co. Ohio
The name of the Surviving Corporation is and shall be:
Motor Wheel Corporation
SECOND: The place in the State of Ohio where the principal office of
the Surviving Corporation is to be located is the City of Akron, in Summit
County.
THIRD: The purposes for which the Surviving Corporation is Formed are:
(a) To manufacture, purchase, or otherwise acquire, to sell, lease,
distribute or otherwise dispose of, and to deal in and render any
service in
- 2 -
Page 6
respect of, wheels rims, axles, bearings, hubs, brake drums, space
heaters, and air conditioners, and other parts, components, and
accessories for vehicles and portable equipment, and carry on and
conduct the general business of manufacturing and merchandising;
(b) To manufacture, to purchase, lease or other-wise acquire to hold
and use, to sell, lease or otherwise dispose of, and to deal in or
with personal property of any description and any interest
therein;
(c) To purchase, lease, or otherwise acquire, to invest in, hold, use
and encumber, to sell, lease, exchange, transfer, or otherwise
dispose of, and to construct, develop, improve, equip, maintain,
and operate structures and real property of any description and
any interest therein;
(d) To borrow money, to issue, sell, and pledge its notes, bonds, and
other evidences of indebtedness, to secure any of its obligations
by mortgage, pledge, or deed of trust of all or any of its
property, and to guarantee and secure obligations of any person,
all to carrying out any of the purpose of the Corporation;
- 3 -
Page 7
(e) To invest its funds in any shares or other securities of another
corporation, business, or undertaking or of a government,
governmental authority, or governmental subdivision; and
(f) To do whatever is deemed necessary, useful, or conducive to
carrying out any of the purposes of the Corporation and to
exercise all other authority enjoyed by corporations generally by
virtue of the provisions of the Ohio General Corporation Law.
FOURTH: The authorized number of shares of the Surviving Corporation is
One Thousand Five Hundred(1,500), all of which are Common Shares with a par
value of One Dollar($1.00) each.
FIFTH: The Surviving Corporation, by action of its directors, and
without action by its shareholders, may purchase its own shares in accordance
with the provisions of the Ohio General Corporation Law. Such purchases may be
made either in the open market or at public or private sale, in such manner and
amounts, from such holder or holders of outstanding shares of the Corporation,
and at such prices as the directors shall from time to time determine.
SIXTH: The directors and officers of the Surviving Corporation shall
continue in office until the next annual meeting shareholders and until their
successors shall have been duly elected and qualified.
- 4 -
Page 8
SEVENTH: The present Code of Regulation of Motor Wheel shall be Code of
Regulations the Surviving Corporation until changed or repealed according to the
provisions thereof.
EIGHTH: Fredrick S Myers, whose address is 1144 East Market Street, in
the City of Akron, County of Summit, State of Ohio, a natural person and
resident of said County, is hereby appointed as the statutory agent of the
Surviving Corporation on whom any process, notice or demand against the
Surviving Corporation or Geneva may be served.
NINTH: The mode of carrying into effect the merger and the manner and
basis of converting the shares of common stock of Motor Wheel and Geneva into
shares of common stock of the Surviving Corporation forthwith upon Effective
Date are as follows:
(a) Each of the outstanding shares of Common Stock of Geneva, no par
value, which is issued and outstanding on the Effective Date
shall, by virtue of the merger and without any action on the part
of the holders thereof, be converted into shares of the Common
Stock of the Surviving Corporation at the rate of
one (1) share of Common Stock of the Surviving Corporation for one
(1) share of Geneva Common Stock.
- 5 -
Page 9
(b) Each of the outstanding shares of Common Stock of Motor Wheel, One
Dollar ($1.00) par value, which is issued and outstanding on the
Effective Date shall, by virtue of the merger and without any
action on the part of the holders thereof, be converted into
shares of the Surviving Corporation at the rate of one (1) share
of common Stock of the Surviving Corporation for one (1) share of
Motor Wheel Common Common Stock.
(c) The holders of shares of the Common Stock of Geneva shall, upon
the Effective Date of this Agreement of Merger, surrender and
exchange their outstanding share certificates in Motor Wheel and
Geneva for new share certificate in the Surviving Corporation
representing the number of shares to which they are entitled under
clause (a) of this paragraph NINTH of this Agreement of Merger.
The present shareholder of Motor Wheel shall retain the share
certificate presently held by it, which shares shall represent the
shares of the Surviving Corporation in a like number, as provided
in clause (b) of this paragraph NINTH of this Agreement of Merger.
(d) No fractional shares of Common Stock of the Surviving Corporation
shall be issued upon or in connection with the merger.
- 6 -
Page 10
CERTIFICATE OF MERGER
OF
GENEVA METAL WHEEL CO.
INTO
MOTOR WHEEL CORPORATION
The undersigned, a Vice President and the Assistant Secretary of Motor
Wheel Corporation, and the President and the Secretary of Geneva Metal Wheel
Co., pursuant to Section 1701.81 of the Revised Code of Ohio, do hereby certify
that the attached is a signed Agreement of Merger between Motor Wheel
Corporation and Geneva Metal Wheel Co., duly adopted in accordance with the laws
of the State of Ohio as set forth in the Certificate of Vice President and
Assistant Secretary of Motor Wheel Corporation and in the Certificate of
President and Secretary of Geneva Metal Wheel Co. attached to the said Agreement
of Merger; said Agreement of Merger and said Certificates are, hereby
incorporated herein and by specific reference made a part hereof.
/s/ Bruce M Robertson
------------------------------------
Bruce M Robertson, Vice President,
Motor Wheel Corporation
/s/ John Davies
------------------------------------
John Davies, Assistant Secretary,
Motor Wheel Corporation
/s/ Richard A Jay
------------------------------------
Richard A Jay, President,
Geneva Metal Wheel Co.
/s/ Fredrick S Myers
------------------------------------
Fredrick S Myers, Secretary,
Geneva Metal Wheel Co.
Page 3
STATE OF OHIO )
) SS
COUNTY OF SUMMIT )
Before me, a Notary Public in and for said county, personally appeared
the above named Bruce M Robertson, John Davies, Richard A Jay, and Fredrick S
Myers, who acknowledged that they did sign the foregoing instrument and that the
same was their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.
/s/ June G. Nance
------------------------------------
Notary Public
My commission expires:
June 20, 1978
Page 4
TENTH: The merger herein provided shall become effective at and as of,
and shall be effective from and after, the close of business on December 31,
1975, which shall be deemed to be at 11:59.99 P.M. on December 31, 1975 (the
"Effective Date") (provided, that this Agreement of Merger shall have been duly
filed in the office of the Secretary of State of Ohio as required by and in
accordance with the laws of the State of Ohio prior to the said Effective Date);
whereupon the separate existence of Geneva shall cease, and Geneva and Motor
Wheel shall be merged into the Surviving Corporation in accordance with this
Agreement of Merger.
ELEVENTH: Surviving Corporation shall be possessed of all assets and
properties of every description, and every interest therein, wherever located,
and all of the rights, privileges, immunities, powers, franchises, and authority
of a public as well as of a private nature, of Motor Wheel and Geneva, and all
obligations belonging to or due to Motor Wheel and Geneva shall be vested in the
Surviving Corporation without further act or deed. Title to any real estate or
any interest therein vested in Motor Wheel or Geneva shall not in any manner be
impaired by reason of this merger. Motor Wheel and Geneva shall execute and
cause to be delivered any and all conveyances, assignments, deeds, or other
instruments, and shall take any and all actions, as shall be necessary to vest
property or rights of Motor Wheel or Geneva in the Surviving Corporation.
The Surviving Corporation shall be liable for all of the obligations of
Motor Wheel and Geneva. All of the rights of
- 7 -
Page 11
creditors of Motor Wheel and Geneva are preserved unimpaired, and all lines, if
any, upon the properties of Motor Wheel and Geneva are preserved unimpaired.
IN WITNESS WHEREOF, Motor Wheel Corporation and Geneva Metal Wheel Co.
have caused this Agreement of Merger to be executed in their respective
corporate names and their respective corporate seals to be affixed hereto by
their Vice President and President, respectively, and their Assistant Secretary
and Secretary, respectively, each thereunto duly authorized by their respective
Boards of Directors and shareholders on the day and year first above written.
[Corporate Seal] MOTOR WHEEL CORPORATION
Attest: /s/ John Davies By /s/ Bruce M Robertson
------------------------- -----------------------------
John Davies Bruce M Robertson
Assistant Secretary Vice President
[Corporate Seal] GENEVA METAL WHEEL CO.
Attest: /s/ Fredrick S Myers By /s/ Richard A Jay
------------------------- -----------------------------
Fredrick S Myers Richard A Jay
Secretary President
- 8 -
Page 12
STATE OF OHIO )
) SS
COUNTY OF SUMMIT )
Before me, a Notary Public in and for said county, personally appeared
Bruce M Robertson, Vice President, and John Davies, Assistant Secretary, of
Motor Wheel Corporation, the corporation which executed the foregoing
instrument, who acknowledged that the seal affixed to said instrument is the
corporate seal of said corporation; that they did sign and seal said instrument
as Vice President and Assistant Secretary in behalf of said corporation and by
authority of its Board of Directors and shareholders; and that said instrument
is their free act and deed individually and as Vice President and Assistant
Secretary and the free and corporate act and deed of said Motor Wheel
Corporation.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.
/s/ June G. Nance
----------------------------
Notary Public
My commission expires:
June 20, 1978
Page 13
STATE OF OHIO )
) SS
COUNTY OF SUMMIT )
Before me, a Notary Public in and for said county, personally appeared
Richard A Jay, President, and Fredrick S Myers, Secretary, of Geneva Metal Wheel
Co., the corporation which executed the foregoing instrument, who acknowledged
that the seal affixed to said instrument is the corporate seal of said
corporation; that they did sign and seal said instrument as President and
Secretary in behalf of said corporation and by authority of its Board of
Directors and shareholders; and that said instrument is their free act and deed
individually and as President and Secretary and the free and corporate act and
deed of said Geneva Metal Wheel Co.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.
/s/ June G. Nance
-----------------------
Notary Public
My commission expires:
June 20, 1978
Page 14
CERTIFICATE OF
VICE PRESIDENT AND ASSISTANT SECRETARY
OF
MOTOR WHEEL CORPORATION
The undersigned, Bruce M Robertson, Vice President, and John Davies,
Assistant Secretary, of Motor Wheel Corporation, an Ohio corporation, do hereby
certify, as Vice President and Assistant Secretary of the said corporation, that
the Agreement of Merger to which this Certificate is attached, having been first
duly approved by resolution of the Boards of Directors of Motor Wheel
Corporation and Geneva Metal Wheel Co., the parties to the Agreement of Merger,
was duly submitted to the shareholders of Motor Wheel Corporation at a Special
Meeting of Shareholders, called and held separately from the meeting of
shareholders of any other corporation for the purpose of considering and
adopting or rejecting the said Agreement of Merger upon due notice accompanied
by a copy of the said Agreement of Merger given to all shareholders of Motor
Wheel Corporation, which meeting was held on the 23rd day of December, 1975, and
at which quorum of shareholders was present in person or by proxy, and that the
said Agreement of Merger was adopted by the affirmative vote of the holder of
all of the shares of Motor Wheel Corporation.
IN WITNESS WHEREOF, the undersigned acting for and on behalf of Motor
Wheel Corporation have hereunto subscribed their names and caused the seal of
said corporation to be hereunto affixed this 23rd day of December, 1975.
/s/ Bruce M Robertson
----------------------------------
Bruce M Robertson, Vice President,
Motor Wheel Corporation
[Corporate Seal of
Motor Wheel Corporation]
/s/ John Davies
---------------------------------
John Davies, Assistant Secretary,
Motor Wheel Corporation
Page 15
STATE OF OHIO )
) SS
COUNTY OF SUMMIT )
Before me, a Notary public in and for said county, personally appeared
the above named Bruce M Robertson and John Davies, who acknowledged that they
did sign the foregoing instrument and that the same was their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.
/s/ June G. Nance
-----------------------
Notary Public
My commission expires:
June 20, 1978
Page 16
CERTIFICATE OF
PRESIDENT AND SECRETARY
OF
GENEVA METAL WHEEL CO.
The undersigned, Richard A Jay, President, and Fredrick S Myers,
Secretary, of Geneva Metal Wheel Co., an Ohio corporation, do hereby certify, as
President and Secretary of the said corporation, that the Agreement of Merger to
which this Certificate is attached, having been first duly approved by
resolution of the Boards of Directors of Geneva Metal Wheel Co. and Motor Wheel
Corporation, the parties to the Agreement of Merger, was duly submitted to the
shareholders of Geneva Metal Wheel Co. at a Special Meeting of Shareholders,
called and held separately from the meeting of shareholders of any other
corporation for the purpose of considering and adopting or rejecting the said
Agreement of Merger upon due notice accompanied by a copy of the said Agreement
of Merger given to all shareholders of Geneva Metal Wheel Co., which meeting was
held on the 23rd day of December, 1975, and at which a quorum of shareholders
was present in person or by proxy, and that the said Agreement of Merger was
adopted by the affirmative vote of the holder of all of the shares of Geneva
Metal Wheel Co.
IN WITNESS WHEREOF, the undersigned acting for and on behalf of Geneva
Metal Wheel Co. have hereunto subscribed their names and caused the seal of said
corporation to be hereunto affixed this 23rd day of December, 1975.
/s/ Richard A Jay
---------------------------------
Richard A Jay, President,
Geneva Metal Wheel Co.
[Corporate Seal of
Geneva Metal Wheel Co.]
/s/ Fredrick S Myers
---------------------------------
Fredrick S Myers, Secretary,
Geneva Metal Wheel Co.
Page 17
STATE OF OHIO )
) SS
COUNTY OF SUMMIT )
Before me, a Notary public in and for said county, personally appeared
the above named Richard A Jay and Fredrick S Myers, who acknowledged that they
did sign the foregoing instrument and that the same was their free act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal at Akron, Ohio, this 23rd day of December, 1975.
/s/ June G. Nance
-----------------------
Notary Public
My commission expires:
June 20, 1978
Page 18
THE STATE OF OHIO
BOB TAFT
Secretary of State
326402
CERTIFICATE
It is hereby certified that the Secretary of State of Ohio has custody of the
Records of Incorporation and Miscellaneous Filings; that said records show the
filing and recording of: AMD MIS CHN
of
HAYES LEMMERZ INTERNATIONAL - OHIO, INC. FORMERLY MOTOR WHEEL CORPORATION
Recorded on Roll 6166 at Frame 0139 of the
Records of Incorporation and Miscellaneous
Filings.
UNITED STATES OF AMERICA WITNESS MY HAND AND THE SEAL OF THE
STATE OF OHIO SECRETARY OF STATE AT COLUMBUS, OHIO, THIS
OFFICE OF THE SECRETARY OF STATE 5TH DAY OF FEB . A.D. 1998.
[SEAL] /s/ BOB TAFT
---------------
BOB TAFT
Secretary of State
BOB TAFT, Secretary of State 326402 Approved CR
[SEAL] 30 East Broad Street, 14th Floor Date 2-5-98
Columbus, Ohio 43266-0418 Fee 35.00
Form SH-AMD (January 1991)
98020600801
CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF
Motor Wheel Corporation
- --------------------------------------------------------------------------------
(Name of Corporation)
Daniel M. Sandberg, Who is: [ ] Chairman of the Board [ ] President
[X] Vice President (check one)
and
Patrick B. Carey, who is: [ ] Secretary [X] Assistant Secretary (Check one)
of the above named Ohio corporation for profit do hereby certify that:(check the
appropriate box and complete the appropriate statements)
[ ] a meeting of the shareholders was duly called for the purpose of adopting
this amendment and held on ____________, 19_________ at which meeting a
quorum of the shareholders was present in person or by proxy; and by the
affirmative vote of the holders of share entitling them to exercise ______%
of the voting power of the corporation.
[X] in a writing signed by all of the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to
amend the articles was adopted:
that Article I of the Amended Articles of Incorporation shall be amended
such that the name of the Corporation shall be "Hayes Lemmerz International
- Ohio, Inc."
RECEIVED
FEB 05 1998
BOB TAFT
SECRETARY OF STATE
IN WITNESS WHEREOF, the above named officers, acting for and on the behalf
of the corporation, have hereto subscribed their name this 12th day of January,
1998.
By /s/ Daniel M. Sandberg
--------------------------
(Vice President)
By /s/ Patrick B. Carey
--------------------------
(Assistant Secretary)
(OHIO - 613 - 3/4/91)
NOTE: Ohio law does not permit one officer to sign in two capacities. Two
separate signatures are required, even if this necessitates the election of a
second officer before the filing can be made.