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ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ST. FRANCIS CAPITAL CORP.
St. Francis Capital Corporation, a corporation organized and existing
under Chapter 180 of the Wisconsin Business Corporation Law (the "Corporation"),
does hereby certify that the Board of Directors of the Corporation (the "Board")
duly adopted the necessary resolutions to create a new series of Preferred Stock
consisting of 120,000 shares designated as Series A Junior Participating
Preferred Stock, $.01 par value per share, pursuant to Section 180.0602 of the
Wisconsin Business Corporation Law ("WBCL") and the authority conferred upon the
Board by the Articles of Incorporation; and to effectuate the foregoing, further
approved the amendment of Subsection B of Article IV of the existing Articles of
Incorporation, to read as follows:
B. PREFERRED STOCK. Shares of Preferred Stock may be issued
from time to time, in one or more classes or series, in any manner
permitted by law pursuant to a resolution or resolutions of the Board,
each class or series to be appropriately designated prior to issuance
of any shares thereof. The Board is authorized to act under WBCL
Section 180.0602 (or any successor statutory provision) to determine
with respect to any class or series of shares of preferred stock the
preference, limitations and relative rights, in whole or in part,
before the issuance of any shares of that class or series. The Board
also may create one or more series within a class and, with respect to
any series, determine the number of shares, the distinguishing
designation and preferences, limitation and relative rights, in whole
or in part, before issuance of shares of that series.
1. DESIGNATION OF SERIES: NUMBER OF SHARES. There is
designated a series of Preferred Stock titled as "Series A Junior
Participating Preferred Stock," par value $.01 per share (the "Series A
Preferred Stock"), and the authorized number of shares constituting the
Series A Preferred Stock shall be 120,000. Such number of authorized
shares may be increased or decreased, from time to time, by resolution
of the Board; provided, however, that no such decrease shall reduce the
number of authorized shares of the Series A Preferred Stock to a number
less than the number of shares of the Series A Preferred Stock then
outstanding, plus the number of such shares then reserved for issuance
upon the exercise of any outstanding options, warrants or rights or the
exercise of any conversion or exchange privilege contained in any
outstanding security issued by the Corporation.
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2. DIVIDENDS AND DISTRIBUTIONS.
a. Subject to the rights of the holders of shares of any
other series of Preferred Stock (or shares of any other class of
capital stock of the Corporation) ranking senior to the Series A
Preferred Stock with respect to dividends, the holders of shares of the
Series A Preferred Stock, in preference to the holders of shares of
Common Stock and of any other class of capital stock of the Corporation
ranking junior to the Series A Preferred Stock with respect to
dividends, shall be entitled to receive, when, as and if declared by
the Board out of funds legally available therefor, such dividends,
subject to the provision for adjustment hereinafter set forth, equal to
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 subdivision of the outstanding shares of
Common Stock (by reclassification or otherwise), declared on the Common
Stock. In the event the Company shall at any time after September 25,
1997 (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares,
then in each such case the amount to which holders of shares of Series
A Preferred Stock were entitled immediately prior to such event 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 Board shall declare, out of funds legally
available therefor, a dividend or distribution on the Series A
Preferred Stock, as provided in paragraph (a) of this Section
immediately after it has declared a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock).
3. VOTING RIGHTS. In addition to any other voting rights
required by applicable law, the holders of shares of the Series A
Preferred Stock shall have the following voting rights:
a. Each share of the Series A Preferred Stock shall
entitle the holder thereof to 100 votes on all matters submitted to a
vote of the shareholders of the Corporation. The multiple of 100 (the
"Voting Multiple") set forth in the preceding sentence shall be
adjusted from time to time as hereinafter provided in this paragraph.
In the event that the Corporation shall at any time after the effective
date of this amendment to the Articles of Incorporation (the
"Amendment") (i) declare or pay any dividend on Common Stock payable in
shares of Common Stock, or (ii) effect a subdivision, 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
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Voting Multiple there after applicable to the determination of the
number of votes per share to which the holders of shares of the Series
A Preferred Stock shall be entitled shall be the Voting Multiple in
effect immediately prior to such event multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock
outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.
b. Except as otherwise provided in this Amendment, in
any other amendment establishing another series of Preferred Stock (or
any series of any other class of capital stock of the Corporation) or
by applicable law, the holders of the Series A Preferred Stock, the
holders of Common Stock and the holders of any other class of capital
stock of the Corporation having general voting rights shall vote
together as a single class on all matters submitted to a vote of the
shareholders of the Corporation.
c. Except as otherwise provided in this Amendment or by
applicable law, the holders of the Series A Preferred Stock shall have
no special voting rights and their consent shall not be required
(except to the extent provided in paragraph (b) of this Section for the
taking of any corporate action.
4. CERTAIN RESTRICTIONS.
a. Whenever dividends or other distributions payable
on the Series A 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 outstanding shares of the
Series A Preferred Stock shall have been paid in full, the Corporation
shall not:
(1) declare or pay dividends or make any other
distributions on any shares of any class of capital stock of the
Corporation ranking junior (either as to dividends or upon liquidation,
dissolution or winding up of the Corporation) to the Series A Preferred
Stock;
(2) declare or pay dividends, or make any other
distributions, on any shares of any class of capital stock of the
Corporation ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up of the Corporation) with the
Series A Preferred Stock, except dividends paid ratably on the Series A
Preferred Stock and all such parity stock on which dividends are
accrued and unpaid in proportion to the total amounts to which the
holders of all such shares are then entitled;
(3) redeem, purchase or otherwise acquire for
consideration any shares of any class of capital stock of the
Corporation ranking junior (either as to dividends or upon liquidation,
dissolution or winding up of the Corporation) to the Series A Preferred
Stock, except that the Corporation may at any time redeem, purchase or
otherwise acquire any shares of such junior stock
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in exchange for other shares of any class of capital stock of the
Corporation ranking junior (both as to dividends and upon dissolution,
liquidation or winding up of the Corporation) to the Series A Preferred
Stock; or
(4) purchase or otherwise acquire for
consideration any shares of the Series A Preferred Stock or any shares
of any class of capital stock of the Corporation ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up
of the Corporation) with the Series A Preferred Stock, or redeem any
shares of such parity stock, except in accordance with a purchase offer
made in writing or by publication to the holders of all such shares
upon such terms and conditions as the Board, after taking into
consideration the respective annual dividend rates and the other
relative powers, preferences and rights of the respective series and
classes of such shares, shall determine in good faith will result in
fair and equitable treatment among the respective holders of shares of
all such series and classes.
b. The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any
shares of any class of capital stock of the Corporation unless the
Corporation could, under paragraph (a) of this Section, purchase or
otherwise acquire such shares at such time and in such manner.
5. REACQUIRED SHARES. Any shares of the Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after such purchase
or acquisition. All such cancelled shares shall thereupon become
authorized and unissued shares of Preferred Stock and may be reissued
as part of any new series of Preferred Stock, subject to the conditions
and restrictions on issuance set forth in the Articles of Incorporation
of the Corporation, from time to time, in any other amendment
establishing another series of Preferred Stock (or any series of any
other class of capital stock of the Corporation) or in any applicable
law.
6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation (whether voluntary or otherwise), dissolution or winding up
of the Corporation, no distribution shall be made (a) to the holders of
shares of any class of capital stock of the Corporation ranking junior
(either as to dividends or upon liquidation, dissolution or winding up
of the Corporation) to the Series A Preferred Stock unless, prior
thereto, the holder of each outstanding share of the Series A Preferred
Stock shall have received an amount equal to the accrued and unpaid
dividends and distributions thereon, whether or not declared, to the
date of such payment, plus an amount equal to the greater of (i) $1.00,
and (ii) an aggregate amount, subject to adjustment as hereinafter
provided in this Section, equal to 100 times the aggregate per share
amount to be distributed to the holders of Common Stock, or (b) to the
holders of shares of any class of capital stock of the Corporation
ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up of the Corporation) with the Series A
Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such
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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 that the Corporation shall at any time after
the effective date of this Amendment (a) declare or pay any dividend on
Common Stock payable in shares of Common Stock, or (b) effect a
subdivision, 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
per share to which the holders of shares of the Series A Preferred
Stock would have been entitled to receive immediately prior to such
event pursuant to clause (a)(ii) of the preceding sentence shall be
adjusted by multiplying such aggregate per share amount by a fraction,
the numerator of which shall be the number of shares of Common Stock
outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.
7. CONSOLIDATION, MERGER, ETC. In the event that the
Corporation shall be a party to any consolidation, merger, combination
or other transaction in which the outstanding shares of Common Stock
are converted or changed into or exchanged for other capital stock,
securities, cash or other property, or any combination thereof, then,
in each such case, each share of the Series A Preferred Stock shall at
the same time be similarly converted or changed into or exchanged for
an aggregate amount, subject to adjustment as hereinafter provided in
this Section, equal to 100 times the aggregate amount of capital stock,
securities, cash and/or other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is being
converted or changed or exchanged. In the event that the Corporation
shall at any time after the effective date of this Amendment declare or
pay any dividend on Common Stock payable in shares of Common Stock or
effect a subdivision, 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 per share to which the holders of shares of the Series
A Preferred Stock would have been entitled to receive immediately prior
to such event pursuant to the preceding sentence shall be adjusted by
multiplying such aggregate per share amount by a fraction, the
numerator of which shall be the number of shares of Common Stock
outstanding immediately after such event and the denominator of which
shall be the number of shares of Common Stock that were outstanding
immediately prior to such event.
8. NO REDEMPTION. The shares of the Series A Preferred
Stock shall not be redeemable at any time.
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9. RANK. Unless otherwise provided in the amendment
establishing another series of Preferred Stock after the effective date
of this Amendment, the Series A Preferred Stock shall rank, as to the
payment of dividends and the making of any other distribution of assets
of the Corporation, senior to the Common Stock, but junior to all other
series of the Preferred Stock.
10. AMENDMENTS. The Articles of Incorporation of the
Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences and rights of the Series A
Preferred Stock so as to adversely affect any thereof without the
affirmative vote of the holders of at least two-thirds of the
outstanding shares of the Series A Preferred Stock, voting separately
as a single class.
11. FRACTIONAL SHARES. Fractional shares of the Series A
Preferred Stock may be issued, but, unless the Board shall otherwise
determine, only in multiples of one one-hundredth of a share. The
holder of any fractional share of the Series A Preferred Stock shall be
entitled to receive dividends, participate in distributions, exercise
voting rights and have the benefit of all other powers, preferences and
rights relating to the Series A Preferred Stock in the same proportion
as such fractional share bears to a whole share.
The foregoing constitutes the text of this Amendment. None of the
shares of Series A Junior Participating Preferred Stock authorized thereby has
been issued as of the date hereof.
This Amendment to the Articles of Incorporation of the Corporation was
adopted by the Board of Directors of the Corporation at a meeting of the Board
of Directors held on September 25, 1997 in accordance with Section 180.0602 of
the Wisconsin Business Corporation Law. Shareholder approval of this Amendment
was not required.
Dated as of the 25th day of September, 1997.
By: ______________________________
Thomas R. Perz
President/Chief Executive Officer
This document was drafted by and is returnable to:
JAMES P. PETERSON, ESQ.
MICHAEL BEST & FRIEDRICH LLP
100 EAST WISCONSIN AVENUE
SUITE 3300
MILWAUKEE, WI 53202
(414) 271-6560
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