1
EXHIBIT 3.2
UNITED STATES OF AMERICA
THE STATE (SEAL) OF MICHIGAN
MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
LANSING, MICHIGAN
This is to Certify that the Annexed copy has been compared by me with the
record on file in this Department and that the same is a true copy thereof.
In testimony whereof, I have hereunto set my
hand and affixed the Seal of the Department, in
the City of Lansing, this 27th day of
April, 1998.
Julie Croll, Director
Corporation, Securities and Land Development Bureau
SEAL APPEARS ONLY ON ORIGINAL
2
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
SEP 12, 1996 FILED
SEP 12, 1996
Name Administrator
Linda M. Bierl, Legal Asst. MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Timmis & Inman L.L.P. CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
Address
300 Talon Centre EFFECTIVE DATE:
City State Zip
Detroit MI 48207
DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE
CORPORATION IDENTIFICATION NUMBER
418-825
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ARTICLES OF INCORPORATION
FOR USE BY DOMESTIC PROFIT CORPORATIONS
(PLEASE READ INFORMATION AND INSTRUCTIONS ON LAST PAGE)
Pursuant to the provisions of Act 284, Public Acts of 1972, the
undersigned corporation executes the following Articles:
ARTICLE I
The name of the corporation is: VS HOLDINGS INC.
ARTICLE II
The purpose or purposes for which the corporation is formed is to engage in any
activity within the purposes for which corporations may be formed under the
Business Corporation Act of Michigan.
ARTICLE III
The total authorized shares:
1. Common shares (Class A) 30,000
Common shares (Class B) 30,000
Preferred shares none
2.
A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
See continuation page.
SEAL APPEARS ONLY ON ORIGINAL
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ARTICLE IV
1. The address of the current registered office is:
200 Talon Centre Detroit MICHIGAN 48207
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(Street Address) (City) (State) (zip Code)
2. The mailing address of the registered office if different than above is:
MICHIGAN
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(Street Address) (City) (State) (Zip Code)
3. The name of the resident agent at the registered office: Wayne C. Inman
ARTICLE V
The name and address of the incorporator is as follows:
Name Residence or Business Address
Richard M. Miettinen 300 Talon Centre, Detroit, MI 48207
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SEAL APPEARS ONLY ON ORIGINAL
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Use space below for additional Articles of for continuation of previous
Articles. Please identify any Article being continued or added. Attach
additional pages if needed.
ARTICLE III, 3.
The total number of shares of stock which the Corporation is authorized to
issue is Sixty Thousand (60,000) shares, Thirty Thousand (30,000) shares of
which shall be designated as the Class A Voting Common Capital Stock of the
Corporation, and Thirty Thousand (30,000) shares of which shall be designated
as the Class B Nonvoting Common Capital stock of the Corporation. The Class A
Voting Common Capital Stock and the Class B Nonvoting Common Capital Stock
shall have no voting power for any purpose whatsoever, and the holders of Class
A Voting Common Capital Stock shall, to the exclusion of the holders of Class B
Nonvoting Common Capital Stock, have full voting power for all purposes.
ARTICLE VI:
Each director of the Corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for the breach of the
director's fiduciary duty as a director; provided, however, this Article does
not eliminate or limit any liability a directory may otherwise have for any of
the following:
(i) A breach of such director's duty of loyalty to the corporation
or its shareholders;
(ii) Acts or omissions not in good faith or that involve intentional
misconduct or knowing violation of law;
(iii) A violation of Section 551(1) of the Michigan Business
Corporation Act; or
(iv) A transaction from which such director derived an improper
personal benefit.
Any repeal or modification of the foregoing paragraph by the
shareholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.
I, the incorporator, sign my name this 11th day of September , 1996 .
/s/ Richard M. Miettinen
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Richard M. Miettinen
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- ------------------------ --------------------------------------
- ------------------------ --------------------------------------
SEAL APPEARS ONLY ON ORIGINAL
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MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
OCT 16, 1996 FILED
OCT 16, 1996
Name Administrator
Linda M. Bierl, Legal Asst. MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Timmis & Inman L.L.P. CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
Address
300 Talon Centre EFFECTIVE DATE:
City State Zip
Detroit MI 48207
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: VS HOLDING INC.
2. The identification number assigned by the Bureau is 418-825
-----------------------
3. The location of its registered office is:
200 Talon Centre Detroit MICHIGAN 48207
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(Street Address) (City) (Zip Code)
4. Article III of the Articles of Incorporation is hereby amended to
read as follows:
SEE EXHIBIT A, ATTACHED.
SEAL APPEARS ONLY ON ORIGINAL
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5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS;
OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. x The foregoing amendment to the Articles of Incorporation were duly
--- adopted on the 14th day of October, 1996, in accordance with the
provision of Section 642 of the Act by the unanimous consent of the
incorporators before the first meeting of the Board of Directors.
Signed this 15th day of October , 1996
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/s/ Richard M. Miettinen
------------------------ ------------------------------------
(Signature) (Signature)
Richard M. Miettinen
------------------------ ------------------------------------
(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 were duly
adopted on day of , 19 in accordance with the
provisions of Section 642 of the Act and: (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 directors if a nonprofit corporation organized on a non-stock
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 non-stock directorship basis.
--- was duly adopted by the written consent of the shareholders having
not less than the minimum number of votes required by statue 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 who have not consented in writing has
been given. (Note: Written consent by less than all of the
shareholders 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 day of , 199
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By:
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(Signature)
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(Type or Print Name and Title)
SEAL APPEARS ONLY ON ORIGINAL
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EXHIBIT A
1. The total authorized capital stock is:
CLASS OF STOCK NUMBER OF SHARES
-------------- ----------------
Class A Voting Common 75,000
Class B Non-Voting Common 75,000
2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
The rights, preferences and limitations of the Class A Voting Common Stock
and the Class B Non-Voting Common Stock shall be identical in all respects,
except that the holders of the Class B Non-Voting Common Stock shall have
no voting rights for any purpose whatsoever, and the holders of the Class A
Voting Common Stock shall have full voting rights for all purposes.
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MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
OCT 31, 1996 FILED
OCT 31, 1996
Name Administrator
Linda M. Bierl, Legal Asst. MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Timmis & Inman L.L.P. CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
Address
300 Talon Centre EFFECTIVE DATE:
City State Zip
Detroit MI 48207
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
corporation), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation is: VS HOLDING INC.
2. The identification number assigned by the Bureau is 418-825
-----------------------
3. The location of its registered office is:
200 Talon Centre Detroit MICHIGAN 48207
--------------------------------------------------- ---------------------
(Street Address) (City) (Zip Code)
4. Article III of the Articles of Incorporation is hereby amended to
read as follows:
SEE EXHIBIT A, ATTACHED.
SEAL APPEARS ONLY ON ORIGINAL
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5. COMPLETE SECTION (a) IF THE AMENDMENTS WAS ADOPTED BY THE UNANIMOUS CONSENT
OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS;
OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. x The foregoing amendment to the Articles of Incorporation were duly
--- adopted on the day of 19 , in accordance with the
provision of Section 642 of the Act by the unanimous consent of the
incorporators before the first meeting of the Board of Directors.
Signed this day of , 19
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------------------------ ------------------------------------
(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 were duly
adopted on 30th day of October, 1996, in accordance with the
provision of Section 642 of the Act and: (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
non-stock 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 non-stock directorship basis.
--- was duly adopted by the written consent of the shareholders having
not less than the minimum number of votes required by statue 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 who have not consented in writing has
been given. (Note: Written consent by less than all of the
shareholders is permitted only if such provision appears in the
Articles of Incorporation.)
X
--- 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 30th day of October , 1996
By: /s/ Wayne C. Inman
----------------------------------------------------
(Signature)
Wayne C. Inman, Vice President
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(Type or Print Name and Title)
SEAL APPEARS ONLY ON ORIGINAL
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EXHIBIT A
1. The total authorized capital stock is:
CLASS OF STOCK NUMBER OF SHARES
-------------- ----------------
Class A Voting Common 75,000
Class B Non-Voting Common 100,000
2. A Statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
The rights, preferences and limitations of the Class A Voting Common Stock
and the Class B Non-Voting Common Stock shall be identical in all respects,
except that the holders of the Class B Non-Voting Common Stock shall have
no voting rights for any purpose whatsoever, and the holders of the Class A
Voting Common Stock shall have full voting rights for all purposes.
SEAL APPEARS ONLY ON ORIGINAL
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MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
Date Received (FOR BUREAU USE ONLY)
DEC 17, 1996 FILED
DEC 17, 1996
Name Administrator
Linda M. Bierl, Legal Asst. MI DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
Timmis & Inman L.L.P. CORPORATION, SECURITIES & LAND DEVELOPMENT BUREAU
Address
300 Talon Centre EFFECTIVE DATE:
City State Zip
Detroit MI 48207
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
corporation), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following Certificate:
1. The present name of the corporation is: VS HOLDING INC.
2. The identification number assigned by the Bureau is 418-825
-----------------------
3. The location of its registered office is:
200 Talon Centre Detroit MICHIGAN 48207
--------------------------------------------------- ---------------------
(Street Address) (City) (Zip Code)
4. Article III of the Articles of Incorporation is hereby amended to
read as follows:
SEE EXHIBIT A, ATTACHED.
SEAL APPEARS ONLY ON ORIGINAL
12
5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS
CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE BOARD OF
DIRECTORS; OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH.
a. The foregoing amendment to the Articles of Incorporation were duly
--- adopted on the day of , 19 , in accordance with the
provisions of Section 642 of the Act by the unanimous consent of the
incorporators before the first meeting of the Board of Directors.
Signed this day of , 19
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---------------------------------- --------------------------------
(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 were duly
--- adopted on 13th day of December, 1996, in accordance with the
provisions of Section 642 of the Act and: (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
non-stock 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 non-stock directorship basis.
was duly adopted by the written consent of the shareholders having
--- not less than the minimum number of votes required by statue 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 who have not consented in writing has
been given. (Note: Written consent by less than all of the
shareholders is permitted only if such provision appears in the
Articles of Incorporation.)
X 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 13th day of December, 1996
By: Wayne C. Inman
-----------------------------------
(Signature)
Wayne C. Inman, Vice President
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(Type or Print Name and Title)
SEAL APPEARS ONLY ON ORIGINAL
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EXHIBIT A
1. The total authorized capital stock is:
CLASS OF STOCK NUMBER OF SHARES
-------------- ----------------
Class A Voting Common 75,000
Class B Non-Voting Common 125,000
2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
The rights, preferences and limitations of the Class A Voting Common
Stock and the Class B Non-Voting Common Stock shall be identical in all
respects, except that the holders of the Class B Non-Voting Common
Stock shall have no voting rights for any purpose whatsoever, and the
holders of the Class A Voting Common Stock shall have full voting rights
for all purposes.
SEAL APPEARS ONLY ON ORIGINAL
14
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
(FOR BUREAU USE ONLY)
Date Received
APR 24 1998 FILED
- ------------- APR 24 1998
Name Linda M. Bierl, Legal Asst. Administrator
Timmis & Inman L.L.P. MI DEPT CONSUMER & INDUSTRY
- ---------------------------------------------- SERVICES CORPORATION, SECURITIES
Address 300 Talon Centre & LAND DEVELOPMENT BUREAU
- ----------------------------------------------
City State Zip EFFECTIVE DATE: 4-28-98
Detroit MI 48207
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Document will be returned to the name and address you enter 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 corporation executes the following Certificate:
1. The Plan of Merger (Consolidation) is as follows:
a. The name of each constituent corporation and its identification number
is:
VS Holdings No. 2 Inc., CID 418-828
-----------------------------------
VS Holdings Inc., CID 418-825
-----------------------------
b. The name of the surviving (new) corporation and its identification
number is:
VS Holdings Inc., CID 418-825
-----------------------------
c. For each constituent stock corporation, state:
Designation and number
of outstanding shares in Indicate class or series of Indicate class or
each class or series shares entitled to vote series entitled to
vote as a class
Name of corporation
VS Holdings Inc. 2,500 voting common Class A 5,000 voting common n/a
97,500 non-voting common Class B 5,000 non-voting common n/a
VS Holdings No. 2 Inc. 5,000 voting common 5,000 voting common n/a
5,000 non-voting common 5,000 non-voting common n/a
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:
n/a
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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.
n/a
(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.
n/a
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:
(a) Class A Common Stock. On the Effective Date, each share of
the VS Holdings No. 2, Inc. Class A Common Stock outstanding on the
Effective Date shall, by operation of law and by virtue of the Merger
and without any action on the part of any person, be converted into .005
Class A Shares of VS Holdings Inc. and .096 Class B Shares of VS
Holdings Inc.
(b) Class B Common Stock. On the Effective Date, each share of
the VS Holdings No.2, Inc. Class B Common Stock outstanding on the
Effective Date shall, by operation of law and by virtue of the Merger
and without any action on the part of any person, be converted into .096
Class B Shares of VS Holdings Inc.
(c) All authorized shares of VS Holdings No. 2 Inc. Class A
Common Stock and VS Holdings No. 2 Inc. Class B Common Stock, other than
those outstanding on the Effective Date, shall, by operation of law and
by nature of the merger and without action on the part of any person, be
canceled and retired, without conversion, and no new shares of the
Surviving Corporation shall be issued with respect thereto.
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: n/a
g. Other provisions with respect to the merger (consolidation) are as follows:
The plan of merger will be furnished by the surviving corporation, on
request and without cost, to any shareholder of any constituent corporation.
(The following statement must be added. However, you may attach a rider,
if additional space is needed.) The plan of merger will be furnished by the
surviving corporation, on request and without cost, to any shareholder of
any constituent corporation.
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2. (Complete this for any foreign corporation only) n/a
This merger (consolidation) is permitted by the laws of the State of
*__________________________
the jurisdiction under which *______________________________________
(name of foreign corporation)
is organized 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 *28th day of April,
1998 at 10:00 a.m. Eastern Daylight Savings Time.
4. (Complete applicable section for each constituent corporation)
a. (For domestic profit corporations only)
The plan of merger was adopted by the Board of Directors of the
following constituent corporations:
VS Holdings Inc.
VS Holdings No. 2 Inc.
and was approved by the shareholders of those corporations in accordance
with Section 703a.
Signed this *23rd day of April, 1998*
* VS Holdings, Inc.
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(Name of Corporation)
By: David J. Woodward
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(Only signature of: President, Vice-President,
Chairperson or Vice-Chairperson)
* David J. Woodward, Vice President
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(Type or Print Name and Title)
Signed this * 23rd day of April, 1998
* VS Holdings No. 2, Inc.
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By: David J. Woodward
---------------------------------------------------
(Only signature of: President, Vice-President,
Chairperson or Vice-Chairperson)
* David J. Woodward, Vice President
-------------------------------------------------------
(Type or Print Name and Title)
SEAL APPEARS ONLY ON ORIGINAL
17
MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU
DATE RECEIVED (FOR BUREAU USE ONLY)
- ------------------------------------------
APR 24 1998 FILED
- ------------------------------------------
Name APR 24 1998
Linda M. Bierl, Legal Asst.
Timmis & Inman L.L.P. ADMINISTRATOR
- ------------------------------------------ MI DEPT OF CONSUMER & INDUSTRY
Address SERVICES CORPORATION, SECURITIES &
300 Talon Centre LAND DEVELOPMENT BUREAU
- ------------------------------------------
City State Zip EFFECTIVE DATE: 4-28-98
Detroit MI 48207
- --------------------------------------------------------------------------------
Document will be returned to the name and address you enter above
CERTIFICATE OF SHARE EXCHANGE
FOR USE BY DOMESTIC PROFIT OR FOREIGN ACQUIRING PROFIT CORPORATIONS
(Please read information and instructions on last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, (profit
corporations), the undersigned corporation executes the following Certificate:
1. a. The name of each corporation whose shares will be acquired and its
identification number is:
VS Holdings Inc. 418-825
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*
----------------------------- ----------------
b. The name of the acquiring corporation and its identification number
is:
Talon Automotive Group, Inc. 500-580
----------------------------- ----------------
2. The manner and basis of exchanging the shares to be acquired as set
forth in the plan of exchange:
(a) On the Effective Date, the holders of the outstanding
shares of the capital stock of VS Holdings Inc. Class A Common Stock
(the "VS Class A Shareholders") shall cause the certificate(s)
representing such shares to be surrendered to Talon Automotive Group,
Inc. ("TAG"). Upon the surrender of such certificate(s), TAG shall
exchange the same for .791 Shares of TAG Class A stock and shall
thereupon cause new certificates representing such TAG Class A Shares
to be executed and delivered to the VS Class A Shareholders in
accordance with the terms of this Article III.
(b) On the Effective Date, the holders of the outstanding shares
of the capital stock of VS Class B Common Stock (the "VS Class B
shareholders") shall cause the certificate(s) representing such shares
to be surrendered to TAG. Upon the surrender of such certificate(s),
TAG shall exchange the same for .791 Shares of TAG Class B Shares and
shall thereupon cause new certificates representing such TAG Class B
Shares to be executed and delivered to the VS Class B Shareholders.
(c) Upon the surrender of all shares of VS Class A Common Stock
and VS Class B Common Stock to TAG by the VS Class A Shareholders and
the VS Class B Shareholders, TAG shall submit the same to VS Holdings
Inc. which shall, on the effective date, reissue new certificates
representing such stock to TAG.
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3. (Complete for any foreign corporation only)
This share exchange is permitted by the laws of the state of ___________
the jurisdiction under which *_____________________________________
(name of foreign corporation)
is organized and the plan of share exchange was adopted and approved by
such corporation pursuant to and in accordance with the laws of that
jurisdiction.
4. (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 by the
administrator.)
The share exchange shall be effective at 10:04 a.m. Eastern Daylight
Savings Timeon the * 28th day of * April, 1998.
5. (Complete applicable section for each constituent corporation)
a. The plan of share exchange has been adopted by the Board of
Directors of the following corporations in accordance with Section
702 of the Act:
VS Holdings Inc.
Talon Automotive Group, Inc.
b. The plan of share exchange was approved by the shareholders of the
following constituent corporations in accordance with Section 703a.
VS Holdings Inc.
Talon Automotive Group, Inc.
6. The plan of share exchange will be furnished by the acquiring
corporation, on request and without cost, to any shareholder of any
constituent corporation.
Signed this *________ day of April, 1998
* VS Holdings Inc.
-------------------------------------------------------
(Name of Corporation)
By: David J. Woodward
-----------------------------------------------------
(Only Signature of: President, Vice-President,
Chairperson or Vice-Chairperson)
David J. Woodward, Vice President
Signed this *________ day of April, 1998
* Talon Automotive Group, Inc.
-------------------------------------------------------
(Name of Corporation)
By: David J. Woodward
-----------------------------------------------------
(Only Signature of: President, Vice-President,
Chairperson or Vice-Chairperson)
David J. Woodward, Vice President
SEAL APPEARS ONLY ON ORIGINAL