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EXHIBIT 3.14
RESTATED ARTICLES OF INCORPORATION
(WITH AMENDMENT)
OF
TUBE-ALLOY CAPITAL CORPORATION
l. TUBE-ALLOY CAPITAL CORPORATION, pursuant to the provisions of
Article 4.07 of the Texas Business Corporation Act, hereby adopts these Restated
Articles of Incorporation and all amendments thereto that are in effect to date
and as further amended by such Restated Articles of Incorporation as hereinafter
set forth and which contain no change in any provision thereby.
2. The Articles of Incorporation are amended by the Restated Articles
of Incorporation as follows:
"ARTICLE FOUR
A. PREFERRED STOCK
l. Dividends. The holders of the Preferred Stock at the time
outstanding shall be entitled to receive, if, as and when declared to be payable
by the Board of Directors, out of any assets legally available for the payment
thereof, dividends in any year on the aggregate liquidation preference of all
Preferred Stock outstanding at a percentage rate equal to ninety-eight percent
(98%) of the Standard and Poor's Preferred Stock Yield Index as per the last
edition of "Standard and Poor's Outlook" for the immediately preceding fiscal
year, and no more, payable quarterly on the first days of July, October; January
and April in each year."
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"7. Voting Rights. The holders of the Preferred Stock shall have voting
rights equal in the aggregate to one (1) vote for each share of outstanding
Preferred stock, on any matter to be voted on by the shareholders of the
Corporation. The holders of the Preferred Stock shall be entitled to vote on all
matters to be voted upon by shareholders of the Corporation."
7.(b) and 7.(c) are omitted in their entirety.
"B. COMMON STOCK
2. Voting Rights. The shares of Common Stock outstanding shall not bear
voting rights, except as to those matters for which voting rights are mandated
by the Texas Business Corporation Act."
"4. Redemption or Purchase. The Common Stock shall be redeemable by the
Corporation with the Agreement of the holder thereof."
3. Each such amendment made by these Restated Articles of Incorporation
has been effected in conformity with the provisions of the Texas Business
Corporation Act and such Restated Articles of Incorporation and each such
amendment made by the Restated Articles of Incorporation were duly adopted by
resolution of the Board of Directors of the Corporation on March 11, 1982.
4. The Articles of Incorporation and all amendments and supplements
thereto are hereby superseded by the following Restated Articles of
Incorporation which accurately copy the entire text thereof as amended above.
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ARTICLES OF INCORPORATION
OF
TUBE-ALLOY CAPITAL CORPORATION
The undersigned natural person of the age of eighteen (18) years or
more, a citizen of the State of Texas, acting as an incorporator of a
corporation under the Texas Business Corporation Act, hereby adopts the
following Articles of Incorporation for such corporation:
ARTICLE ONE
The name of the corporation is Tube-Alloy Capital Corporation.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose or purposes for which the corporation is organized
are:
To lease, purchase, sell and subdivide real estate, within
towns, cities and villages, and their suburbs, not extending more than
two miles beyond their corporate limits;
To purchase, manufacture, assemble, fabricate, produce,
import, receive, lease as lessee or otherwise acquire, own, hold,
store, use, repair, service, maintain, mortgage, pledge or otherwise
encumber or otherwise dispose of and generally deal with and in as
principal, agent, broker, investor, or otherwise, goods, wares,
merchandise, securities and personal property, tangible or intangible,
of all kinds and descriptions;
To establish, maintain and conduct any sales, services,
agency, brokerage, franchise, investment or merchandising business in
all its aspects for the purpose of selling, purchasing, licensing,
renting, leasing, operating, franchising and otherwise dealing with
personal services, instruments, machines, appliances, inventions,
securities, trade marks, trade names, patents, privileges, processes,
improvements, copyrights, contract rights and personal property,
tangible and intangible, of all kinds and descriptions;
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To serve as manager, consultant, representative, agent, broker
or advisor for other persons, associations, corporations, partnerships
and firms;
To enter into partnerships or into any arrangement for sharing
of profits, union of interests, co-operation, joint venture, reciprocal
concession or otherwise, with any person, firm or corporation carrying
on or engaged in or about to carry on or engage in any business or
transaction which the corporation is authorized to carry on or engage
in;
To carry out the purposes above set forth in any state,
territory, district or possession of the United States, or in any
foreign country to the extent that such purposes are not forbidden by
the law of such state, territory, district or possession of the United
States or by such foreign country; and
In general, to transact any or all lawful business for which
corporations may be organized under the Texas Business Corporation Act.
ARTICLE FOUR
The total number of shares of all classes of stock which the
Corporation shall be authorized to issue is ten million (10,000,000) shares,
divided into the following: (i) five million (5,000,000) shares of Preferred
Stock, of the par value of Ten Dollars ($10) per share (hereinafter called
"Preferred Stock"); and (ii) five million (5,000,000) shares of common stock, of
the par value of One Dollar ($1) per share (hereinafter called "Common Stock").
A description of the respective classes of stock, a statement of the
designations, preferences, limitations and relative rights of the shares of each
class of stock are as follows:
A. PREFERRED STOCK
l. Dividends. The holders of the Preferred Stock at the time
outstanding shall be entitled to receive, if, as and when declared to be payable
by the Board of Directors, out of any assets legally available for the payment
thereof, dividends in any year on the aggregate liquidation preference of all
Preferred Stock outstanding at a percentage rate equal to ninety-eight percent
(98%)
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of the Standard and Poor's Preferred Stock Yield Index as per the last
edition of "Standard and Poor's Outlook" for the immediately preceding fiscal
year, and no more, payable quarterly on the first days of July, October, January
and April in each year.
2. Preferred Dividends Noncumulative. Dividends on all Preferred Stock
shall be noncumulative; provided, however, no dividends shall be declared or
paid on the Common Stock unless dividends on all Preferred Stock then
outstanding for the current quarterly dividend period have been declared and
either paid or a sum sufficient for the payment thereof has been set apart by
the Corporation.
3. Preferences on Liquidation. In the event of any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
the holders of the then outstanding Preferred Stock shall be entitled to receive
One Hundred Dollars ($100) per share plus any dividends declared but unpaid on
said shares. After such payment to the holders of the Preferred Stock, the
remaining assets of the Corporation shall be distributed among the holders of
the Common Stock in the manner hereinafter stated. A consolidation, merger or
reorganization of the Corporation with any other corporation or corporations or
a sale of all or substantially all of the assets of the Corporation shall not be
considered a dissolution, liquidation or winding up of the Corporation within
the meaning of these provisions.
4. Redemption Rights of Corporation. The whole or any part of the
outstanding Preferred Stock may be redeemed at any time at the option of the
Corporation, exercisable by the Board of Directors upon thirty (30) days'
written notice mailed to the holders of such shares as are to be redeemed, by
paying therefor the liquidation price fixed in Paragraph 3 of this Section A.
The Corporation may redeem the whole or any part of the shares; provided,
however, that if at any time
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the Corporation elects to redeem less than the whole of the Preferred Stock then
outstanding, the particular shares to be redeemed shall be determined by lot or
by such other equitable method as may be determined by the Board of Directors.
If, on or prior to the redemption date specified in any such notice, assets
sufficient for such redemption shall have been deposited, in trust, with
irrevocable instructions and authority to apply such funds to the redemption of
the Preferred Stock so redeemed, with a bank or trust company in the City of
Houston, Texas, having a capital and surplus of at least Three Million Dollars
($3,000,000) according to its last published statement of condition then, from
and after the date fixed for redemption, the shares so redeemed shall cease and
terminate, excepting only the rights of the holders thereof to receive the
redemption price therefor, but without interest, upon surrender of their
respective certificates therefor and any right to convert such shares which may
exist. Any interest accrued on funds so deposited shall be paid to the
Corporation from time to time. In case the holder of shares which shall have
been redeemed shall not, within six (6) years after the making of such deposit,
claim the amount deposited with respect to the redemption of such shares, the
bank or trust company in which such deposit was made shall upon demand pay over
to the Corporation such unclaimed amounts of assets and thereupon such bank or
trust company shall be relieved of all responsibility in respect thereof to such
holder. Preferred Stock redeemed or otherwise retired by the Corporation shall,
upon the filing of such statement as may be required by law, assume the status
of authorized but unissued Preferred Stock and may thereafter be reissued in the
same manner as other authorized but unissued Preferred Stock.
5. Redemption Rights of Shareholders. Any holder of Preferred Stock
may, at any time after receipt of the Preferred Stock, by written request mailed
to the Corporation at its registered office, cause the Corporation, to the
extent it may lawfully do so, to redeem all shares of Preferred
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Stock owned by him at the time, and to pay him therefor in assets of the
Corporation the liquidation price fixed in Paragraph 3 of this Section A. Such
written request shall state the name and address of such holder and the number
of shares owned by him and shall be accompanied by the certificates representing
all such shares of Preferred Stock, duly endorsed in blank or accompanied by
appropriate stock powers. If at the time of the request to redeem, the
Corporation may not lawfully redeem all shares of Preferred Stock then
outstanding, the Corporation shall notify the other holders of Preferred Stock
of the request to redeem and, thereafter, the other holders shall have the right
for a period of thirty (30) days after receipt of said notice to request the
Corporation to redeem a proportionate portion of their Preferred Stock as well.
If more than one holder requests the Corporation to redeem his Preferred Stock
and if the total number of shares of Preferred Stock the Corporation is
requested to redeem exceeds the number of shares of Preferred Stock the
Corporation may lawfully redeem, the Corporation shall redeem the number of the
shares of Preferred Stock of each holder who requested redemption determined by
dividing the number of shares the holder requested be redeemed by the total
number of shares all holders requested be redeemed and multiplying the result
thereof by the maximum number of shares of Preferred Stock which the Corporation
may lawfully redeem. Such redemption shall be consummated within ninety (90)
days after the date of such written request. Preferred Stock redeemed, purchased
or otherwise retired by the Corporation shall, upon the filing of such statement
as may be required by law, assume the status of authorized but unissued
Preferred Stock and may thereafter be reissued in the same manner as other
authorized but unissued Preferred Stock.
6. Conversion Right. The holders of the Preferred Stock shall have the
right at any time to convert their shares of Preferred Stock into shares of
Common Stock. The rate of conversion of
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each share of Preferred Stock shall be the quotient arrived at when the
liquidation value of the Preferred Stock is divided by the fair market value of
one (1) share of the Common Stock on the date of conversion. The number of
shares to be converted shall then be multiplied by such quotient and the product
derived shall then be rounded upward to the nearest whole share. Fair market
value of the Common Stock shall be as determined by the Board of Directors,
whose decision shall be binding on all shareholders. A converting Preferred
shareholder shall pay the Corporation in cash the difference in value resulting
from any upward rounding.
7. Voting Rights. The holders of the Preferred Stock shall have voting
rights equal in the aggregate to one (1) vote for each share of outstanding
Preferred Stock on any matter to be voted on by the shareholders of the
Corporation. The holders of the Preferred Stock shall be entitled to vote on all
matters to be voted upon by shareholders of the Corporation.
8. Reservation of Surplus. That portion of the surplus of the
Corporation equal in amount to the aggregate of the liquidation preference of
all of the issued and outstanding shares of Preferred Stock less the stated
capital of said shares of Preferred Stock shall be reserved for the redemption
or purchase of the outstanding shares of Preferred Stock or the payment of
dividends thereon. The surplus reserved shall come first from capital surplus,
secondarily from reduction surplus and finally from earned surplus. The
Corporation shall not redeem or purchase any shares of the Common Stock or pay
any dividends on the Common Stock unless the redemption, purchase or dividend
payment is made from surplus in excess of the surplus reserved for use with
respect to the Preferred Stock.
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B. COMMON STOCK
l. Dividends. Subject to all the rights, restrictions and conditions
set forth in Section A of this Article Four, the holders of the Common Stock
shall be entitled to receive dividends payable in cash, stock or otherwise when,
as and if declared by the Board of Directors.
2. Voting Rights. The shares of Common Stock outstanding shall not bear
voting rights, except as to those matters for which voting rights are mandated
by the Texas Business Corporation Act.
3. Preferences on Liquidation. After payments have been made to the
holders of the Preferred Stock, upon any dissolution, liquidation, or winding up
of the Corporation, whether voluntary or involuntary, the remaining assets of
the Corporation shall be distributed solely among the holders of the Common
Stock in accordance with their respective holdings of Common Stock.
4. Redemption or Purchase. The Common Stock shall be redeemable by the
Corporation with the agreement of the holder thereof.
C. PROVISIONS APPLICABLE TO BOTH CLASSES
l. Preemptive Rights. Ownership of shares of either class of capital
stock of the Corporation shall entitle the holders thereof to the preemptive
right to subscribe for or purchase their pro rata portion of any additional
shares of capital stock of that class or any securities convertible into that
class of the capital stock of the Corporation, however acquired, issued or sold
by the Corporation.
2. Cumulative Voting. No shareholder of the Corporation shall have the
right of cumulative voting at any election of directors or upon any other
matter.
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3. Authority to Purchase Own Shares. Except as otherwise noted herein,
the Corporation shall have the authority to purchase, directly or indirectly,
its own shares to the extent of the aggregate of unrestricted capital surplus
and unrestricted reduction surplus available therefor.
ARTICLE FIVE
If, with respect to any action taken by the shareholders of the
Corporation, any provision of the Texas Business Corporation Act would, but for
this Article Five, require the vote or concurrence of the holders of shares
having more than a majority of the votes entitled to be cast thereon, or of any
class or series thereof, the vote or concurrence of the holders of shares having
only a majority of the votes entitled to be cast thereon, or of any class or
series thereof, shall be required with respect to any such action.
ARTICLE SIX
The Corporation shall indemnify every director or officer, his heirs,
executors and administrators, against expenses actually and reasonably incurred
by him, as well as any amount paid upon a judgment, in connection with any
action, suit or proceeding, civil or criminal, to which he may be made a party
by reason of his being or having been a director or officer of the Corporation,
or at the request of the Corporation, having been a director or officer of any
other corporation of which the Corporation was at such time a shareholder or
creditor and from which other corporation he is not entitled to be indemnified,
except in relation to matters as to which he shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in
performance of duty to the Corporation. In the event of a settlement,
indemnification shall be provided only in connection with such matters covered
by the settlement as to which the Corporation is advised by
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its counsel that the person to be indemnified did not commit such a breach of
duty. The foregoing right of indemnification shall not be exclusive of other
rights to which he may be entitled.
ARTICLE SEVEN
No contract or other transaction between the Corporation and any other
corporation shall be affected by the fact that one (1) or more of the directors
or officers of this Corporation is interested in or is a director or officer of
such other corporation, and any director or officer individually may be a party
to or may be interested in any contract or transaction of this Corporation. No
contract or transaction of this Corporation with any person or persons, firm or
association shall be affected by the fact that any director or officer of this
Corporation is a party to or interested in such contract or transaction, or in
any way connected with such person or persons, firm or association, provided
that the interest in any such contract or other transaction of any such director
or officer shall be fully disclosed and that such contract or other transaction
shall be authorized or ratified by the vote of a majority of directors of the
Corporation not so interested. In the absence of fraud, no director or officer
having such adverse interest shall be liable to the Corporation or to any
shareholder or creditor thereof, or to any other person, for any loss incurred
by it under or by reason of such contract or transaction, nor shall any such
director or officer be accountable for any gains or profits realized thereon. In
any case described in this Article Seven, any such director may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
which shall authorize or ratify any such contract or transaction.
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ARTICLE EIGHT
The corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000), consisting of money, labor done or property actually received.
ARTICLE NINE
The post office address of its initial registered office is 5122
Steadmont, Houston, Texas 77040, and the name of its initial registered agent at
such address is N. Gerald Beard.
ARTICLE TEN
The number of directors constituting the initial board of directors is
three (3), and the names and addresses of the persons who are to serve as
directors until the first annual meeting of the shareholders or until their
successors are elected and qualified are:
N. Gerald Beard 5122 Steadmont
Houston, Texas 77040
Ernest Jordan 5122 Steadmont
Houston, Texas 77040
Tom Hiers 5122 Steadmont
Houston, Texas
ARTICLE ELEVEN
The name and address of the incorporator is:
Patrick Wm. Johnson 1100 Milam, 28th Floor
Houston, Texas 77002
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5. No Shares of the Corporation have been issued.
Dated: March 11, 1982
/s/ N. GERALD BEARD
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N. GERALD BEARD, Secretary-Treasurer
/s/ ERNEST R. JORDAN
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ERNEST R. JORDAN, President
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