EXHIBIT 3.53
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VICTORY FINANCE COMPANY
The undersigned, Victory Finance Company, a Delaware corporation (the
"Company"), for the purpose of amending the Certificate of incorporation of the
Corporation, in accordance with the General Corporation Law of Delaware, does
hereby make and execute this Certificate of Amendment of Certificate of
Incorporation and does hereby certify that:
FIRST: The following resolution adopted by the Board of Directors
and consented to by the sole stockholder of the Company sets forth the amendment
adopted:
RESOLVED, that the Certificate of Incorporation of the Company
be amended by deleting all of the present Article 4 and inserting in
lieu thereof the following Article 4:
The total number of shares of all classes of stock which the
Company shall be authorized to issue is two thousand (2,000), of
which one thousand (1,000) shares is Common Stock, $1.00 par
value, and one thousand (1,000) shares is Preferred Stock, no par
value.
A description of the Preferred Stock and a statement of the
designations, preferences, limitations and relative rights of such
class of stock and the limitations on or denial of the voting
rights of the shares of such class of stock are as follows:
Provisions Applicable to Preferred Stock
Section 1. Dividends
The holders of shares of outstanding Preferred Stock shall be
entitled to receive in any fiscal year, when and as declared by
the Board of Directors of the Company (the "Board"), out of assets
of the Company legally available therefor, distributions on a pro
rata basis parallel with the holders of shares of Common Stock.
Section 2. Liquidation Preference
The shares of the Company's Preferred Stock shall be
preferred over shares of the Company's Common Stock so that in any
liquidation of the Company's assets, or any dissolution or winding
up of the affairs of the Company, whether voluntary or
involuntary, the holders of the Preferred Stock shall be entitled
to receive out of the Company's assets available for distribution
to its stockholders, whether from capital, surplus or earnings,
before any distribution is made to holders of shares of the
Company's Common Stock, an amount equal to Fifty-One Thousand
Eight Hundred and NO/100 Dollars ($51,800.00) per share of
Preferred Stock together with
an amount equal to all cash dividends (whether or not declared)
accrued on each share of Preferred Stock, but which have not been
paid or set apart for payment on the date fixed for the aforesaid
payment to the holders of Preferred Stock in the event of
liquidation, before any distribution of the assets shall be made
to holders of the Company's Common Stock. If, upon a liquidation
or dissolution or winding up of the Company, the amounts payable
on or with respect to the Preferred Stock are not paid in full,
the holders of shares of the Preferred Stock shall share ratably
in any distribution of the Company's assets.
Section 3. Voting Rights
To the extent not inconsistent with the General Corporation
Law of Delaware, the holders of Preferred Stock shall have no
voting rights.
SECOND: Such amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware, as
amended.
IN WITNESS WHEREOF, this Certificate of Amendment has been executed on
behalf of the Corporation by its President to be effective December 19, 1996.
VICTORY FINANCE COMPANY
By /s/ David W. Dupert
----------------------------
David W. Dupert, President
CERTIFICATE OF INCORPORATION
OF
VICTORY FINANCE COMPANY
1. The name of the corporation is:
Victory Finance Company
2. The address of its registered offices in the State of Delaware
is Corporation Trust Center,1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act and activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. The total number of shares of all classes of stock which the
corporation shall be authorized to issue is one thousand (1,000) shares of
common stock, $1.00 par value.
5. A director of the corporation is not liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except that this article does not eliminate or limit the liability of
a director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (iii) under
Section 174 of the General Corporation Law of Delaware; or (iv) for any
transaction from which the director derived an improper personal benefit.
6. The board of directors is authorized to make, alter or repeal
the bylaws of the corporation. Election of directors need not be by written
ballot.
7. The name and mailing address of the incorporator is:
K. A. Widdoes
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19901
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I, THE UNDERSIGNED, as incorporator and for the purpose of forming a
corporation pursuant to the General Corporation Law of Delaware, do make this
certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand this
10th day of September, 1996.
/s/ K. A. Widdoes
-------------------------------
K. A. Widdoes
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