Exhibit 3.27.1
Filed on _______ 84021500
Secretary of the Commonwealth
ARTICLES OF AMENDMENT
---------------------
74776
To the Department of State
Corporation Bureau
Commonwealth of Pennsylvania:
In compliance with the requirements of Article VIII of the Business
Corporation Law approved the 5th day of May, 1933, P.L. 364, as amended, the
applicant, COMMERCIAL STONE CO., INC., desiring to amend its Articles of
Incorporation, hereby certifies under its corporate seal that:
1. The name of the Corporation is Commercial Stone Co., Inc. and its
registered office is located at 46 East Main Street, Uniontown, Fayette County,
Pennsylvania, 15401.
2. The Corporation was incorporated on January 27, 1972, under the
Business Corporation Law, Act of May 5, 1933, P.L. 364, as amended.
3. The Amendment was adopted on the 23rd day of December, 1982 by a
Consent in writing, setting forth the action to be taken, signed by all the
shareholders entitled to vote thereon and filed with the Secretary of the
Corporation.
4. At the time of such action of the shareholders, the total number of
shares of the Corporation outstanding and entitled to vote was 120 shares of
Common Stock, $1,000 par value per share.
5. In such action taken by the shareholders, all the 120 outstanding
shares of Common Stock of the Corporation were voted in favor of the Amendment.
6. The Amendment adopted by the shareholders, set forth in full, provides
as follows:
RESOLVED, that Article 5 of the Articles of Incorporation of
Commercial Stone Co., Inc. be amended to read in full as follows:
"5. The aggregate number of shares which the Corporation shall have
authority to issue shall be:
a) 1,200 shares of Class A voting Common Stock, $5.00 par value
per share; and
b) 22,800 shares of Class B non-voting Common Stock, $5.00 par
value per share.
The qualifications, privileges, limitations, restrictions and the special
or relative rights in respect to the capital stock of the Corporation are
as follows:
(1) Except as otherwise expressly required by the statutes of the
Commonwealth of Pennsylvania, or as herein otherwise provided, the holders
of the Class A Common Stock shall exclusively possess voting power for the
election of directors and for all other purposes, and the holders of Class
B Common Stock shall have no voting powers or rights whatsoever. The
holders of Class A Common Stock shall have the right of cumulative voting
in the election of directors. No holder of Class B Common Stock shall be
entitled as such to any notice of any annual or special meeting of the
stockholders or to be present thereat, unless he shall be entitled to vote
thereat.
(2) The holders of shares of Class A Common Stock shall have
preemptive rights with respect to any shares of Class A or Class B Common
Stock which may be issued by the Corporation or which may be sold or
transferred out of the treasury of the Corporation, as well as all
securities convertible into shares of Class A or Class B Common Stock,
whether such shares or convertible securities are issued or sold for cash,
services or property or in exchange for other securities or otherwise. No
employee share purchase or option plan shall be adopted with respect to
shares of Class A or Class B Common Stock except with the approval of at
least 85% of the outstanding shares of Class A Common Stock. The holders
of shares of Class B Common Stock shall have no preemptive rights.
(3) No amendment to the Articles of Incorporation shall be adopted
unless approved by at least 85% of the outstanding shares of Class A Common
Stock.
(4) The relative rights, privileges and limitations of the Class A
Common Stock and the Class B Common Stock shall be in all respects
identical, share for share, except as provided in paragraphs (1), (2) and
(3) above; and in the event of any dividend or any liquidation, dissolution
or winding up of the affairs of the Corporation, whether voluntary or
involuntary, partial or otherwise, the amount paid or distributed in
respect of each share of Class A Common Stock shall be the same as the
amount paid or distributed in respect of each share of Class B Common
Stock."
RESOLVED FURTHER, that effective upon the filing of Articles of
Amendment to effectuate the foregoing amendment to Article 5, each share of
the Corporation's Common Stock, $1,000 par value per share, then
outstanding shall be changed into and shall become:
2
10 shares of Class A voting Common Stock $5.00 par value per
share; and
190 shares of Class B non-voting Common Stock, $5.00 par value
per share.
IN TESTIMONY WHEREOF, the applicant, Commercial Stone Co., Inc. has caused
these Articles of Amendment to be signed by its President and its Corporate
Seal, duly attested by its Secretary, to be hereunder affixed this 28th day of
December, 1983.
ATTEST: COMMERCIAL STONE CO., INC.
By: /s/ By: /s/
----------------------- ---------------------------
Secretary President
(Corporate Seal)
The foregoing Articles of Amendment are approved by and filed with the
Department of State on the _____ day of December, 1983.
-------------------------------------------
Secretary of the Commonwealth
3
84021504
COMMERCIAL STONE CO., INC.
Consent of Shareholders and Directors
-------------------------------------
The undersigned, being all the Directors and Shareholders of Commercial
Stone Co., Inc., a Pennsylvania corporation (the "Corporation") by unanimous
written consent as permitted by Sections 402(7) and 513 of the Business
Corporation Law of the Commonwealth of Pennsylvania, hereby adopt the following
preambles and resolutions and consent to any and all action taken by virtue of
such preambles and resolutions as though they had been adopted at a duly
convened joint meeting of the Directors and Shareholders.
I. APPROVAL OF PLAN OF RECAPITALIZATION
------------------------------------
WHEREAS, the aggregate number of shares which the Corporation has authority
to issue is presently 300 shares of voting Common Stock, $1,000 par value per
share, 120 shares of which are issued, fully paid and outstanding; and
WHEREAS, the Board of Directors and the Shareholders have determined it to
be in the best interests of the Corporation to revise the capital structure of
the Corporation in order to assure continued unity of ownership and management.
NOW, THEREFORE, BE IT RESOLVED, that the following Plan of Recapitalization
is hereby adopted:
1. As promptly as possible, the Corporation shall file Articles of
Amendment to its Articles of Incorporation effecting the amendments referred to
in Part II below, which amendments provide for, among other things, a capital
structure consisting of:
(a) 1,200 shares of Class A voting Common Stock, $5.00 par value per
share, authorized, issued and outstanding; and
(b) 22,800 shares of Class B non-voting Common Stock, $5.00 par value
per share, authorized, issued and outstanding.
2. Effective upon the filing of said Articles of Amendment, each share of
the Corporation's presently existing Common Stock, $1,000 par value per share,
then outstanding shall be changed into and shall become:
10 shares of Class A voting Common Stock, $5.00 par value per share;
and
190 shares of Class B non-voting Common Stock, $5.00 par value per
share.
Certificates representing the aforesaid shares will be issued upon surrender of
and in exchange for certificates representing shares of the existing Common
Stock, $1,000 par value per share.
3. The expenses incurred in carrying out this Plan of Recapitalization
will be paid by the Corporation.
II. APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
--------------------------------------------------
WHEREAS, in order to implement the plan of Recapitalization referred to in
Part I above, it is necessary that Article 5 of the Corporation's Articles of
Incorporation be amended.
RESOLVED, that Article 5 of the Articles of Incorporation of
Commercial Stone Co., Inc. be amended to read in full as follows;
"5. The aggregate number of shares which the Corporation shall have
authority to issue shall be:
a) 1,200 shares of Class A voting Common Stock, $5.00 par value
per share;
b) 22,800 shares of Class B non-voting Common Stock, $5.00 par
value per share.
The qualifications, privileges, limitations, restrictions and the special
or relative rights in respect to the capital stock of the Corporation are
as follows:
(1) Except as otherwise expressly required by the statutes of the
Commonwealth of Pennsylvania, or as herein otherwise provided, the holders
of the Class A Common Stock shall exclusively possess voting power for the
election of directors and for all other
2
purposes, and the holders of Class B Common Stock shall have no voting
powers or rights whatsoever. The holders of Class A Common Stock shall have
the right of cumulative voting in the election of directors. No holder of
Class B Common Stock shall be entitled as such to any notice of any annual
or special meeting of the stockholders or to be present thereat, unless he
shall be entitled to vote thereat.
(2) The holders of shares of Class A Common Stock shall have
preemptive rights with respect to any shares of Class A or Class B Common
Stock which may be issued by the Corporation or which may be sold or
transferred out of the treasury of the Corporation, as well as all
securities convertible into shares of Class A or Class B Common Stock,
whether such shares or convertible securities are issued or sold for cash,
services or property or in exchange for other securities or otherwise. No
employee share purchase or option plan shall be adopted with respect to
shares of Class A or Class B Common Stock except with the approval of at
least 85% of the outstanding shares of Class A Common Stock. The holders
of shares of Class B Common Stock shall have no preemptive rights.
(3) No amendment to the Articles of Incorporation shall be adopted
unless approved by at least 85% of the outstanding shares of Class A Common
Stock.
(4) The relative rights, privileges and limitations of the Class A
Common Stock and the Class B Common Stock shall be in all respects
identical, share for share, except as provided in paragraphs (1), (2) and
(3) above; and in the event of any dividend or any liquidation, dissolution
or winding up of the affairs of the Corporation, whether voluntary or
involuntary, partial or otherwise, the amount paid or distributed in
respect of each share of Class A Common Stock shall be the same as the
amount paid or distributed in respect of each share of Class B Common
Stock."
RESOLVED FURTHER, that effective upon the filing of Articles of
Amendment to effectuate the foregoing amendment to Article 5, each share of
the Corporation's Common Stock, $1,000 par value per share, then
outstanding shall be changed into and shall become:
10 shares of Class A voting Common Stock, $5.00 par value per
share;
190 shares of Class B non-voting Common Stock, $5.00 par value
per share.
RESOLVED, FURTHER, that the President or the Vice President and the
Secretary of the Corporation be, and they hereby are, authorized and
directed to execute and cause to be filed in the Office of the Secretary of
State of the Commonwealth of Pennsylvania appropriate Articles of Amendment
in order to effect the amendment to the Corporation's Articles of
Incorporation set forth in the preceding resolution and that the proper
officers of the Corporation be, and hereby each of them is, authorized and
directed, on behalf of the Corporation, to execute and deliver any and all
such certificates and other documents and to take any and all such action
as may be necessary or desirable
3
to implement the resolutions herein set forth and to accomplish the
corporate action reflected thereby.
WITNESS, the due execution hereof of the foregoing preambles and
resolutions relating to the Approval of the Plan of Recapitalization and the
Amendment to Articles of Incorporation of the Corporation this 23/rd/ day of
December, 1983.
DIRECTORS: SHAREHOLDERS:
/s/ Dell H. Shearer /s/ Dell H. Shearer
- ------------------------------- -----------------------------
Dell H. Shearer Dell H. Shearer
/s/ Joseph H. Shearer /s/ Joseph H. Shearer
- ------------------------------- -----------------------------
Joseph H. Shearer Joseph H. Shearer
/s/ R. Scott Shearer /s/ R. Scott Shearer
- ------------------------------- -----------------------------
R. Scott Shearer R. Scott Shearer
4
84021504
84021509
74775
COMMONWEALTH OF PENNSYLVANIA
[LOGO]
DEPARTMENT OF STATE
To All to Whom These Presents Shall Come, Greeting:
WHEREAS, In and by Article VIII of the Business Corporation Law, approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three,
P.L. 364, as amended, the Department of State is authorized and required to
issue a
CERTIFICATE OF AMENDMENT
evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law, and
WHEREAS, The stipulation and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by
COMMERCIAL STONE CO., INC.
THEREFORE, KNOW YE, That subject to the Constitution of this Commonwealth
and under the authority of the Business Corporation Law, I do by these presents,
which I have caused to be sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.
GIVEN under my Hand the Great Seal of the
Commonwealth, at the City of Harrisburg, this 29th
day of December in the year of our Lord one
thousand nine hundred and eighty-three and of the
Commonwealth the two hundred and eighth.
/s/ William R. Davis
-----------------------------------------
Secretary of the Commonwealth