1
Exhibit 3.1
(Part 1/2)
RESTATED
CERTIFICATE OF INCORPORATION
OF
HELMERICH & PAYNE, INC.
HELMERICH & PAYNE, INC. (hereinafter called the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, by Certificate of Incorporation
issued on February 3, 1940, DOES HEREBY CERTIFY THAT:
ONE: By action of the Board of Directors of the Corporation at a
Regular Meeting of the Board of Directors, held on December 11, 1987, a
resolution was adopted setting forth a Restated Certificate of Incorporation
and declaring that said Restated Certificate of Incorporation is advisable and
that it only restates and integrates and does not further amend the provisions
of the Corporation's Restated Certificate of Incorporation of March 7, 1979, as
theretofore amended or supplemented, and that there is no discrepancy between
those provisions and the provisions of this newly Restated Certificate. The
newly Restated certificate of Incorporation is as follows:
RESTATED
CERTIFICATE OF INCORPORATION
of
HELMERICH & PAYNE, INC.
FIRST. The name of the corporation is HELMERICH & PAYNE, INC.
SECOND. Its registered off ice in the State of Delaware is
located at No. 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The
Corporation Trust Company, No. 1209 Orange Street, Wilmington,
Delaware.
THIRD. The nature of the business, or objects or purposes to
be transacted, promoted or carried on are:
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(a) To carry on the business of producing,
procuring, acquiring, buying, selling and otherwise disposing
of and turning to account, and dealing in petroleum, crude oil
and gas of all grades, asphalt, paraffin, bitumen and
bituminous substances of all kinds, coal, natural gas, carbon
and hydrocarbon products of all kinds, together with any other
substances or by-products, and in general subsoil products and
surface products of every nature and description; and to
acquire, hold, and use any and all leases, licenses,
easements, rights, grants, concessions and real and personal
property necessary or required for such purposes;
(b) To prospect, explore and drill for, discover,
produce, extract, mine, mill, separate, convert, smelt,
refine, dissolve, reduce, treat, manufacture, store or
otherwise turn to account, sell, exploit, transfer and
otherwise dispose of petroleum, oil and gas and each and every
of the substances specified in the foregoing clause (a),
either in its natural form or in any altered or manufactured
form, or subdivided or by-product form;
(c) To build, construct, purchase or otherwise
acquire and to conduct, operate and maintain any plant or
plants, machinery, devices, appliances and equipment for the
extraction or manufacture of gasoline, naphtha or other
substance or by-products from natural gas, casinghead gas or
crude oil, and to purchase or otherwise acquire, hold, own and
use or dispose of any inventions, devices, formulae, processes
for the manufacture or extraction of gasoline, naphtha, or
other substances or products from gas, casinghead gas or crude
oil, together with any letters patent thereon and any and all
improvements thereon; and to purchase or otherwise acquire any
and all natural gas and casinghead gas and crude oil necessary
to the use and operation of said plant or plants, and to vend,
sell or otherwise dispose of any and all of the products of
such plant or plants, and to purchase, lease or otherwise
acquire, hold and use any and all real estate and lands
necessary for the sites and locations of said plant or plants
and the use and operation thereof;
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(d) To purchase, buy, or otherwise acquire, hold,
or prospect, develop, sell, assign and deal in or otherwise
dispose of oil, gas and mineral leases and oil, gas and
mineral rights, grants, royalties and privileges, together
with all personal property and equipment used in connection
therewith; and to purchase, buy, or otherwise acquire, and to
hold, use, sell or otherwise dispose of, any and all real
estate and lands which may be necessary or required for the
uses and purposes of this corporation subject to the laws of
the jurisdiction where said lands and real estate are located;
(e) To apply for, obtain, register, purchase,
devise, adopt, lease or otherwise acquire, hold, own, use,
operate, develop, introduce, lease, assign, pledge or
otherwise dispose of and contract with reference to any and
all letters patent, copyrights and trademarks, and any and all
registrations or applications for registration thereof, and
any and all inventions, improvements, apparatus, appliances,
processes, formulae, designs, trade names or similar rights,
whether used in connection with or secured under letters
patent of the United States of America or of any other
government or country, or otherwise; and to use, exercise,
develop, exploit or grant licenses with respect to or
otherwise turn to account any of the same, and to carry on any
business (manufacturing, merchandising or otherwise), which
may be deemed to aid, effectuate or develop the same, or any
of them directly or indirectly;
(f) To acquire by lease, purchase, contract,
concession or otherwise, and to own, develop, explore,
exploit, improve, operate, lease, enjoy, control, manage or
otherwise turn to account, mortgage, grant, sell, exchange,
convey or otherwise dispose of, either within or without the
State of Delaware and in any country, domestic or foreign, any
and all real estate,
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lands, options, concessions, grants, land patents, franchises,
deposits, mines, mining rights, quarries, locations, claims,
rights, privileges, easements, tenements, estates,
hereditaments, interests and properties of every description
and nature whatsoever which the corporation may deem wise and
proper in connection with the conduct of any business or
businesses enumerated in any of the clauses of this Article
THIRD:
(g) To construct, build, purchase, lease, equip
or otherwise acquire, and to hold, own, improve, develop,
manage, maintain, control, lease, mortgage, create liens upon,
sell, convey or otherwise dispose of and turn to account:
(1) any and all plants, machinery,
works, refineries, implements and things or property,
real or personal, of every kind and descriptions
incidental to, connected with or suitable or
convenient for any of the purposes enumerated in any
of the clauses of this Article THIRD;
(2) any and all pipe lines, transmission
lines, pumping stations, terminals, storage tanks or
reservoirs and all appurtenances relative thereto and
necessary or convenient in connection with any of the
businesses enumerated in any of the clauses of this
Article THIRD;
(3) any and all tracks, locomotives,
railroad cars, tank cars, motor cars, motor trucks
and vehicles of any and every description necessary
or convenient in connection with any of the
businesses enumerated in any of the clauses of this
Article THIRD;
(4) any and all ships, docks, boats,
floats, barges and vessels (whether operated by
steam, electric, oil, gasoline or any other power),
docks, wharves, dry docks, repair shops, elevators,
piers, terminals, warehouses and storage plants,
facilities, connections and installations necessary
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or convenient for any of the businesses enumerated in
any of the clauses of this Article THIRD;
(h) To manufacture, purchase or otherwise
acquire, own, mortgage, pledge, sell, assign and transfer, or
otherwise dispose of, to invest, trade, deal in and deal with
goods, wares and merchandise and personal property of every
class and description;
(i) To acquire, and pay for in cash, stock or
bonds of this corporation or otherwise, all or any part of the
goodwill, rights, assets and property of any person, firm,
association or corporation; to undertake or assume the whole
or any part of the obligations or liabilities of any person,
firm, association or corporation; to hold or in any manner
dispose of the whole or any part of the rights and property so
acquired; to conduct in any lawful manner the whole or any
part of any business so acquired, and to exercise all the
powers necessary or convenient and about the conduct and
management of such business;
(j) To guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of shares of
the capital stock, bonds, debentures, notes, obligations or
evidences of indebtedness or other securities created, issued
or incurred by any other corporation or corporations organized
under the laws of this state or any other state, country,
nation or government, or by joint stock companies, trustees or
other business organizations or entities, or by any domestic
or foreign state, government or governmental authority, or by
any political or administrative subdivision or department
thereof, and to issue in payment or exchange therefor, in
whole or in part, its own shares, bonds, debentures, notes or
other obligations, or to make payment therefor by any other
lawful means, and, while the owner thereof, to exercise all
the rights, powers and privileges of ownership, including the
right to vote thereon;
(k) To enter into, make and perform contracts of
every kind and description with any person, firm, association,
corporation, municipality, county, state,
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body politic or government or colony or dependency thereof;
(l) To borrow or raise moneys for any of the
purposes of the corporation, and, from time to time, without
limit as to amount, to draw, make, accept, endorse, execute
and issue promissory notes, drafts, bills of exchange,
warrants, bonds, debentures and other negotiable or non-
negotiable instruments and evidences of indebtedness, and to
secure the payment of any thereof and of the interest thereon
by mortgage upon or pledge, conveyance or assignment in trust
of the whole or any part of the property of the corporation,
whether at the time owned or thereafter acquired and to sell,
pledge or otherwise dispose of such bonds or other obligations
of the corporation for its corporate purposes.
(m) To buy, sell or otherwise deal in notes, open
accounts, and other similar evidences of debt, or to loan
money and take notes, open accounts, and other similar
evidences of debt as collateral security therefor;
(n) To purchase, hold, sell and transfer the
shares of its own capital stock; provided it shall not use its
funds or property for the purchase of its own shares of
capital stock when such use would cause any impairment of its
capital except as otherwise permitted by law, and provided
further that shares of its own capital stock belonging to it
shall not be voted upon directly or indirectly;
(o) To have one or more offices, to carry on all
or any of its operations and business and without restriction
or limit as to amount to purchase or otherwise acquire, hold,
own, mortgage, sell, convoy, or otherwise dispose of real and
personal property of every class and description in any of the
States, Districts, Territories or Colonies of the United
States, and in any and all foreign countries, subject to the
laws of such State, District, Territory, Colony or Country;
(p) To do and perform any or all of the above
enumerated functions, purposes and acts, either as
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principal or as agent, broker, contractor, independent
contractor, representative or otherwise, specifically
including (without limiting the generality of the foregoing)
the right to carry on a general drilling contracting business;
(q) To investigate, develop, consummate,
undertake and carry on any enterprise, business, transactions,
or operation, commonly carried on or undertaken by
contractors, syndicates, merchants, importers, exporters,
manufacturers, printers, publishers, warehousers, brokers, or
transporters, and generally, to institute, enter into, carry
on, assist, promote and participate in financial, commercial,
mercantile, and other business, works, contracts, undertakings
and operations, but only to the extent permitted by law.
(r) To carry on, and license others to carry on,
all or any part of the several businesses enumerated in this
paragraph, to-wit: The business of: manufacturers, merchants,
traders, importers, exporters, contractors, printers,
publishers, warehousers, and dealers in and with goods, wares,
and merchandise of every kind and description; of
establishing, developing, operating and carrying on
industrial, commercial, trading, manufacturing, mechanical,
metallurgical, engineering, building, construction,
contracting, mining, smelting, quarrying, refining, chemical,
ice, real estate, logging, lumbering, agricultural,
plantation, dairying, advertising, automotive, aviation,
supply, cold storage, drug (both ethical and proprietary) ,
cleaning, electrical, electronic, management, food, food
products, foundry, appliance, furniture, laundry, machinery,
machine shop, restaurant, equipment, instrument,
instrumentation, baking, brewing, distilling, apparel,
packing, textile, amusement, entertainment, undertakings,
propositions, concessions or franchises; of constructing,
developing, equipping and improving, public, quasi-public, and
private works and conveniences; and, also, so far as necessary
or incidental to, or connected with any one or more or all of
the corporate purposes herein enumerated, to undertake any
lawful business transaction or operation undertaken or carried
on by merchants,
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traders, manufacturers, contractors, importers, exporters,
entertainers, printers, publishers, warehousers, commission
men and agents.
(s) In general, to carry on any other business in
connection with the foregoing, and to have and exercise all
the powers conferred by the laws of Delaware upon corporations
formed under the General Corporation Law of the State of
Delaware, and to do any or all of the things hereinbefore set
forth to the same extent as natural persons might or could do.
The objects and purposes specified in the foregoing
clauses shall, except where otherwise expressed, be in no wise
limited or restricted by reference to, or inference from, the
terms of any other clause in this certificate of
incorporation, but the objects and purposes specified in each
of the foregoing clauses of this article shall be regarded as
independent objects and purposes.
FOURTH. The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 81,000,000 of which 1,000,000
shares shall be Preferred Stock without par value, and the remaining 80,000,000
shares shall be Common Stock of the par value of ten cents (.10) per share.
The following is a statement of the designations, powers, preferences,
and rights and the qualifications, limitations or restrictions thereof, of the
classes of stock of the Corporation and the authority of the Board of Directors
to fix the same.
I .
(1) Shares of Preferred Stock may be issued from time to time in
one or more series as may be determined from time to time by the Board of
Directors, each such series to be distinctly designated. All shares of any one
series of Preferred Stock so designated by the Board of Directors shall be
alike in every particular. The voting rights, if any, of each such series,
dividend rates, and preferences and relative, participating, optional and other
special rights of each such series and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series
at any time outstanding; and, subject to the
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provisions of Paragraphs (4) through (8) of this Part I, the Board of Directors
of the Corporation is hereby expressly granted authority to fix, by resolutions
duly adopted prior to the issuance of any shares of a particular series of
Preferred Stock so designated by the Board of Directors, the voting powers of
stock of such series, if any, and the designations, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions of such series, including, but without limiting
the generality of the foregoing, the following:
(a) The rate and times at which, and the terms and
conditions on which, dividends on Preferred Stock of such series will
be paid;
(b) The right, if any, of the holders of Preferred Stock
of such series to convert the same into, or exchange the same for,
shares of other classes or series of stock of the Corporation and the
terms and conditions of such conversion or exchange;
(c) The redemption price or prices and the time or time
at which, and the terms and conditions on which, Preferred Stock of
such series may be redeemed;
(d) The rights of the holders of Preferred Stock of such
series upon the voluntary or involuntary liquidation, dissolution, or
winding-up, or merger, consolidation, distribution or sale of assets,
of the Corporation;
(e) The terms of the sinking fund or redemption or
purchase account, if any, to be provided for the Preferred Stock of
such series; and
(f) Provisions, if any, for the vote or consent of the
holders of a stated percentage of the outstanding shares of Preferred
Stock of such series with respect to changes in the rights,
preferences or limitations of the shares of such series, or the
designation or issuance of series of the Preferred Stock by the Board
of Directors, or the authorization or issuance of other classes or
series of Preferred Stock;
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provided, however, that the holders of shares of Preferred Stock shall have no
right to participate with the holders of Common Stock in any distribution of
dividends in excess of the preferential dividend fixed for such Preferred Stock
or in the assets of the Corporation available for distribution to stockholders
in excess of the preferential amount fixed for such Preferred Stock.
(2) Until requirements that have matured with respect to
preferential dividends on the Preferred Stock (fixed in accordance with the
provisions of Paragraph (1) of this Part I) shall have been met and until the
Corporation shall have complied with all such requirements, if any, with
respect to the setting aside of sums as sinking funds or redemption or purchase
accounts with respect to the Preferred Stock (fixed in accordance with the
provisions of Paragraph (1) of this Part I) , no dividend or distribution shall
be paid or declared upon or in respect of any Common Stock.
(3) Until distribution in full of the preferential amount to be
distributed to the holders of Preferred Stock (fixed in accordance with the
provisions of Paragraph (1) of this Part I) in the event of voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation, no such
distribution shall be made to the holders of Common Stock.
(4) No holder of Preferred Stock of the Corporation shall have any
preemptive or preferential right of subscription to any shares of any stock of
the Corporation of any class, now or hereafter authorized, or to any
obligations convertible into stock of the Corporation, issued or sold, nor any
right of subscription to any thereof other than such, if any, as the Board of
Directors of the Corporation in its discretion from time to time may determine,
and at such price as the Board of Directors from time to time may fix, pursuant
to the authority hereby conferred by the Certificate of Incorporation, and the
Board of Directors may issue stock of the Corporation, or obligations
convertible into stock, without offering such issue of stock or such
obligations either in whole or in part, to the holders of Preferred Stock of
the Corporation.
(5) The powers and rights of the holders of Common Stock shall be
subordinated to the powers, preferences and rights of the holders of Preferred
Stock. The relative powers, preferences and
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rights of each series of Preferred Stock in relation to the powers, preferences
and rights of each other series of Preferred Stock shall, in each case, be as
fixed from time to time by the Board of Directors pursuant to authority granted
in the Certificate of Incorporation; provided, however, that except as may be
provided by law and except as set forth in Paragraph (6) and Paragraph (7) of
this Part I, no holder of shares of Preferred Stock of any series shall be
entitled to more than one vote in respect of each share of such stock held by
him on any matter voted on by stockholders other than elections of directors,
in which case the Board of Directors may accord cumulative voting rights to
holders of shares of any Preferred Stock.
(6) Notwithstanding the provisions of Paragraph (5) of this Part
I, the Board of Directors, acting pursuant to authority granted in this
Certificate of Incorporation in respect of any series of Preferred Stock, may
provide that if this Corporation shall have defaulted in the payment of
dividends on any such series of Preferred Stock in an amount equivalent to or
exceeding six full quarterly dividends (whether or not consecutive) or the
Corporation shall have defaulted in making any two mandatory sinking fund
payments on any such series of Preferred Stock, the holders of one or more or
all of such series of Preferred Stock in respect of which any such default
shall have occurred (voting as a single class) shall be entitled to elect, in
the aggregate, not more than two directors.
(7) The issuance of shares of any series of Preferred Stock by the
Board of Directors of the Corporation shall be subject to such limitations and
restrictions as may be provided for in the Certificate of Incorporation or by
the Board of Directors, pursuant to authority granted in the Certificate of
Incorporation, including provision for the consent, by class vote, of the
holders of a stated percentage of the outstanding shares of any series of
Preferred Stock.
(8) Subject to the provisions of Paragraph (7) of this Part I,
shares of any series of Preferred Stock may be authorized or issued, in
aggregate amounts not exceeding the total number of shares of Preferred Stock
authorized by the Certificate of Incorporation, from time to time as the Board
of Directors of the Corporation shall determine and for such consideration as
shall be fixed by the Board of Directors.
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II.
Subject to the prior and superior rights of the Preferred Stock, and
on the conditions set forth in the foregoing Part I or in any resolution of the
Board of Directors providing for the issuance of any particular series of
Preferred Stock, and not otherwise, such dividends (payable in cash, stock or
otherwise) as may be determined by the Board of Directors may be declared and
paid on the Common Stock from time to time of any funds legally available
therefor.
The holders of the Common Stock shall be entitled to one vote for each
share held at all meetings of the stockholders of the Corporation.
After payment shall have been made in full to the holders of the
Preferred Stock in the event of any liquidation, dissolution or winding up of
the affairs of the Corporation, the remaining assets and funds of the
Corporation shall be distributed among the holders of the Common Stock
according to their respective shares.
III.
Ownership of shares of any class of the capital stock of the
Corporation shall not entitle the holders thereof to any preemptive right to
subscribe for or purchase any additional shares of capital stock of any class
of the Corporation or any securities convertible into any class of capital
stock of the Corporation, however acquired, issued or sold by the corporation,
it being the purpose and intent that the Board of Directors shall have full
right, power and authority to offer for subscription or sell or to make any
disposal of any or all unissued shares of the capital stock of the corporation
or any securities convertible into stock of any or all shares of stock or
convertible securities issued and thereafter acquired by the corporation, for
such consideration, not less than the par value thereof, in money or property,
as the Board of Directors shall determine.
IV.
The Corporation shall be entitled to treat the person in whose name
any share, right or option is registered as the owner thereof, for all
purposes, and shall not be bound to recognize any equitable
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or other claim to, or interest in, such share, right or option on the part of
any other person, whether or not the corporation shall have notice thereof,
save as may be expressly provided by laws of the State of Delaware.
FIFTH. The Corporation is to have perpetual existence.
SIXTH. The private property of the stockholders shall not be subject
to the payment of corporate debts to any extent whatever.
SEVENTH. In furtherance and not in limitation of the powers conferred
by statute, and in addition to the powers which may be conferred by the By-
Laws, the Board of Directors of the Corporation shall have the following
expressly stipulated powers and authority, to-wit:
To make, alter or repeal the By-Laws of the Corporation.
To authorize and cause to be executed mortgages and liens upon
the real and personal property of the Corporation.
To set apart out of any of the funds of the Corporation
available for dividends a reserve or reserves for any proper purpose
and to abolish any such reserve in the manner in which it was created.
By resolution or resolutions, passed by a majority of the
whole board to designate one or more committees, each committee to
consist of two or more of the directors of the Corporation, which, to
the extent provided in said resolution or resolutions or in the
By-Laws of the Corporation, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs
of the Corporation, and may have power to authorize the seal of the
Corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated
in the By-Laws of the Corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the holders
of a majority of the stock issued and outstanding having voting power
given at a stockholders meeting duly called for that purpose, or when
authorized by the written
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consent of the holders of a majority of the voting stock issued and
outstanding, to sell, lease or exchange all of the property and assets
of the corporation, including its good will and its corporate
franchises, upon such terms and conditions and for such consideration,
which may be in whole or in part shares of stock in, and/or other
securities of, any other corporation or corporations, as its Board of
Directors shall deem expedient and for the best interests of the
corporation.
Also, the corporation may in its By-Laws confer powers upon its Board of
Directors in addition to the foregoing, and in addition to the powers and
authorities expressly conferred upon it by statute.
EIGHTH. The corporation shall be entitled to treat the person in
whose name any share is registered as the owner thereof for all purposes, and
shall not be bound to recognized any equitable or other claims to, or interest
in, such share on the part of any other person, whether or not the corporation
shall have notice thereof, except as otherwise expressly provided by the
statutes of the State of Delaware.
NINTH. The number of Directors which constitute the whole Board of
Directors of the Corporation shall be such as from time to time shall be fixed
by or in the manner provided in the By-Laws, but in no case shall the number be
less than three. Vacancies in the Board of Directors, whether created by
increase in the number of Directors or otherwise, shall be filled in the manner
provided in the By-Laws. The Directors shall be divided into three classes.
At the Annual Meeting of Stockholders in 1970, one class of Directors, composed
of three Directors to be known as the "first class", shall be elected for a
one-year term; one class composed of two directors to be known as the "second
class" shall be elected for a two-year term; and one class, composed of two
directors, to be known as the "third class", shall be elected for a three-year
term. At each succeeding Annual Meeting of Stockholders, successors to the
class of Directors, whose term expires in that year, will be elected for a
three-year term. Vacancies in any class that occur prior to the expiration of
the then current term of such class, if filled by the Board of Directors, shall
be filled for the remainder of the full term of such class. If the number of
Directors is hereafter changed, any increase or decrease in Directors shall be
apportioned among the classes so as to establish
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or maintain equality in number among the classes and any additional Director
elected to any class shall hold office for a term which shall coincide with the
term of such class. Where the number of Directors constituting the whole board
is such that it is impossible to establish or maintain complete equality in
number among the classes, the increase or decrease in Directors shall be
apportioned among the classes so as to maintain all classes as nearly equal in
number as possible and so that the third class does not have more members than
either the first or second class, and the second class does not have more
members than the first class.
TENTH. Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 3883 of the Revised Code of 1915 of said State, or on
the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 43 of the
General Corporation Law of the State Delaware, order a meeting of the creditors
or class of creditors, and/or of the stockholders or class of stockholders of
this Corporation, as the case may be, to be summoned in such manner as the said
Court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement, and to any reorganization of this Corporation as consequence of
such compromise or arrangement, the said arrangement and the said
reorganization shall, if sanctioned by the Court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.
ELEVENTH. No contract or other transaction of the Corporation with
any other corporation or with any association, partnership, firm, trustee,
syndicate or individual shall be affected or invalidated by reason of the fact
that any of the directors of the Corporation is or are parties to or interested
in such contract or transaction or such other corporation or such association,
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partnership, firm, trustee, syndicate or individual; any director of the
Corporation may be a party to any contract or transaction with the Corporation,
or may be pecuniarily or otherwise interested in any contract or other
transaction of the Corporation with any other corporation or with any
association, partnership, firm, trustee, syndicate or individual, provided that
the fact that he shall be a party to such contract or transaction or shall be
so interested shall have been disclosed or shall have been known to the Board
of Directors of the Corporation, or to the approving majority thereof; and any
director of the Corporation who is a party to or is pecuniarily or otherwise
interested in such contract or transaction may be included in determining the
existence of a quorum at any meeting of the Board of Directors which shall
authorize, ratify or approve any such contract or transaction, and may vote
thereat to authorize, ratify or approve such contract or transaction, with like
force and effect as if he were not a party to or so interested in such contract
or transaction.
TWELFTH. Meetings of stockholders may be held without the State of
Delaware, if the By-Laws so provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be from time to time designated by the
Board of Directors.
THIRTEENTH. The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate of incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.
FOURTEENTH:
1. Elimination of Certain Liability of Directors. A
director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (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 Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal
benefit.
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2. Indemnification and Insurance.
(a) Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation or a
partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists
or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of his or her heirs, executors and
administrators: PROVIDED, HOWEVER, that, except as provided in
paragraph (b) hereof, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the board of directors of the Corporation.
The right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition: PROVIDED, HOWEVER, that, if the
Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which
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service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled
to be indemnified under this Section or otherwise. The Corporation
may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect
as the foregoing indemnification of directors and officers.
(b) Right of Claimant to Bring Suit. If a claim under
paragraph (1) of this Section is not paid in full by the Corporation
within thirty (30) days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the said amount of the claim and,
if successful in whole or in part, the claimant shall be entitled to
be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the
Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to
the commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard
or conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
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(c) Non-Exclusivity of Rights. The right to
indemnification and the payment of expense incurred in defending a
proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, by- law, agreement, vote of stockholders
or disinterested directors or otherwise.
(d) Insurance. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law.
FIFTEENTH. The affirmative vote of at least two-thirds of the total
outstanding stock of the Corporation entitled to vote thereon shall be required
in order for the Corporation to:
(a) Merge, and/or consolidate with any other corporation
except in those cases where at least 90% of the outstanding shares of
each class of stock of such other corporation is owned by this
Corporation; or
(b) Sell, lease, exchange, transfer or otherwise dispose
of all or substantially all of its assets or business.
The affirmative vote of at least three-fourths of the total
outstanding stock of the Corporation entitled to vote thereon shall be required
in order for the Corporation to:
(a) Sell, lease, exchange, transfer or otherwise dispose
of all or substantially all of its assets or business to a related
corporation or an affiliate of a related corporation; or
(b) Merge with a related corporation or an affiliate of a
related corporation; or
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(c) Enter into a combination or majority share
acquisition in which this Corporation is the acquiring corporation and
its voting shares are issued or transferred to a related corporation
or an affiliate of a related corporation or to stockholders of a
related corporation or an affiliate of a related corporation.
For the purpose of this Article FIFTEENTH, (i) a "related corporation" in
respect of a given transaction shall be any corporation which, together with
its affiliates and associated persons, owns of record or beneficially, directly
or indirectly, more than 5% of the shares of any outstanding class of stock of
this Corporation entitled to vote upon such transaction, as of the record date
used to determine the stockholders of the Corporation entitled to vote upon
such transaction; (ii) an "affiliate" of a related corporation shall be any
individual, joint venturer, trust, partnership or corporation which directly or
indirectly, through one or more intermediaries, controls or is controlled by,
or is under common control with the related corporation; (iii) an "associated
person" of a related corporation shall be any officer or director or any
beneficial owner, directly or indirectly, of 10% or more of any class of equity
security, of such related corporation or any of its affiliates. The
determination of the Board of Directors of this Corporation and made in good
faith shall be conclusive as to whether any corporation is a related
corporation as defined in this Article FIFTEENTH.
TWO: Said amendment was duly adopted in accordance with the provisions
of Section 245 of the General Corporation Law of the State of Delaware, as
amended, and said amendment does not affect a change in the issued shares of
the Corporation, and the capital of the Corporation will not be reduced under
or by reason thereof, and henceforth the provisions of the Certificate of
Incorporation shall be as provided in the newly Restated Certificate of
Incorporation set forth hereinabove.
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IN WITNESS WHEREOF, said HELMERICH & PAYNE, INC. has caused its
corporate seal to be hereto affixed and this Certificate to be signed by W. H.
Helmerich, III, its President, and Leon C. Gavras, its Secretary, this 11th day
of December, 1987.
HELMERICH & PAYNE, INC.
/S/ W. H. Helmerich, III
-----------------------------
W. H. HELMERICH, III,
Chairman and C.E.O.
ATTEST:
/S/ Leon C. Gavras
- --------------------------------
LEON C. GAVRAS, Secretary
STATE OF OKLAHOMA )
) ss.
COUNTY OF TULSA )
Be it remembered, that on this 11th day of December, 1987, personally
came before me, the undersigned, a Notary Public in and for said County and
State, W. H. HELMERICH, III, Chairman and C.E.O. of Helmerich & Payne, Inc., a
corporation of the State of Delaware, party to the foregoing Certificate, known
to me personally to be such, and acknowledged the said Certificate to be his
own act and deed, and the act and deed of said corporation; that the signature
of the Chairman and C.E.O. is in his own proper handwriting; that the seal
affixed is the corporate seal of said Helmerich & Payne, Inc.; and that his act
of sealing, executing and delivering said Certificate was duly authorized by
resolution of the directors of said Helmerich & Payne, Inc.
Given under my hand and seal of office the day and year aforesaid.
/s/
-----------------------------
Notary Public
My Commission Expires:
- ---------------------
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Exhibit 3.1
(Part 2/2)
CERTIFICATE OF DESIGNATION, PREFERENCES
AND RIGHTS OF SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK
of
HELMERICH & PAYNE, INC.
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
The undersigned officer of Helmerich & Payne, Inc., a corpo-
ration organized and existing under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY
CERTIFY:
That pursuant to the authority conferred upon the Board of
Directors by the Restated Certificate of Incorporation of the said Corporation,
the said Board of Directors on January 8, 1996 adopted the following resolution
creating a series of 60,000 shares of Preferred Stock designated as Series A
Junior Participating Preferred Stock:
RESOLVED, that pursuant to the authority vested in the Board
of Directors of this Corporation in accordance with the provisions of its
Restated Certificate of Incorporation, a series of Preferred Stock of the
Corporation be and it hereby is created, and that the designation and amount
thereof and the voting powers, preferences and relative, participating,
optional and other special rights of the shares of such series, and the
qualifications, limitations or restrictions thereof are as follows:
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" and the
number of shares constituting such series shall be 60,000.
Section 2. Dividends and Distributions.
(A) The holders of shares of Series A Junior Participating
Preferred Stock shall be entitled to receive, when, as and
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if declared by the Board of Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the last day of March, June,
September and December in each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a
share of Series A Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $125 or (b) subject
to the provision for adjustment hereinafter set forth, 1,000 times the
aggregate per share amount of all cash dividends, and 1,000 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 a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $0.10 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. In the event the Corporation shall at
any time after January 8, 1996 (the "Rights Declaration Date") (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 Junior Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence
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 Corporation shall declare a dividend or distribution
on the Series A Junior Participating Preferred Stock as provided in Paragraph
(A) above immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly Dividend
Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $125 per share on the Series A Junior Partic-
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ipating Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Participating Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of issue of such shares
of Series A Junior Participating Preferred Stock, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series A Junior Participating Preferred Stock entitled
to receive a quarterly dividend and before such Quarterly Dividend Payment
Date, in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Junior Participating Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Junior Participating Preferred
Stock entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 30 days prior to the date
fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A
Junior Participating Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Junior Participating Preferred Stock shall
entitle the holder thereof to 1,000 votes on all matters submitted to a vote of
the stockholders of the Corporation. In the event the Corporation shall at any
time after the Rights Declaration Date (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 number of votes per share to which holders of shares
of
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Series A Junior Participating Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number 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) Except as otherwise provided herein or by law, the
holders of shares of Series A Junior Participating Preferred Stock and the
holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.
(C) (i) If at any time dividends on any Series A Junior
Participating Preferred Stock shall be in arrears in an amount equal
to six (6) quarterly dividends thereon, the occurrence of such
contingency shall mark the beginning of a period (herein called a
"default period") which shall extend until such time when all accrued
and unpaid dividends for all previous quarterly dividend periods and
for the current quarterly dividend period on all shares of Series A
Junior Participating Preferred Stock then outstanding shall have been
declared and paid or set apart for payment. During each default
period, all holders of Preferred Stock (including holders of the
Series A Junior Participating Preferred Stock) with dividends in
arrears in an amount equal to six (6) quarterly dividends thereon,
voting as a class, irrespective of series, shall have the right to
elect two (2) directors.
(ii) During any default period, such voting right of
the holders of Series A Junior Participating Preferred Stock may be
exercised initially at a special meeting called pursuant to
subparagraph (iii) of this Section 3(C) or at any annual meeting of
stockholders, and thereafter at annual meetings of stockholders,
provided that such voting right shall not be exercised unless the
holders of ten percent (10%) in number of shares of Preferred Stock
outstanding shall be present in person or by proxy. The absence of a
quorum of the holders of Common Stock shall not affect the exercise by
the holders of Preferred Stock of such voting right.
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At any meeting at which the holders of Preferred Stock shall exercise
such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect directors to fill
such vacancies, if any, in the Board of Directors as may then exist up
to two (2) directors or, if such right is exercised at an annual
meeting, to elect two (2) directors. If the number which may be so
elected at any special meeting does not amount to the required number,
the holders of the Preferred Stock shall have the right to make such
increase in the number of directors as shall be necessary to permit
the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect directors in
any default period and during the continuance of such period, the
number of directors shall not be increased or decreased except by vote
of the holders of Preferred Stock as herein provided or pursuant to
the rights of any equity securities ranking senior to or pari passu
with the Series A Junior Participating Preferred Stock.
(iii) Unless the holders of Pre-ferred Stock shall,
during an existing default period, have previously exercised their
right to elect directors, the Board of Directors may order, or any
stockholder or stockholders owning in the aggregate not less than ten
percent (10%) of the total number of shares of Pre-ferred Stock
outstanding, irrespective of series, may request, the calling of
special meeting of the holders of Preferred Stock, which meeting shall
thereupon be called by the President, a Vice-President or the
Secretary of the Corporation. Notice of such meeting and of any
annual meeting at which holders of Preferred Stock are entitled to
vote pursuant to this Paragraph (C)(iii) shall be given to each holder
of record of Preferred Stock by mailing a copy of such notice to him
or her at his or her last address as the same appears on the books of
the Corporation. Such meeting shall be called for a time not earlier
than 20 days and not later than 60 days after such order or request or
in
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default of the calling of such meeting within 60 days after such order
or request, such meeting may be called on similar notice by any
stockholder or stockholders owning in the aggregate not less than ten
percent (10%) of the total number of shares of Pre-ferred Stock
outstanding. Notwithstanding the provisions of this Paragraph
(C)(iii), no such special meeting shall be called during the period
within 60 days immediately preceding the date fixed for the next
annual meeting of the stockholders.
(iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation if applicable,
shall continue to be entitled to elect the whole number of directors
until the holders of Preferred Stock shall have exercised their right
to elect two (2) directors voting as a class, after the exercise of
which right (x) the directors so elected by the holders of Preferred
Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period,
and (y) any vacancy in the Board of Directors may (except as provided
in Paragraph (C)(ii) of this Section 3) be filled by vote of a
majority of the remaining directors theretofore elected by the holders
of the class of stock which elected the Director whose office shall
have become vacant. References in this Paragraph (C) to directors
elected by the holders of a particular class of stock shall include
directors elected by such directors to fill vacancies as provided in
clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a class to
elect directors shall cease, (y) the term of any directors elected by
the holders of Preferred Stock as a class shall terminate, and (z) the
number of directors shall be such number as may be provided for in the
certificate of incorporation or by-laws irrespective of any increase
made pursuant to
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the provisions of Paragraph (C)(ii) of this Section 3 (such number
being subject, however, to change thereafter in any manner provided by
law or in the certificate of incorporation or by-laws). Any vacancies
in the Board of Directors effected by the provisions of clauses (y)
and (z) in the preceding sentence may be filled by a majority of the
remaining directors.
(D) Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Junior Participating 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 shares of
Series A Junior Participating Preferred Stock outstanding shall have been paid
in full, the Corporation shall not
(i) declare or pay dividends on, make any
other distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock;
(ii) declare or pay dividends on or make any
other distributions on any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with
the Series A Junior Participating Preferred Stock, except dividends
paid ratably on the Series A Junior Participating Preferred Stock and
all such parity stock on which dividends are payable or in arrears in
proportion to
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the total amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise
acquire for consideration shares of any stock ranking on a parity
(either as to dividends or upon liquida- tion, dissolution or winding
up) with the Series A Junior Participating Preferred Stock, provided
that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of any
stock of the Corporation ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series A Junior
Participating Preferred Stock; or
(iv) purchase or otherwise acquire for
consideration any shares of Series A Junior Participating Preferred
Stock, or any shares of stock ranking on a parity with the Series A
Junior Participating Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under Paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized
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but unissued shares of Preferred Stock and may be reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors, subject to the conditions and restrictions on issuance set
forth herein.
Section 6. Liquidation, Dissolution or Winding Up. (A) Upon
any liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received $1,000 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the "Series A Liquidation Preference"). Following the
payment of the full amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series A
Junior Participating Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in
subparagraph (C) below to reflect such events as stock splits, stock dividends
and recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number"). Following the payment of the full amount of
the Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series A Junior Participating Preferred Stock
and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.
(B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of preferred
stock, if any, which rank on a parity
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with the Series A Junior Participating Preferred Stock, then such remaining
assets shall be distributed ratably to the holders of such parity shares in
proportion to their respective liquidation preferences. In the event, however,
that there are not sufficient assets available to permit payment in full of the
Common Adjustment, then such remaining assets shall be distributed ratably to
the holders of Common Stock.
(C) In the event the Corporation shall at any time after the
Rights Declaration Date (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 Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number 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.
Section 7. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any
such case the shares of Series A Junior Participating Preferred Stock shall at
the same time be similarly exchanged or changed in an amount per share (subject
to the provision for adjustment hereinafter set forth) equal to 1,000 times the
aggregate amount of stock, securities, cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common
Stock is changed or exchanged. In the event the Corporation shall at any time
after the Rights Declaration Date (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 set forth in the preceding sentence with
respect to the exchange or change of shares of Series A Junior Participating
Preferred Stock shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of
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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.
Section 8. No Redemption. The shares of Series A Junior
Participating Preferred Stock shall not be redeemable.
Section 9. Amendment. The Restated Certificate of
Incorporation of the Corporation shall not be further amended in any manner
which would materially alter or change the powers, preferences or special
rights of the Series A Junior Participating Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of a majority or
more of the outstanding shares of Series A Junior Participating Preferred
Stock, voting separately as a class.
Section 10. Fractional Shares. Series A Junior Participating
Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holders fractional shares, to exercise voting
rights, receive dividends, participate in distributions and to have the benefit
of all other rights of holders of Series A Junior Participating Preferred
Stock.
IN WITNESS WHEREOF, I have executed and subscribed this
Certificate and do affirm the foregoing as true under the penalties of perjury
this 8th day of January, 1996.
HELMERICH & PAYNE, INC.
/S/ Hans Helmerich
-----------------------------
Name: Hans Helmerich
Title: President
11