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[Sec of State Stamp]
EXHIBIT 3.9
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CERTIFICATE OF INCORPORATION
OF
McINTOSH PRODUCTS, INC.
1. The name of the corporation is:
McIntosh Products, Inc.
2. The address of its registered office in the state of Delaware is 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 purpose to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.
4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1,000) and the par value of each of the
shares is One Dollar ($1.00) amounting in the aggregate to One Thousand Dollars
($1,000).
5. The board of directors is authorized to make, alter, or repeal
the Bylaws of the corporation. Election of directors need not be by ballot.
6. The name and mailing address of the incorporator is:
Sharon O'Brien
21001 Van Born Road
Taylor, Michigan 48180
I, the undersigned, being the incorporator of the above-named corporation,
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
hereunder set my hand on this 13th day of December, 1991.
/s/ Sharon O'Brien
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Sharon O'Brien
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[Sec of State Stamp]
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
McIntosh Products, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the "Company"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Company, by unanimous written
consent of its members, adopted a resolution proposing and declaring advisable
the following amendment to the Certificate of Incorporation of the Company:
RESOLVED, that Article 1 of the Certificate of Incorporation of
McIntosh Products, Inc. be amended to read as follows:
The name of the Company is MascoTech Stamping Technologies, Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to the amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this certificate to be signed
by Timothy Wadhams, its Vice President and attested by Barry J. Silverman, its
Secretary, this 25th day of June, 1993.
MCINTOSH PRODUCTS, INC.
By: /s/ Timothy Wadhams
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Timothy Wadhams
Vice President
ATTEST:
By: /s/ Barry J. Silverman
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Barry J. Silverman
Secretary
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CERTIFICATE OF MERGER
OF
GLASPIE ENGINEERING, INC.
INTO
MASCOTECH STAMPING TECHNOLOGIES, INC.
The undersigned corporation
DOES HEREBY CERTIFY:
FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:
NAME STATE OF INCORPORATION
MascoTech Stamping Technologies, Inc. Delaware
Glaspie Engineering, Inc. Michigan
SECOND: That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.
THIRD: That the name of the surviving corporation of the merger is
MascoTech Stamping Technologies, Inc., a Delaware corporation.
FOURTH: That the Certificate of Incorporation of MascoTech Stamping
Technologies, Inc., a Delaware corporation which is surviving the merger, shall
be the Certificate of Incorporation of the surviving corporation.
FIFTH: That the executed Agreement of Merger is on file at the principal
place of business of the surviving corporation, the address of which is 1350
Hamlin Road, Rochester Hills, Michigan 48309-3361.
SIXTH: That a copy of the Agreement of Merger will be furnished on request
and without cost, to any stockholder of any constituent corporation.
SEVENTH: The authorized capital stock of each foreign corporation which is
a party to the merger is as follows:
Corporation Class Number of Shares Per value per
Authorized share or
statement that
shares are
without par value
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Glaspie Engineering, Inc. Common 1,000 $1.00
EIGHTH: That this Certificate of Merger shall be effective on July 1, 1995.
Dated: June 19, 1995
MASCOTECH STAMPING TECHNOLOGIES, INC.
By: /s/ Timothy Wadhams
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Timothy Wadhams
Vice President
ATTEST
By: /s/ Barry J. Silverman
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Barry J. Silverman
Secretary
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[Sec. of State Stamp]
CERTIFICATE OF AMENDMENT TO CERTIFICATE
OF INCORPORATION OF
MascoTech Stamping Technologies, Inc.
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Adopted in accordance with
the provisions of Section 242 of
the General Corporation Law of
the State of Delaware
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The undersigned, Anthony A. Barone, being the Vice President, Chief
Financial Officer and Assistant Secretary of MascoTech Stamping Technologies,
Inc., a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:
1. That the Board of Directors of the Corporation pursuant to written
consent and in accordance with Sections 141(1) and 242 of the General
Corporation Law of the State of Delaware, adopted the resolution set forth
below:
RESOLVED, that the Certificate of incorporation of the Corporation be
amended by deleting ARTICLE I thereof in its entirety and inserting in its
place ARTICLE I to read as set forth below:
"1. The name of the Corporation is Tower Automotive Delaware, Inc."
2. That the sole stockholder of the Corporation, by written consent,
approved and adopted the amendment in accordance with Sections 228 and 242 of
the General Corporation law of the State of Delaware.
3. The foregoing amendment has been duly adopted pursuant to the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
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IN WITNESS WHEREOF, the undersigned, being the Vice President, Chief
Financial Officer and Assistant Secretary hereinabove named, for the purpose of
amending the Certificate of Incorporation of the Corporation pursuant to the
General Corporation Law of the State of Delaware, under penalties of perjury
does hereby declare and certify that this is the act and deed of the
Corporation and the facts stated herein are true, and accordingly has hereunto
signed this Amendment to the Certificate of Incorporation this 31st day of May,
1996.
/s/ Anthony A. Barone
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Anthony A. Barone