EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NEENAH FOUNDRY COMPANY
(Under Section 180.1008 of the Business Corporation Law of the State of
Wisconsin)
The undersigned, being a duly elected officer of Neenah Foundry Company, a
corporation organized and existing under and by virtue of the Business
Corporation Law of the State of Wisconsin (the "Corporation"), does hereby
certify as follows:
1. That the Corporation filed its original Articles of Incorporation with
the Wisconsin Secretary of State on February 23,1987 (the "Certificate").
2. That the Corporation filed a voluntary petition under chapter 11 of
title 11 of the United States Code, as amended with the Bankruptcy Court of
Delaware on August 5, 2003, and that this Certificate is being filed pursuant to
Section 180.1008 of the Business Corporation Law of the State of Wisconsin and
shall become effective pursuant to the Prepackaged Joint Plan of Reorganization
of ACP Holding Company, NFC Castings, Inc., Neenah Foundry Company and certain
of its subsidiaries filed with the Delaware Bankruptcy Court on August 5, 2003,
and amended on September 17, 2003, without further action by the board of
directors or shareholders of the Corporation pursuant to the Bankruptcy Court
Confirmation Order dated September 25, 2003. The Corporation's Certificate is
restated in its entirety to read as set forth in Exhibit A attached hereto and
made a part hereof (the "Restated Certificate").
3. That the Bankruptcy Court of Delaware has jurisdiction of the
bankruptcy proceedings under chapter 11 of title 11 of the United States Code,
as amended.
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
NEENAH FOUNDRY COMPANY
The following Amended and Restated Articles of Incorporation duly adopted
pursuant to the authority and provisions of the Wisconsin Business Corporation
Law, Chapter 180 of the Wisconsin Statutes ("WBCL"), supersede and take the
place of the existing articles of incorporation and any amendments thereto.
ARTICLE ONE
The name of the corporation is Neenah Foundry Company (hereinafter called
the "Corporation").
ARTICLE TWO
The purpose for which the Corporation is organized are to engage in any
lawful activity within the purposes for which a corporation may be organized
under the WBCL, chapter 180 of the Wisconsin Statutes.
ARTICLE THREE
The total number of shares which the Corporation shall have the authority
to issue is One Thousand (1,000) shares, all of which shall be shares of Class A
Common Stock, with a par value of $100.00 (One Hundred) per share.
ARTICLE FOUR
The number of the board of directors shall be fixed by or in the manner
provided in the Bylaws.
ARTICLE FIVE
The address of the Corporation's registered office in the state of
Wisconsin is 25 West Main Street, Madison, Wisconsin 53703. The name of its
registered agent at such address is CSC-Lawyers Incorporating Service Company.
ARTICLE SIX
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE SIX shall not adversely affect
any right or protection of a director of the Corporation existing at the time of
such repeal or modification.
ARTICLE SEVEN
The Corporation shall not issue nonvoting equity securities.
ARTICLE EIGHT
The Corporation reserves the right to amend or repeal any provisions
contained in this Certificate of Incorporation from time to time and at any time
in the manner now or hereafter prescribed by the laws of the State of Wisconsin,
and all rights conferred upon stockholders and directors are granted subject to
such reservation.
* * * *
IN WITNESS WHEREOF, the undersigned, for the purpose of amending and
restating the Articles of Incorporation of the Corporation pursuant to the
Business Corporation Law of the State of Wisconsin, 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
Certificate this 8th day of October, 2003.
By: /s/ Gary W. LaChey
--------------------------
Gary W. LaChey
Chief Financial Officer,
Vice President - Finance,
Treasurer and Secretary
IN THE UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
) Chapter 11
)
ACP Holding Company, et al.,(1) ) Case No. 03-12414 (PJW)
) (JOINTLY ADMINISTERED)
)
Debtors, ) RELATED DOCKET NO. 137
ORDER CONFIRMING AMENDED PREPACKAGED JOINT PLAN OF
REORGANIZATION OF ACP HOLDING COMPANY, NFC CASTINGS, INC.,
NEENAH FOUNDRY COMPANY AND CERTAIN OF ITS SUBSIDIARIES
UNDER CHAPTER 11 OF THE BANKRUPTCY CODE
The above-captioned debtors and debtors in possession (collectively, the
"Debtors") having filed voluntary petitions for relief under chapter 11 of title
11 of the United States Code (as amended, the "Bankruptcy Code") on August 5,
2003 (the "Petition Date"); the Debtors having filed on the Petition Date the
Prepackaged Joint Plan of Reorganization of ACP Holding Company, NFC Castings,
Inc. Neenah Foundry Company and Certain of its Subsidiaries Under Chapter 11 of
the Bankruptcy Code (the "Original Plan") and the Disclosure Statement dated as
of July 1,2003(2) the Debtors having distributed the Original Plan and the
Disclosure Statement to all Holders of Impaired Claims against the Debtors,
together with a solicitation of votes to accept or reject the Plan, beginning on
or about July 2, 2003, the Affidavit
- ----------
(1) The Debtors consist of the following entities: ACP Holding Company, NFC
Casting, Inc.,Neenah Foundry Company, Cast Alloys, Inc. Neenah Transport,
Inc., Advanced Cast Products, Inc., Gregg Industries, Inc. Merer Forge
Corporation, Deeter Foundry, Inc., Dalton Corporation, Belchere
Corporation, Peerless Corporation, A&M Specialies, Inc., Dalton
Corporation, Warsaw Manufacturing Facility, Dalton Corporation, Ashland
Manufacturing facility, Dalton Corporation, Kendallville Manufacturing
Facility, Dalton Corporation, Stryker Machining Facility.
(2) Unless otherwise specified, capitalized terms and phrases used herein have
the meaning assigned to them in the Plan. The rules of interpretation set
forth in Article I.A of the Plan shall apply to these Findings of Fact,
Conclusions of Law and Order (this "confirmation order"). In accordance
with section iii.B of the Confirmation Order, if there is any direct
conflict between the (terms of the Plan and the terms of this Confirmation
Order, the terms of this is Confirmation Order shall control.
Ss, 178.50,
180.0124,
181.0124 State of Wisconsin
188.0112 DEPARTMENT OF FINANCIAL INSTITUTIONS
Wis. Stats. Division of Corporate & Consumer Services
ARTICLES OF CORRECTION
1. Neenah Foundry Company
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(Name of the corporation, limited liability company, or limited liability
partnership before any correction that may be affected by these articles
of correction)
2. Amended and Restated Cert. of Incorporation filed with the Department of
Financial
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(Describe the document)
Institutions on October 8, 2003 (date) was
[X] Incorrect at the time of filing (Complete items 1, 2, 3,4 & 6)
[ ] Defectively executed (Complete items 1,2,3 & 5) { (X) Check any that apply
[ ] Defective in attestation, seal, verification or acknowledgment (Complete
items 1,2,3 & 6)
3. Describe the defect(s): (Specify the incorrect statement and the reason why
it is incorrect, or the manner in which the execution is defective.)
Article Six refers to the laws of the State of Delaware, which is incorrect
since Neenah Foundry Company is a Wisconsin corporation
4. Enter the statement in its corrected condition:
The first sentence in Article Six should read as follows:
"To the fullest extent permitted by the Business Corporation Law of the State
of Wisconsin as the same exists or may hereafter be amended, a director of this
corporation shall not be liable to the corporation or its stockholders for
monetary damages for a breach of fiduciary duty at a director."
FILING FEE - Business corporation, limited liability company or limited
liability partnership - S40.00; Nonstock (including non-profit) corporation -
$10.00. See instructions, suggestions and procedures on following pages.
DFI/CORP/53(R0Z-10-03) Use of this form is voluntary.
4. Enter the statement in its corrected condition (cont'd):
5. Make the corrected execution:
Executed on
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(Date) (Signature)
Select and mark (X) below the appropriate title
-------------------------------
of the person executing the document. (Printed name)
For a corporation For a limited liability company
Title: [ ] President [ ] Secretary Title: [ ] Member OR [ ] Manager
or other officer title____________
For a limited liability partnership
Title: [ ] Partner
6. Executed on 12/05/03 /s/ Gary Lachey
(Date) -------------------------------
(Signature)
Select and mark (X) below the appropriate title Gary LaChey
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of the person executing the document. (Printed name)
For a corporation For a limited liability company
Title: [ ] President [ ] Secretary Title:[ ] Member OR [ ] Manager
or other officer title Corporate V.P. Finance
For a limited liability partnership
Title: [ ] Partner
This document was drafted by Cindy R. Reilly
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(Name the individual who drafted the document)
DFI/CORP/53(R02-10-03)