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EXHIBIT 3.1
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
NORTHWESTERN STEEL AND WIRE COMPANY
ARTICLE ONE: The name under which the Corporation was originally
(amended) incorporated was:
NORTH WESTERN BARB WIRE COMPANY
The corporation was incorporated on March 20, 1879.
The name of the Corporation was changed, on June 11, 1947,
to:
NORTHWESTERN STEEL AND WIRE COMPANY
ARTICLE TWO: The name and address of the registered agent and his
(amended) registered office is:
Registered Agent: E. G. Maris
Registered Office: 121 Wallace Street
Sterling, IL 61081-3558
ARTICLE THREE: The purpose for which the Corporation is organized is to
(amended) transact any or all lawful businesses for which
corporations may be incorporated under the Business
Corporation Act of 1983.
ARTICLE FOUR: The authorized shares of the Corporation are 26,000,000
(amended) shares, consisting of (i) 25,000,000 shares of Common Stock,
par value $0.01 per share, and (ii) 1,000,000 shares of
Preferred Stock, par value $1.00 per share. Subject to the
provisions of the following sentence, the Board of
Directors, at any time and from time to time, is expressly
vested with, and shall have, the full power and authority:
(1) to fix by resolution one or more series of shares
within the Preferred Stock, par value $1.00 per share,
which series may have variations as to the rights and
preferences relative to the rate of dividend, the price at
and terms and conditions on which shares may be redeemed,
the amount payable upon shares in the event of involuntary
liquidations, the amount payable upon shares in the event
of voluntary
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liquidation, sinking fund provisions for the redemption or
purchase of shares, the terms and conditions on which shares
may be converted if the shares of any series are issued with
the privilege of conversion, and the limitation or denial of
voting rights or the grant of special voting rights, and
which shall be issued under such terms and conditions and in
such form and manner as shall be stated and expressed in the
resolution or resolutions providing for the issuance of such
shares adopted by the Board of Directors pursuant to this
authority and without further authorization from the
shareholders; and (2) to cause shares of any authorized
series to be issued for any consideration permitted by law.
ARTICLE FIVE: Effective upon the filing of these Second Amended and
(amended) Restated Articles of Incorporation with the Secretary of
State of Illinois and the issuance of a certificate of
amendment by the Secretary of State with respect thereto,
the Corporation's Class A Common Shares, $.01 par value per
share, and Class B Common Shares, $.01 par value per share,
shall be reclassified as a single class of Common Stock,
$.01 par value, and each Class A Common Share (or fractional
share thereof) and each Class B Common Share (or fractional
share thereof) shall, automatically and without any action
on the part of any holder thereof, be reclassified into one
share of Common Stock (or an equal fractional share thereof
in the case of fractional shares). Until surrendered to the
Corporation in exchange for certificates representing Common
Stock, each certificate formerly representing Class A Common
Shares or Class B Common Shares shall be deemed for all
corporate purposes to represent an equal number of shares of
Common Stock. Giving effect to such reclassification, the
number of shares issued by the Corporation, and the
consideration received therefor, as of the date of these
Second Amended and
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Restated Articles of Incorporation are as follows:
Par Value Number of Consideration
Class Per Share Shares Issued Received Therefor
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Common Stock $0.01 7,653,577.7400 $36,265,555
ARTICLE SIX: No class of shares of the Corporation shall have any
(amended) pre-emptive or preferential right to subscribe to or
purchase any shares of any class of the Corporation whether
now or hereafter authorized, or whether the same shall be
new or additional shares or shares or securities of any kind
convertible into, or evidencing or carrying the right to
purchase shares of the Corporation of any class now or
hereafter issued or sold or authorized whether the same
shall be issued for cash, services, property or otherwise,
nor any right to subscribe to or purchase any thereof other
than such thereof, if any, as the Board of Directors may in
its discretion from time to time determine, and at such
price or prices as the Board of Directors may from time to
time fix and determine and as may be permitted by law. This
Article Six shall not affect the enforceability of any
contract entered into by the Corporation with any other
party or parties permitting such party or parties to
subscribe for any shares of the Corporation.
ARTICLE SEVEN: The affirmative vote of the holders of a majority of the
(restated) outstanding shares of the Corporation entitled to vote
thereon shall be required to approve a proposed plan of
merger, consolidation or exchange in accordance with Section
11.20 of the Business Corporation Act of 1983.
ARTICLE EIGHT: Shareholders of the Corporation shall not have cumulative
(amended) voting rights in any circumstance.
ARTICLE NINE: The duration of this Corporation shall be perpetual.
(restated)
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ARTICLE TEN: The number of directors of the Corporation shall be fixed by
(restated) the By-Laws of the Corporation as in effect from time to
time.
ARTICLE ELEVEN: Any amendment to these Articles of Incorporation shall
(restated) require the affirmative vote of the holders of a majority of
the outstanding shares entitled to vote on such amendment.
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