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EXHIBIT 3.11
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION OF THE PULLMAN COMPANY
Pursuant to Section 245 and Section 303 of the General Corporation Law
of the State of Delaware
The Pullman Company, a corporation organized and existing under and by
virtue of the laws of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:
1. The name of the Corporation is The Pullman Company. The Corporation
was originally incorporated under the name Pullman Standard Inc., and the
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on March 25, 1981.
2. This Amended and Restated Certificate of Incorporation amends,
restates and integrates the Corporation's Restated Certificate of Incorporation,
as amended to date, in its entirety and is intended to supersede the
Corporation's prior Certificate of Incorporation, as amended and restated, in
all respects.
3. Provision for the making of this Amended and Restated Certificate of
Incorporation is contained in an order dated December 19, 1994 of the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") in
In re The Pullman Company et al., Case Nos. 94-1129-1131 confirming the joint
plan of reorganization (the "Plan") of Pullman Holding Corp., Pullman
Intermediate Corp., and The Pullman Company.
4. This Amended and Restated Certificate of Incorporation has been duly
executed by the officers of the Corporation so designated in the Bankruptcy
Court order in accordance with the applicable provisions of Sections 245 and 303
of the General Corporation Law of the State of Delaware.
5. This Amended and Restated Certificate of Incorporation shall become
effective on December 22,1994.
6. The text of the Corporation's Restated Certificate of Incorporation
is hereby amended and restated to read in its entirety as follows.
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FIRST: Corporate Title. The name of the Corporation is
The Pullman Company.
SECOND: Registered Office. The address of the Corporation's
registered office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, Delaware 1981.
The name of its registered agent at that address is The Corporation Trust
Company.
THIRD: Purpose. The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware (the "Delaware Corporation Law").
FOURTH: A. Authorized Shares. The total number of shares of capital
stock which the Corporation shall have the authority to issue is eleven million
one hundred eleven thousand one hundred and eleven (11,111,111) shares, par
value $.01 per share, which shall be designated Common Stock. The shares of
Common Stock shall be divided into two series of which eight million one hundred
eleven thousand one hundred and eleven (8,111,111) shares shall be designated
Series A Common Stock (the "Series A Stock") and three million (3,000,000)
shares shall be designated Series B Common Stock (the "Series B Stock"). Except
as otherwise set forth in this Amended and Restated Certificate of
Incorporation, all shares of Common Stock shall be identical and shall entitle
the holders thereof to the same rights and privileges. In accordance with
Section 1123(a)(6) of Title 11 of the United States Code, as amended, and as in
effect on the date of this Amended and Restated Certificate of Incorporation,
the Corporation shall not issue any nonvoting equity securities until all
payments and distributions to be made under the Plan shall have been made.
B. Common Stock.
1. Dividends; Repurchase. The holders of the Series A Stock and the
Series B Stock shall have the same rights to, and the respective holders of the
Series A Stock and Series B Stock shall participate ratably in, when and if
declared by the Board of Directors, out of the assets of the Corporation which
are by law available therefor, dividends payable either in cash, in property, or
in shares of Common Stock. Any dividend paid in shares of Common Stock shall
only be paid in shares of Series A Stock. So long as any shares of Series B
Stock are issued and outstanding (i) the Corporation will not offer to redeem
any shares of its Common Stock unless it does so pursuant to an offer made pro
rata to all holders of Common Stock of the Corporation, (ii) if the Corporation
seeks to purchase or otherwise reacquire any shares of its Common Stock, it will
do so pursuant to a tender offer made to all holders of the Common Stock of the
Corporation and (iii) the Corporation will not issue rights to purchase, or
offer to issue or sell, shares of its Common Stock or its subsidiaries' common
stock, to holders of
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its Common Stock unless such rights are issued or such offer is made pro rata to
all holders of the Common Stock of the Corporation.
2. Voting Rights. (a) Except as required by law or as otherwise
provided herein, the respective holders of the Series A Stock and Series B Stock
shall vote on all matters as a single class, together with the holders of any
shares of any other class or series of stock of the Corporation entitled to vote
therewith, and at every annual or special meeting of stockholders of the
Corporation, every holder of Common Stock shall be entitled to one vote, in
person or by proxy for each share of Common Stock standing in his/her name on
the books of the Corporation.
(b) From and after the Conversion Date (as defined in Article
FOURTH hereof), the provisions in this Amended and Restated Certificate of
Incorporation requiring class voting by holders of shares of Common Stock shall
thereupon terminate.
(c) Any action to be taken on any of the matters listed below
must be approved by, and the Corporation agrees that it shall not take any
action with respect to any of the matters listed below without the approval of,
a majority of the Series A Directors then in office (as defined below) and all
of the Series B Directors then in office (as defined below):
(i) any transaction involving a merger, business combination,
consolidation or other reorganization involving the Corporation, to the
extent any such transaction contemplates that the holders of Series A
Stock would receive different amounts or forms of consideration in such
transaction than the holders of Series B Stock would receive; or
(ii) any transaction between (x) the Corporation and/or any of
its subsidiaries and (y) the holders of shares of Series A Stock and/or
any of their Affiliates (as defined below).
3. Liquidation, Dissolution, or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution, or winding up of the affairs
of the Corporation, after payment or provision for payment of the debts and
other liabilities of the Corporation, the holders of all outstanding shares of
Common Stock shall be entitled to share ratably in the remaining net assets of
the Corporation.
4. Conversion of Series B Stock to Series A Stock.
(a) Definitions. For the purposes of this Amended and Restated
Certificate of Incorporation, the following terms shall have the meanings set
forth below:
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"Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise.
"Conforma Clad Public Offering" means any offering of the Common
Stock of the Corporation, the proceeds of which are used to finance the
operations of the Corporation's Conforma Clad division.
"Conversion Date" means the first date on which there are no
outstanding shares of Series B Stock. For purposes of determining outstanding
shares of Series B Stock hereunder, shares of Series B Stock held by the Company
or any of its Affiliates shall no longer be deemed to be outstanding.
"Person" means any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.
(b) Mandatory Conversion of All Shares of Series B Stock. Each
outstanding share of Series B Stock shall automatically, and without any further
action by the Corporation or the holders thereof, convert into a share of Series
A Stock, on a basis of one share of Series A Stock for one share of Series B
Stock, immediately upon the date of, and immediately prior to, the closing of a
primary public offering of any shares of Common Stock other than a Conforma Clad
Public Offering or a secondary public offering of shares of Common Stock in
which holders of Series B Stock have had the opportunity to register their
shares.
(c) Optional Exchange of Series B Stock. The holder of any shares
of Series B Stock shall have the right at such holder's option, at any time or
from time to time, to exchange such shares of Series B Stock for fully paid and
nonassessable shares of Series A Stock. The holder of any shares of Series B
Stock may exercise this exchange right by surrendering to the Corporation the
certificate or certificates for the shares of Series B Stock to be exchanged,
accompanied by a written notice stating that the holder elects to exchange all
or a portion of the shares represented thereby. Each share of Series B Stock so
surrendered for exchange shall be exchanged for one share of Series A Stock. The
exchange shall be deemed to have been effected on the date when delivery of
notice of an election to exchange and certificates for shares of Series B Stock
is made, and the Corporation shall issue and deliver to such holder in
accordance with paragraph (d) below a certificate or certificates representing
shares of Series A Stock and Series B Stock, if any, issuable to such holder in
respect of the shares of Series B Stock represented by the certificates
surrendered for exchange.
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(d) Surrender/Reissuance. Upon surrender to the Corporation of a
certificate formerly representing shares of Series B Stock all or a part of
which have been exchanged for (or are to be exchanged for) Series A Stock, the
Corporation or the transfer agent of the Corporation shall cancel the
surrendered certificate for Series B Stock and issue (i) if all the shares of
Series B Stock represented by such surrendered certificate have been exchanged
for (or are to be exchanged for) shares of Series A Stock, a new certificate of
Series A Stock in the same name and in the same denomination as the surrendered
certificate, and (ii) if a portion of the shares of Series B Stock represented
by such surrendered certificate have been exchanged for (or are to be exchanged
for) shares of Series A Stock, a new certificate of Series A Stock in the same
name for the portion of the shares of Series B Stock represented by such
surrendered certificate which have been exchanged for (or are to be exchanged
for) and (b) a new certificate of Series B in the same name for the portion of
the shares of Series B Stock represented by such surrendered certificate which
have not been exchanged (or are not to be exchanged).
5. No Additional Issuance of Series B Stock. Notwithstanding
anything contained in this Amended and Restated Certificate of Incorporation to
the contrary, the Corporation may not issue any additional shares of Series B
Stock or any options, warrants, calls, subscriptions or other similar rights or
other agreements, commitments or outstanding securities obligating the
Corporation to issue, transfer or sell any shares of Series B Stock.
FIFTH: Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall otherwise provide.
SIXTH: A. Board of Directors.
1. Number of Directors: Election of Board prior to the Conversion
Date. Prior to the Conversion Date, the total number of Directors constituting
the Board of Directors of the Corporation shall be seven (7) Directors, five (5)
of whom shall be Series A Directors who shall be elected by the holders of the
Series A Stock (the "Series A Directors"), and two (2) of whom shall be Series B
Directors who shall be elected by the holders of the Series B Stock (the "Series
B Directors"). The initial Directors shall consist of Raynard D. Benvenuti,
Nicholas C. Forstmann, Theodore J. Forstmann, Steven B. Klinsky and Roger G.
Pollazzi, who shall be the Series A Directors, and Donald P. Hilty and Steven M.
Youts, who shall be the Series B Directors. The successors to the initial Series
A Directors shall be nominated by the Series A Directors and the successors to
the Series B Directors shall be nominated by the Series B Directors.
2. Number; Election of Board following the Conversion Date. From and
after the Conversion Date, the Board of Directors of the Corporation shall
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initially consist of the number of Directors in office immediately prior
thereto, and, thereafter, such number as may be fixed in accordance with the
by-laws of the Corporation as in effect from time to time. From and after the
Conversion Date, the Directors shall be elected by the holders of the Common
Stock.
B. Removal of Directors.
1. Prior to the Conversion Date. Prior to the Conversion Date,
any Director may be removed from office without cause, at any time, by the
affirmative vote of stockholders representing not less than a majority of the
holders of the series of Common Stock which elected such Director. Prior to the
Conversion Date, any vacancy created by the removal of a Director shall be
filled only by the holders of the series of Common Stock that elected the
Director that was removed.
2. Following the Conversion Date. From and after the Conversion
Date, any Director may be removed in accordance with the provisions of Delaware
Corporation Law and the by-laws of the Corporation as in effect from time to
time.
C. Vacancies on Board
1. Prior to the Conversion Date. Except as otherwise set forth in
this Amended and Restated Certificate of Incorporation, prior to the Conversion
Date, any vacancy in the Board of Directors, whether arising from death,
resignation, or any other cause (other than removal of an increase in the number
of Directors), may be filled by a majority of the remaining Directors of the
same series as the Director who left the Board of Directors or if only one
Director of such series remains in office, then by such sole Director, in either
case, though less than a quorum; or by the stockholders of the series that
elected such Director at the next annual meeting thereof or at a special meeting
thereof. If there are no remaining Directors of the same series, a special
meeting of stockholders of that series shall be held as soon as possible to
elect the successor. Each Director so elected shall hold office until his
successor shall have been elected and qualified.
2. Following the Conversion Date. From and after the Conversion
Date, any vacancy in the Board of Directors shall be filled in accordance with
the by-laws of the Corporation.
SEVENTH: 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; provided, however, that the foregoing shall not
eliminate or limit the liability of a director (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
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Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware Corporation Law is hereafter amended
to permit further elimination or limitation of the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware
Corporation Law as so amended. Any repeal or modification of this Article
SEVENTH by the stockholders of the Corporation or to otherwise shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.
EIGHTH: Amendment of By-laws. The Board of Directors is expressly
authorized to adopt, amend, or repeal the by-laws of the Corporation.
NINTH: Amendment of Certificate. The Corporation reserves the right to
amend, alter, change or repeal any provision contained in this Amended and
Restated 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. Prior to the Conversion Date, in addition to any
other vote required by law, Articles FOURTH, SIXTH and NINTH may be amended
only with the affirmative vote of the holders of a majority of the issued and
outstanding shares of Series A Stock and Series B Stock, in each case, voting
separately as series.
TENTH: Saving Clause. In the event that any provision (or portion
thereof) of this Amended and Restated Certificate of Incorporation shall be
found to be invalid, prohibited or unenforceable for any reason, the remaining
provisions (or portions thereof) of this Amended and Restated Certificate of
Incorporation shall remain in full and effect, and shall be construed as if such
invalid, prohibited or unenforceable provision had been stricken herefrom or
otherwise rendered inapplicable, it being the intent of the Corporation and its
stockholders that each such remaining provisions (or portion thereof) of this
Amended and Restated Certificate of Incorporation remain, to the fullest extent
permitted by law, applicable and enforceable as to all stockholders
notwithstanding any such finding.
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IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been signed under the seal of the Corporation this 22nd day of
December, 1994.
THE PULLMAN COMPANY
By: /s/ Roger G. Pollazzi
---------------------------
Roger G. Pollazzi
President and
Chief Executive Officer
ATTEST:
By: /s/ Louis D. Mattielli
-------------------------
Louis D. Mattielli
Vice President and
General Counsel
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CERTIFICATE OF MERGER
OF
TENNECO AUTOMOTIVE ACQUISITION INC.
INTO
THE PULLMAN COMPANY
Pursuant to Section 251(c) of the General Corporation Law of the State
of Delaware, The Pullman Company (the "Company"), a Delaware corporation,
hereby certifies as follows:
FIRST: The names and states of incorporation of each of the constituent
corporations are as follows:
Name State of Incorporation
---- ----------------------
The Pullman Company Delaware
Tenneco Automotive Acquisition Inc. Delaware
SECOND: An Agreement and Plan of Merger, entered into as of June 17,
1996, as amended (the "Agreement"), by and among the Company, Monroe Auto
Equipment Company, a Delaware corporation, and Tenneco Automotive Acquisition
Inc. ("Newco") has been approved, adopted, certified, executed and acknowledged
by each of the constituent corporations in accordance with the requirements of
Section 251(c) of the General Corporation Law of the State of Delaware.
THIRD: The name of the surviving corporation is The Pullman Company.
FOURTH: The Amended and Restated Certificate of The Pullman Company
shall be amended in its entirety as set forth in Exhibit A attached hereto.
FIFTH: The executed Agreement is on file at the principal place of
business of the surviving corporation, the address of which is 3 Werner Way,
Suite 200, Lebanon, New Jersey 08833.
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SIXTH: A copy of the Agreement will be furnished by the surviving
corporation, on request and without cost, to any stockholder of any constituent
corporation.
SEVENTH: This Certificate of Merger shall be effective on July 1, 1996.
THE PULLMAN COMPANY
By: /s/ Virginia L. Kearns
------------------------------------
Name: Virginia L. Kearns
Title: Vice President of The Pullman
Company
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EXHIBIT A
RESTATED CERTIFICATE OF INCORPORATION
OF
THE PULLMAN COMPANY
The Restated Certificate of Incorporation of The Pullman Company is as
follows:
Article 1. The name of the corporation is:
The Pullman Company
Article 2. The address of its registered office in the State of
Delaware is Corporation Trust Center, 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.
Article 3. The nature of the business or purposes 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.
Article 4. The total number of shares of stock which the corporation
shall have authority to issue is two hundred (200) and the par value of each of
such shares is Five Dollars ($5.00) amounting in the aggregate to One Thousand
Dollars ($1,000).
Article 5. The board of directors is authorized to make, alter or
repeal the by-laws of the corporation. Election of directors need not be
written ballot.
Article 6. The corporation is to have perpetual existence.
Article 7. Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.
Article 8. A director of the Corporation shall not be personally
liable to the
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Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that the foregoing shall not eliminate or
limit the liability of a director (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 General Corporation Law of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit. If the General Corporation Law is hereafter amended to permit further
elimination or limitation of the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the General Corporation Law as so amended. Any
repeal or modification of this Article 8 by the stockholders of the Corporation
or otherwise shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.
Article 9. 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.
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pursuant to paragraph C of this Article FOURTH, the assets of the Corporation
available to stockholders shall be distributed equally per share to the holders
of Common Stock.
3. Voting Rights. The holders of shares of Common Stock shall be
entitled to one vote in respect of each share held.
C.
The Board of Directors is expressly vested with authority to issue
Preferred Stock from time to time in one or more series, of such rank and with
such distinctive serial designations as may be restated or expressed in the
resolution or resolutions providing for the issue of such stock, and in such
resolution or resolutions providing for the issue of shares of each particular
series. The Board of Directors is also expressly vested with authority to fix
the number of shares constituting such series and to fix:
(1) the rate and times at which, and the conditions under which,
dividends shall be payable on shares of such series, and the status of such
dividends as cumulative or noncumulative and as participating or
non-participating;
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(2) the price or prices, times and terms and conditions, if any,
upon which or at which shares of such series shall be subject to
redemption;
(3) the rights, if any, of holders of shares of such series to
convert such shares into, or to exchange such shares for, shares of other
classes of stock, or series thereof, of the Corporation and the terms and
conditions of such conversion or exchange;
(4) the terms of the sinking fund or redemption or purchase
account, if any, to be provided for shares of such series;
(5) the rights of the holders of shares of such series upon the
liquidation, dissolution or winding up of the affairs of, or upon any
distribution of the assets of, the Corporation;
(6) the limitations, if any, applicable while such series is
outstanding, or the payment of dividends or making of distributions on, or
the acquisition of, or the use of moneys for the purchase of Common Stock;
(7) the full or limited voting rights, if any, to be provided for
shares of such series; and
(8) any other designations, preferences and relative,
participating, optional or other such
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special rights, and qualifications, limitations or restrictions
thereof, of shares of such series;
in each case, so far as not inconsistent with the provisions of this Certificate
of Incorporation, as amended to the date of such resolution or resolutions, and
to the full extent now or hereafter permitted by the laws of the State of
Delaware. All shares of Preferred Stock shall be identical and of equal rank
except as otherwise provided in this Certificate of Incorporation or as may be
fixed by the Board of Directors as provided above; provided, however, that all
shares of each series shall be identical and of equal rank except as to the
times from which cumulative dividends, if any, thereon shall be cumulative. The
amount of the authorized Preferred Stock may be increased or decreased by the
affirmative vote of the holders of a majority of the shares of stock of the
Corporation entitled to vote, without any requirement that such increase or
decrease be approved by a class vote on the part of the Preferred Stock or any
series thereof, or on the part of any other class of stock of the Corporation,
except as may be otherwise provided in this Certificate of Incorporation or in
the above-mentioned resolution or resolutions fixing the voting rights of any
series of the Preferred Stock.
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The Board of Directors is also expressly vested with authority to amend
any of the provisions of any resolution or resolutions providing for the issue
of any series of Preferred Stock, subject to any class voting rights of the
holders of any series of Preferred Stock contained in this Certificate of
Incorporation or in the resolution or resolutions providing for the issue of
such series and subject to the requirements of the laws of the State of
Delaware.
FIFTH: The Corporation is to have perpetual existence.
SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or repeal the by-laws of the Corporation.
SEVENTH: Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be
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designated from time to time by the Board of Directors or in the by-laws of the
Corporation.
EIGHTH: 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.
5. The foregoing Restated Certificate of Incorporation of the
Corporation was duly adopted in accordance with the provisions of Section 245
of the General Corporation Law of Delaware.
IN WITNESS WHEREOF, we have signed this Certificate on behalf of the
Corporation this 15th day of April, 1985.
/s/ Vice President
---------------------------
Vice President
Attest:
/s/ J. E. Marshall
- -----------------------------
Assistant Secretary
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
PULLMAN AEROSPACE, INC.
INTO AND WITH
THE PULLMAN COMPANY
THE PULLMAN COMPANY, a corporation organized and existing under
the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That THE PULLMAN COMPANY was incorporated on the 25th day
of March, 1981, pursuant to the General Corporation Law of the State of
Delaware, the provisions of which permit the merger of a subsidiary corporation
into a parent corporation organized and existing under the laws of said State.
SECOND: That THE PULLMAN COMPANY owns all of the outstanding
shares of the capital stock of PULLMAN AEROSPACE, INC., a corporation
incorporated on the 7th day of November, 1983, pursuant to the General
Corporation Law of the State of Delaware.
THIRD: that, in accordance with the provisions of Section 141(f)
of the General Corporation Law of the State of Delaware, the Board of Directors
of THE PULLMAN COMPANY, duly adopted, by unanimous written consent dated the
31st day of October, 1996, the following resolutions to merge PULLMAN
AEROSPACE, INC. into and with THE PULLMAN COMPANY:
RESOLVED, that THE PULLMAN COMPANY merge, and it hereby
does merge into itself said PULLMAN AEROSPACE, INC. and assumes all of
its obligations; and it is further
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RESOLVED, that the proper officers of the Company be, and they hereby
are, authorized, empowered and directed to execute a Certificate of Ownership
and Merger setting forth a copy of the resolutions to merge said PULLMAN
AEROSPACE, INC. and assume all of the liabilities and obligations for the said
PULLMAN AEROSPACE, INC., and to cause the same to be filed, in the manner
provided by law, and to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be in anywise necessary or proper to
effect said merger.
IN WITNESS WHEREOF, said THE PULLMAN COMPANY has caused this Certificate
to be signed by Robert G. Simpson, its Vice President, this 31st day of October,
1996.
THE PULLMAN COMPANY
/s/ Robert G. Simpson
-------------------------------
Robert G. Simpson
Vice President
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
PULLMAN RSC COMPANY
INTO AND WITH
THE PULLMAN COMPANY
THE PULLMAN COMPANY, a corporation organized and existing under
the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That THE PULLMAN COMPANY was incorporated on the 25th day
of March, 1981, pursuant to the General Corporation Law of the State of
Delaware, the provisions of which permit the merger of a subsidiary corporation
into a parent corporation organized and existing under the laws of said State.
SECOND: That THE PULLMAN COMPANY owns all of the outstanding
shares of the capital stock of PULLMAN RSC COMPANY, a corporation incorporated
on the 12th day of April, 1988, pursuant to the General Corporation Law of the
State of Delaware.
THIRD: That, in accordance with the provisions of Section 141(f)
of the General Corporation Law of the State of Delaware, the Board of Directors
of THE PULLMAN COMPANY, duly adopted, by unanimous written consent dated the
31st day of October, 1996, the following resolutions to merge PULLMAN RSC
COMPANY into and with THE PULLMAN COMPANY:
RESOLVED, that THE PULLMAN COMPANY merge, and it hereby
does merge into itself said PULLMAN RSC COMPANY and assumes all of its
obligations; and it is further
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RESOLVED, that the proper officers of the Company be, and they hereby
are, authorized, empowered and directed to execute a Certificate of Ownership
and Merger setting forth a copy of the resolutions to merge said PULLMAN RSC
COMPANY and assume all of the liabilities and obligations of the said PULLMAN
RSC COMPANY, INC., and to cause the same to be filed, in the manner provided by
law, and to do all acts and things whatsoever, whether within or without the
State of Delaware, which may be in anywise necessary or proper to effect said
merger.
IN WITNESS WHEREOF, said PULLMAN COMPANY has caused this Certificate to
be signed by Robert G. Simpson, its Vice President, this 31st day of October,
1996.
THE PULLMAN COMPANY
/s/ Robert G. Simpson
-------------------------------
Robert G. Simpson
Vice President
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
HOLMES MACHINERY COMPANY
INTO AND WITH
THE PULLMAN COMPANY
THE PULLMAN COMPANY, a corporation organized and existing under
the laws of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That THE PULLMAN COMPANY was incorporated on the 25th day
of March, 1981, pursuant to the General Corporation Law of the State of
Delaware, the provisions of which permit the merger of a subsidiary corporation
into a parent corporation organized and existing under the laws of said State.
SECOND: That THE PULLMAN COMPANY owns all of the outstanding
shares of the capital stock of HOLMES MACHINERY COMPANY, a corporation
incorporated on the 6th day of September, 1988, pursuant to the General
Corporation Law of the State of Delaware.
THIRD: that, in accordance with the provisions of Section 141(f)
of the General Corporation Law of the State of Delaware, the Board of Directors
of THE PULLMAN COMPANY, duly adopted, by unanimous written consent dated the
31st day of October, 1996, the following resolutions to merge HOLMES MACHINERY
COMPANY into and with THE PULLMAN COMPANY:
RESOLVED, that THE PULLMAN COMPANY merge, and it hereby
does merge into itself said HOLMES MACHINERY COMPANY and assumes all of
its obligations; and it is further
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RESOLVED, that the proper officers of the Company be, and they hereby
are, authorized, empowered and directed to execute a Certificate of Ownership
and Merger setting forth a copy of the resolutions to merge said HOLMES
MACHINERY COMPANY and assume all of the liabilities and obligations of the said
HOLMES MACHINERY COMPANY and to cause the same to be filed, in the manner
provided by law, and to do all acts and things whatsoever, whether within or
without the State of Delaware, which may be in anywise necessary or proper to
effect said merger.
IN WITNESS WHEREOF, said THE PULLMAN COMPANY has caused this Certificate
to be signed by Robert G. Simpson, its Vice President, this 31st day of October,
1996.
THE PULLMAN COMPANY
/s/ Robert G. Simpson
-------------------------------
Robert G. Simpson
Vice President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
THE PULLMAN COMPANY
THE PULLMAN COMPANY, 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 pursuant to a written consent of the Board of Directors of
the Company resolutions were adopted setting forth a proposed amendment to the
Certificate of Incorporation of said Company, as amended as of such date (the
"Certificate of Incorporation"), declaring said amendment to be advisable and
directing that the amendment be considered by the sole stockholder of the
Company. The resolution setting forth the proposed amendment is as follows:
"RESOLVED, that the Board of Directors of the Company hereby
approves and declares it advisable that the Certificate of Incorporation
of the Company be amended (the "Amendment") by deleting Article FOURTH
thereof in its entirety and inserting the paragraph set forth below in
lieu thereof:
"Fourth: The total number of shares of stock which the
corporation shall have authority to issue is two hundred fifth
(250) and the par value of each of such shares is Five Dollars
($5.00) amounting in the aggregate to One Thousand Two Hundred
Fifth Dollars ($1,250).
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SECOND: That thereafter, pursuant to the resolution of its Board of
Directors, a written consent of the sole stockholder of the Company was duly
signed, in accordance with Section 228 of the General Corporation Law of the
State of Delaware (the "DGCL"), as required by the DGCL and the Certificate of
Incorporation, adopting the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, said The Pullman Company has caused this
Certificate to be signed as of the 26th day of January, 1998.
THE PULLMAN COMPANY
By: /s/ Karl A. Stewart
-------------------------------
Karl A. Stewart
Vice President and Secretary
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