1
Exhibit 3(a)(1)
---------------
Certificate of Amendment by Shareholders
to Articles of The Scotts Company reflecting
adoption of amendment to Article FOURTH of
Amended Articles of Incorporation by the
shareholders of The Scotts Company on
January 18, 2001, as filed with
Ohio Secretary of State on January 18, 2001
2
[SECRETARY OF STATE PRESCRIBED BY J. KENNETH BLACKWELL
OF OHIO SEAL LOGO] Expedite this form
[X] Yes
Please obtain fee amount and mailing instructions
from the FORMS INVENTORY LIST (using the 3 digit
form # located at the bottom of this form). To
obtain the FORMS INVENTORY LIST or for
assistance, please call Customer Service:
Central Ohio: (614)-466-3910
Toll Free: 1-877-SOS-FILE (1-877-767-3453)
CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO ARTICLES OF
The Scotts Company
- --------------------------------------------------------------------------------
(Name of Corporation)
878361
-----------------------------------
(charter number)
G. Robert Lucas, who is the Secretary
--------------------------------------- ------------------
(name) (title)
of the above named Ohio corporation organized for profit, does hereby certify
that: (Please check the appropriate box and complete the appropriate
statements.)
[X] a meeting of the shareholders was duly called and held on January 18,
2001 , at which meeting a quorum the shareholders was present in person
or by proxy, and that by the affirmative vote of the holders of shares
entitling them to exercise ___% of the voting power of the corporation,
[ ] in a writing signed by all the shareholders who would be entitled to
notice of a meeting held for that purpose, the following resolution to
amend the articles was adopted:
RESOLVED, that Article FOURTH of the Company's Amended Articles of
Incorporation be, and it hereby is, amended in its entirety to read as
set forth on page 12 of the definitive printed proxy statement
delivered to the shareholders in connection with this meeting and
presented to the shareholders at this meeting, which amendment shall be
included in Exhibit B to the minutes of this meeting.
[See Exhibit A, attached hereto for the text of the amendment to
Article FOURTH as adopted in the foregoing resolution.]
IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the
corporation, has hereunto subscribed his name on January 18, 2001
--------- ----------------
(his/her) (date)
Signature: /s/ G. Robert Lucus
-----------------------------------
Title: Secretary
-----------------------------------
Page 1 of 1
3
EXHIBIT A
FOURTH: The authorized number of shares of the corporation shall be One
Hundred Million, One Hundred and Ninety-Five Thousand (100,195,000), consisting
of One Hundred Million (100,000,000) common shares, each without par value, and
One Hundred and Ninety-Five Thousand (195,000) preferred shares, each without
par value.
The directors of the corporation are authorized to adopt amendments to
the Amended Articles of Incorporation in respect of any unissued preferred
shares and thereby to fix or change, to the fullest extent now or hereafter
permitted by Ohio law: the division of such shares into series and the
designation and authorized number of shares of each series; the dividend or
distribution rights; dividend rate; liquidation rights, preferences and price;
redemption rights and price; sinking fund requirements; voting rights;
pre-emptive rights; conversion rights; restrictions on issuance of shares; and
such other rights, preferences and limitations as shall not be inconsistent with
this Article FOURTH.