Exhibit 3.27
Ontario Corporation Number
Numero de la compagnia en Ontario
1500914
January 01, 2002
ARTICLES OF AMALGAMATION
STATUTS DE FUSION
Form 4
Business
Corporations
Act
1. The name of the amalgamated corporation is:
Denomination sociale de la compagnie issue de la fusion:
GOODYEAR CANADA INC.
Formula
numero 4
Loi sur les
compagnies
2. The address of the registered office is:
Adresse du siege social:
450 Kipling Avenue
- --------------------------------------------------------------------------------
(Street & Number, or R.R. Number & If Multi-Office Building give Room No.)
(Rue et numero de la R.R. et, s'il s'agit edifice a bureaux, numero du bureau)
Toronto, Ontario M8Z5E1
- --------------------------------------------------------------------------------
(Name of Municipality or Post Office) (Postal Code/Code postal)
(Nom de la municipalite ou du bureau de poste)
3. Number (or minimum and maximum number) of directors is:
Nombre (ou nombres minimal et maximal) d'administrateurs:
A Minimum of Three (3) and a Maximum of Eleven (11)
4. The director(s) is/are:
Administrateur(s):
First name, initials and surname
Prenom, initiales et nom de famille
Address for service, giving Street & No. or R.R. No., Municipality and Postal
Code
Domicile elu, y compris la rue et le numero, le numero, le numero de la
R.R. ou le nom de la municipalite et le code postal
Resident Canadian State Yes or No
Resident
Canadien
Oui/Non
See Attached
(A) The amalgamation agreement has been duly adopted by the shareholders of
each of the amalgamating corporations as required by subsection 176 (4) of
the Business Corporations Act on the date set out below.
(B) The amalgamation has been approved by the directors of each amalgamating
corporation by a resolution as required by section 177 of the Business
Corporations Act on the date set out below.
The articles of amalgamation in substance contain the provisions of the
articles of Incorporation of
(A) Les actionnaires do chaque compagnie qui fusionne ont dument adopte la
convention de fusion conformement au paragraphe 176 (4) de la Loi sur les
compagnies a la date mentionnee ci-dessous.
(B) Les administrateurs de chaque companie qui fusionne ont approuve la fusion
par voie de resolution conformement a l'article 177 de la Loi sur les
compagnies a la date mentionne ci-dessous. Les statuts de fusion
reprennent essentiellement les dispositions des statuts constitutifs de
GOODYEAR CANADA INC.
and are more particularly set out in these articles.
et sont enonces textuellement aux presents statuts.
Names of amalgamating
corporations Ontario Corporation Number Date of Adoption/Approval
Denomination sociale des Numero de la compagnie en Date d'adoption au
compagnies qui fusionnent Ontario d'approbation
- --------------------------------- --------------------------- --------------------------
Goodyear Canada Inc. 1449155 December 28, 2001
Grandford Manufacturing Inc./ 1506265 December 28, 2001
Le Manufacturier Granford Inc.
4.
RESIDENT
NAME ADDRESS FOR SERVICE CANADIAN
- ------------------- ----------------------------- --------
G. Wayne Barnes 237 Glen Afton Drive, Yes
Burlington Ontario, L7L 1G8
James S. Coulter 87 Brookeview Drive, Yes
Aurora, Ontario, L4G 6R5
Douglas S. Hamilton 1551 Warland Road, Yes
Oakville, Ontario, L6L 1N4
Richard J. Houle 205 Terrasse Maxime, Yes
Ste-Anne de Belle, Quebec, H9X
3W6
John C. Howard 2039 Glenada Crescent, Yes
Oakville, Ontario, L6H 4M7
6. Restrictions, if any, on business the corporation may carry on or on powers
the corporation may exercise.
Limites, s'i1 y a lieu, imposes aux activites commercials ou aux pouvoirs de la
compagnie
None
7. The classes and any maximum number of shares that the corporation is
authorised to issue:
Categories et nombre maximal, s'il y a lieu, d'actions que la compagnie est
autorisee a emettre:
(a) An unlimited number of shares of one class to be designated as "Common
Shares"; and
(b) An unlimited number of shares of one class to be designated as "Preferred
Shares".
8. Rights, privileges, restrictions and conditions (if any) attaching to each
class of shares and directors authority with respect to any class of shares
which may be issued in series:
Droits, privileges, restrictions et conditions, s'il y a lieu, rattaches a
chaque categorie d'actions et pouvoirs des administrateurs relatifs a chaque
categorie d'actions qui peut etre emise en serie:
See Attached
5.
(a) The Common Shares of the Corporation shall have attached thereto the
following rights, privileges, restrictions and conditions:
COMMON SHARES
(i) The Common Shares shall rank junior to the Preferred Shares and
shall be subject in all respects to the rights, privileges,
restrictions and conditions attaching to the Preferred Shares.
(ii) The Holders of the common Shares shall be entitled to receive
dividends and the Corporation shall pay dividends thereon if, as and
when declared by the Board of Directors of the Corporation, out of
the moneys of the Corporation properly applicable to the payment of
the dividends, in such amounts and in such form as the Board of
Directors of the Corporation may from time to time determine and all
dividends which the directors may declare on the Common Shares shall
be declared and paid in equal amounts per share on all Common Shares
at the time outstanding.
(iii) In the event of the dissolution, liquidation or winding-up of the
Corporation, whether voluntary or involuntary or any other
distribution of the assets of the Corporation among its shareholders
for the purpose of winding-up its affairs, the holders of the Common
Shares shall be entitled to receive the remaining property and
assets of the Corporation.
(iv) The holders of the Common Shares shall be entitled to receive notice
of and to attend all meetings of the shareholders of the Corporation
and shall have one vote for each Common Share held at all meetings
of the shareholders of the Corporation, except for meetings at which
only holders of another specified class of shares of the Corporation
are entitled to vote separately as a class.
(b) The Preferred Shares of the Corporation shall have attached thereto the
following rights, privileges, restrictions and conditions:
PREFERRED SHARES:
(i) PAYMENT OF DIVIDENDS: The holders of the Preferred Shares shall be
entitled to receive dividends if, as and when declared by the Board
of Directors of the Corporation out of the assets of the Corporation
properly applicable to the payment of dividends in such amounts and
payable in such manner as the Board of Directors may, from time to
time, determine. Subject to the rights of the holders of any other
class of shares of the Corporation entitled to receive dividends in
priority
to or rateably with the holders of the Preferred Shares, the Board
of Directors may, in their sole discretion, declare dividends on the
Preferred Shares to the exclusion of any other class of shares of
the Corporation.
(ii) DIVIDENDS PREFERENTIAL: Except with the consent, in writing, of the
holders of all the Preferred Shares outstanding, no dividend shall
at any time be declared and paid on or set apart for payment on the
common shares or on any other shares ranking junior to the Preferred
Shares in any financial year unless and until any dividend declared
on the Preferred Shares has been paid or set apart for payment.
(iii) PARTICIPATION UPON LIQUIDATION, DISSOLUTION OR WINDING-UP: In the
event of the liquidation, dissolution or winding-up of the
Corporation or other distribution of assets of the Corporation among
its shareholders for the purpose of winding-up its affairs, the
holders of the Preferred Shares shall be entitled to receive, from
the assets of the Corporation, a sum equivalent to the aggregate
redemption amount (as hereinafter defined) of all Preferred Shares
held by them respectively before any amount shall be paid or any
assets of the Corporation distributed to the holders of any Common
Shares or shares or any other class ranking junior to the Preferred
Shares. After payment to the holders of the Preferred Shares of the
amount so payable to them as above provided, they shall not be
entitled to share in any further distribution of the assets of the
Corporation.
(iv) REDEMPTION AT OPTION OF HOLDER: A holder of Preferred Shares shall
be entitled to require the Corporation to redeem, subject to the
requirements of the Ontario Business Corporations Act as now enacted
or as the same may, from time to time, be amended, re-enacted or
replaced, at any time or times all or any of the Preferred Shares
held by such holder by tendering to the Corporation at its
registered office a share certificate or certificates representing
the Preferred Shares which the holder desires to have the
Corporation redeem, together with a request in writing specifying
(i) that the holder desires to have the Preferred Shares represented
by such certificate or certificates redeemed by the corporation and,
if part only of the shares represented by such certificate or
certificates is to be redeemed, the number thereof so to be redeemed
and (ii) the business day (herein referred to as the "Redemption
Date") on which the holder desires to have the Corporation redeem
such Preferred Shares. The Redemption Date shall be not less than 30
days (or such shorter period to which the Corporation may consent)
after the day on which the request, in writing, is given to the
Corporation. Upon receipt of a share certificate or certificates
representing the Preferred Shares which the holder desires to have
the Corporation redeem, together with such a request, the
Corporation shall on the
Redemption Date redeem such Preferred Shares by paying to such
holder the redemption amount (as hereinafter defined) for each such
Preferred Share being redeemed. Such payment shall be made by cheque
payable at par at any branch of the Corporation's bankers for the
time being in Canada (or, with the consent of the holder, by any
other means of immediately available funds). If a part only of the
shares represented by any certificate are redeemed, a new
certificate for the balance shall be issued at the expense of the
Corporation. The said Preferred Shares shall be redeemed on the
Redemption Date and from and after the Redemption Date the holder of
such shares shall cease to be entitled to dividends and shall not be
entitled to exercise any of the rights of a holder of Preferred
Shares in respect thereof unless payment of the redemption amount is
not made on the Redemption Date, in which event the rights of the
holder of the said Preferred Shares shall remain unaffected.
(v) REDEMPTION BY CORPORATION: The Corporation may, upon giving notice
as hereinafter provided, redeem at any time the whole or, from time
to time, any part of the ten outstanding Preferred Shares on payment
of U.S. $10,000 for each share to be redeemed, such amount being
herein referred to as the "Redemption Price", plus all declared and
unpaid dividends thereon, the whole constituting and being herein
referred to as the "Redemption Amount".
(vi) IDEM: In the case of redemption of Preferred Shares under the
provisions of clause 8(b)(v) hereof, the Corporation shall at least
21 days (or, if all of the holders of the Preferred Shares consent,
such shorter period to which they may consent) before the date
specified for redemption mail (or, with the consent of any
particular holder, otherwise deliver) to each person who at the date
of mailing (or delivery, as the case may be) is a holder of
Preferred Shares to be redeemed a notice in writing of the intention
of the Corporation to redeem such Preferred Shares. Such notice
shall (subject to the consent of any particular holder referred to
above) be mailed by letter, postage prepaid, addressed to each such
holder at his address as it appears on the records of the
Corporation or, in the event of the address of any such holder not
so appearing, then to the last known address of such holder;
provided, however, that accidental failure to give any such notice
to one or more of such holders shall not affect the validity of such
redemption. Such notice shall set out the redemption amount and the
date of which redemption is to take place and, if part only of the
shares held by the person to whom it is addressed is to be redeemed,
the number thereof so to be redeemed. On or after the date so
specified for redemption, the Corporation shall pay or cause to be
paid to or to the order of the holders of the Preferred Shares to be
redeemed the redemption amount thereof on presentation and surrender
at the registered office of the Corporation
or any other place designated in such notice of the certificates
representing the Preferred Shares called for redemption. Such
payment shall be made by cheque payable at par at any branch of the
Corporation's bankers in Canada (or with the consent of any
particular holder, by any other means of immediately available
funds). If a part only of the shares represented by any certificate
are redeemed, a new certificate for the balance shall be issued at
the expense of the Corporation. From and after the date specified
for redemption in any such notice, the holders of the Preferred
Shares called for redemption shall cease to be entitled to dividends
and shall not be entitled to exercise any of the rights of holders
of Preferred Shares in respect thereof unless payment of the
redemption amount is not made upon presentation of certificates in
accordance with the foregoing provisions, in which case the rights
of the holders of the said Preferred Shares shall remain unaffected.
The Corporation shall have the right at any time after the mailing
(or delivery, as the case may be) of notice of its intention to
redeem any Preferred Shares to deposit the redemption amount of the
shares so called for redemption or of such of the said shares
represented by certificates as have not at the date of such deposit
been surrendered by the holders thereof in connection with such
redemption to a special account in any Chartered Bank or in any
Trust Company in Canada, named in such notice, to be paid without
interest to or to the order of the respective holders of such
Preferred Shares called for redemption upon presentation and
surrender to such Bank or Trust Company of the certificates
representing the same, and upon such deposit being made or upon the
date specified for redemption in such notice, whichever is the
later, the Preferred Shares in respect whereof such deposit shall
have been made shall be redeemed and the rights of the holders
thereof after such deposit or such redemption date, as the case may
be, shall be limited to receiving without interest their
proportionate part of the total redemption amount so deposited
against presentation and surrender of the said certificates held by
them respectively and any interest allowed on such deposit shall
belong to the Corporation.
(vii) VOTING RIGHTS: The holders of the Preferred Shares shall not be
entitled to receive notice of or to attend any meeting of the
shareholders of the Corporation and shall not be entitled to vote at
any such meeting. The holders of the Preferred Shares shall,
however, be entitled to notice of meetings of the shareholders
called for the purpose of authorizing the dissolution of the
Corporation or the sale, lease or exchange of all or substantially
all the property of the corporation other than in the ordinary
course of business of the Corporation.
(c) To declare, after giving effect to the foregoing that the authorized
capital of the Corporation shall be an unlimited number of Common Shares
and an unlimited number of Preferred Shares.
6. The issue, transfer or ownership of shares is/is not restricted and the
restrictions (if any) are as follows:
L'emission, le transfert ou la propriete d'actions est/n'est pas
restreinte. Les restrictions, s'il y a lieu, sont les suivantes:
None
7. Other provisions, (if any)
Autres dispositions,s'il y a lieu:
The Board of Directors of the Corporation may, without authorization of the
shareholders of the Corporation, from time to time, in such amounts and on such
terms at it deems expedient:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) give a guarantee on behalf of the Corporation to secure performance of an
obligation of any person; and
(d) charge, mortgage, hypothecate, pledge or otherwise create a security
interest in all or any of the currently owned or subsequently acquired
property and assets of the Corporation, including, without limiting the
generality of the foregoing, real and personal property, movable and
immovable property, tangible and intangible assets, book debts, rights,
powers, franchise an undertaking, to secure any obligation of the
Corporation.
For greater certainty, the foregoing powers conferred on the Directors shall be
deemed to include the powers conferred on a company by Division VII of the
Special Corporate Powers Act, being Chapter P-16 of the revised statues of
Quebec, 1977, and every statutory provision that may be substituted therefore or
for any provision therein.
The Board of Directors may, from time to time, by resolution delegate to a
committee of Directors or to one or more of the directors of officers of the
Corporation all or any of the powers thereby conferred upon the board to such
extent and in such manner as the board shall determine at the time of each such
delegation. Nothing in this section shall limit or restrict the borrowing of
money by the Corporation on bills of exchange or promissory notes made, drawn,
accepted or endorsed by or on behalf of the Corporation.
8. The statements required by subsection 178(2) of the Business Corporations
Act are attached as Schedule "A".
Les declarations exigees aux termes du paragraphe 178(2) de la Loi sur les
compagnies constituent l'annexe "A".
9. A copy of the amalgamation agreement or directors resolutions (as the case
may be) is/are attached as Schedule "B".
Une copie de la convention de fusion ou les resolutions des
administrateurs (selon le cas) constitue(nt) l'annexe "B".
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
Names of the amalgamating corporations and signatures and descriptions of office
of their proper officers.
Denominatino sociale des compagnies qui fusionnent, signature et fonction de
leurs dirigeante regulierement designes.
GOODYEAR CANADA INC.
By: /s/ Robin M. Hunter
-------------------------------------
Robin M. Hunter, Assistant Secretary
GRANFORD MANUFACTURING INC./
LE MANUFACTURIER GRANDFORD INC.
By: /s/ Robin M. Hunter
-------------------------------------
Robin M. Hunter, Assistant Secretary
A-1
SCHEDULE "A"
STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178 (2) OF
THE BUSINESS CORPORATIONS ACT
I, JAMES S. COULTER, of the Town of Aurora, in the Regional Municipality
of York, in the Province of Ontario, hereby state as follows:
1. This statement is made pursuant to subsection 178 (2) of the Business
Corporations Act (the "Act").
2. I am a director of GOODYEAR CANADA INC. (the "Corporation") and, as such,
have knowledge of its affairs.
3. I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements
hereinafter set forth.
4. There are reasonable grounds for believing that the Corporation is and the
corporation (the "Amalgamated Corporation") to be formed by the
amalgamation (the "Amalgamation") of the Corporation and Granford
Manufacturing Inc./Le Manufacturier Granford Inc. will be able to pay its
liabilities as they become due, and the realizable value of the
Amalgamated Corporation's assets will not be less than the aggregate of
its liabilities and stated capital of all classes.
5. Them are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation and the Corporation has
not been notified by any creditor that it objects to the Amalgamation.
This statement is made this 28th day of December, 2001.
/s/ James S. Coulter
-------------------------------------
James S. Coulter
A-2
SCHEDULE "A"
STATEMENT OF DIRECTOR OR OFFICER
PURSUANT TO SUBSECTION 178 (2) OF
THE BUSINESS CORPORATIONS ACT
I, G. WAYNE BARNES, of the City of Burlington, in the Regional
Municipality of Halton, in the Province of Ontario, hereby state as follows:
1. This statement is made pursuant to subsection 178 (2) of the Business
Corporations Act (the "Act").
2. I am a director of GRANFORD MANUFACTURING INC./LE MANUFACTURIER GRANFORD
INC. (the "Corporation") and, as such, have knowledge of its affairs.
3. I have conducted such examinations of the books and records of the
Corporation as are necessary to enable me to make the statements
hereinafter set forth.
4. There are reasonable grounds for believing that the Corporation is and the
corporation (the "Amalgamated Corporation") to be formed by the
amalgamation (the "Amalgamation") of the Corporation and Goodyear Canada
Inc. will be able to pay its liabilities as they become due, and the
realizable value of the Amalgamated Corporation's assets will not be less
than the aggregate of its liabilities and stated capital of all classes.
5. These are reasonable grounds for believing that no creditor of the
Corporation will be prejudiced by the Amalgamation and the Corporation has
not been notified by any creditor that it objects to the Amalgamation.
This statement is made this 28th day of December, 2001.
/s/ G. Wayne Barnes
-------------------------------------
G. Wayne Barnes
B-1
SCHEDULE "B"
RESOLUTION OF THE BOARD OF DIRECTORS
OF GOODYEAR CANADA INC.
WHEREAS the Corporation is a wholly-owned subsidiary of and has decided to
amalgamate with GRANFORD MANUFACTURING INC./LE MANUFACTURIER GRANFORD INC. (the
"Amalgamating Subsidiary") pursuant to subsection 177(1) of the Business
Corporations Act.
THEREFORE it is resolved that:
1. The amalgamation of the Corporation and the Amalgamating Subsidiary under
the Business Corporations Act, pursuant to subsection 177(1) thereof, be
and the same is hereby approved;
2. Upon the endorsement of a Certificate of Amalgamation pursuant to
subsection 178(4) of the Business Corporations Act, all shares of the
capital of the Amalgamating Subsidiary, including all shares which have
been issued and are outstanding at the date hereof be and the same are
hereby cancelled without any repayment of capital in respect thereof;
3. The articles of amalgamation of the amalgamated corporation shall be the
same as the January 1, 2001 articles of amalgamation of Goodyear Canada
Inc.;
4. No securities shall be issued by the amalgamated corporation in connection
with the amalgamation; and
5. The proper officers of the Corporation be and they are hereby authorized
to do all things and execute all instruments and documents necessary or
desirable to carry out and give effect to the foregoing. The officers may,
in their sole discretion, discontinue the amalgamation contemplated herein
at any time prior to the signing of Articles of Amalgamation.
The undersigned hereby certifies that the foregoing is a true and complete
copy of the resolution of GOODYEAR CANADA INC. which was duly authorized by all
directors of the Corporation on December 28, 2001 and that the said resolution
remains in full force and effect, unamended at the date hereof.
DATED this 28th day of December, 2001.
/s/ Robin M. Hunter
-------------------------------------
ASSISTANT SECRETARY OF
GOODYEAR CANADA INC.
B-2
SCHEDULE "B"
RESOLUTION OF THE BOARD OF DIRECTORS
OF
GRANFORD MANUFACTURING INC./LE MANUFACTURIER GRANFORD INC.
WHEREAS the Corporation is a wholly-owned subsidiary of and has decided to
amalgamate with GOODYEAR CANADA INC. pursuant to subsection 177(1) of the
Business Corporations Act.
THEREFORE it is resolved that:
1. The amalgamation of the Corporation and GOODYEAR CANADA INC. under the
Business Corporations Act, pursuant to subsection 177(1) thereof, be and
the same is hereby approved;
2. Upon the endorsement of a Certificate of Amalgamation pursuant to
subsection 178(4) of the Business Corporations Act, all shares of the
capital of the Corporation, including all shares which have been issued
and are outstanding at the date hereof, be and the same are hereby
cancelled without any repayment of capital in respect thereof;
3. The articles of amalgamation of the amalgamated corporation shall be the
same as the January 1, 2001 articles of amalgamation of Goodyear Canada
Inc.;
4. No securities shall be issued by the amalgamated corporation in connection
with the amalgamation; and
5. The proper officers of the Corporation be and they are hereby authorized
to do all things and execute all instruments and documents necessary or
desirable to carry out and give effect to the foregoing. The officers may,
in their sole discretion, discontinue the amalgamation contemplated herein
at any time prior to the signing of Articles of Amalgamation.
The undersigned hereby certifies that the foregoing is a true and complete
copy of the resolution of GRANFORD MANUFACTURING INC./LE MANUFACTURIER GRANFORD
INC. which was duly authorized by all directors of the Corporation on December
28, 2001 and that the said resolution remains in full force and effect,
unamended at the date hereof.
DATED this 28th day of December, 2001.
/s/ Robin M. Hunter
------------------------------------
SECRETARY OF
GRANFORD MANUFACTURING INC./
LE MANUFACTURIER GRANFORD INC.