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EXHIBIT 4.2
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CERTIFICATE OF AMENDMENT
AMENDED ARTICLES OF INCORPORATION
OF
AMCAST INDUSTRIAL CORPORATION
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The undersigned, Leo. W. Ladehoff and Thomas G. Amato, being
respectively, the Chairman of the Board and the Secretary of AMCAST INDUSTRIAL
CORPORATION (the "Corporation"), an Ohio corporation, do hereby certify that at
a meeting of the directors of the Corporation duly called and held on February
24, 1988, the following resolution was unanimously adopted:
NOW, THEREFORE BE IT RESOLVED, that pursuant to the authority
vested in the Board of Directors in accordance with the provisions of Article
Fourth of its Amended Articles of Incorporation, such Article Fourth hereby is
amended to set forth the designation and number of a new series of Preferred
Shares and the powers, preferences, and relative, participating, optional, and
other special rights and the qualifications, limitations, or restrictions
thereof, as follows:
Section 4: Series A Preferred Shares.
4.1 DESIGNATION AND AMOUNT. There shall be a series of the
Preferred Shares of the Corporation which shall be designated as the "Series A
Preferred Shares," without par value, and the number of such shares shall be
300,000.
4.2 DIVIDENDS AND DISTRIBUTION.
(A) Subject to the prior and superior rights of the holders
of any shares of any classes of preferred shares of the Corporation ranking
prior and superior to the Preferred Shares with respect to dividends, the
holders of the Preferred Shares in preference to the holders of Common Shares
of the Corporation (the "Common Shares"), and any other junior shares, shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, quarterly dividends payable in cash on
the last day of March, June, September, and December in each year (or, in each
case, if not a date on which the Corporation is open for business, the next
date on which the Corporation is so open) (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a Preferred Share
or fraction thereof, in an amount per share (rounded to the nearest cent) equal
to the greater of (a) $11.00, or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
Common
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Shares or a subdivision of the outstanding Common Shares (by reclassification
or otherwise), declared on the Common Shares, since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
Preferred Share. In the event the Corporation at any time after February 24,
1988 (the "Rights Declaration Date") (i) declares any dividend on Common Shares
payable in Common Shares, (ii) subdivides the outstanding Common Shares, or
(iii) combines the outstanding Common Shares into a smaller number of shares
(all of which are hereinafter referred to as "Common Share Adjustments"), then
in each such case the amount to which holders of the Preferred Shares were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction the
numerator of which is the number of Common Shares outstanding immediately after
such event and the denominator of which is the number of Common Shares that
were outstanding immediately prior to such event (such fraction is hereinafter
referred to as the "Adjustment Number").
(B) The Corporation shall declare a dividend or distribution
on the Preferred Shares as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the Common Shares (other than a dividend
payable in Common Shares); provided that, in the event no dividend or
distribution shall have been declared on the Common Shares during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $11.00 per share on the Preferred Shares
shall nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.
(C) Dividends shall begin to accrue and be cumulative on
the outstanding Preferred Shares from the Quarterly Dividend Payment Date next
preceding the date of issue of such Preferred Shares, unless the date of issue
of such shares is prior to the record date for the first Quarterly Dividend
Payment Date, in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the determination
of holders of Preferred Shares entitled to receive a quarterly dividend and
before such Quarterly Dividend Payment Date in either of which events such
dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends
paid on the Preferred Shares in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders
of Preferred Shares entitled to receive payment of a dividend or distribution
declared thereon,
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which record date shall be no more than 30 days prior to the date fixed for the
payment thereof.
4.3 VOTING RIGHTS. The holders of the Preferred Shares
shall have the following voting rights:
(A) Each holder of a Preferred Share shall have one vote
on all matters submitted to a vote of the shareholders of the Corporation.
(B) Except as otherwise provided herein or by law, the
holders of the Preferred Shares and the holders of Common Shares shall vote
together as one class on all matters submitted to a vote of shareholders of the
Corporation.
(C) Except as set forth herein, holders of the Preferred
Shares shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Shares as set forth herein) for taking any corporate action.
4.4 CERTAIN RESTRICTION.
(A) So long as any of the Preferred Shares remain
outstanding, no dividend (other than dividends payable in Common Shares ) shall
be paid, nor shall any distribution (by purchase, redemption, payment to any
sinking fund, or otherwise, other than stock splits) be made, on any of the
Common Shares unless all dividends on all outstanding Preferred Shares shall
have been paid and full dividends thereon for the then current quarterly
dividend period shall have been declared and a sum sufficient for the payment
thereof set apart therefor.
(B) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares
of the Corporation unless the Corporation could, under paragraph (A) of this
Section 4.4, purchase or otherwise acquire such shares at such time and in such
manner.
4.5 REACQUIRED SHARES. Any Preferred Shares purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof. Unless otherwise
prohibited by the Corporation's Amended Articles of Incorporation, all such
shares shall upon their cancellation become authorized but unissued Preferred
Shares and may be reissued as part of a new series of Preferred Shares, subject
to the conditions and restrictions on issuance set forth herein.
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4.6 LIQUIDATION, DISSOLUTION, OR WINDING UP.
(A) Upon any liquidation (voluntary or otherwise),
dissolution, or winding up of the Corporation, no distribution shall be made to
the holders of shares ranking junior (either as to dividends or upon
liquidation, dissolution, or winding up) to the Preferred Shares unless, prior
thereto, the holders of Preferred Shares shall have received $4,000 per share,
plus an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Liquidation
Preference"). Following the payment of the full amount of the Liquidation
Preference, no additional distributions shall be made to the holders of
Preferred Shares unless, prior thereto, the holders of Common Shares shall have
received an amount per share (the "Common Payment") equal to the quotient
obtained by dividing (i) the Liquidation Preference by (ii) 100 (subject to the
provision for adjustment set forth in subparagraph C). Following the payment
of the full amount of the Liquidation Preference and the Common Payment in
respect of all outstanding Preferred Shares and Common Shares, respectively,
holders of Preferred Shares and holders of Common Shares shall receive their
ratable and proportionate share of the remaining assets to be distributed in
the ratio of 100 to 1 with respect to such Preferred Shares and Common Shares,
on a per share basis, respectively (subject to the provision for adjustment set
forth in subparagraph C).
(B) In the event there are not sufficient assets
available to permit payment in full of the Liquidation Preference and the
liquidation preferences on all other classes of preferred shares, if any, which
rank on a parity with the Preferred Shares, then such remaining assets shall be
distributed ratably to the holders of such parity shares in proportion to their
respective liquidation preferences. In the event there are not sufficient
assets available to permit payment in full of the Common Payment, then such
remaining assets shall be distributed ratably to the holders of Common Shares.
(C) In the event the Corporation makes any Common Share
Adjustments at any time after the Rights Declaration Date, the amount otherwise
payable to the holders of the Preferred Shares shall be adjusted by multiplying
such amount by the Adjustment Number.
4.7 CONSOLIDATION, MERGER, ETC. In case the Corporation
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Shares are exchanged for or changed into other
shares or securities, cash and/or any other property, then in any such case the
Preferred Shares shall at the same time be similarly exchanged or changed in an
amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 100
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times the aggregate amount of shares, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
Common Share is changed or exchanged. In the event the Corporation makes any
Common Share Adjustment at any time after the Rights Declaration Date then the
amount set forth in the preceding sentence with respect to the exchange for
change of the Preferred Shares shall be adjusted by multiplying such amount by
the Adjustment Number.
4.8 REDEMPTION. The Preferred Shares shall not be
redeemable.
4.9 RANKING. The Preferred Shares shall rank junior to
all other classes of the Corporation's preferred shares as to the payment of
dividends and the distribution of assets, unless the terms of any such series
shall provide otherwise.
4.10 AMENDMENT. The Amended Articles of Incorporation of
the Corporation shall not be further amended in any manner that would
materially alter or change the powers, preferences, or special rights of the
Preferred Shares so as to affect them adversely without the affirmative vote of
the holders of a majority of the outstanding Preferred Shares, voting
separately as a class.
4.11 FRACTIONAL SHARES. Preferred Shares may be issued in
fractions of a share which shall entitle the holder, in proportion to such
holder's factional shares, to exercise voting rights, receive dividends,
participate in distributions, and to have the benefit of all other rights of
holders of Preferred Shares.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate this 24th day of February, 1988.
/s/ Leo W. Ladehoff
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Leo W. Ladehoff,
Chairman of the Board
/s/ Thomas G. Amato
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Thomas G. Amato
Secretary
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