Commonwealth of Pennsylvania
Department of State
To All to Whom These Presents Shall Come, Greeting:
Whereas, In and by Article VIII of the Business Corporation Law, approved
the fifth day of May, Anno Domini one thousand nine hundred and thirty-three,
P.L. 364, as amended, the Department of State is authorized and required to
issue a
CERTIFICATE OF AMENDMENT
evidencing the amendment and restatement of the Articles of Incorporation in
their entirety of a business corporation organized under or subject to the
provisions of that Law; and
Whereas, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by
PENNSYLVANIA MANUFACTURERS CORPORATION
Henceforth The "Articles," as defined in Article I of the Business
Corporation Law, shall not include any prior documents;
Therefore, Know Ye, That subject to the Constitution of this Commonwealth
and under authority of the Business Corporation Law, I do by these presents,
which I have caused to be Sealed with the Great Seal of the Commonwealth, extend
the rights and powers of the corporation named above, in accordance with the
terms and provisions of the Articles of Amendment presented by it to the
Department of State, with full power and authority to use and enjoy such rights
and powers, subject to all the provisions and restrictions of the Business
Corporation Law and all other applicable laws of this Commonwealth.
Given under my Hand and the Great Seal of the Commonwealth, at the City of
Harrisburg, this 7th day of May in the year of our Lord one thousand nine
hundred and eighty seven and of the Commonwealth the two hundred eleventh,
/s/ James J. Hagerty
- - -----------------------------
Secretary of the Commonwealth
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
APPLICANT'S ACCT. NO. Filed this day of May 07 1987
DSCB: BCL-806 (REV. 8-72) Commonwealth of Pennsylvania
Department of State
/s/ James J. Hagerty
Secretary of the Commonwealth
(Box for Certification)
Articles of
Amendment--
Domestic Business Corporation
In compliance with the requirements of section 806 of the Business Corporation
Law, act of May 5, 1933 (P.L.364) (15 P.S. SS.1806), the undersigned
corporation, desiring to amend its Articles, does hereby certify that:
1. The name of the corporation is:
Pennsylvania Manufacturers Corporation
2. The location of its registered office in this Commonwealth is (the Department
of State is hereby authorized to correct the following statement to conform to
the records of the Department):
1021 West Eighth Avenue
-----------------------
(NUMBER) (STREET)
King of Prussia Pennsylvania 19406
--------------------------------------------------------------------
(CITY) (ZIP CODE)
3. The statute by or under which it was incorporated is:
Act of May 5, 1933, P.L. 364, as amended
4. The date of its incorporation is: February 23, 1982
5. (Check, and if appropriate, complete one of the following):
/X/ The meeting of the shareholders of the corporation at which the amendment
was adopted was held at the time and place and pursuant to the kind and period
of notice herein stated.
Time: The 27th day of April, 1987
Place: 925 Chestnut Street, Philadelphia, PA
Kind and period of notice Written notice (Proxy Statement); 30 days
/ / The amendment was adopted by a consent in writing, setting forth the action
so taken, signed by all of the shareholders entitled to vote thereon and filed
with the Secretary of the corporation.
6. At the time of the action of shareholders:
(a) The total number of shares outstanding was:
797,476 shares
(b) The number of shares entitled to vote was:
797,476 shares
7. In the action taken by the shareholders:
(a) The number of shares voted in favor of the amendment was:
699,557 shares
(b) The number of shares voted against the amendment was:
-0 against; 10,000 abstained
8. The amendment adopted by the shareholders, set forth in full, is as follows:
See Exhibit A attached and incorporated by reference herein for the text of the
Amended and Restated Articles of Incorporation of the Corporation.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer and its corporate seal, duly
attested by another such officer, to be hereunto affixed this 27th day of April,
1987.
PENNSYLVANIA MANUFACTURERS CORPORATION
--------------------------------------
(NAME OF CORPORATION)
Attest:
By: /s/ David L. Johnson By: /s/ Frederick W. Anton
------------------------------- ---------------------------------
(SIGNATURE) (SIGNATURE)
David L. Johnson, Secretary Frederick W. Anton, III, President
- - ----------------------------------- ----------------------------------
(TITLE; SECRETARY, (TITLE; PRESIDENT,
ASSISTANT SECRETARY, ETC.) VICE PRESIDENT, ETC.)
(CORPORATE SEAL)
INSTRUCTIONS FOR COMPLETION OF FORM
A. Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name)
or Form DSCB: 17.3 (Consent to Use of Similar Name) shall accompany
Articles of Amendment effecting a change of name.
B. Any necessary governmental approvals shall accompany this form.
C. Where action is taken by partial written consent pursuant to the Articles,
the second alternate of Paragraph 5 should be modified accordingly.
D. If the shares of any class were entitled to vote as a class, the number of
shares of each class so entitled and the number of shares of all other
classes entitled to vote should be set forth in Paragraph 6(b).
E. If the shares of any class were entitled to vote as a class, the number of
shares of such class and the number of shares of all other classes voted
for and against such amendment respectively should be set forth in
Paragraphs 7(a) and 7(b).
F. BCL Section 807 (15 P.S. Section 1807) requires that the corporation shall
advertise its intention to file or the filing of Articles of Amendment.
Proof of publication of such advertising should not be delivered to the
Department, but should be filed with the minutes of the corporation.
EXHIBIT A
RESOLVED that, the Articles of Incorporation of Pennsylvania Manufacturers
Corporation shall be amended and restated in their entirety as follows:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
1. The name of the Corporation is Pennsylvania Manufacturers Corporation.
2. The location and post office address of the registered office of the
Corporation in this Commonwealth is 1021 West Eighth Avenue, King of Prussia,
Pennsylvania 19406.
3. The Corporation is incorporated under the Business Corporation Law of
the Commonwealth of Pennsylvania for the following purpose or purposes: The
Corporation shall have unlimited power to engage in and to do any or all lawful
business for which corporations may be incorporated under the Act of Assembly
approved May 5, 1933, P.S. 364, as amended, under which Act the Corporation is
incorporated, including, without limitation of the foregoing, the power to
manufacture, buy, sell, trade and generally deal in products, merchandise, goods
and articles of any kind and description whatsoever.
4. The term for which the Corporation is to exist is perpetual.
5. The aggregate number of shares which the Corporation shall have the
authority to issue is: Two Million (2,000,000) shares of Common Stock, $5.00 par
value per share (the "Common Stock"), and Two Million (2,000,000) shares of
Class A Common Stock, $5.00 par value per share (the "Class A Common Stock").
A. Voting Rights and Powers. Except as otherwise required by the
Pennsylvania Business Corporation Law or as otherwise provided in these Articles
of Incorporation or the By-laws of the Corporation, with respect to all matters
upon which shareholders are entitled to vote or to which shareholders are
entitled to give consent, the holders of the outstanding shares of the Common
Stock and the holders of any outstanding shares of the Class A Common Stock
shall vote together without regard to class, and every holder of the outstanding
shares of the Common Stock shall be entitled to cast thereon ten (10) votes in
person or by proxy for each share of the Common Stock standing in his name, and
every holder of any outstanding shares of the Class A Common Stock shall be
entitled to cast thereon one (1) vote in person or by proxy for each share of
the Class A Common Stock standing in his name. In all elections for directors,
each shareholder is entitled to cumulate his votes. With respect to any proposed
amendment to these Articles of Incorporation which would increase or decrease
the number of authorized shares of either the Common Stock or the Class A Common
Stock, increase or decrease the par value of the shares of the Common Stock or
the Class A Common Stock, or alter or change the powers, preferences, relative
voting power or special rights of the shares of the Common Stock or the Class A
Common Stock so as to affect it adversely, the approval of a majority of the
votes entitled to be cast by the holders of the class affected by the proposed
amendment, voting separately as a class, shall be obtained in addition to the
approval of a majority of the votes entitled to be cast by the holders of the
Common Stock and the Class A Common Stock voting together without regard to
class as hereinbefore provided.
B. Dividends and Distributions.
(a) Cash Dividends. At any time shares of the Class A Common Stock are
outstanding, as and when cash dividends may be declared by the Board of
Directors, the cash dividend payable on shares of the Class A Common Stock shall
in all cases be at least ten percent (10%) higher on a per share basis than the
cash dividend payable on shares of the Common Stock.
(b) Other Dividends and Distributions. Each share of the Common Stock and
each share of the Class A Common Stock shall be equal in respect of rights to
dividends (other than cash) and distributions, when and as declared, in the form
of stock or other property of the Corporation, except that in the case of
dividends or other distributions payable in stock of the Corporation, including
distributions pursuant to stock split-ups or divisions, which occur after the
date shares of the Class A Common Stock are first issued by the Corporation,
only shares of the Common Stock shall be distributed with respect to the Common
Stock and only shares of Class A Common Stock shall be distributed with respect
to Class A Common Stock.
C. Other Rights. Except as otherwise required by the Pennsylvania Business
Corporation Law or as otherwise provided in these Articles of Incorporation,
each share of the Common Stock and each share of Class A Common Stock shall have
identical powers, preferences and rights, including rights in liquidation.
D. Conversion of the Common Stock. Each share of Common Stock may at any
time be converted at the election of the holder thereof into one fully paid and
nonassessable share of Class A Common Stock. Any holder of shares of Common
Stock may elect to convert any or all of such shares at one time or at various
times in such holder's discretion. Such right shall be exercised by the
surrender of the certificate representing each share of Common Stock to be
converted to the agent for the registration for transfer of shares of Common
Stock at its office, or to the Corporation at its principal executive offices,
accompanied by a written notice of the election by the holder thereof to convert
and (if so required by the transfer agent or by the Corporation) by instruments
of transfer, in form satisfactory to the transfer agent and to the Corporation,
duly executed by such holder of his duly authorized attorney. The issuance of a
certificate or certificates for shares of Class A Common Stock upon conversion
of shares of Common Stock shall be made without charge for any stamp or other
similar tax in respect of such issuance. However, if any such certificate or
certificates is or are to be issued in a name other than that of the holder of
the share or shares of Common Stock converted, the person or persons requesting
the issuance thereof shall pay to the transfer agent or to the Corporation the
amount of any tax which may be payable in respect of any such transfer, or shall
establish to the satisfaction of the transfer agent or of the Corporation that
such tax has been paid. As promptly as practicable after the surrender for
conversion of a certificate or certificates representing shares of Common Stock
and the payment of any tax as hereinbefore provided, the Corporation will
deliver or cause to be delivered at the office of the transfer agent to, or upon
the written order of, the holder of such certificate or certificates, a
certificate or certificates representing the number of shares of Class A Common
Stock issuable upon such conversion, issued in such name or names as such holder
may direct. Such conversion shall be irrevocable and shall be deemed to have
been made immediately prior to the close of business on the date of the
surrender of the certificate or certificates representing shares of Common Stock
(if on such date the transfer books of the Corporation shall be closed, then
immediately prior to the close of business on the first date thereafter that
said books shall be open), and all rights of
A-2
such holder arising from ownership of such shares of Common Stock shall cease at
such time, and the person or persons in whose name or names the certificate or
certificates representing shares of Class A Common Stock are to be issued shall
be treated for all purposes as having become the record holder or holders of
such shares of Class A Common Stock at such time and shall have and may exercise
all the rights and powers appertaining thereto. No adjustments in respect of
past cash dividends shall be made upon the conversion of any share of Common
Stock; provided, however, that if any shares of Common Stock shall be converted
subsequent to the record date for the payment of a cash or stock dividend or
other distribution on shares of Common Stock but prior to such payment, the
registered holder of such shares at the close of business on such record date
shall be entitled to receive the cash or stock dividend or the distribution
payable to holders of the Common Stock. The Corporation shall at all times
reserve and keep available, solely for the purpose of issue upon conversion of
outstanding shares of Common Stock, such number of shares of Class A Common
Stock as may be issuable upon the conversion of all such outstanding shares of
Common Stock, provided, the Corporation may deliver shares of Class A Common
Stock which are held in the treasury of the Corporation for shares of Common
Stock to be converted. If any shares of Class A Common Stock require
registration with or approval of any governmental authority under any federal or
state law before such shares of Class A Common Stock may be issued upon
conversion, the Corporation will cause such shares to be duly registered or
approved, as the case may be. All shares of Class A Common Stock which may be
issued upon conversion of shares of Common Stock will, upon issue, be fully paid
and nonassessable.
6. Except with respect to shares, rights, options and other securities of
the Corporation that are issued or granted in connection with any stock purchase
plan, stock option plan or other similar benefit plan that has been approved by
the holders of a majority of the Corporation's outstanding Common Stock, the
holders of Common Stock of the Corporation shall be entitled, as such, as a
matter of right, to subscribe for and to purchase any part of any new or
additional issue of Common Stock, any rights or options to purchase Common
Stock, or any securities convertible into, exchangeable for or carrying rights
or options to purchase Common Stock, whether now or hereafter authorized, but
only in those instances in which such shares of Common Stock, rights or options
to purchase Common Stock are issued for a consideration consisting solely of
money. In the event of the issuance of such shares or other securities solely
for money, the preemptive right herein granted shall only be an opportunity to
acquire such shares or other securities under such terms and conditions as the
Board of Directors shall fix. The preemptive right herein granted shall not
apply in any respect to the Corporation's Class A Common Stock, and holders of
such Class A Common Stock, as such, shall have no preemptive rights.
A-3
Commonwealth of Pennsylvania
Department of State
To All to Whom These Presents Shall Come, Greeting:
Whereas, In and by Article VIII of the Business Corporation Law,
approved the fifth day of May, Anno Domini one thousand nine hundred and
thirty-three, P.L. 364, as amended, the Department of State is authorized and
required to issue a
CERTIFICATE OF AMENDMENT
evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law; and
Whereas, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by
PENNSYLVANIA MANUFACTURERS CORPORATION
Therefore, Know Ye, That subject to the Constitution of this
Commonwealth and under the authority of the Business Corporation Law, I do by
these presents, which I have caused to be sealed with the Great Seal of the
Commonwealth, extend the rights and powers of the corporation named above, in
accordance with the terms and provisions of the Articles of Amendment presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers, subject to all the provisions and restrictions of the
Business Corporation Law and all other applicable laws of this Commonwealth.
Given under my Hand and the Great Seal of the Commonwealth, at the City
of Harrisburg, this 27th day of April in the year of our Lord one thousand nine
hundred and eighty eight and of the Commonwealth the two hundred twelfth.
/s/ James J. Hagerty
- - -----------------------------
Secretary of the Commonwealth
pjd
DSCB-21 (7-73)
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Filed this day of April 27 1988
Commonwealth of Pennsylvania
Department of State
/s/ James J. Hagerty
Secretary of the Commonwealth
(Box for Certification)
Articles of
Amendment--
Domestic Business Corporation
In compliance with the requirements of section 806 of the Business Corporation
Law, act of May 5, 1933 (P.L.364) (15 P.S. SS.1806), the undersigned
corporation, desiring to amend its Articles, does hereby certify that:
1. The name of the corporation is:
Pennsylvania Manufacturers Corporation
2. The location of its registered office in this Commonwealth is (the Department
of State is hereby authorized to correct the following statement to conform to
the records of the Department):
1021 West Eighth Avenue
-----------------------
(NUMBER) (STREET)
King of Prussia Pennsylvania 19406
--------------------------------------------------------------------
(CITY) (ZIP CODE)
3. The statute by or under which it was incorporated is:
Act of May 5, 1933, P.L. 364, as amended
4. The date of its incorporation is: February 23, 1982
5. (Check, and if appropriate, complete one of the following):
/X/ The meeting of the shareholders of the corporation at which the amendment
was adopted was held at the time and place and pursuant to the kind and period
of notice herein stated.
Time: The 25th day of April, 1988
Place: 925 Chestnut Street, Philadelphia, PA
Kind and period of notice Written notice (proxy statement); 30 days
/ / The amendment was adopted by a consent in writing, setting forth the
action so taken, signed by all of the shareholders entitled to vote thereon and
filed with the Secretary of the corporation.
6. At the time of the action of shareholders:
(a) The total number of shares outstanding was:
749,605 shares of Common Stock and 206,511 shares of Class A Common
Stock.
(b) The number of shares entitled to vote was:
749,605 shares of Common Stock (entitled to cast ten votes per share)
and 206,511 shares of Class A Common Stock (entitled to cast one vote
per share).
7. In the action taken by the shareholders:
(a) The number of shares voted in favor of the amendment was: 652,403
shares of Common Stock and 184,675 shares of Class A Common Stock.
(b) The number of shares voted against the amendment was: 11,680 shares of
Common Stock and 2,336 shares of Class A Common Stock.
8. The amendment adopted by the shareholders, set forth in full, is as follows:
RESOLVED, that the first full paragraph of Article 5 of the Articles of
Incorporation of Pennsylvania Manufacturers Corporation shall be amended and
restated in its entirety as follows:
5. The aggregate number of shares which the Corporation shall have
authority to issue is: Ten Million (10,000,000) shares of Common Stock, $5.00
par value per share (the "Common Stock"), and Ten Million (10,000,000) shares of
Class A Common Stock, $5.00 par value per share (the "Class A Common Stock").
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer and its corporate seal, duly
attested by another such officer, to be hereunto affixed this 25th day of April,
1988.
PENNSYLVANIA MANUFACTURERS CORPORATION
--------------------------------------
(NAME OF CORPORATION)
Attest:
By: /s/ David L. Johnson By: /s/ Frederick W. Anton
------------------------------- ---------------------------------
(SIGNATURE) (SIGNATURE)
David L. Johnson, Secretary Frederick W. Anton, III, President
- - ----------------------------------- --------------------------------
(TITLE; SECRETARY, (TITLE; PRESIDENT,
ASSISTANT SECRETARY, ETC.) VICE PRESIDENT, ETC.)
(CORPORATE SEAL)
INSTRUCTIONS FOR COMPLETION OF FORM
A. Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name)
or Form DSCB: 17.3 (Consent to Use of Similar Name) shall accompany
Articles of Amendment effecting a change of name.
B. Any necessary governmental approvals shall accompany this form.
C. Where action is taken by partial written consent pursuant to the Articles,
the second alternate of Paragraph 5 should be modified accordingly.
D. If the shares of any class were entitled to vote as a class, the number of
shares of each class so entitled and the number of shares of all other
classes entitled to vote should be set forth in Paragraph 6(b).
E. If the shares of any class were entitled to vote as a class, the number of
shares of such class and the number of shares of all other classes voted
for and against such amendment respectively should be set forth in
Paragraphs 7(a) and 7(b).
F. BCL Section 807 (15 P.S. Section 1807) requires that the corporation shall
advertise its intention to file or the filing of Articles of Amendment.
Proofs of publication of such advertising should not be delivered to the
Department, but should be filed with the minutes of the corporation.
Commonwealth of Pennsylvania
Department of State
To All to Whom These Presents Shall Come, Greeting:
Whereas, In and by Article VIII of the Business Corporation Law,
approved the fifth day of May, Anno Domini one thousand nine hundred and
thirty-three, P.L. 364, as amended, the Department of State is authorized and
required to issue a
CERTIFICATE OF AMENDMENT
evidencing the amendment of the Articles of Incorporation of a business
corporation organized under or subject to the provisions of that Law; and
Whereas, The stipulations and conditions of that Law pertaining to the
amendment of Articles of Incorporation have been fully complied with by
PENNSYLVANIA MANUFACTURERS CORPORATION
Therefore, Know Ye, That subject to the Constitution of this
Commonwealth and under the authority of the Business Corporation Law, I do by
these presents, which I have caused to be sealed with the Great Seal of the
Commonwealth, extend the rights and powers of the corporation named above, in
accordance with the terms and provisions of the Articles of Amendment presented
by it to the Department of State, with full power and authority to use and enjoy
such rights and powers, subject to all the provisions and restrictions of the
Business Corporation Law and all other applicable laws of this Commonwealth.
Given under my Hand and the Great Seal of the Commonwealth, at the City
of Harrisburg, this 24th day of April in the year of our Lord one thousand nine
hundred and eighty-nine and of the Commonwealth the two hundred thirteenth.
/s/ James J. Hagerty
- ------------------------------
Secretary of the Commonwealth
cas
DSCB-21 (7-73)
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Filed this day of April 24 1989
Commonwealth of Pennsylvania
Department of State
/s/ James J. Hagerty
Secretary of the Commonwealth
(Box for Certification)
Articles of
Amendment--
Domestic Business Corporation
In compliance with the requirements of section 806 of the Business Corporation
Law, act of May 5, 1933 (P.L.364) (15 P.S. SS.1806), the undersigned
corporation, desiring to amend its Articles, does hereby certify that:
1. The name of the corporation is:
Pennsylvania Manufacturers Corporation
2. The location of its registered office in this Commonwealth is (the Department
of State is hereby authorized to correct the following statement to conform to
the records of the Department):
1021 West Eighth Avenue
-----------------------
(NUMBER) (STREET)
King of Prussia Pennsylvania 19406
--------------------------------------------------------------------
(CITY) (ZIP CODE)
3. The statute by or under which it was incorporated is:
Act of May 5, 1933, P.L. 364, as amended
4. The date of its incorporation is: February 23, 1982
5. (Check, and if appropriate, complete one of the following):
/X/ The meeting of the shareholders of the corporation at which the amendment
was adopted was held at the time and place and pursuant to the kind and period
of notice herein stated.
Time: The 17th day of April, 1989
Place: 925 Chestnut Street, Philadelphia, PA
Kind and period of notice Written notice (proxy statement); 31 days
/ / The amendment was adopted by a consent in writing, setting forth the
action so taken, signed by all of the shareholders entitled to vote thereon and
filed with the Secretary of the corporation.
6. At the time of the action of shareholders:
(a) The total number of shares outstanding was: 805,275 shares of Common
Stock and 220,725 shares of Class A common Stock.
(b) The number of shares entitled to vote was: 805,275 shares of Common
Stock (entitled to cast ten votes per share) and 220,725 shares of
Class A Common Stock (entitled to cast one vote per share).
7. In the action taken by the shareholders:
(a) The number of shares voted in favor of the amendment was: 720,853
shares of Common Stock and 196,822 shares of Class A Common Stock.
(b) The number of shares voted against the amendment was: 10,000 shares of
Common Stock and 2,000 shares of Class A Common Stock.
8. The amendment adopted by the shareholders, set forth in full, is as follows:
RESOLVED, that the first full paragraph of Article 5 of the Articles of
Incorporation of Pennsylvania Manufacturers Corporation shall be amended and
restated in its entirety as follows:
5. The aggregate number of shares which the Corporation shall have
authority to issue is: Twenty Million (20,000,000) shares of Common Stock, $5.00
par value per share (the "Common Stock"), and Twenty Million (20,000,000) shares
of Class A Common Stock, $5.00 par value per share (the "Class A Common Stock").
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles of
Amendment to be signed by a duly authorized officer and its corporate seal, duly
attested by another such officer, to be hereunto affixed this 17th day of April,
1989.
PENNSYLVANIA MANUFACTURERS CORPORATION
--------------------------------------
(NAME OF CORPORATION)
Attest:
By: /s/ David L. Johnson By: /s/ Frederick W. Anton
------------------------------- ---------------------------------
(SIGNATURE) (SIGNATURE)
David L. Johnson, Secretary Frederick W. Anton, III, President
- ------------------------------------ ----------------------------------
(TITLE; SECRETARY, (TITLE; PRESIDENT,
ASSISTANT SECRETARY, ETC.) VICE PRESIDENT, ETC.)
(CORPORATE SEAL)
INSTRUCTIONS FOR COMPLETION OF FORM
A. Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of Name)
or Form DSCB: 17.3 (Consent to Use of Similar Name) shall accompany
Articles of Amendment effecting a change of name.
B. Any necessary governmental approvals shall accompany this form.
C. Where action is taken by partial written consent pursuant to the Articles,
the second alternate of Paragraph 5 should be modified accordingly.
D. If the shares of any class were entitled to vote as a class, the number of
shares of each class so entitled and the number of shares of all other
classes entitled to vote should be set forth in Paragraph 6(b).
E. If the shares of any class were entitled to vote as a class, the number of
shares of such class and the number of shares of all other classes voted
for and against such amendment respectively should be set forth in
Paragraphs 7(a) and 7(b).
F. BCL Section 807 (15 P.S. Section 1807) requires that the corporation shall
advertise its intention to file or the filing of Articles of Amendment.
Proofs of publication of such advertising should not be delivered to the
Department, but should be filed with the minutes of the corporation.
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa. C.S. ss. 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
1. The name of the corporation is Pennsylvania Manufacturers Corporation
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 1021 West Eighth Avenue King of Prussia Pennsylvania 19046 Montgomery
----------------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o:
---------------------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.
3. The statute by or under which it was incorporated is: Act of Assembly
approved May 5, 1933, P.S. 364
4. The date of its incorporation is: February 23, 1982
5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of Amendment
in the Department of State.
__ The amendment shall be effective on _________________ at _______________
Date Hour
6. (Check one of the following):
X The amendment was adopted by the shareholders (or members) pursuant to 15
Pa.C.S. ss. 1914(a) and (b).
__ The amendment was adopted by the board of directors pursuant to 15 Pa.
C.S. ss. 1914(c).
7. (Check, and if appropriate complete, one of the following):
__ The amendment adopted by the corporation, set forth in full, as follows:
X The amendment adopted by the corporation as set forth in full in Exhibit A
attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
__ The restated Articles of Incorporation supersede the original Articles and
all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
22nd day of April 1991.
PENNSYLVANIA MANUFACTURERS CORPORATION
---------------------------------------
(Name of Corporation)
BY: /s/ Frederick W. Anton, III
-------------------------------
Frederick W. Anton, III
TITLE: President
-----------------
EXHIBIT A
TO ARTICLES OF AMENDMENT OF
PENNSYLVANIA MANUFACTURERS CORPORATION
The first full paragraph of Article 5 of the Articles of Incorporation
of Pennsylvania Manufacturers Corporation is amended and restated to read in its
entirety as follows:
"5. The aggregate number of shares which the Corporation shall
have authority to issue is: Forty Million (40,000,000) shares of Common
Stock, $5.00 par value per share (the "Common Stock"), and Forty
Million (40,000,000) shares of Class A Common Stock, $5.00 par value
per share (the "Class A Common Stock")."
STATEMENT OF CHANGE OF REGISTERED OFFICE
Indicate type of entity (check one)
X Domestic Business Corporation (15 PA.C.S. ss. 1507)
- ---
Foreign Business Corporation (15 PA.C.S. ss. 4144)
- ---
Domestic Nonprofit Corporation (15 PA.C.S. ss. 5507)
- ---
Foreign Nonprofit Corporation (15 PA.C.S. ss. 6144)
- ---
Domestic Limited Partnership (15 PA.C.S. ss. 8506)
- ---
In compliance with the requirements of the applicable provisions of 15
Pa.C.S. (relating to corporations and unincorporated associations) the
undersigned corporation or limited partnership, desiring to effect a change of
registered office, hereby states that:
1. The name of the corporation or limited partnership is:
Pennsylvania Manufacturers Corporation
----------------------------------------------------------------------------
2. The (a) address of this corporation's or limited partnership's current
registered office in this Commonwealth or (b) name of its commercial
registered office provider and the county of venue is: (the Department is
hereby authorized to correct the following information to conform to the
records of the Department):
(a) 1021 W. Eighth Avenue, King of Prussia PA 19406 Montgomery
------------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o:
--------------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation or a limited partnership represented by a commercial
registered office provider, the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and
official publication purposes.
3. (Complete part (a) or (b)):
(a) The address to which the registered office of the corporation or limited
partnership in this Commonwealth is to be changed is:
380 Sentry Parkway Blue Bell PA 19422-0754 Montgomery
------------------------------------------------------------------------
Number and Street City State Zip County
(b) The registered office of the corporation or limited partnership shall be
provided by:
c/o:
--------------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation or a limited partnership represented by a commercial
registered office provider, the count in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and
official publication purposes.
4. (Strike out if a limited partnership): Such change was authorized by the
Board of Directors of the corporation.
IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership has
caused this statement to be signed by a duly authorized officer thereof this
14 day of September, 1974.
--- --------- ----
Pennsylvania Manufacturers Corporation
----------------------------------------
(Name of Corporation/Limited Partnership)
BY: /s/ Robert Gaffney
------------------------------------
(Signature)
TITLE: Secretary
---------------------------------
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
In compliance with the requirements of 15 Pa.C.S. (section) 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:
1. The name of the corporation is: Pennsylvania Manufacturers Corporation
------------------------------------------
- --------------------------------------------------------------------------------
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) The PMA Building, 380 Sentry Parkway Blue Bell PA 19422 Montgomery
-----------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o N/A
-----------------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.
3. The statute by or under which it was incorporated is: Act of May 5, 1934,
P.L. 364, as amended
--------------------
4. The date of its incorporation is: February 23, 1982
---------------------------------------
5. (Check, and if appropriate complete, one of the following):
X The amendment shall be effective upon filing these Articles of
--- Amendment in the Department of State.
--- The amendment shall be effective on: at
-------------- ---------------
Date Hour
6. (Check one of the following):
X The amendment was adopted by the shareholders (or members) pursuant to
--- 15 Pa.C.S. (section) 1914(a) and (b).
--- The amendment was adopted by the board of directors pursuant to
15 Pa.C.S. (section) 1914(c).
7. (Check, and if appropriate, complete one of the following):
X The amendment adopted by the corporation, set forth in full,
--- as follows:
Article 7, the full text of which is set forth in its entirety
below, is hereby added to the Amended and Restated Articles of Incorporation of
the Corporation:
"7. Subchapters E, F, G, H, I and J of Chapter 25 and Sections 2538 and
2539 of Subchapter D of Chapter 25 of the Pennsylvania Business Corporation
Law of 1988, as amended, shall not be applicable to the Corporation."
--- The amendment adopted by the corporation is set forth in full in
Exhibit A attached hereto and made a part hereof.
8. (Check if the amendment restates the Articles):
The restated articles of Incorporation supercede the original
--- Articles and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this
25th day of June , 1997.
---------- ----------- ----
Pennsylvania Manufacturers Corporation
--------------------------------------
(Name of Corporation)
BY: /s/ Francis W. McDonnell
-----------------------------------
(Signature)
Francis W. McDonnell, Senior Vice President,
TITLE: Chief Financial Officer and Treasurer
----------------------------------------------
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. (S) 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: PENNSYLVANIA MANUFACTURERS CORPORATION
--------------------------------------
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) The PMA Building, 380 Sentry Parkway,
Blue Bell, Pennsylvania 19422-2328 Montgomery
-------------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o: N/A
-------------------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider, the
county in (b) shall be deemed the county in which the corporation is located for
venue and official publication purposes.
3. The statute by or under which it was incorporated is:
Act of May 5, 1933, P.L. 364, as amended
----------------------------------------
4. The date of its incorporation is: February 23, 1982
-----------------
5. (Check, and if appropriate complete, one of the following):
The amendment shall be effective upon filing these Articles of Amendment in
the Department of State.
X The amendment shall be effective on: December 7, 1998 at 12:01 a.m.
---------------- ---------
Date Hour
6. (Check one of the following):
The amendment was adopted by the shareholders (or members) pursuant to 15
Pa.C.S. (S) 1914(a) and (b).
X The amendment was adopted by the board of directors pursuant to 15 Pa.C.S.
(S) 1914(c).
7. (Check, and if appropriate complete, one of the following):
X The amendment adopted by the corporation, set forth in full, is as follows:
Resolved, that Article I of the Articles of Incorporation of the
Corporation is hereby amended in its entirety, to read as follows:
"I. The name of the Corporation is: PMA Capital Corporation."
The amendment adopted by the corporation is set forth in full in Exhibit A
attached hereto and made a part hereof.
DSCB:15-1915 (Rev 91)-2
8. (Check if the amendment restates the Articles):
The restated Articles of Incorporation supersede the original Articles and
all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this
1st day of December, 1998.
- -------------------------
Pennsylvania Manufacturers Corporation
--------------------------------------
(Name of Corporation)
BY: /s/ Francis W. McDonnell
----------------------------------
(Signature)
Francis W. McDonnell,
TITLE: Senior Vice President, Chief Financial
Officer and Treasurer
-------------------------------
Microfilm Number Filed with the Department of State on DEC 07 1998
----------- ------------
Entity Number 742680 /s/ Kim Pizzingrilli
------- ---------------------------------------
ACTING Secretary of the Commonwealth
STATEMENT OF CHANGE OF REGISTERED OFFICE
DSCB:15-1507/4144/5507/6144/8506 (Rev 90)
Indicate type of entity (check one):
X Domestic Business Corporation (15 PA.C.S. ss. 1507)
- ---
Foreign Business Corporation (15 PA.C.S. ss. 4144)
- ---
Domestic Nonprofit Corporation (15 PA.C.S. ss. 5507)
- ---
Foreign Nonprofit Corporation (15 PA.C.S. ss. 6144)
- ---
Domestic Limited Partnership (15 PA.C.S. ss. 8506)
- ---
In compliance with the requirements of the applicable provisions of 15
Pa.C.S. (relating to corporations and unincorporated associations) the
undersigned corporation or limited partnership, desiring to effect a change of
registered office, hereby states that:
1. The name of the corporation or limited partnership is:
PMA Capital Corporation
----------------------------------------------------------------------------
2. The (a) address of this corporation's or limited partnership's current
registered office in this Commonwealth or (b) name of its commercial
registered office provider and the county of venue is: (the Department is
hereby authorized to correct the following information to conform to the
records of the Department):
(a) The PMA Building,
380 Sentry Parkway Blue Bell Pennsylvania 19422-2328 Montgomery
--------------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o:
--------------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation or a limited partnership represented by a commercial
registered office provider, the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and
official publication purposes.
3. (Complete part (a) or (b)):
(a) The address to which the registered office of the corporation or limited
partnership in this Commonwealth is to be changed is:
1735 Market Street,
Suite 2800 Philadelphia Pennsylvania 19103-7590 Philadelphia
--------------------------------------------------------------------------
Number and Street City State Zip County
(b) The registered office of the corporation or limited partnership shall be
provided by:
c/o:
--------------------------------------------------------------------
Name of Commercial Registered Office Provider County
For a corporation or a limited partnership represented by a commercial
registered office provider, the county in (b) shall be deemed the county in
which the corporation or limited partnership is located for venue and
official publication purposes.
DSCB:15-1507/4144/5507/6144/8506 (Rev 90)-2
4. (Strike out if a limited partnership): Such change was authorized by the
Board of Directors of the corporation.
IN TESTIMONY WHEREOF, the undersigned corporation or limited partnership has
caused this statement to be signed by a duly authorized officer thereof this
7th day of December, 1998.
--- --------- ----
PMA Capital Corporation
----------------------------------------
(Name of Corporation/Limited Partnership)
BY: /s/ Francis W. McDonnell
------------------------------------
(Signature)
TITLE: Francis W. McDonnell,
Senior Vice President, Chief
Financial Officer and Treasurer
---------------------------------
Microfilm Number
--------------------
Filed with the Department of State on April 24, 2000
-----------------
Entity Number
--------------------
- -------------------------------
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB:15-1915 (Rev 91)
In compliance with the requirements of 15 Pa.C.S. ss. 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: PMA Capital Corporation
------------------------
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 1735 Market Street, Suite 2800 Philadelphia PA 19103-7590 Philadelphia
-----------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o __________________________________________________________________:
Name of Commercial Registered Office Provider County
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.
3. The statute by or under which it was incorporated is: Pennsylvania Business
-----------------------
Corporation Law, Act of May 5, 1933, P.L. 364, as amended
- ---------------------------------------------------------
4. The date of its incorporation is: February 23, 1982
-----------------
5. (Check, and if appropriate complete, one of the following):
- --- The amendment shall be effective upon filing these Articles of Amendment in
the Department of State.
X The amendment shall be effective on: April 24, 2000 at 5:00 P.M.
- --- -------------- ---------
Date Hour
6. (Check one of the following):
X The amendment was adopted by the shareholders (or members) pursuant to 15
- --- Pa., C.S.ss.1914(a) and (b).
- --- The amendment was adopted by the board of directors pursuant to 15 Pa.
C.S.ss.1914(c).
7. (Check, and if appropriate complete, one of the following):
The amendment adopted by the corporation, set forth in full, is as follows:
- ---
X The amendment adopted by the corporation is set forth in full in Exhibit A
- --- attached hereto and made a part hereof.
DSCB:15-1915 (Rev 91)-2
8. (Check if the amendment restates the Articles):
The restated Articles of Incorporation supersede the original Articles and
- --- all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these Articles
of Amendment to be signed by a duly authorized officer thereof this 24th day of
----
April 2000 .
- ----------
PMA Capital Corporation
----------------------------------
(Name of Corporation)
BY: /s/ Charles A. Brawley, III
---------------------------
(Signature)
Charles A. Brawley, III
TITLE: Vice President -Corporate Counsel
EXHIBIT A
ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF
----------------------------------------------------------
INCORPORATION OF PMA CAPITAL CORPORATION
----------------------------------------
Article 6 of the Amended and Restated Articles of Incorporation of PMA
Capital Corporation (the "Corporation") is deleted in its entirety and Article 5
thereof is amended and restated to read in its entirety as follows:
5. The aggregate number of shares which the corporation shall have
authority to issue is: Forty Million (40,000,000) shares of Class A
Common Stock, $5.00 par value per share ("Class A Common Stock") and
Two Million (2,000,000) shares of Preferred Stock $.01 par value per
share ("Preferred Stock").
A. Class A Common Stock
Except as otherwise required by the Pennsylvania Business
Corporation Law or as otherwise provided in these Articles of
Incorporation, with respect to all matters upon which shareholders
are entitled to vote or to which shareholders are entitled to give
consent, every holder of any outstanding shares of the Class A
Common Stock shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of the Class A Common Stock
standing in his name. In all elections for directors, holders of
Class A Common Stock shall not be entitled to cumulate their
votes.
B. Conversion of the Common Stock.
Each share of Common Stock, $5.00 par value per share ("Common
Stock"), shall automatically, and without any action by the holder
thereof, effective as of 5 p.m. (Eastern Time) on the date of the
filing of these Articles of Amendment with the Pennsylvania
Department of State ("Effective Time"), be converted into one
fully paid and nonassessable share of Class A Common Stock. The
issuance of a certificate or certificates for shares of Class A
Common Stock, if requested by the holder thereof by reason of the
foregoing conversion of shares of Common Stock, shall be made
without charge. As of the Effective Time, the holder of any shares
of Common Stock shall be treated for all purposes as having become
the holder of the identical number of shares of Class A Common
Stock at such time and shall have and may exercise all the rights
and powers appertaining thereto. No adjustments in respect of past
cash dividends shall be made by reason of the foregoing conversion
of shares of Common Stock; provided, however, that if any shares
of Common Stock shall be converted subsequent to the record date
for the payment of a cash or stock dividend or other distribution
on shares of Common Stock but prior to such payment, the
registered holder of such shares at the close of business on such
record date shall be entitled to receive the cash or stock
dividend or the distribution payable to holders of the Common
Stock.
C. Preferred Stock
(1) The Preferred Stock may be issued from time to time in
one or more series by action of the Board of Directors of the
Corporation. The Board of Directors of the Corporation shall have
the full authority permitted by the Pennsylvania Business
Corporation Law to establish by resolution one or more series, to
determine the designation and the number of shares constituting
each such series and to determine the voting rights, preferences,
limitations, conversion rights and special or relative rights of
any series of the Preferred Stock that may be desired. Except as
otherwise provided in the terms of any series of the Preferred
Stock and subject to the limitation on the total number of shares
of Preferred Stock that the Corporation has authority to issue
hereunder, the Board of Directors of the Corporation is also
authorized to increase or decrease the number of shares of any
series, subsequent to the issue of that series, but not below the
number of shares of such series then outstanding. In case the
number of shares of any series shall be so decreased, the shares
constituting such decrease shall resume the status that they had
prior to the adoption of the resolutions originally fixing the
number of shares of such series. Without limiting the generality
of the foregoing, the Board of Directors of the Corporation shall
have full authority with respect to:
(a) the designation of the series and the number of
shares to constitute each series;
(b) the dividend rate on the shares of each series, any
conditions on which and times at which dividends are payable,
whether dividends shall be cumulative, and the preference or
relation (if any) with respect to such dividends (including
possible preferences over dividends on the Class A Common
Stock or any other class or classes or series of stock);
(c) whether the series will be redeemable (at the option
of the Corporation or the holders of such shares or both, or
upon the happening of a specified event) and, if so, the
redemption prices and the conditions and times upon which
redemption may take place and whether for cash, property or
rights, including securities of the Corporation or another
corporation;
(d) the terms and amount of any sinking, retirement
or purchase fund;
(e) the conversion or exchange rights (at the option of
the Corporation or the holders of such shares or both, or upon
the happening of a specified event), if any, including the
conversion or exchange price and other terms of conversion or
exchange;
(f) the voting rights, if any (other than any voting
rights that the Preferred Stock may have as a matter of
law);
(g) any restrictions on the issue or reissue or sale
of additional Preferred Stock;
(h) the rights of the holders upon voluntary or
involuntary liquidation of the Corporation (including
preferences, if any, over the Class A Common Stock or any
other class or classes or series of stock);
(i) the preemptive rights, if any, to subscribe to
additional issues of stock or securities of the
Corporation; and
(j) such other special rights and privileges, if any, for
the benefit of the holders of the Preferred Stock, as shall
not be inconsistent with provisions of these Articles of
Incorporation.
(2) All shares of Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series
issued at different times may differ as to dates, if any, from
which dividends thereon may accumulate. All shares of Preferred
Stock of each series shall be of equal rank and shall be identical
in all respects except that any series may differ from any other
series with respect to any one or more of the designations,
relative rights, preferences and limitations described or referred
to in subparagraph 5.C.(1) hereof.
Microfilm Number
--------------------
Filed with the Department of State on May 3, 2000
------------
Entity Number
--------------------
- -------------------------------
Secretary of the Commonwealth
STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
DSCB:15-1522 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. ss. 1522(b) (relating
to statement with respect to shares), the undersigned corporation, desiring to
state the designation and voting rights, preferences, limitations, and special
rights, if any, of a class or series of its shares, hereby states that:
1. The name of the corporation is: PMA Capital Corporation
------------------------
2. (Check and complete one of the following):
The resolution amending the Articles under 15 Pa.C.S.ss. 1522(b) (relating
- -- to divisions and determinations by the board), set forth in full, is as
follows:
X The resolution amending the Articles under 15 Pa.C.S.ss. 1522(b) is set
- -- forth in full in Exhibit A attached hereto and made a part hereof.
3. The aggregate number of shares of such class or series established and
designated by (a) such resolution, (b) all prior statements, if any, filed
under 15 Pa.C.S.ss. 1522 or corresponding provisions of prior law with
respect thereto, and (c) any other provision of the Articles is 2,000,000
---------
shares of preferred stock and 40,000 shares of Series A Junior
Participating Preferred Stock.
4. The resolution was adopted by the Board of Directors or an authorized
committee thereof on: May 3, 2000
-------------
5. (Check, and if appropriate complete, one of the following):
The resolution shall be effective upon the filing of this statement with
respect to shares in the Department of State.
X The amendment shall be effective on: May 3, 2000 at 5:00 P.M.
- -- ----------- ---------
Date Hour
IN TESTIMONY WHEREOF, the undersigned corporation has caused this statement
to be signed by a duly authorized officer thereof this 3rd day of May, 2000.
PMA Capital Corporation
----------------------------------
(Name of Corporation)
BY: /s/ Charles A. Brawley, III
---------------------------
(Signature)
Charles A. Brawley, III
TITLE: Vice President and Corporate Counsel
EXHIBIT A
ATTACHED TO
STATEMENT WITH RESPECT TO SHARES-DOMESTIC BUSINESS CORPORATION
--------------------------------------------------------------
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
PMA CAPITAL CORPORATION
ESTABLISHING GENERAL TERMS OF PREFERRED STOCK AND DESIGNATING
FIRST SERIES THEREOF ENTITLED
"SERIES A JUNIOR PARTICIPATING PREFERRED STOCK"
A. General Terms of Preferred Stock
--------------------------------
RESOLVED, that pursuant to the authority expressly vested in the Board
of Directors of PMA Capital Corporation (herein called the "Corporation") by
Article 5 of the Amended and Restated Articles of Incorporation of the
Corporation, ("Articles of Incorporation") the Board of Directors hereby fixes
and determines the number of shares and the voting rights, designations,
preferences, limitations and special rights applicable to all shares of all
series of the class of stock hereby designated as the "Preferred Stock" as
follows:
Section 1. General. The class of Preferred Stock shall consist of
2,000,000 shares, par value $.01 per share. The shares of Preferred Stock may be
divided into and issued in series from time to time. All shares of any
particular series Preferred Stock shall be identical to all other shares of that
series. Except as otherwise subordinated in a resolution or resolutions of the
Board of Directors creating a series of the Preferred Stock (any such resolution
referred to hereinafter as an "Adopting Resolution"), all shares of Preferred
Stock of all series shall rank ratably as to dividends and assets according to
the respective rates and amounts provided in this resolution and in any Adopting
Resolution.
B. Specific Terms of Series A Junior Participating Preferred Stock
---------------------------------------------------------------
RESOLVED, that pursuant to the authority expressly vested in the Board
of Directors of the Corporation by Article 5 of the Articles of Incorporation,
the Board of Directors hereby fixes and determines the number of shares and the
voting rights, designations, preferences, limitations and special rights of
shares of a series of Preferred Stock, by establishing and designating such
series as follows:
Section 1. Designation. There shall be a series of Preferred Stock
which shall consist of 40,000 shares and designated as the "Series A Junior
Participating Preferred Stock" (such series being herein called the "Series A
Preferred Stock"). Such number of shares may be increased or decreased by
resolution of the Board of Directors; provided, that no decrease shall reduce
the number of shares of Series A Preferred Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
Section 2. Definitions.
------------
(A) The term "Common Stock" as used in this resolution shall be deemed
to mean the Class A Common Stock of the Corporation and stock of the Corporation
of any class, whether now or hereafter authorized, which has the right to
participate in the distribution of either earnings or assets of the Corporation
without limit as to the amount or percentage.
(B) The term "Dividend Parity Stock" as used in this resolution with
respect to Series A Preferred Stock shall be deemed to mean all other stock of
the Corporation ranking equally therewith as to the payment of dividends. The
term "Liquidation Parity Stock" as used in this resolution with respect to
Series A Preferred Stock shall be deemed to mean all other stock of the
Corporation ranking equally therewith as to distribution of assets upon
liquidation.
(C) The term "Junior Stock" as used in this resolution with respect to
Series A Preferred Stock shall be deemed to mean the Common Stock and all other
stock of the Corporation ranking junior to the Series A Preferred Stock as to
the payment of dividends and the distribution of assets upon liquidation.
(D) The term "Senior Stock" as used in this resolution with respect to
Series A Preferred Stock shall be deemed to mean all other stock of the
Corporation ranking senior to the Series A Preferred Stock as to the payment of
dividends or the distribution of assets upon liquidation.
Section 3. Dividends and Distributions.
---------------------------
(A) Subject to the rights of the holders of any shares of any
class of Senior Stock, the holders of shares of Series A Preferred
Stock, in preference to the holders of Common Stock and of any other
Junior Stock, 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 10th day of January, April,
July and October in each year (or, in each case if not a date 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 share or fraction
of a share of Series A Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $1.00 or (b) subject
to the provision for adjustment hereinafter set forth, one thousand
times the aggregate per share amount of all cash dividends, and one
thousand times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on
the Common Stock 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 share of
Series A Preferred Stock. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares
of Common Stock or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment
2
of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to
which holders of shares of Series A Preferred Stock 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 shares of Common Stock
outstanding immediately after such event and the denominator of which
is the number of shares of Common Stock that were outstanding
immediately prior to such event.
(B) The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in paragraph (A) of this
Section immediately after it declares a dividend or distribution on the
Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such 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 shares of Series A Preferred Stock 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 shares
of Series A Preferred Stock 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 shares of Series A Preferred Stock
entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be not more than 90 days prior to the
date fixed for the payment thereof.
Section 4. Voting Rights. The holders of shares of Series A Preferred
Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder
thereof to one thousand votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a
fraction, the numerator of which
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is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event;
provided, however, that in no event shall any share of Series A
Preferred Stock have more than one thousand votes per share.
(B) Except as otherwise provided herein, in any other Adopting
Resolution, or by law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock and any other capital
stock of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of
shareholders of the Corporation.
(C) Except as set forth herein, or as otherwise provided by
law, holders of Series A Preferred Stock 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 Stock as set forth
herein) for taking any corporate action.
Section 5. Certain Restrictions.
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(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Section 3 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(1) declare or pay dividends or make any other
distributions, on any shares of Junior Stock;
(2) declare or pay dividends, or make any other
distributions, on any shares of Dividend Parity Stock, except
dividends paid ratably on the Series A Preferred Stock and all
such Dividend Parity Stock on which dividends are payable or
in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;
(3) redeem or purchase or otherwise acquire for
consideration shares of any Junior Stock, provided that the
Corporation may at any time redeem, purchase or otherwise
acquire shares of any such Junior Stock in exchange for shares
of any other class of Junior Stock; or
(4) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any
shares of Dividend Parity Stock, except in accordance with a
purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series
and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or
classes.
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(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 5, purchase or otherwise acquire such
shares at such time and in such manner.
Section 6. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Articles of Incorporation, or in any other Adopting Resolution creating another
series of Preferred Stock or as otherwise required by law.
Section 7. Liquidation, Dissolution or Winding Up.
--------------------------------------
(A) Upon any liquidation, dissolution or winding up (collectively a
"Liquidation") of the Corporation, no distribution shall be made (1) to the
holders of shares of Junior Stock unless, prior thereto, the holders of shares
of Series A Preferred Stock shall have received $1000 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, provided that the holders of shares of
Series A Preferred Stock shall be entitled to receive an aggregate amount per
share, subject to the provision of adjustment hereinafter set forth, equal to
one thousand times the aggregate amount to be distributed per share to holders
of shares of Common Stock, or (2) to the holders of shares of Dividend Parity
Stock, except distributions made ratably on the Series A Preferred Stock and all
such Dividend Parity Stock in proportion to the total amounts to which the
holders of all such shares are entitled upon Liquidation. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under the provision in clause (1) of
the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
(B) None of the following shall be considered a Liquidation within the
meaning of this section:
(1) a consolidation or merger of the Corporation with or into any
other corporation;
(2) a merger of any other corporation into the Corporation;
(3) a reorganization of the Corporation;
(4) the purchase or redemption of all or part of the outstanding
shares of any class or classes of the Corporation;
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(5) a sale or transfer of all or any part of the assets of the
Corporation;
(6) a share exchange to which the Corporation is a party; or
(7) a division of the Corporation
Section 8. Consolidation, Merger etc. In case the Corporation shall
enter into any consolidation, merger, division, share exchange, business
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash or any other
property, or a combination thereof, then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to one thousand times the aggregate amount of stock, securities, cash or
any other property, or a combination thereof (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 9. No Redemption. The shares of Series A Preferred Stock shall
not be redeemable.
Section 10. Rank. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and the distribution of assets upon liquidation,
junior to all other classes of Preferred Stock (and series thereof) of the
Corporation, whether now or hereafter authorized.
Section 11. Amendment. The Articles of Incorporation shall not be
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect
them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
together as a single class.
PH3-638400-8
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