EXHIBIT 3.1
RESTATED
ARTICLES OF INCORPORATION
JOSTENS, INC.
Restated as of October 28, 1999, as supplemented by the
Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock, attached
hereto and incorporated herein.
ARTICLE I
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The name of the Corporation shall be Jostens, Inc.
ARTICLE II
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The purposes of this Corporation shall be as follows:
(1) To manufacture, buy and sell at wholesale and retail, and otherwise dispose
of and deal in, all kinds of jewelry, diamonds, watches, watch findings and
materials, jewelers' supplies of all sorts and kinds, machinery, tools,
medals, trophies, stationery, printed matter of all kinds, sporting goods
and all other kinds of merchandise or parts thereof;
(2) To refine, market and distribute crude oil, or petroleum and all of its
products; to locate, purchase, lease or otherwise acquire, and to sell,
mortgage or otherwise dispose of lands containing or believed to contain
petroleum, oil or natural gas, or any of them, and to drill or prospect for
or produce the same; to purchase, lease or otherwise acquire, and to sell,
mortgage or otherwise dispose of developed or producing oil and gas
properties or the products of such oil or gas properties; to purchase,
produce, refine, sell and distribute petroleum and all of the products and
by-products thereof, to buy, sell or otherwise dispose of, and manufacture
all kinds of illuminating, burning and heating oils, and gasoline, naphtha,
lubricants, greases, waxes and all other products and by-products of
petroleum; to act as broker or agent for others in all of said acts, to
build, construct, equip, maintain, own, control, lease or otherwise
acquire, and to operate all necessary tanks, tank cars, pipes and
pipelines, compressors, separating plants, refineries, buildings and
warehouses, and the necessary fixtures and equipment thereunto obtaining
and other and all means of refining, storing, saving, conveying,
transporting, exporting, or marketing petroleum, oil and gas, or the crude
or refined products of either; and to do any and all other acts and things
necessary as a broker or agent in the marketing or sale of petroleum
products, property, or its allied lines;
(3) To manufacture, have manufactured under license or otherwise, use, buy,
sell and in all respects deal in and with chemicals and chemical compounds
and chemical products of every kind and nature, including, without limiting
the generality of the foregoing, alcohol, gasoline and rubber, whether
synthetically produced or otherwise, alcohol, gasoline, and rubber
products, wood products, plastics and products thereof, of every kind and
nature whatsoever, and all forms of ersatz or substitute materials and
products;
(4) To purchase or otherwise acquire, apply for, register, hold, use, sell or-
in-any manner dispose of and to grant licenses or other rights in and in
any manner deal in patents, inventions, improvements, processes, formulas,
trademarks, trade names, rights and licenses secured under letters patent,
copyrights or otherwise;
(5) To acquire, hold, pledge, hypothecate, sell or otherwise dispose of the
shares, bonds, securities and other evidences of indebtedness of any person
or of any domestic or foreign corporation;
(6) To purchase, lease or otherwise acquire, hold, sell, exchange, transfer,
repair, maintain, improve, mortgage, pledge or otherwise hypothecate, and
in any other manner deal in and deal with real property, mixed and personal
property wherever situated; and
(7) In general, to have and exercise all of the powers conferred by the laws of
the State of Minnesota upon business corporations, it being expressly
provided that the foregoing-enumeration of specific purposes and powers
shall not be held to limit or restrict in any manner such general powers,
and that the foregoing enumeration of purposes and powers shall be in no
way limited or restricted by reference to or inference from the terms of
any other clause or paragraph hereof.
ARTICLE III
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The period of duration of this Corporation shall be perpetual.
ARTICLE IV
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The location and post office address of the registered office of this
Corporation in Minnesota is 5501 Norman Center Drive, Bloomington, Minnesota
55437.
ARTICLE V
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The total authorized number of shares of this Corporation is 104,000,000
divided into 4,000,000 Preferred Shares of par value $1.00 each and 100,000,000
Common Shares of the par value of $.33-1/3 each.
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The relative rights, voting power, preferences and restrictions granted to
or imposed upon the shares of each class of the Corporation are as follows:
A. PRIORITY OF PREFERRED SHARES. The Preferred Shares are senior to the
Common Shares with respect to dividends and with respect to the
distributive amounts to which the holders of the Preferred Shares are
entitled upon liquidation, dissolution or winding up of the Corporation.
B. ISSUANCE OF PREFERRED SHARES IN SERIES. The Preferred Shares may be
issued from time to time in one or more series, each of which series shall
have such designation and such relative rights, voting power, preferences
and restrictions as are hereinafter provided and, to the extent hereinafter
permitted, as are determined and stated by the Board of Directors in the
resolution or resolutions authorizing the creation of shares of such
series.
All Preferred Shares shall be of equal rank and shall be identical, except
in respect of the particulars that may be determined by the Board of
Directors as hereinafter provided, and each share of each series shall be
identical in all respects with the other shares of such series, except as
to the dates from which dividends thereon shall be cumulative. Preferred
Shares shall be issued only as fully paid and nonassessable shares.
Authority is hereby expressly granted to the Board of Directors, subject to
the provisions of this Article V, to authorize the issuance of Preferred
Shares in one or more series, and to determine and state, by the resolution
or resolutions authorizing the creation of each series:
(1) The designation of the series and the number of shares which
shall constitute such series, which number may be altered from
time to time by like action of the Board of Directors in respect
of shares then unissued;
(2) The annual rate of dividends payable on the shares of such
series;
(3) The price or prices per share at which the shares of such series
shall be redeemable;
(4) The amount payable on shares of such series in the event of any
dissolution, liquidation or winding up of the affairs of the
Corporation;
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(5) Whether or not the shares of such series shall be entitled to the
benefit of a sinking fund to be applied to the redemption of such
series and, if so entitled, the amount of such fund and the
manner of its application;
(6) Whether or not the shares of such series shall be convertible
into shares of any other class or classes or any other series of
the same class of the Corporation and, if made so convertible,
the conversion price or prices and the manner of making such
conversion;
(7) Whether or not the shares of the series shall have voting rights,
in addition to the voting rights provided by law, and, if so, the
terms of such voting rights; and
(8) Any other powers, preferences and relative participating,
optional or other special rights, and the qualifications,
limitations or restrictions thereof, of the shares of such
series, as the Board of Directors may deem advisable and as shall
not be inconsistent with applicable law and the provisions of
this Article V.
C. DIVIDENDS. Before any dividends on Common Shares shall be paid or declared
and set apart for payment (other than dividends payable in Common Shares of the
Corporation), the holders of the Preferred Shares of each series shall be
entitled to receive, out of any funds legally available for such purpose, cash
dividends at the annual rate for such series theretofore fixed by the Board of
Directors as hereinbefore provided, and no more, payable quarterly on such dates
as may be fixed in the resolution or resolutions adopted by the Board of
Directors authorizing the creation of such series. Such dividends shall be
cumulative in the case of shares of each particular series:
(1) If issued prior to the record date for the first dividend on shares of
such series, then from and including the date fixed for such purpose
by the Board of Directors in the resolution or resolutions creating
such series;
(2) If issued during the period commencing immediately after the record
date for a dividend on shares of such series and terminating at the
close of the payment date for such dividend, then from and including
such last mentioned dividend payment date;
(3) Otherwise from and including the quarterly dividend payment date next
preceding the date of issue on such shares.
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No dividend shall be paid or declared and set apart for payment upon any
Preferred Shares of any series for any quarterly dividend period unless at the
same time a like proportionate dividend for the same or comparable quarterly
period, ratable in proportion to the annual dividend rates fixed therefore,
shall be paid or declared and set apart for payment upon All Preferred Shares of
all series then issued and outstanding.
In no event shall any dividend be paid or declared, nor shall any distribution
be made, on the Common Shares of the Corporation, nor shall any Common Shares be
purchased, redeemed or otherwise acquired by the Corporation for value, nor
shall any moneys be paid to or set aside or made available for a purchase fund
or sinking fund for the purchase or redemption of any Common Shares of the
Corporation, unless all dividends on the Preferred Shares of all series for all
past quarterly dividend periods and for the then current quarterly dividend
period shall have been paid or declared and a sum sufficient for the payment
thereof set apart for payment, and unless all accrued sinking fund obligations,
if any, of the Corporation shall have been satisfied in respect of each series
for which a sinking fund has been provided for in the resolution or resolutions
authorizing the creation of such series.
In no event shall any Preferred Shares be purchased, redeemed or other-wise
acquired by the Corporation for value, nor shall any moneys be paid or set aside
as a sinking fund for the benefit of any series of Preferred Shares unless all
dividends on the Preferred Shares of all series for all past quarterly dividend
periods and for the then current quarterly dividend period shall have been paid
or declared and a sum sufficient for the payment thereof set apart for payment,
except in the event all of the Preferred Shares shall be called for redemption.
Subject to the provisions of this Article V and not otherwise, dividends may be
declared by the Board of Directors and paid from time to time, out of any funds
legally available therefore, upon the then outstanding Common Shares of the
Corporation, and the holders of the Preferred Shares shall not be entitled to
participate in any such dividends.
D. REDEMPTION OF PREFERRED SHARES. The Preferred Shares of any and all series
may be redeemed as a whole at any time or in part from time to time (unless the
resolution or resolutions authorizing the creation of a series shall specify the
first date upon which shares of such series may be redeemed, in which event
shares of such series shall not be redeemable until such date) at the option of
the Corporation by resolution of the Board of Directors at the applicable
redemption price for the shares of such series as determined by the Board of
Directors in the resolution or resolutions authorizing the creation of such
series, together with an amount equal to accrued and unpaid dividends thereon to
the redemption date. If less than all the outstanding
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Preferred Shares of any series are to be redeemed, the redemption may be made
either by lot or pro rata in such manner as the Board of Directors may
prescribe.
Notice of every redemption of Preferred Shares shall be mailed, addressed to the
holders of record of the shares to be redeemed at their respective addresses as
they appear on the stock books of the Corporation, not less than thirty (30) and
not more than sixty (60) days prior to the date fixed for redemption.
If notice of redemption shall have been duly given as aforesaid, and if, on or
before the redemption date specified in the notice, all funds necessary for the
redemption shall have been deposited in trust with a bank or trust company in
good standing and doing business at any place within the United States of
America, having capital, surplus and undivided profits aggregating at least
$1,000,000, and designated in the notice of redemption, for the pro rata benefit
of the holders of the shares so called for redemption, so as to be and continue
to be available therefore, then, from and after the date of such deposit,
notwithstanding that any certificate for Preferred Shares so called for
redemption shall not have been surrendered for cancellation, the shares
represented thereby shall no longer be deemed outstanding, the dividends thereon
shall cease to accumulate from and after the date fixed for redemption, and all
rights with respect to the Preferred Shares so called for redemption shall
forthwith on the date of such deposit cease and terminate, except only the right
of the holders thereof to receive the redemption price of the shares so
redeemed, including accrued dividends to the redemption date, but without
interest, and, in the case of such deposit, any conversion rights not
theretofore expired, shall cease and terminate. Any funds deposited by the
Corporation pursuant to this paragraph and unclaimed at the end of six years
after the date fixed for redemption shall be repaid to the Corporation upon its
request expressed in a resolution of its Board of Directors, after which
repayment the holders of the shares so called for redemption shall look only to
the Corporation for the payment thereof.
E. DISSOLUTION, LIQUIDATION AND WINDING UP. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, before any
distribution or payment shall be made to the holders of Common Shares of the
Corporation, the holders of the shares of each series of Preferred Shares shall
be entitled to be paid in full the respective amounts fixed by the Board of
Directors in the resolution or resolutions authorizing the issue of such series,
(which amounts may vary depending upon whether the dissolution, liquidation or
winding up is voluntary or involuntary), together in either event with a sum, in
the case of each share, equal to the accrued and unpaid dividends thereon to the
date fixed for such distribution or payment. If such distribution or payment
shall have been made to the holders of the Preferred Shares, or moneys made
available for such payments in full, the remaining assets and funds of the
Corporation shall be distributed among the holders of the Common Shares of the
Corporation, to the exclusion of the holders of Preferred Shares
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of any and all series, ratably according to the number of Common Shares held by
them respectively. If the assets available are not sufficient to pay in full the
amounts so payable to the holders of all outstanding Preferred Shares, the
holders of all series of such shares shall share ratably in any distribution of
assets in proportion to the full amounts to which they would otherwise be
respectively entitled. The consolidation or merger of the Corporation into or
with any other corporation or corporations shall not be deemed a liquidation,
dissolution or winding up of the affairs of the Corporation within the meaning
of any of the provisions of this paragraph.
F. VOTING RIGHTS. Each holder of record of Preferred Shares shall be entitled
to as many votes as are provided for by the resolution or resolutions
authorizing the creation of one or more series of Preferred Shares for each such
share held by him. Each holder of record of Common Shares shall be entitled to
one vote for each such share held by him. Except as otherwise required by law or
by the Articles of Incorporation of the Corporation or by the resolution or
resolutions authorizing the creation of one or more series of Preferred Shares,
the vote of the holders of all or any portion of any class or series of shares,
as a class or series, shall not be required, but instead voting shall be without
distinction between classes or series. Voting for the election of directors
shall not be cumulative.
G. SPECIAL VOTING RIGHTS OF HOLDERS OF PREFERRED SHARES. The holders of
Preferred Shares shall have the following special voting rights:
(1) So long as any Preferred Shares of any series are outstanding, the
Corporation shall not without the consent of the holders of at least
two thirds of the total number of Preferred Shares of all series then
outstanding amend the Articles of Incorporation so as to create or
authorize any class of shares ranking prior to the Preferred Shares or
other-wise to affect adversely any of the preferences or other rights
of the holders of the Preferred Shares (except as specifically
provided in subparagraph (2) below; provided, however, that if any
such amendment would affect adversely the holders of one or more, but
not all, of the series of the Preferred Shares at the time
outstanding, consent only of the holders of at least two-thirds of the
total number of shares of each series so adversely affected shall be
required.
(2) So long as any Preferred Shares of any series are outstanding, the
Corporation shall not without the consent of the holders of at least a
majority of the total number of Preferred Shares of all series then
outstanding amend the Articles of Incorporation so as to increase the
authorized number of Preferred Shares or to create any shares of a
class on a parity with the Preferred Shares with respect to dividends
or with
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respect to the distributive amounts to which the holders thereof are
entitled upon liquidation, dissolution or winding up of the
Corporation.
(3) If and whenever all or any part of each of six full quarterly dividend
installments on the Preferred Shares of any series outstanding,
whether or not consecutive, shall be in default and if and whenever
the Corporation has defaulted in whole or in part for two years,
whether or not consecutive, with respect to its sinking fund
obligations for any series of Preferred Shares, the number of members
of the Board of Directors shall be increased by two and the holders of
Preferred Shares of all series at the time outstanding, voting
separately as a class, shall at any annual meeting of the shareholders
or any special meeting of the shareholders called as herein provided
occurring during such period, elect such two additional directors and
such voting power shall continue until all arrears in payment of
quarterly dividends on the Preferred Shares of all series shall have
been paid and the dividends thereon for the current quarter shall have
been declared and paid or set apart and all accrued sinking fund
obligations of the Corporation with respect to the Preferred Shares of
all series shall have been fulfilled, and thereupon the holders of the
Preferred Shares shall be divested of such additional voting rights
and the terms of such two additional directors shall terminate, but
subject always to the same provisions for the vesting of such voting
rights in case of any such future default or defaults. At any meeting
at which the holders of Preferred Shares shall have such special
voting power to elect two directors, the holders of Preferred Shares
shall not be entitled to vote for the election of any other directors.
At any time when such voting rights shall be so vested in the holders
of the Preferred Shares, the proper officers o f the Corporation shall
upon the written request of the record holders of at least 5% of the
Preferred Shares of all series then outstanding, addressed to the
secretary of the Corporation, call a special meeting of the holders of
the Preferred Shares of all series for the purpose of electing such
additional two directors, such meeting to be held at the earliest
practicable date thereafter at the place designated for the holding of
annual meetings of shareholders of the Corporation and at least ten
days' written notice shall be given of such meeting. At any annual or
special meeting at which the holders of the Preferred Shares shall be
entitled to elect additional directors, the holders of a majority of
the then outstanding Preferred Shares of all series shall be
sufficient to constitute a quorum, whether present in person or by
proxy, and the vote of the holders of a majority of the Preferred
Shares present or represented at. any such meeting, at which there
shall be such quorum, shall be sufficient to elect two additional
members of the Board of Directors. Such voting by the holders of
Preferred Shares shall not be
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cumulative. Any vacancy in the office of a director elected by the
holders of Preferred Shares shall be filled only by the holders of
Preferred Shares.
H. RIGHTS OF HOLDERS OF COMMON SHARES. Subject to all provisions of this
Article V, the holders of the Common Shares shall be entitled to receive
dividends when and as declared by the Board of Directors out of any funds
legally available for such purpose. In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary or any
distribution of any of its assets to any of its shareholders, other than by
dividends from funds legally available therefore, and other than payments made
upon redemption or purchase of shares of the Corporation, after payment in full
of the amounts which the holders of the Preferred Shares are entitled to receive
in such event, the remaining assets of the Corporation shall be distributed
ratably to the holders of the Common Shares.
ARTICLE VI
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The business and affairs of the Corporation shall be managed by or under
the direction of a Board of Directors consisting of not less than five nor more
than fifteen directors, the exact number of directors to be determined from time
to time by resolution adopted by affirmative vote of a majority of the entire
Board of Directors. The directors shall be divided into three classes,
designated Class 1, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors.
At the annual meeting of shareholders held in 1984, Class I directors shall
be elected for a one-year term, Class 11 directors for a two-year term and Class
III directors for a three-year term. At each succeeding annual meeting of
shareholders beginning in 1985, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting for the year in
which his ten-n expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, disqualification or
removal from office. The shareholders shall have the right to remove any one or
all of the directors only for cause. Any vacancy on the Board of Directors that
results from a newly created directorship may be filled by the affirmative vote
of a majority of the Board of Directors then in office, and any other vacancy
occurring in the Board of Directors may be filled by a majority of the directors
then in office, although less than a quorum,
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or by a sole remaining director. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an annual or special
meeting of shareholders the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of these
Articles of Incorporation applicable thereto, and such directors so elected
shall not be divided into classes pursuant to this Article VI unless expressly
provided by such terms.
No person (other than a person nominated by or on behalf of the Board of
Directors) shall be eligible for election as a director at any annual or special
meeting of shareholders unless a written request that his or her name be placed
in nomination is received from a shareholder of record by the Secretary of the
Corporation not less than 30 days prior to the date fixed for the meeting,
together with the written consent of such person to serve as a director.
ARTICLE VII
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The shareholders of this Corporation shall have no preemptive right to
subscribe to any issue of shares of this Corporation now or hereafter made.
ARTICLE VIII
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The Board of Directors of this Corporation shall have authority to accept
or reject subscriptions for shares made after incorporation, and may grant
rights to convert any securities of this Corporation into shares of any class or
classes or grant options to purchase or subscribe for shares of any class or
classes.
ARTICLE IX
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The Board of Directors shall have authority to make and alter the Bylaws of
this Corporation subject to the power of the shareholders to change or repeal
such Bylaws.
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ARTICLE X
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The holders of a majority of the outstanding shares of this Corporation
shall have power to authorize the sale, lease, exchange or other disposal of all
or substantially all of the properties and assets of this Corporation, including
its goodwill, to amend the Articles of Incorporation of this Corporation, and to
adopt or reject an agreement of consolidation or merger.
ARTICLE XI
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No director shall be personally liable to the Corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except as otherwise required by Minnesota law. Any repeal or modification of
this Article by shareholders of this Corporation shall not adversely affect any
right or protection of a director existing at the time of such repeal or
modification.
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CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
JOSTENS, INC.
(Pursuant to Section 302A.401 of the
Minnesota Business Corporation Act)
The undersigned, Brian K. Beutner, Secretary of Jostens, Inc., a
corporation organized and existing under the business corporation act of the
State of Minnesota (hereinafter called the "Corporation"), hereby certifies
that:
(i) the following resolutions establishing a series of junior
participating preferred stock pursuant to Chapter 302A of the Minnesota Statutes
were adopted by the Board of Directors of the Corporation on July 23, 1998.
RESOLVED, that pursuant to the authority granted to and vested in the Board
of Directors of this Corporation (hereinafter called the "Board of Directors" or
the "Board") in accordance with the provisions of the Articles of Incorporation,
the Board of Directors hereby creates a series of Preferred Stock, par value
$1.00 per share (the "Preferred stock"), the Series A Junior Participating
Preferred Stock, and hereby states the designation and number of shares, and
fixes the relative rights, preferences, and limitations thereof as follows:
Section 1. Designation and Amount. The shares of such series shall be
----------------------
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A Preferred
Stock shall be 1,000,000. 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. Dividends and Distributions.
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(A) Subject to the rights of the holders of any shares of any series
of Preferred Stock (or any similar stock) ranking prior and superior to the
Series A Preferred Stock with respect to dividends, the holders of shares
of Series A Preferred Stock, in preference to the
holders of Common Stock (the "Common Stock") of the Corporation, 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 first day of March, June,
September and December in each year (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 (i) $1 or (ii)
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 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 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
(ii) 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 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
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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 60 days prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A
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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 100 votes on all matters submitted to a vote of the shareholders
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 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) Except as otherwise provided herein, in any other
Certificate of Designations creating a series of Preferred Stock or any
similar stock, 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) The holders of Preferred Shares shall have the following
special voting rights:
(i) So long as any Preferred Shares are outstanding, the Corporation
shall not without the consent of the holders of at least two-thirds of
the total number of Preferred Shares of all series then outstanding
amend the Articles of Incorporation so as to create or authorize any
class of shares ranking prior to the Preferred Shares or otherwise to
affect adversely any of the preferences or other rights of the holders
of the preferred Shares (except as specifically provided in
subparagraph (ii) below; provided, however, that if any such amendment
would affect adversely the holders of one or more, but not all, of the
series of the Preferred Shares at the time outstanding, consent only
of the holders of at least two-thirds of the total number of shares of
each series so adversely affected shall be required.
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(ii) So long as any Preferred Shares are outstanding, the
Corporation shall not without the consent of the holders of at least a
majority of the total number of Preferred Shares of all series then
outstanding amend the Articles of Incorporation so as to increase the
authorized number of Preferred Shares or to create any shares of a class on
a parity with the Preferred Shares with respect to dividends or with
respect to the distributive amounts to which the holders thereof are
entitled upon liquidation, dissolution or winding up of the Corporation.
(iii) If and whenever all or any part of each of six full
quarterly dividend installments on the Preferred Shares of any series
outstanding, whether or not consecutive, shall be in default and if and
whenever the Corporation has defaulted in whole or in part for two years,
whether or not consecutive, with respect to its sinking fund obligations
for any series of Preferred Shares, the number of members of the Board of
Directors shall be increased by two and the holders of Preferred Shares of
all series at the time outstanding, voting separately as a class, shall at
any annual meeting of the shareholders or any special meeting of the
shareholders called as herein provided occurring during such period, elect
such two additional directors and such voting power shall continue until
all arrears in payment of quarterly dividends on the Preferred Shares of
all series shall have been paid and the dividends thereon for the current
quarter shall have been declared and paid or set apart and all accrued
sinking fund obligations of the Corporation with respect to the Preferred
Shares of all series shall have been fulfilled, and thereupon the holders
of the Preferred Shares shall be divested of such additional voting rights
and the terms of such two additional directors shall terminate, but subject
always to the same provisions for the vesting of such voting rights in case
of any such future default or defaults. At any meeting at which the holders
of Preferred Shares shall have such special voting power to elect two
directors, the holders of Preferred Shares shall not be entitled to vote
for the election of any other directors. At any time when such voting
rights shall be so vested in the holders of the Preferred Shares, the
proper officers of the Corporation shall upon the written request of the
record holders of at least 5% of the Preferred Shares of all series then
outstanding, addressed to the secretary of the Corporation, call a special
meeting of the holders of the Preferred Shares of all series for the
purpose of electing such additional two directors, such meeting to be held
at the earliest practicable date thereafter at the place designated for the
holding of annual meetings of shareholders of the Corporation and at least
ten days' written notice shall be given of such meeting. At any annual or
special meeting at which the holders of the Preferred Shares shall be
entitled to elect additional directors, the holders of a majority of the
then outstanding Preferred Shares of all series shall be sufficient to
constitute a quorum, whether present in person or by proxy, and the vote of
the holders of a majority of the Preferred Shares present or represented at
any such meeting at which there shall be such quorum, shall be sufficient
to elect two additional members of the Board of Directors. Such voting by
the holders of Preferred Shares shall not be cumulative.
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Any vacancy in the office of a director elected by the holders of Preferred
Shares shall be filled only by the holders of Preferred Shares.
Section 4. Certain Restrictions.
--------------------
(A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 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:
(i) declare or pay dividends, or make any other distributions, on
any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except dividends paid ratably on the Series A Preferred Stock and all such
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;
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred 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 stock
of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration any
shares of Series A Preferred Stock, or any shares of stock ranking on a
parity with the Series A Preferred 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.
(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 4,
purchase or otherwise acquire such shares at such time and in such manner.
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Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
-----------------
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall 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.
Section 6. Liquidation. Dissolution or Winding. Upon any liquidation,
-----------------------------------
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of shares of Series A Preferred Stock shall have
received $100 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 for
adjustment hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time after the Record Date 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 proviso
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.
Section 7. Consolidation, Merger. etc. In case the Corporation shall
--------------------------
enter into any consolidation, merger, combination, statutory share exchange or
other transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, 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 100 times the aggregate
amount of stock, securities, cash and/or any other property (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.
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Section 8. No Redemption. The shares of Series A Preferred Stock shall not
-------------
be redeemable until August 20, 2008.
Section 9. Rank. The Series A Preferred Stock shall rank, with respect
----
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Corporation's preferred stock hereafter issued that
specifically provide that they shall rank senior to the Series A Preferred
Stock.
Section 10. Amendment. If any shares of the Series A Preferred Stock are
---------
outstanding, the Articles of Incorporation of the Corporation 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 a
majority of the outstanding shares of Series A Preferred Stock, voting together
as a single class.
(ii) That this resolution has been adopted in accordance with the
requirements of, and pursuant to, Chapter 302A of the Minnesota Statutes and
shall be effective as of when filed with the Secretary of State.
IN WITNESS WHEREOF, executed on behalf of the Corporation by its Secretary
this 23/rd/ day of July, 1998.
JOSTENS, INC.
/s/ Brian K. Beutner
-----------------------------
Brian K. Beutner
Secretary
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