EX-3.(i)(dd)
ARTICLES OF INCORPORATION
OF
BRILL NEWSPAPERS, INC.
FIRST: The name of the corporation is Brill Newspapers, Inc.
SECOND: The corporation is organized for the purpose of transacting any or
all lawful business, not required to be specifically stated herein, for which
corporations may be incorporated under Virginia law.
THIRD: The corporation shall have the authority to issue up to 1,000
shares of Class A common stock of the par value of $1.00 each and up to 150
shares of Class B common stock of the par value of $1.00 each. Shares of Class A
common stock and Class B common stock shall be alike in all respects, provided
that holders of Class B com-mon stock shall have no right to vote with respect
to such stock except as may be required under Virginia law. No holder of shares
of either class of common stock or any other securities of the corrporation
shall be entitled to the pre-emptive right to subscribe to additional shares of
either class of common stock to warrants or rights for the purchase of such
shares or to securities convertible into such shares.
FOURTH: The stated capital of the corporation may be reduced in any manner
provided by law without the assent of the stockholders of the corporation.
FIFTH: The post office address of the initial registered office is 1200
Mutual Building, in the City of Richmond, and the
initial registered agent at that address is Charles W. Laughlin, who is a
resident of the State of Virginia and a member of the Virginia State Bar.
SIXTH: The number of directors shall not be less than the minimum number
prescribed by law and shall be fixed by the by-laws of the corporation. The
initial board of directors shall consist of the following directors whose names
and addresses are:
NAME ADDRESS
---- -------
Alan R. Brill 1162 Woodberry Road
Charlottesville, Va. 22901
Bonnie P. Brill 1162 Woodberry Road
Charlottesville, Va. 22901
Charles W. Laughlin 6609 Three Chopt Road
Richmond, Va .23226
SEVENTH: The corporation shall indemnify each director and officer against
liabilities (including judgments and fines and reasonable attorney's fees, costs
and expenses and reasonable amounts paid in settlement) incurred by him in
connection with any actual or threatened action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative (any of which is
hereinafter referred to as a "proceeding") to which he may be made a party by
reason of his being or having been a director or officer of the cor-poration,
except in relation to any proceeding in which he has been adjudged liable
because of willful misconduct, bad faith or gross negligence involved in the
conduct of his office or, in relation to any criminal proceeding, in which he
had
reasonable cause to believe his conduct was unlawful (any of which behavior is
hereinafter referred to as "misfeasance"), provided, however, that even if he is
guilty of misfeasance he shall be entitled to such indemnification as shall be
finally ordered by a court. In the event of the disposition of any proceeding in
which no determination of misfeasance has been made, such indemnity shall be
conditioned upon a prior determination that the director or officer acted in
good faith and without misfeasance, and that such payments or obligations arc
reasonable. Such determination shall be made (i) by-the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
proceeding, (ii) by independent legal counsel in a written opinion if such a
quorum is not obtainable, or, even if obtainable, if a majority of disinterested
directors so directs, or (iii) by the shareholders. Directors eligible to make
any such determination or to -refer any such determination to independent legal
counsel must act with reasonable promptness when indemnificaiton is sought by
any director or officer. Expenses incurred in defending any proceeding may be
paid by the corporation in advance of the final disposition of such proceeding,
if authorized in the manner set forth in the preceding paragraph, upon receipt
of an undertaking by or on behalf of the director or officer to repay such
amount unless it shall ultimately be determined that he is entitled to
indemnification. Every reference herein to director or officer shall include
every director or
officer or former director or officer of the cor-poration and every person who
may have served at the request of the corporation or one of its subsidiaries as
a director or officer or in a similar capacity of another corporation (stock or
non-stock), partnership. joint venture, trust or other enterprise and, in all
such cases, the heirs, executors, and administrators of such officer or
director. The corporation may further indemnify each officer and director in any
other manner permitted by law, and shall so indemnify them if directed to do so
by the stockholders.
Dated: May 5, 1981
-------------------------------
Douglas R. Maxwell Incorporator
Articles of Amendment of
The Articles of Incorporation of
BRILL NEWSPAPERS INC.
1. In lieu of a special meeting by a written consent setting forth the
resolution and signed by all directors of the corporation before the resolution
was submitted to a vote of the stockholders entitled to vote thereon, the
directors of Brill Newspapers, Inc. adopted a resolution finding that the
following proposed amendment of the Articles of Incorporation of BRILL
NEWSPAPERS, INC. was in the best interests of the corporation and directing that
it be submitted to a vote of the corporation's stockholders entitled to vote
thereon:
That Section 2.2(n) ("Redemption of Convertible Preferred") of
Subdivision A of Article "Third" of the Articles of Incorporation be
amended by changing "January 31, 1990" appearing in the first sentence
thereof to read: "January 31, 1993".
2. The proposed amendment was adopted by the stockholders entitled to vote
thereon by a written consent in lieu of a special meeting, which consent set
forth the proposed amendment and was signed by all such stockholders.
3. The number of shares of each class of stock of the corporation
outstanding on the record date, the number of shares entitled to vote on the
proposed amendment, and the number of shares voted for and against the proposed
amendment were as follows:
A. Shares outstanding all classes:
Class Shares Outstanding
----- ------------------
Class A Common Stock 1,000
Class B Common Stock 150
B. Shares entitled to vote:
1,000 shares of Class A Common
150 shares of Class B Common
C. Shares voted:
FOR - 1,000 shares of Class A Common
- 150 shares of Class B Common
AGAINST - 0
Executed in the name of the corporation by its President and its Secretary
who declare under penalties of perjury that the facts stated herein are true.
Dated: January 26, 1982 BRILL NEWSPAPERS, INC.
BY
------------------------
Alan R. Brill, President
---------------------------
Bonnie P. Brill, Secretary
Articles of Amendment
of the Articles of Incorporation of
BRILL NEWSPAPERS, INC.
1. In lieu of a special meeting, by a written consent setting forth the
resolution and signed by all directors of the corporation, before the resolution
was submitted to a vote of the stockholders entitled to vote thereon, the
directors of Brill Newspapers, Inc adopted a resolution finding that the
following pro\-posed amendment of the Articles of Incorporation of Brill
Newspapers Inc. was in the best interests of the corporation and directing that
it be submitted to a vote of the corporation's stockholders entitled to vote
thereon:
That Section 2 ("Involuntary Dissolution") of Subdivision C of
Article "Third" of the Articles of Incorporation be amended to read as
follows:
2. Involuntary Dissolution. Upon any involuntary dissolution of the
corporation, after provision for payment and discharge of (or making
adequate provision for) all known debts, obligations, and liabilities of
the corporation, there shall be no "amount payable" (within the meaning of
Section 13.1-62 of the Code of Virginia) out of the corporation's net
assets to the then holder of any share of the corporation's Preferred
Stock or Common Stock, and the then remaining assets of the corporation
shall be distributed ratably among the then holders of any then issued and
outstanding shares of Preferred Stock in proportion to the number of
shares of Preferred Stock then owned by each and the holders of shares of
Common Stock shall have no right to any part of such remaining assets. If
upon such involuntary dissolution no share of Preferred Stock is then
issued and outstanding, the remaining assets of the corporation shall be
distributed ratably among the then holders of shares of the corporation's
Common Stock in proportion to the number of shares of Common Stock then
owned by each.
2. The proposed amendment was adopted by the stockholders entitled to vote
thereon by a written consent in lieu of a special
meeting, which consent set forth the proposed amendments and was signed by all
such stockholders.
3. The number of shares of each class of stock of the corporation
outstanding on the record date, the number of shares entitled to vote on the
proposed amendment, and the number of shares voted for and against the proposed
amendment were as follows:
A. Shares outstanding, all classes:
Class Shares Outstanding
----- ------------------
Class A Common Stock 1,000
Class B Common Stock 150
B. Shares entitled to vote:
1,000 shares of Class A Common
150 shares of Class B Common
C. Shares voted:
FOR - 1,000 shares of Class A Common
- 150 shares of Class B Common
AGAINST - 0
Executed in the name of the corporation by its President and its Secretary
who declare under penalties of perjury that the facts stated herein are true.
Dated: January 27, 1982 BRILL NEWSPAPERS, INC.
BY
-----------------------------
Alan R. Brill, President
--------------------------------
Bonnie P. Brill, Secretary
Articles of Amendment
of the Articles of Incorporation of
BRILL NEWSPAPERS, INC.
1. In lieu of a special meeting, by a written consent setting forth the
resolution and signed by all directors of the corporation before the resolution
was submitted to a vote of the stockholders entitled to vote thereon, the
directors of Brill Newspapers, Inc. adopted a resolution finding that the
following proposed amendment of the Articles of Incorporation of Brill
Newspapers Inc. was in the best interests of the corporation and directing that
it be submitted to a vote of the corporation's stockholders entitled to vote
thereon:
That Subsection 2.2 ("Redemption of Convertible Preferred") of
Section 2 of Subdivision A of Article "Third of the Articles of
Incorporation be amended to read as follows:
2.2. Redemption of Convertible Preferred. (m) During any time when
the corporation is contractually obligated then to purchase or redeem any
share of the Convertible Preferred, or (n) during and after such time
after January 31, 1993 as the Senior Preferred is or has been redeemed or
repurchased in whole by the corporation the Convertible Preferred shall be
redeemable in whole at any time or in part from time to time upon
resolution of the corporation's board of directors upon payment out of
funds legally available to the corporation therefor in lawful money of the
United States of America in respect of each share of the Convertible
Preferred then redeemed of the redemption price per share determined as
follows: first (a) there shall be determined a sum equal to a percentage
[which percentage shall be the greater of (p) 18.5% or (q) that percentage
determined by dividing the number of shares of the corporation's Common
Stock into which the then outstanding shares of the corporation's
Convertible Preferred would then be convertible (regardless of whether
such Convertible Preferred is in fact then convertible by the total number
of all shares, of the corporation's Common Stock of all classes then
outstanding and which would then be outstanding if all
shares of Convertible Preferred were then converted (regardless of whether
such Convertible Preferred then in fact convertible] of the higher of (x)
the then fair market value of corporation, determined by an appraiser
selected by corporation and (y) a value determined by (i) multiplying a
sum representing the corporation's earnings as determined from its
financial statement, on a consolidated basis with all of its then
subsidiaries, for the corporation's then most recently concluded full
fiscal year, without deduction for interest expense, taxes, non cash
expense items, or non-recurring extraordinary expenses, but reduced by any
contribution to corporation's cash flow theretofore arising from
properties divested by the corporation during such fiscal year, by it and
(ii) deducting from such product all of corporation's then liabilities
(including as a liability all then out standing shares of the Senior
Preferred) in excess of the corporation's then current assets, in each
case as reflected in and determinable from corporation's financial
statements, on a consolidated basis with all of its then subsidiaries, for
such fiscal year, then (b) the sum determined pursuant to (a) shall be
divided by the higher of (i) the number of shares Of Convertible Preferred
then outstanding or (ii) twenty-one (21) and then (c) the result of (b)
shall have added to it an amount equal to the sum of all accumulated but
unpaid quarterly dividends with respect to such share of Convertible
Preferred then being redeemed, as of the Redemption Date. The sum so
achieved shall be the "Convertible Preferred Redemption Price" as to each
such share.
2. The proposed amendment was adopted by the stockholders entitled to vote
thereon by a written consent in lieu of a special meeting, which consent set
forth the proposed amendment and was signed by all such stockholders.
3. The number of shares of stock of the corporation outstanding on the
record date, the number of shares entitled to vote on the proposed amendment,
the number of shares voted for and against such amendment, the number of shares
of each class or series entitled to vote as a class and the number of shares of
each
such class or series voted for or against such amendment were as follows:
A. Shares outstanding all classes:
Class Shares Outstanding
----- ------------------
Class A Common Stock 1,000
Class B Common Stock 150
Senior Cumulative Preferred Stock 70
Convertible Preferred Stock 21
B. Shares entitled to Vote, all classes:
1,000 shares of Class A Common
150 shares of Class B Common
70 shares of Senior Cumulative Preferred
21 shares of Convertible Preferred
C. Shares, classes, voted:
FOR - 1,241
AGAINST - 0
D. Shares entitled to vote and voted as a class:
Number Voted Voted
Class or Series Outstanding For Against
--------------- ----------- --- -------
Class A Common 1,000 1,000 0
Class B Common 150 150 0
Senior Cumulative
Preferred 70 70 0
Convertible
Preferred 21 21 0
Executed in the name of the corporation by its President and its Secretary
who declare under penalties of perjury that the facts
stated herein are true.
Dated: June 21, 1982 BRILL NEWSPAPERS, INC.
By:
---------------------------
Alan R. Brill, President
By:
----------------------------
Bonnie P. Brill, Secretary
Articles of Amendment
of the Articles of Incorporation of
BRILL NEWSPAPERS, INC.
1. In lieu of a special meeting, by a written consent setting forth the
resolution and signed by all directors of the corporation, before the resolution
was submitted to a vote of the stockholders entitled to vote thereon the
directors of Brill Newspapers, Inc. adopted a resolution finding that the
following proposed amendment of the Articles of Incorporation of Brill
Newspapers, Inc. was in the best interests of the corporation and directing that
it be submitted to a vote of the corporation's stockholders entitled to vote
thereon:
That the Articles of Incorporation be amended by striking therefrom
Article "THIRD" in its entirety and substituting in lieu thereof the
following:
"THIRD: Capital Stock. The corporation is authorized to issue four classes
of stock. The aggregate number of shares which the corporation shall have
authority to issue, the maximum number of shares of each class which the
corporation is authorized to issue, and the par value of each share of
each class are as follows:
The aggregate number of shares which the corporation shall have
authority to issue is 3,270, divided as follows:
Name of Class Number of Shares Par Value
------------- ---------------- ---------
Senior Cumulative
Preferred Stock 70 $1.00
Convertible
Preferred Stock 200 1.00
Class A Common Stock 1,000 1.00
Class B Common Stock 2,000 1.00
A description of the designations, preferences, limitations, voting
rights, and relative rights in respect of the shares of each class is as
follows:
As used in these Articles the term "Common Stock" shall refer to
both the Class A Common Stock, $1.00 par value (the "Class A Common") and
the Class B Common Stock, $1.00 par value (the "Class B Common"), and the
term "Preferred" shall refer to both the Senior Cumulative Preferred Stock
(the "Senior Preferred") and the Convertible Preferred Stock (the
"Convertible Preferred").
A. PREFERRED STOCK
1. Dividends.
1.1 Senior Preferred. The holders of shares of the Senior Preferred
shall be entitled to receive, when and as declared by the board of
directors and paid, out of funds legally available for such purpose in
accordance with the laws of the Commonwealth of Virginia, dividends in
lawful money of the United States of America at the rate of $1,200.00 per
share per annum, playable, when declared and paid, quarterly on the last
business day of April (beginning April, 1982), July, October, and January
of each year in equal quarterly installments of $300.00 each. As to each
issued and outstanding share of the Senior Preferred such dividends shall
accumulate if not paid, whether or not declared.
1.2 Convertible Preferred. The holders of shares of the Convertible
Preferred shall be entitled to receive, when and as declared by the board
of directors out of funds legally available for such purpose in accordance
with the laws of the Commonwealth of Virginia, dividends in lawful money
of the United States of America at the rate of $.12 (US) per share per
annum, payable quarterly on the last business day of March, June,
September, and December of each year in equal installments. As to each
issued and outstanding share of the Convertible Preferred such dividends
shall accumulate if not paid, whether or not declared.
1.3 Preference. So long as any share of the Preferred is
outstanding, no dividend in respect of any Common Stock or other class of
stock ranking junior to the Preferred in respect of dividends or of the
amounts
payable upon any voluntary liquidation, dissolution, or winding up of the
corporation shall be paid unless and until a full dividend on each of the
then outstanding shares of Preferred, for the applicable annual dividend
period, and any and all then accumulated but unpaid dividends with respect
to the Preferred, shall theretofore have been paid at the dividend rates
set forth above. Holders of the Preferred shall be entitled to no
participation rights.
2. Redemption.
2.1 Redemption of Senior Preferred. The Senior Preferred shall be
redeemable in whole at any time or in part from time to time upon
resolution of the corporation's board of directors upon payment out of
funds legally available to the corporation therefor in lawful money of the
United States of America in respect of each share of Senior Preferred
redeemed of $10,000.00 plus an amount equal to the sum of (i) all
accumulated but unpaid quarterly dividends with respect to such share of
Senior Preferred as of the Redemption Date, and (ii) any interest accrued
thereon as, and to the extent, provided in Section 1.1. ("Senior Preferred
Redemption Price").
2.2. Redemption of Convertible Preferred. (m) During any time when
the corporation is contractually obligated then to purchase or redeem any
share of the Convertible Preferred, during and after such time after
January 31, 1990 as the Senior Preferred is or has been redeemed or
repurchased in whole by the corporation, the Convertible Preferred shall
be redeemable in whole at any time or in part from time to time upon
resolution of the corporation's board of directors upon payment out of
funds legally available to the corporation therefor in lawful money of the
United States of America in respect of each share of the Convertible
Preferred then redeemed of the redemption price per share determined as
follows: (a) first there shall be determined a sum equal to a percentage
[which percentage shall be determined by dividing the number of shares of
the corporation's Common Stock into which the then outstanding shares of
the corporation's Convertible Preferred would then be convertible
(regardless of whether such Convertible Preferred is in fact then
convertible) by the total number of all shares of the corporation's Common
Stock of all classes then outstanding and which would then be outstanding
if all shares of Convertible Preferred were then converted (regardless of
whether such Convertible Preferred is
then in fact convertible)I of the higher of (x) the then fair market of
corporation, determined by an appraiser selected by corporation and (y) a
value determined by (i) multiplying a sum representing the corporation's
earnings as determined from its financial statement, on a consolidated
basis with all of its then subsidiaries, for the corporation's then most
recently concluded full fiscal year, without deduction for interest
expense, taxes, non-cash expense items, or non-recurring extraordinary
expenses, but reduced by any contribution to corporation's cash flow
theretofore arising from properties divested by the corporation during
such fiscal year, by and (ii) deducting from such product all of
corporation's then liabilities (including as a liability all then
outstanding shares of the Senior Preferred) in excess of the corporation's
then current assets, in each case as reflected in and determinable from
corporation's financial statements, on a consolidated basis with all of
its then subsidiaries, for such fiscal year, then (b) the sum determined
pursuant to (a) shall be multiplied by a fraction equal to (i) the number
of shares of Convertible Preferred then outstanding divided by (ii) the
higher of (x) the number of shares of convertible Preferred then
outstanding, or (y) twenty-one (21); then (c) the product determined by
(b) shall be divided by the number of shares of Convertible Preferred then
issued and outstanding; and (d) the result of (c) shall have added to it
an amount equal to the sum of all accumulated but unpaid quarterly
dividends with respect to such share of Convertible Preferred then being
redeemed, as of the Redemption Date; and the sum so achieved shall be the
"Convertible Preferred Redemption Price" as to each such share.
2.3. Notice. Not less than 30 days' prior written notice ("Notice of
Redemption") shall be given by certified mail, postage prepaid, to each
holder of record of the shares of Preferred to be redeemed, at the
holder's post office address as shown in the records of the corporation.
Said notice shall specify the amount of the redemption price and the place
at which and the date, which date shall not be a legal holiday in the
Commonwealth of Virginia, on which the shares called for redemption will
be redeemed ("Redemption Date").
2.4 Notice of Redemption. If Notice of Redemption shall have been
duly given and a sum
sufficient for such redemption shall have been deposited with a bank or
trust company with irrevocable instructions and authority to pay the
applicable redemption price to the then holders of shares of Preferred so
called for redemption upon surrender of certificates therefor, then,
notwithstanding that any certificate for shares so called for redemption
shall not have been surrendered for cancellation, on and after the later
of the date of mailing of the Notice of Redemption or such deposit of the
applicable redemption price, the shares so called for redemption shall no
longer be deemed outstanding, and all rights with respect to the shares so
called for redemption shall forthwith cease and determine (excepting only
the right of the holders thereof to receive the amount payable upon
redemption thereof, without interest thereon); provided, however, that the
right to convert any shares of Convertible Preferred called for redemption
into shares of Class B Common as provided by Section 5. of Subdivision A
hereof shall continue until the Redemption Date.
2.5. Manner of Redemption. Subject to the provisions hereof, the
board of directors shall have authority to prescribe the manner in which
the Preferred shall be redeemed from time to time; provided, however, that
in the case of the redemption of only a part of the outstanding shares of
the Preferred, there shall be redeemed from each registered holder thereof
in whole shares, as nearly as practicable to the nearest share, the
proportion of all of the shares of such class to be redeemed which the
number of shares held of record by such holder bears to the total number
of shares of such class at the time outstanding.
2.6 Interest; Escheat. From time to time any bank or trust company
holding any funds deposited for redemption of any shares of Preferred
shall pay to the corporation any interest accrued on such deposited funds;
any funds so deposited and unclaimed at the end of the period of time
prescribed by ss. 55-210.6 of the Code of Virginia, or any successor
provision, as from time to time amended, shall be disposed of in
accordance with the then existing laws of the Commonwealth of Virginia,
and each holder of a share of Preferred so called for redemption who shall
not have received the applicable redemption price therefor prior to such
disposition shall have only such rights as are accorded such a stockholder
under the then existing
laws of the Commonwealth of Virginia.
2.7. Redeemed, Converted, or Otherwise Acquired Shares to be
Retired. Any shares of Preferred redeemed pursuant to this Section 2. or
surrendered for conversion pursuant to Section 5. of this Subdivision A,
or otherwise acquired by the corporation in any manner whatsoever, shall
be permanently retired and shall not under any circumstances be reissued,
and the corporation shall from time to time take such appropriate
corporate action as may be necessary to reduce the authorized Preferred
accordingly.
3. Voting Rights of Preferred. Except as voting rights may be expressly
conferred upon any such shares by the laws of the Commonwealth of Virginia
as in effect at the time, the holders of shares of Preferred shall have no
right to vote on any matter.
4. Voluntary Dissolution, Liquidation, etc. Upon any voluntary
dissolution, liquidation, or winding up of the corporation, after
provision for payment and discharge of (or making adequate provision for)
all known debts, obligations, and liabilities of the corporation, the then
holders of the shares of the Preferred shall be entitled, before any
distribution or payment is made upon any shares of the Common Stock, to be
paid in cash for each such share an amount equal to the redemption price
applicable to such share (the "Preferred Liquidation Price"). If upon any
voluntary liquidation, dissolution, or winding up, after payment and
discharge of, or making adequate provision for, all known debts,
obligations, and on liabilities of the corporation, the corporation's then
assets shall be insufficient to permit payment to said holders of the
Preferred Liquidation Price, then all of the assets of the corporation
then remaining shall be distributed ratably among the then holders of the
shares of Preferred. Written notice of such voluntary liquidation,
dissolution, or winding up, stating a payment date, the amount of the
Preferred Liquidation Price, the place where said sums shall be payable,
and containing a statement of or reference to the conversion right set
forth in Section 5. of this Subdivision A, shall be given by certified
mail, postage prepaid, not less than 30 days prior to the payment date
stated therein, to the holders of record of the Preferred, such notice to
be addressed to each holder at his post office address as shown by the
records of the corporation. Neither consolidation nor
merger of the corporation into or with any other corporation or
corporations, nor any other corporation's merger into the corporation, nor
the sale or transfer by the corporation of all or any part of its assets,
nor the reduction of the capital stock of the corporation, shall be deemed
to be a liquidation, dissolution, or winding up of the corporation within
the meaning of any provision of these Articles.
5. Conversion.
5.1 Conversion of the Convertible Preferred into Class B Common.
Subject to the terms and conditions of this Section 5. and of Section
2.2., the holder of any share of Convertible Preferred then outstanding,
shall have the right during any period (a) after the giving of a Notice of
Redemption and until the Redemption Date as established by such notice, as
to shares of the Convertible Preferred called for redemption by such
notice, (b) when Alan R. Brill owns less than a majority of the voting
common stock of this corporation, as to shares of Convertible Preferred,
or (c) during any period when more than thirty holders are record owners
of shares of the corporation's Class A Common Stock, the periods described
in (a)-(c) hereinafter being severally and collectively referred to as the
"Conversion Period". Upon compliance with provisions of this Section 5,9
each eligible share of Convertible Preferred then outstanding which is
properly delivered for conversion during a Conversion Period shall be then
converted into 12.48 shares of Class B Common. Such right of conversion
may be exercised during a Conversion Period, and only during a Conversion
Period, by the holder of a share or shares of Convertible Preferred then
eligible for conversion by (i) giving written notice to the corporation
that such holder elects to convert a stated number of shares of the
Convertible Preferred into shares of Class B Common on the date specified
in such notice ("Conversion Date"). which date shall not be less than
twenty (20) days after the date of such written notice, and (ii) by
delivering and surrendering the certificate or certificates for the
Convertible Preferred so to be converted to the corporation, at the office
of the corporation at 1200 Mutual Building, Richmond, Virginia 23219,
Attention: Charles W. Laughlin, Esquire, (or at such other office as the
corporation may designate by written notice, given by certified mail,
postage prepaid, to all holders of Convertible Preferred) at any time
during its usual business hours on or before
the Conversion Date, duly endorsed or assigned to the corporation, or in
blank, together with a statement of the name or names (with addresses) of
the person or persons to whom the certificates for Class B Common shall be
issued upon conversion.
On or before the Conversion Date, upon receipt of the written notice
referred to above and surrender of the certificate or certificates for the
share or shares of Convertible Preferred to be converted, the corporation
shall issue and mail, or cause to be issued and mailed, to the holder
giving such notice at the then address for such stockholder appearing on
the corporation's records, registered in such name or names as such holder
shall have directed in said notice, a certificate or certificates for the
number of full shares of Class B Common issuable upon conversion of such
Convertible Preferred share or shares and a check or other order for the
amount of any cash payable in respect of any fractional share of Class B
Common.
5.2 Antidilution. The conversion rate provided in Section 5.1 above
shall only be adjusted as follows: (a) If the corporation shall issue
s additional shares of Common Stock (other than shares of Class B Common
Stock issued upon conversion of shares of Convertible Preferred) or
securities convertible into shares of Common Stock (except for shares of
Convertible Preferred issued upon the exercise of warrants therefor), or
shall pay a dividend in shares of Common Stock (or in securities
convertible into Common Stock) the conversion rate applicable to the
Convertible Preferred shall be proportionately increased (so that the
ratio of (u) the number of shares of Class B Common into which all the
outstanding Convertible Preferred Stock is convertible (regardless of
whether such securities are then convertible), to (v) the total number of
shares of all Common Stock outstanding, and which would then be
outstanding if all securities convertible into shares of Common Stock had
been converted (regardless of whether such securities were then
convertible), remains the same], effective immediately before the opening
of business on the next full business day after the record date fixed for
determination of the stockholders entitled to such dividend; and (b) If
the corporation shall split up the outstanding shares of either class of
its Common Stock into a greater number of shares or if it shall combine
the outstanding shares of either class into a smaller
number, the conversion rate applicable to the Convertible Preferred shall
be proportionately (based on the ratio described above) increased in the
case of a split or decreased in the case of a combination, effective
immediately before the opening of business on the full business day next
following the day such action becomes effective. Upon (i) any
reclassification or change in the outstanding shares of Common Stock
(other than a stock dividend or a Split-up or combination of shares), or
(ii) any consolidation or merger to which the corporation is a party
(except a merger in which the corporation is the surviving corporation and
which does not result in any reclassification of or change in any class of
the outstanding Common Stock other than a split-up or combination of
shares). or (iii) any sale or conveyance to another corporation of all or
substantially all of the property of the corporation for securities of
another corporation, effective provision shall be made by the corporation
(or by the successor or purchasing corporation) so that holders of
Convertible Preferred then outstanding shall thereafter have the right to
convert such shares into the kind and amount of stock and other securities
and property receivable upon such reclassification, change, consolidation,
merger, sale, or conveyance by a holder of the number of shares of Class B
Common into which such shares of Preferred Stock might have been converted
immediately prior thereto. The provisions of this subparagraph shall
similarly apply to successive reclassifications, changes, consolidations,
mergers, sales, or conveyances. Any provision that shall be made for the
purposes specified in this subparagraph which shall have been approved by
a resolution or resolutions of the Board of Directors of the corporation,
and which, in the opinion of independent certified public accountants
selected by the corporation, are fair and equitable, shall be binding and
conclusive upon all holders of shares of the Convertible Preferred then
outstanding.
5.3 Fractional Share. The corporation shall not issue any fractional
share of Class B Common upon conversion of any share or shares of
Convertible preferred but shall pay for any such fractional share in cash
based on the fair value of one share of Class B Common as of the date of
conversion as then determined by the Board of Directors.
B. COMMON STOCK
1. Dividends, Voting, and Other Rights. The dividend and other rights of a
holder of one share of Class A Common shall be identical to the dividend
and other rights of a holder of one share of Class B Common, except that
holders of the Class B Common shall have no right to vote except as may be
required under Virginia law.
2. Reservation. Hereafter the corporation will at all times reserve and
keep available such shares of its Class B Common as are authorized but
unissued as of the effective date of this amendment, solely for the
purpose of issue upon conversion of the shares of the Convertible
Preferred as herein provided. The corporation covenants that all shares of
the Class B Common which shall be so issuable shall, when issued, be duly
and validly issued, fully paid, and nonassessable.
The Issuance of certificates for Class B Common upon such conversion
as hereinabove set forth shall be made without charge to the holders of
such Class B Common for any issuance tax in respect thereof, provided that
the corporation shall not be required to pay any taxes which may be
payable in respect of any transfer involved in the issuance and delivery
of any certificate in a name other than that of the holder of shares
converted.
C. CERTAIN OTHER PROVISIONS
1. Preemptive Rights. No holder of any share of Preferred Stock or Common
Stock shall have any preemptive right to subscribe for additional shares
of any class of capital stock or to receive warrants or rights for the
purchase of shares of any class of stock or to receive securities
convertible into shares of any class of stock.
2. Involuntary Dissolution. Upon any involuntary dissolution of the
corporation, after provision for payment and discharge of (or making
adequate provision for) all known debts, obligations, and liabilities of
the corporation, there shall be no " amount payable" (within the meaning
of Section 13.1-62 of the Code of Virginia) out of the corporation's net
assets to the then holder of any share of the corporation's Preferred
Stock or Common Stock, and the then remaining assets of the corporation
shall be distributed ratably among the
then holders of any then issued and outstanding shares of Common Stock and
Preferred Stock in pro-portion to the number of shares of Common Stock and
Preferred Stock then owned by each. If upon such involuntary dissolution
no share of Preferred Stock is then issued and outstanding, the remaining
assets of the corporation shall be distributed ratably among the then
holders of shares of the corporation's Common Stock In proportion to the
number of shares of Common Stock then owned by each.
2. The proposed amendment was adopted by the stockholders entitled to vote
thereon of a written consent in lieu of a special meeting, which consent set
forth the proposed amendments and was signed by all such stockholders.
3. The number of shares of each class of stock of the corporation
outstanding on the record date, the number of shares entitled to vote on the
proposed amendment, and the number of shares voted for and against the proposed
amendment were as follows:
A. Shares outstanding, all classes:
Class Shares Outstanding
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Class A Common Stock 1,000
Class B Common Stock 150
B. Shares entitled to vote:
1,000 shares of Class A Common
150 shares of Class B Common
C. Shares voted:
FOR - 1,000 shares of Class A Common
150 shares of Class B Common
AGAINST - 0
Executed in the name of the corporation by its President and its Secretary
who declare under penalties of perjury that the
facts stated herein are true.
Dated: January 20, 1982 BRILL NEWSPAPERS, INC.
BY
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Alan R. Brill, President
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Bonnie P Brill, Secretary