Document zo2dJ64oarrjmoD4v5xrojVxB

/ * CERTIFICATE OF REORGANIZATION OF THE GUDDEN COMPANY The GHddeu Company, a corporation for profif hereto fore organized under the General Corporation Law* of the State of Ohio, and not bring a hanking, safe deposit, trust or in surance corporation, or a corporation under the jurisdiction of the Public Utilities Commuuon, desiring to become reorgan ized so that such corporation, its officer*, director* and stock holder*, shall acquire and enjty the right*, privileges, pow ers and exemptions and become subject to all of the liabilities and obligations imposed by Section* 6728-1 to 872812 inclusive of the General Code of Ohio, make*, files and record* thk Cer tificate of Reorganization and slates: First: The name under which the corporation was origin ally organized is The Olidden Company, which name ha* not been changed. Second: It* Articles of Incorporation are dated December 7, 1917, and were filed in the office of the Secretary of State of the State of Ohio on December 11, 1917, and were by hin re cord*-d in Volume 213, page 365 of the Record* of Incorpora tions. A Certificate of Increase dated December 20, 1917, was filed in the office of the Secretary of State of the State of Ohio on December 21, 1917, and wa* by him recorded in Volume 214, page 221 of the Record* of Incorporations. A Certificate of Amendment dated December 20, 3917, was fibd in the office of the Secretary of State of the State of Ohio on December 21, 1917, ami was by him recorded in Volume 214, page 220 of the Records of Incorporations. A Certificate of Increase of t`pital Stock, dated March 25.1919, was filed in the office of the Secre tary of State of the State of Ohio on March 26. 1919, and was by him r-mrded in Volume 222. page 349 of die Record* of Incorporation*. CLD021095 t 1 1 \ I I 1 ti i i i k ii 1 { ( J I i \ * 3 4, VimNO Po w er OF Pr r t eu k k i* St o c k . The ItoMcr* of the first preferred stock shall ool be entitled to vote at stockbolder*** meeting except a provide in Paragraph 3 hereof, or unless dividends art* in arrears for any two quarters, in either of which canes the holders of the first preferred capital stock shall Ik * entitled to receive notice of meetings, to call meetings, and aha)) be entitled to cast one vote for each share of stock held by them. The right to vote herein given on account of ar rears in dividends shall cease as aoou as all such arrears have been paid. 5. fttomi'TioK or Pr ef er r ed St o c k . The preferred cap ita*. stock of the Company shall be subject to redemption in whole or in part* equivalent to twenty-five per cent (25<fc) of this total authorized issue at the election of the Company on any dividend-paving date it par, a premium of five per aent (5?r) thereon, pins acorned and unpaid dividends. In the event of s partial redemption, much redemption shall be made pro rata. To each stockholder whose stock has been redeemed the Company shall send by registered mail, postage prepaid, a notice of its intention to redeem his holdings, or a definite part . thereof, giving place and date of redemption and price to be paid, which notice shall be mailed at least thirty (30) days previous to the date of redemption. If any stockholder shall refuse or fail to present for redemption certificates of the par value of the amount ao called from him. sueh certifiestee not presented shall thereafter cease to bear dividends. All stock so redeemed shall be cancelled and shall cot be reissued. C. LiQUiuTirtss a n d Dis k u m-t io n . Upon the voluntary liquidation or diiviolution of the Company, or upon any volun tary distribution of ita capital, the holders of the preferred stock shall Ik * entitled to receive from the asset* remaining after paying its debts and liabilities the sum of One Hundred and Five IHiIIk t m (4105.) per share, together with accrued and un paid dividends thereon, and no more, before anything is paid to the holders of the common stock; but in the event of any involuntary liquidation or dissolution of the Company, its ineoKencs or other involuntary distribution of its capital, then after payment of its debts and liabilities the preferred stock holder*! shall only be entitled to receive tin* par value of their Third: The corporation is located at Cleveland, in Cuya hoga County, Ohio, and its principal business there transacted. Fourth; The amount of its authorized capital stock is $3,500,000 divided into 35,000 shares which are classified into pre ferred and common stock. The camber and par value of the shares included is the authorized common stock have been 20,000, of the par value f $100.00 each, and the number aod par value of the shares included in the authorized preferred stock have beep 15,000, of the par value of $100. each. The terms and provisions of the preferred stock have been as follows: 1. PumRED St o c k Diy io r k d . The holders of the first preferred ospiial stock shall be entitled to receive quarterly, on the first day of April, July, .October and January in each year, when and aa declared by the Hoard of Directors, dividends, cum ulative from the first day of January, 1918, at the rate of sis per centum per annum, and no more, out of the surplus profits of the Company, in preference to and in priority over any divi dends on the common stock. %. Co mmo n ' St o c k Dih o b n o . In any year after the full dividend of six per centum in such year and all preceding years shall have been declared and paid to or set apart for the hold ers of the first preferred capital stock, the holders of the com mon capital stock of the Com;>any shall he entitled to receive such dividends out of the remaining surplus profits of the Com pany as the Board of Din-dors may declare. 8. Pjurpcfigi> Siv c k Mu s t Co n s e n t . 1 in: Company shall sot, unless ute coum-tn of at least seventy-five per cent (75%) of the then outstanding first preferred stock be first obtained, either in writing or by vote at a meeting legally called and held and of which they shall have received reasonable notice,-- (a > Sell or dispose of in any way its projM-rty ond bu/uitexti in their entirety; (b} Creole any additional mortgage indebtedness or other lien upon the property of the Company, excepting however, purchase money mortgages upon property here after acquired; (c.i Authorize or issue nnv shares of stock on a parit with or having priority over this authorized issue of firi preferred stock. GLl>0^10g7 -..... i i 5 3. P*rrKBRW> St o c k Mu s t Co n s e n t . So long as any of the preferred stock is outstanding, the corporation shall not, without the affirmative vote or written consent of the holders of record of st leant seventy-five per cent (757c> of the aggre gate par amount of the preferred stock then outstanding,-- (a) Sell, lease, or otherwise dispose of, (or permit a subsidiary or controlled corporation ao to do, except to this eorftoration), alt of its property, assets and business, or substantially all thereof, or any portion thereof which it is essential or advisable for the <?orj>oration to retain in connection with the continuance of its regular business; or - <b} Enter into any merger or consolidation involving the extinction or merger of the corporate entity f the cor poration; or (c) Create or permit any subsidiary or controlled cor poration to create, any mortgage, lien or encumbrance on any of the aaseta or income of the corporation or of any such subsidiary or controlled corporation, except that the corporation or any such subsidiary or controlled eorj>oration, may execute a purchase money mortgage or purchase money mortgages, or create other purchase money lien or liens, or may hypothecate or pledge, as collateral security for loans made in the regular course of business and maturing in less than one year, any of its quirk assets other titan the stocks, bonds, other obligations or securities of or tamed by any other subsidiary or controlled corporations; or (d) Issue or permit any subsidiary* or controlled cor poration to issue Any obligations maturing more than one year from their respective dates; or (.e) Authorize or issue any shares of stock on a parity with or having priority over preferred stock of this issue; or (f) Allow its net taugilde assets determined by aceountunts selected and approved os provided in para graph 6 of this Article Sixth to fall below 200 per cent of the par value of the preferred stock of this issue ot such tine- outstanding or allow its net quick assets (as so de- GLD021098 'mm 4 stock, together with accrued find unpaid dividends before any paymest is made to the holders of the common stook. IPiftb: The number of shares of common stock issued and outstanding is 20,000. The number of shares of preferred stoek issued and outstanding is 15,000. Sixth: The number of shares that may henceforth be issued by the corporation is 435,000, which is in excess of the number of shares into which the capital stock was previously divided. Three hundred and sixty thousand of such shares shall to common stock, without any nominal or par value, and 75,000 of such shares shall be preferred stock, of the amount or par value of $100.00 each, the terms and provisions of vrnieh shall to as follows: 3. DmnEKtw nv T^rrr.srsD St o c k . The holders of the preferred capital stock shall be entitled to receive and the or-"" poration shall be bound to pay, quarterly, on the first days of January, April, July and October, in each year, when, and as declared by the Board of Directors, dividends, cumulative from the date or dates of issue, or, as to any of said stock, if the Board of Directors eo determines, from the lost preceding divi dend date at the rate of seven per cent {IJc ) per annum, and no more, out of the surplus profits of the corporation, in pref erence to and in priority over any dividends on any other class of stoek. 2. Dmorvns os Co mmo n o r Ot h e r Jv k io b St o c k . Whenever tli accrued dividends on the preferred stock shstl have been paid or provided for, and the accruing quarterly dividend on the preferred stock shall to declared or provided for, and all aecrueu Riuking fund payments made and the com pany is not in default in the maintenance of net quick asset* or net tangible a*ets as required hereby, the holders of the common capital stock or any stock junior to the preferred stock f this i*su nl.ieh ntsy at sueh time be outstanding, if any, shall to- entitled to receive sueh dividends out of the remaining surplus profits of the corporation r the board of directors may declare, provid' d that by the payment of any such dividend the in-i quick a*s.-ts. or net tangible assets of the corporation will not to tsslwvd tolow the |*crcentage required to to luaintaitu-d hy the eorjforation a> herein provided. GL0021099 7 all rights of the holders thereof a* stockholder* of the corpora tion, except the right to receive the redemption price, shall cease and determine. The corporation may also, at such time or times as it may see fit, and at such prices not in excess of auch re demption price as the Board of Director* may determine, pur chase at public or private sale the whole or any part of taid preferred stock for the purpose of redemption and retirement 6. Sin k in g Fu k o Pr o v is io n s . So long as any of the pre ferred stock of this issue shall be outstanding, the corporation shall, on or before the 31st day of March, 1922, and on or be fore the same day of each year thereafter, set aside and de posit, in trust for toeh purpose, is s trust company in the City of Cleveland, Ohio, as a unking fund for the purchase or re demption of its preferred stock of this issue, a sum equal to five pet oeut (5) of it* net earnings for the preceding fiscal year, as determined by certified public accountants selected from time to time for such purpose by the corporation and approved by Hayden, Miller 4 Company, of Cleveland, Ohio, or their suc cessors, or approved by the Cleveland Transfer Agent of the corporation then acting, or approved by any other person or party deaiguated for such purpose, in writing, by the then record bolder* of a majority in amount of tbe then outstanding pre ferred stock of this issue, provided, however, that failure to file with the corporation written disapproval of its selectkm of such accountants within thirty days after mailing a written request for approval shall operate as au approval hereunder. It is under stood that the amount of any Federal or other taxes, including those assessed or assessable with respect to the business of such year or the income derived therefrom, and the amount of pre ferred stock dividend* for such fiscal year, ahall.be deducted in determining net earnings for this purpose. The corporation! may, in lieu of cash, and on the basis of cost of acquisition, not to exceed 105$fc of par value plus accrued dividend*, deliver to said Trust Company for cancellation 6uch amounts of its preferred stock of thin issue as may theretofore have been acquired by it for auch purpose, aud auch stock so delivered shall not sgaiu be reissued l>y the corj*orlion and shall be deemed by auch de posit to have been redeemed and retired. To the extent that after delivery of stock in the manner aforesaid there shall be at the time of any such payment of such fund to auch Trust OLDO2U00 6 termmed) to fall below 100 per cent at any time prior to January* 1> 1925, or below 125 per cent ou and after Janu ary 1, 1925, of the par value of tbe preferred stock of this issue at such time outstanding. In determining the amount of net tangible and net quick assets, so value shall he in cluded for patents, trade marks, good will or like items. 4. Venn Po w k b or Ph et er r ed St o c k . The holders of tbe preferred stock hereby created ahall not be entitled to vote except aa otherwise provided by law, and except that, in ease at any time the corporation is in default in tbe payment of two quarterly dividends on the preferred stock or is in default with respect to the sinking fund obligations provided in paragraph of this Article Sixth or in ease the net quick assets and net tangible assets of the corjmration are not maintained by it aa required hereby, the holders of record of the preferred stock, in any such event, shall have and shall continue to have the right, voting as a class, to elect one half of the members of the board of directors until Mil 0UI<I *x.tipg default* are made good. The right to vote hereby given to the preferred stock shall oeaae aa noon as all dividend arrears thereon have been paid or provided for, all siukiug fund requirements observed, and all require ments as to maintenance of net tangible assets and net quick assets are complied with. 5. KoKMpTtox o p Pr k f ek r ep Bt o c k . t-pon ot leas than thirty days' notice, given by mail to the record holders of the preferred Block U> be redeemed, and by publication once a week for three consecutive weeks immediately preceding the date fixed for such redemption in a uewspaj>er of general circulation in Cleveland, Ohio, the corporatiou may, by such method ns shall lx* provided from time to time by resolution of the Board of Directors or by. the regulations, and at such time and place as shall be specified in such notice, redeem the whole or any part of the preferred stock at 105^ of the par value thereof, plus accrued and unjutid dividends. Prom and after the date list'd in any such notice as the date of redemption, unless de fault shall be made by the corporation in providing moneys at tbe time and place aforesaid for the |>ayii)ont of the redemp tion price pursuant to such notkv. all dividends ou the preferred stock thereby called for redemption shall cease to accrue, and GLD02110l 9 8. Liq u id at io n * a n d Dis s o m't io n . l?pmi the voluntary liquidation or dissolution of the corporation, or upon any vol untary distribution of its capital, the holders of the preferred capital stock shall be entitled to receive from the assets remain* iug after paying its debts and liabilities the um*of $105.00 per share, together with the accrued and unpaid dividends thereon, before anything is paid to the holders of. the common stock, and no more; but in the event of any involuntary liquidation or dissolution of the corporation, its insolvency or other involun tary distribution of its capital, then after payment of its debts and liabilities the preferred stockholders shall only be entitled to receive the par value of their stock, together with accrued and unpaid dividends, aud no more, before any payment i* made to the holders of the common stock. 9. An n u a l Au d it . Each year the corporation shall fur* uish to ilayden, Miller & Company, or their successors, a cer tified copy of an audit or audits by certified public accountants elected by the corporation and approved by Hayden, Miller 6 Company or their successors, as toon as the tame shall have been completed. 10. Su bs c r ipt io n Big h t s . The holders of the preferred stock at any time outstanding shall not be entitled as of right io subscribe for further issues of preferred stock or other issues of common stock or for issues of obligations of the corporation convertible into suck. Seventh; The amount of capital with which tin- corjkoration will carry on business shall be nine million three hundred thousand dollars ($9,300,000.00;. The amount of preferred capita! with which the corporation will carry on business is even million five hundred thousand dollars ($7,500,<000.00), and the amount of common capital with, which it wilt carry on burim-Ks is one million eight hundred thousand dollars ($1,800,000.00). Eighth: The terms ujon which the new shares of the re organized vorjmration shall i*e issued in place of the outstanding shares of stock arc as follows*. .io place of the outstanding $1,500,000.00 in par value of preferred stock there shall he issued to the holders Ihertof, who Gl0021102 Company any balance therein, such coriraratiou may, if it ao elects, by published notice, invite tendon* for the sale to the sinking fund of preferred! stock of this issue, or may purchase the stock at public or private talc or otherwise acquire the stock, at not more than such redemption price aforesaid. In the event of invitation for tenders, such notice shall be published once a week for two successive weeks in a newspaper of general circula tion In the City of Cleveland, Ohio, and at the end of said period the funds so retuaiuiug shall, so far as may be, be applied in the redemption of the stock tendered for such purpose at the lowest price*, and if more than enough stock be tendered at the lowest prices to absorb such fund, then such fund shall he pro rated among such lowest tenders, fractional shares being dis regarded. If on June 1st of each year there remains in the sinking fund a sum equal to or exceeding $25,000.00 such sum ahatt forthwith be applied to the redemption of such preferred stock at 106 i*ei` cent of par, plus accrued dividends, in the man ner and with like effect as hereinbefore provided for the redemption of such stock. If, however, the amount so available for such last named purpose be less than Twentyfive Thousand Dollars ($25,000), it need not be so used, but shall, if not ao used, be continued o r deposit with said Trust Company for use in the retirement of such preferred stock in the succeeding year. If in any year the corporation shall voluntarily have applied, as in paragraph 5 provided, out of its surplus profits, amounts in excess or in advance of the alow requirements,' it shall be entitled to be credited on its obligation to set aside moneys m aforesaid in subsequent years to the amount of such excess or advance. Preferred stock re deemed or purchased under any provisions of this certificate of reorganization shall not be reissued, and no preferred stock of this issue shall at any time be issued in lieu thereof. . JYk t u er Is m or PsErKRRW* St u c k . No preferred stock of this insue in excess of $6,000,000 par value, shall be issued unless after the issuance thereof ami after giviug effect to the net proceed* of such excess issue, tie- net tangible assets ami net quick awwts shall be o? the proportion to the outstand ing preferred stock including the amount to be then issued, as is hereinbefore provided. II St a t e or Oh io , Cu y a h o g a Co u n t y , as. Adrian D. Joyce and K. H. Horaburgh, being first severally duly sworn, do severally depose and say that said Adrian P. Joyce is President and ft. II. Horsburgb is Secretary of The Glidden Company, an Ohio corporation, which has made the foregoing certificate of reorganisation; that they have been authorised and directed to execute and file s&id certificate by the votes cast in j-creon or by proxy of the bolder* of record of two-thirds or more of each class of the outstanding shares of stock of said corporation, irrespective of any provision of its articles <*f incorporation or certificates of increase of capital stock purporting to deny voting powers to. the holders of any das of stock, at a meeting called and held at the office of the company on December 16, 1919, upon written notice mailed to each stockholder of tveord oh or before December 3,1918, being at least two weeks before the date set for the meeting and pub lished once a week for at least two successive weeks in a news paper published and circulated in the County of Cuyahoga, wherein the principal office of the company is located, namely, in the Cleveland Plain Dealer on December 8, 10, 17, and that such notice did ^xprtaJy state the purpose of the meeting to be that pf reorganising the corporation pursuant to Sections 8726-1 to 6726-12 induaive, of the General Code of Ohio, so as to permit the issuance of shares without par value, and did state the term* upon which the outstanding shares of stock were to be exchanged for new shares. Amu a k D. Jo y c e R, 11. lloitMiriam Subscribed aud sworh to before me this 27th day of De cember, 1919. HaKOLD T. O.AfcK, Sotory Public. (Notarial Seal) (Clerk's Notarial Certificate) g l d o e u o /' 10 have elected to make such exchange, a like amount in )>ar value of the new preform) atock of the reorganized corporation herein authorized, such exchange to be on the basis of one share of the new preferred stock for one share of the old preferred stock, and at the time of such exchange the outstanding certificates representing the old preferred stock so exchanged shall be sur rendered and cancelled. In place of the outstanding 20,000 shares of common stock there shell be issued to the holders thereof who have elected to make such exchange, 160,000 shares of new common stock of the reorganized corporation on the basis of eight shares of the new common atock for one share of the old common atock, and at the time of such exchange the outstanding certificates repre senting the old common stock so exchanged shall be surrendered and cancelled. Yiath; Subject to tbe provisions of Article Eighth hereof, tut- reorganized corporation may issue and sell its authorised common shares for $5.00 per share, or with respect to any such common shares for said sum plus such amount in addition thereto--all payable in money or property--as tbe Board of Directors may from time to time fix ami as may be permitted by law, and may issue and sell its authorized preferred shares for $92.50 per share, or with respect to any such preferred shares for said sum plus such amount in addition thereto--all payable in money or projierty--as the Board of Directors may from time to time fix and us may be permitted by law. lx Wit n es s 'WiiEuaor, The GliJJu, Company has made this certificate under its corjoratc seal and has caused it to be signed vy u* President and Secretary this 27th day of De cember, 1919. THE atlDDEN COMPANY, By Ad r ian D. Jo y c e, Pri-tidcul. (Seal) K. il. HORSBl'KOg, Secretory, GLd21105 12 I'M-ra* St a t e s of Ame r ic a, St a t e of Oh io , Of f ic e o f t h e Se c r c t a k v or St a t e . I, Har v pt C. Smit h , Secretary of State of the State of Ohio, do hereby certify that the foregoing is an exemplified copy, care fully compared by me with the original record now in my official custody as Secretary of State, and found to be true and correct, of the Certificate of Reorganisation of The Glidden Comp&oy filed iu this office on the 30th day of l>ecenber, A. D. 1939, and recorded in VolumeJ236, Page 350, of the Records of Incorpora tions. Wit n es s ray hand and official seal, at Columbus,'this 30th day of December, A. D. 1919. {Seal) IIa r v z t C. Smit h , Secretary of State. GLD021106