Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 31 164K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 60± 220K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 11± 42K
4: EX-10.1 Material Contract 5 20K
5: EX-12 Statement re: Computation of Ratios 2± 9K
6: EX-21 Subsidiaries of the Registrant 7± 32K
7: EX-27 Financial Data Schedule 2± 10K
8: EX-27.1 Restated Financial Data Schedule 2± 9K
9: EX-99.1 Miscellaneous Exhibit 1 8K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents
EXHIBIT 3(i)
HOUSEHOLD INTERNATIONAL, INC.
RESTATED CERTIFICATE OF INCORPORATION INDEX
DATE DESCRIPTION
-------- -----------
9/4/81 Restated Certificate of Incorporation
7/25/84 Certificate of Change of Address of
Registered Office and of Registered Agent
5/13/87 Certificate of Amendment (Article VII)
10/14/92 Certificate of Designation, Preferences and
Rights of 8-1/4% Cumulative Preferred Stock,
Series 1992-A
5/12/93 Certificate of Amendment (Article IV)
9/1/93 Certificate of Designation, Preferences and
Rights of 7.35% Cumulative Preferred Stock,
Series 1993-A
7/9/96 Certificate of Designations of Series A
Junior Participating Preferred Stock
5/14/97 Certificate of Amendment (Article IV)
5/13/98 Certificate of Amendment (Article IV)
6/30/98 Certificate of Designation, Preferences and
Rights of 5% Cumulative Preferred Stock
6/30/98 Certificate of Designation, Preferences and
Rights of $4.50 Cumulative Preferred Stock
6/30/98 Certificate of Designation, Preferences and
Rights of $4.30 Cumulative Preferred Stock
RESTATED
CERTIFICATE OF INCORPORATION
OF
HOUSEHOLD INTERNATIONAL, INC.
This Restated Certificate of Incorporation was duly adopted
by the Board of Directors of Household International, Inc. in
accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware. This Restated
Certificate of Incorporation only restates and integrates and
does not further amend the provisions of the Corporation's
certificate of incorporation as heretofore amended or
supplemented, and there is no discrepancy between those
provisions and the provisions of this Restated Certificate of
Incorporation. The original Certificate of Incorporation was
filed with the Secretary of State of Delaware on February 20,
1981.
ARTICLE I
The name of the corporation is Household International, Inc.
ARTICLE II
The address of the Corporation's registered office in the
State of Delaware is 100 West Tenth Street, Wilmington, Delaware
19899. The name of its registered agent at such address is The
Corporation Trust Company, in the county of New Castle.
ARTICLE III
The Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General
Corporation Law of Delaware.
ARTICLE IV
The total number of shares that may be issued by the
Corporation is 75,655,004 of which 8,155,004 shares shall be
Preferred Stock without par value and 67,500,000 shares shall be
Common Stock of the par value of $1 per share.
The 8,155,004 shares of Preferred Stock may be issued from
time to time in one or more series, which may have such
designations, powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated in the resolution or
resolutions (authorizing resolutions) providing for the issue of
such shares adopted by the Board of Directors. Without otherwise
limiting the generality of the foregoing provision, the Board of
Directors is expressly authorized to provide, with respect to
each such series, that:
(a) the shares of such series shall be subject to redemption
(including redemption through a sinking fund or analogous fund)
at such time or times and at such price or prices as shall be
stated in the authorizing resolutions;
(b) the holders of the shares of such series shall be
entitled to receive dividends at such rates, on such conditions
and at such times, payable in preference, or in such relation, to
the dividends payable on any other class or classes or of any
other series of stock of the Corporation, and cumulative or non-
cumulative, all as shall be stated in the authorizing
resolutions;
(c) the holders of the shares of such series shall be
entitled to such rights upon the dissolution, or upon any
distribution of the assets, of the Corporation as shall be stated
in the authorizing resolutions;
(d) the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes of stock,
or of any series thereof, of the Corporation at such price or
prices or at such rate or rates and with such adjustments, all as
shall be stated in the authorizing resolutions;
(e) the shares of such series shall have such voting powers,
full or limited, or no voting powers, as shall be stated in the
authorizing resolutions.
The following is a statement of the powers, preferences, and
rights, and the qualifications, limitations or restrictions
thereof, in respect of the Preferred Stock, except such thereof
as the Board of Directors is herein authorized to provide for,
and in respect of the Common Stock:
(1) Except as otherwise provided in authorizing resolutions
creating series of Preferred Stock, each share of Preferred Stock
shall rank on a parity with each other share of Preferred Stock,
regardless of series, in preference to the Common Stock, with
respect to the payment of dividends at the respectively
designated rates. No dividend shall be declared or paid on the
shares of any particular series of Preferred Stock unless at the
same time a dividend in like proportion to the respectively
designated dividend rates shall be declared or paid on the shares
of each other series of Preferred Stock then issued and
outstanding ranking prior to or on a parity with such particular
series with respect to the payment of dividends. Except as
otherwise provided in the authorizing resolutions creating
additional series of Preferred Stock, each share of Preferred
Stock shall rank on a parity with each other share of Preferred
Stock, regardless of series, in preference to the Common Stock,
with respect to the distribution of assets according to the
amounts to which the shares of the respective series are
thereupon entitled.
(2) The holders of shares of the Preferred Stock shall be
entitled to receive, when and as declared by the Board of
Directors, out of any funds legally available for that purpose,
dividends in cash at such respective rates, payable on such dates
in each year and in respect of such dividend periods, all as
stated in the authorizing resolutions, before any dividends shall
be declared or paid or set apart for payment upon the Common
Stock. Dividends on the shares of each series of the Preferred
Stock shall be cumulative or non-cumulative and, if cumulative,
shall be cumulative from such date, all as stated in the
authorizing resolutions.
At any time after all dividends shall have been paid, as
above provided, on the Preferred Stock of all series then
outstanding and after, or concurrently with, the declaration and
setting aside of a sum for the payment of full dividends on the
Preferred Stock of each series then outstanding for the then
current dividend period established for such series, then, but
not prior thereto, such dividends (payable either in cash, stock,
or otherwise) as may be determined by the Board of Directors may
be declared and paid on the Common Stock out of any remaining
assets legally available for the declaration of dividends and the
Preferred Stock shall not be entitled to participate in any such
dividends whether payable in cash, stock, or otherwise. No
Preferred Stock or Common Stock may be purchased by the
Corporation if any Preferred Stock dividends are in arrears, and
no Preferred Stock may be redeemed in such case unless all issued
and outstanding shares of Preferred Stock are redeemed.
(3) The whole or any part of the Preferred Stock, of any one
or more series, redeemable pursuant to provisions stated in the
respective authorizing resolutions, at the time outstanding, may,
at the option of the Board of Directors, be redeemed, in
accordance with such authorizing resolutions, at any time or from
time to time, by the payment or by making provision for payment
of such price or prices per share in the case of every such
redemption as shall be stated in such authorizing resolutions,
and, in every case, a sum equal to accrued and unpaid dividends,
if any, with respect to each such share to be so redeemed, at the
rate of the dividends fixed therefor, to the date fixed for
redemption.
In case of redemption of a part only of any series of the
Preferred Stock at the time outstanding, such redemption shall be
made by lot or pro rata in such manner as may be prescribed by
resolution of the Board of Directors. The Board of Directors
shall have full power and authority, subject to the limitations
and provisions herein contained and stated in the respective
authorizing resolutions, to prescribe the manner in which and the
terms and conditions upon which Preferred Stock shall be redeemed
from time to time.
Notice of the Corporation's intention to redeem Preferred
Stock, specifying the date of redemption, shall be published in
newspapers of general circulation in New York, New York, and
Chicago, Illinois, and shall be mailed not less than forty-five
nor more than ninety days before the redemption date to the
holders of record of such stock to be redeemed at their
respective addresses as the same shall appear on the books of the
Corporation, and, if less than all the shares owned by any such
stockholder are then to be redeemed, the notice shall specify the
number of shares thereof which are to be redeemed.
If notice shall be given as aforesaid and the funds
necessary to redeem such stock shall have been set aside by the
Corporation (other than by the trust deposit hereinafter provided
for) separate and apart from its other funds for the benefit of
the holders of the shares called for redemption, such stock shall
be redeemed upon such date of redemption and shall cease to be
outstanding; the right to receive dividends thereon shall cease
to accrue from and after such date of redemption and all rights
of holders of the Preferred Stock so called for redemption shall
forthwith on such redemption date cease and terminate except only
the right of the holders thereof, upon presentation and surrender
of their respective certificates representing said shares, to
receive the redemption price therefor but without interest, and
the right of conversion, if any.
Anything herein contained to the contrary notwithstanding,
if notice shall be given as aforesaid and before the redemption
date an amount sufficient to redeem the shares so called for
redemption shall be deposited in trust to be applied to such
redemption with a bank or with bankers authorized to conduct
banking business or with a trust company, in the Borough of
Manhattan, City of New York, or in the City of Chicago, having a
combined capital and surplus of at least $5,000,000, then, from
and after the date of such deposit, such shares shall be deemed
to be redeemed and to cease to be outstanding, and all rights of
the holders of the shares called for redemption, as stockholders
of the Corporation, shall cease except (i) the right, upon
presentation and surrender of their respective certificates
representing said shares, to receive from such bank or bankers or
trust company on or after such redemption date the moneys so
deposited in trust, but without interest, and (ii) the right of
conversion, if any. The Corporation shall be entitled to any
interest payable on the funds so deposited. Any redemption funds
unclaimed at the end of six years shall be repaid to the
Corporation, after which holders of the redeemed shares shall
look only to the Corporation for payment of the redemption price,
but without interest thereon.
(4) In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation, the
holders of the Preferred Stock shall be entitled to be paid or to
have set apart for payment such sum or sums per share as shall be
stated in the respective authorizing resolutions, together in
each case with a sum equal to accrued and unpaid dividends, if
any, at the rate of the dividends fixed therefor, to the date
fixed for payment of such price or prices, before any
distribution or payment shall be made to the holders of the
Common Stock. No consolidation or merger of the Corporation with
another corporation or corporations and no sale by the
Corporation of its assets as an entirety or substantially as an
entirety shall be deemed to be a liquidation, dissolution, or
winding up of the Corporation within the meaning of this
subdivision (4).
(5) The Corporation shall not, without the consent
(expressed either in writing or by affirmative vote at a meeting
called for that purpose) of the holders of two-thirds of the then
outstanding Preferred Stock of all series, other than series in
respect of which the authorizing resolutions expressly provide
that such consent shall not be required:
(i) consolidate or merge with another corporation or
corporations or sell its assets as an entirety or
substantially as an entirety, provided, however, that the
purchase for cash, stock, or otherwise by the Corporation of
all or any part of the assets, stock or other securities of
another corporation or corporations shall not be deemed to
be a consolidation or merger;
(ii) issue Preferred Stock of any series if there shall
be cumulative dividends in arrears on outstanding Preferred
Stock, irrespective of series;
(iii) increase the authorized amount of the Preferred
Stock, or create or issue any class of stock ranking prior
to or on a parity with the Preferred Stock, or any series
thereof, as to the payment of dividends or the distribution
of assets;
(iv) adopt any amendment to the Certificate of
Incorporation of the Corporation which adversely alters any
preference, power, or special right of the Preferred Stock,
or of the holders thereof; provided, however, that if any
such amendment would adversely alter any preference, power,
or special right of one or more but not all of the series of
the Preferred Stock or of the holders thereof, then the
consent (expressed as above provided) only of the holders of
two-thirds of the then outstanding shares of all series so
affected, voting as a class, other than series in respect of
which the authorizing resolutions expressly provide that
such consent shall not be required, shall be required for
the adoption of such amendment.
(6) In the event that any four quarterly cumulative
dividends, whether consecutive or not, upon the Preferred Stock,
or any series thereof, shall be in arrears, the holders of
Preferred Stock of all series, other than series in respect of
which the right is expressly withheld by the authorizing
resolutions, shall have the right, at the next meeting of
stockholders called for the election of directors, to elect one-
third of the members of the Board of Directors out of the number
fixed by the by-laws, and the holders of such Preferred Stock
shall continue to have such right until all unpaid dividends upon
the Preferred Stock shall have been paid in full. In the event
that any eight quarterly cumulative dividends, whether
consecutive or not, upon the Preferred Stock, or any series
thereof, shall be in arrears, the holders of Preferred Stock of
all series, other than series in respect of which the right is
expressly withheld by the authorizing resolutions, shall have the
right, at the next meeting of stockholders called for the
election of directors, to elect a majority of the members of the
Board of Directors out of the numbers fixed by the by-laws, and
the holders of such Preferred Stock shall continue to have such
right until all unpaid dividends upon the Preferred Stock shall
have been paid in full.
(7) The holders of the Common Stock shall be entitled to
vote at all meetings of the stockholders and, subject to the
rights of holders of Preferred Stock to elect directors in
accordance with the provisions of the foregoing subdivision (6),
shall be entitled to one vote for each share of Common Stock
held.
ARTICLE V
There is hereby created a series of Preferred Stock of the
Corporation, such series to be within the class of Preferred
Stock authorized by Article IV hereof; to be designated $6.25
Cumulative Convertible Voting Preferred Stock (the "$6.25
Preferred Stock"); to consist of 3,454,635 shares; to have the
powers, preferences and rights and the qualifications,
limitations and restrictions set forth in, and to be subject to
all of the terms and provisions of, Article IV hereof (except to
the extent that the same may be inconsistent with this Article
V); and to have the following additional powers, preferences,
rights, qualifications, limitations, restrictions, terms and
provisions:
(a) $6.25 per share is fixed as the amount per annum at
which the holders of $6.25 Preferred Stock shall be entitled to
receive dividends when and as declared by the Board of Directors,
such dividends to be paid only from retained earnings of the
Corporation; and such dividends shall be cumulative and shall
accrue, whether or not earned or declared, from the Issue Date
(as hereinafter defined), and shall be payable quarterly on the
fifteenth day of January, April, July and October in each year to
holders of record on the respective business days next preceding
the first days of those months (and the quarterly dividend
periods shall commence on the first days of those months);
provided, however, that as to any shares of $6.25 Preferred Stock
issued less than 60 days prior to a dividend payment date, the
dividend that would otherwise be payable on such dividend payment
date will be payable on the next succeeding dividend payment
date; and provided, further, that no dividend shall be declared
or paid if (i) the Corporation is insolvent or would be rendered
insolvent by payment of such dividend or (ii) the payment of such
dividend would impair the Corporation's capital (i.e., the fair
market value of the remaining assets of the Corporation would be
less than the sum of its liabilities and the liquidation value of
any classes and series of its Preferred Stock ranking prior to or
on a parity with the $6.25 Preferred Stock). The "Issue Date"
shall mean the day on which occurs the merger of Wallace-Murray
Corporation, a Delaware corporation, into Household Acquisition
Corporation Second, a Delaware corporation, or other subsidiary
of the Corporation. An "Anniversary Date" shall mean any
anniversary date of the Issue Date.
(b) The shares of $6.25 Preferred Stock shall be subject to
redemption at the option of the Corporation at any time, and from
time to time, in whole or in part, at the redemption price of $50
per share plus the amount of accrued and unpaid dividends, if
any, thereon to the date fixed for redemption; provided, however,
that no such optional redemption shall be made unless (i) the
date fixed for redemption is on or after the fifth Anniversary
Date, and (ii) at all times during the twelve-month period
terminating on the date on which notice of such redemption is
first given, the annualized rate of dividends in respect of the
outstanding shares of Common Stock of the Corporation shall have
equalled or exceeded the quotient obtained by dividing $6.25 by
the conversion rate specified in paragraph (d) hereof (as said
conversion rate may have been adjusted pursuant to the provisions
of said paragraph). As used herein, the term "annualized rate of
dividends" shall mean, as of any particular time, the aggregate
per share amount of regular cash dividends (excluding special and
extraordinary dividends) paid on shares of the Common Stock of
the Corporation generally, in respect of the most recently
completed twelve-month period.
(c) The amount to which shares of $6.25 Preferred Stock
shall be entitled upon liquidation, dissolution, or winding up of
the Corporation, whether voluntary or involuntary, shall be $50
per share, plus the amount of accrued and unpaid dividends, if
any, thereon to the date fixed for payment, and no more.
(d) The shares of $6.25 Preferred Stock shall be convertible
at any time after issue at the option of the record holder
thereof, in the manner hereinafter provided, into fully paid and
nonassessable shares of Common Stock of the Corporation at the
rate of 1.923 shares (adjusted to 2.327 shares as of close of
business on April 7, 1989 and 4.654 shares as of close of
business on October 15, 1993) of Common Stock for each share of
$6.25 Preferred Stock; provided, however, that as to any shares
of $6.25 Preferred Stock which shall have been called for
redemption, the right of conversion shall terminate at the close
of business on the fifth full business day prior to the date
fixed for redemption. No payment or adjustment shall be made for
dividends accrued on any shares of $6.25 Preferred Stock that
shall be converted or for dividends on any shares of Common Stock
that shall be issuable upon such conversion, but all dividends
accrued and unpaid on such shares of $6.25 Preferred Stock up to
the dividend payment date immediately preceding the date of
conversion shall be payable to the converting shareholder, and no
dividend shall be paid upon the shares of Common Stock until the
same shall be paid or sufficient funds set apart for the payment
thereof.
The conversion rate provided for above shall be subject to
the following adjustments:
(i) In case the Corporation shall declare and pay to
the holders of the shares of Common Stock a dividend in
shares of Common Stock, the conversion rate in effect
immediately prior to the time fixed for the determination of
shareholders entitled to such dividend shall be
proportionately increased (adjusted to the nearest, or if
there shall be no nearest then to the next lower, one-
thousandth of a share of Common Stock), such adjustment to
become effective immediately after the time fixed for such
determination.
(ii) In case the Corporation shall subdivide the
outstanding shares of Common Stock into a greater number of
shares of Common Stock or combine the outstanding shares of
Common Stock into a smaller number of shares of Common
Stock, the conversion rate in effective immediately prior to
such subdivision or combination, as the case may be, shall
be proportionately increased or decreased (adjusted to the
nearest, or if there shall be no nearest then to the next
lower, one-thousandth of a share of Common Stock), as the
case may require, such increase or decrease, as the case may
be, to become effective when such subdivision or combination
becomes effective.
(iii) In case of any reclassification or change of
outstanding shares of Common Stock of the class issuable
upon conversion of the shares of $6.25 Preferred Stock, or
in case of any consolidation or merger of the Corporation
with or into another corporation, or in case of any sale or
conveyance to another corporation of all or substantially
all of the property of the Corporation, the holder of each
share of $6.25 Preferred Stock then outstanding shall have
the right thereafter, so long as his conversion right
hereunder shall exist, to convert such share into the kind
and amount of shares 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 Common Stock of the Corporation into
which such shares of $6.25 Preferred Stock might have been
converted immediately prior to such reclassification,
change, consolidation, merger, sale or conveyance, and shall
have no other conversion rights under these provisions;
provided, however, that effective provision shall be made,
in the Articles or Certificate of Incorporation of the
resulting, surviving, or successor corporation or otherwise,
so that the provisions set forth herein for the protection
of the conversion rights of the shares of $6.25 Preferred
Stock shall thereafter be applicable, as nearly as
reasonably may be, to any such other shares of stock and
other securities and property deliverable upon conversion of
the shares of $6.25 Preferred Stock remaining outstanding or
other convertible preferred shares received by the holders
in place thereof; and provided, further, that any such
resulting, surviving, or successor corporation shall
expressly assume the obligation to deliver, upon the
exercise of the conversion privilege, such shares,
securities, or property as the holders of the shares of
$6.25 Preferred Stock remaining outstanding, or other
convertible preferred shares received by the holders in
place thereof, shall be entitled to receive pursuant to the
provisions hereof, and to make provision for the protection
of the conversion right as above provided. In case
securities or property other than shares of Common Stock
shall be issuable or deliverable upon conversion as
aforesaid, then all references in this paragraph shall be
deemed to apply, so far as appropriate and as nearly as may
be, to such other securities or property. The subdivision
or combination of shares of Common Stock at any time
outstanding into a greater or lesser number of shares of
Common Stock (whether with or without par value) shall not
be deemed to be a reclassification of the Common Stock of
the Corporation for the purposes of this subparagraph (iii).
(iv) Unless the holders of shares of the $6.25
Preferred Stock shall be issued subscription rights or
warrants on a reasonably equivalent basis, in case the
Corporation shall issue to the holders of shares of any
class of its capital stock subscription rights or warrants
entitling them to subscribe for or purchase shares of Common
Stock at a price per share less than the Average Market
Price (as hereinafter defined) at the time fixed for
determination of shareholders entitled to such subscription
rights or warrants, the conversion rate in effect
immediately prior to the time of said determination shall be
increased (adjusted to the nearest, or if there shall be no
nearest then to the next lower, one-thousandth of a share of
Common Stock) by multiplying said rate by a fraction of
which the numerator shall be the sum of the number of shares
of Common Stock outstanding at the time of such
determination and the number of additional shares of Common
Stock so offered for subscription or purchase, and of which
the denominator shall be the sum of the number of shares of
Common Stock outstanding at the time of such determination
and the number of shares of Common Stock which the aggregate
subscription price of the total number of shares so offered
would purchase at the Average Market Price, such adjustment
to become effective immediately after the time fixed for
such determination; provided, however, that if such
subscription rights or warrants shall have a term not
exceeding 45 days and if any such subscription rights or
warrants expire unexercised, then the conversion rate will
be readjusted, effective immediately after the expiration of
such term, to the conversion rate which would have obtained
if such unexercised subscription rights or warrants had not
been issued.
For the purposes of any computation under this
subparagraph (iv) or subparagraph (v), the "Average Market
Price" per share of Common Stock for any time shall be the
average of the daily closing prices for the 30 consecutive
business days commencing 45 business days before the time in
question. The closing price for each day shall be the last
sales price regular way or, in case no such sale takes place
on such day, the average of the closing bid and asked prices
regular way, in either case as recorded on the New York
Stock Exchange (or, if the Common Stock is not regularly
traded on the New York Stock Exchange, on the principal
market or system on which trades in the Common Stock are
recorded).
(v) Unless the holders of shares of the $6.25 Preferred
Stock shall be distributed evidences of indebtedness or
other assets on a reasonably equivalent basis, in case the
Corporation shall distribute to the holders of the shares of
Common Stock evidences of indebtedness of the Corporation or
other assets of the Corporation (other than cash dividends
to the extent paid from retained earnings, dividends in
shares of Common Stock or subscription rights or warrants
entitling them to subscribe for or purchase shares of Common
Stock, but including securities convertible into capital
stock of the Corporation), the conversion rate in effect
immediately prior to the time fixed for determination of
shareholders entitled to such distribution shall be
increased (adjusted to the nearest, or if there shall be no
nearest then to the next lower, one-thousandth of a share of
Common Stock) by multiplying said rate by a fraction of
which the numerator shall be the number of shares of Common
Stock outstanding at the time of such determination, and of
which the denominator shall be the difference between the
number of shares of Common Stock outstanding at the time of
such determination and a number of shares of Common Stock
having an aggregate Average Market Price at the time of such
determination equal to the fair value (as determined by the
Board of Directors of the Corporation in good faith) of the
evidences of indebtedness or other assets so distributed,
such adjustment to become effective immediately after the
time fixed for such determination.
Except as provided in the foregoing subparagraphs (i)
through (v), there shall be no adjustments to the conversion rate
set forth above.
In order to convert shares of $6.25 Preferred Stock into
shares of Common Stock, the holder thereof shall surrender the
certificate or certificates for shares of $6.25 Preferred Stock,
duly endorsed to the Corporation or in blank, at the office of
any Transfer Agent for the shares of $6.25 Preferred Stock (or
such other place as may be designated by the Corporation), and
shall give written notice to the Corporation at said office that
he elects to convert the same and shall state in writing therein
the name or names in which he wishes the certificate or
certificates for shares of Common Stock to be issued. The
Corporation shall, as soon as practicable thereafter, deliver at
said office to such holder of shares of $6.25 Preferred Stock or
to his nominee or nominees, a certificate or certificates for the
number of full shares of Common Stock to which he shall be
entitled as aforesaid and shall make appropriate payment in cash
for any fractional shares. Shares of $6.25 Preferred Stock shall
be deemed to have been converted as of the date of the surrender
of such shares for conversion as provided above, and the person
or persons entitled to receive the shares of Common Stock
issuable upon such conversion shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on
such date.
No fractions of shares of Common Stock shall be issued upon
conversion, but in lieu thereof the Corporation shall adjust such
fractional interest by payment to the holders of an amount in
cash equal (computed to the nearest cent) to the same fraction of
the closing price (as defined in subparagraph (iv) above) on the
business day immediately preceding such conversion.
A number of authorized shares of Common Stock sufficient to
provide for the conversion of the shares of $6.25 Preferred Stock
outstanding upon the bases hereinbefore provided shall at all
times be reserved for such conversion.
(e) There shall be a sinking fund (the "Sinking Fund") for
the benefit of the shares of $6.25 Preferred Stock. For the
purposes of the Sinking Fund, out of any net assets of the
Corporation legally available therefor (but only from retained
earnings and subject to the provisions of the last sentence of
paragraph (2) of Article IV of the Certificate of Incorporation),
before any dividends, in cash or property, shall be paid or
declared, or any distribution ordered or made on the Common Stock
of the Corporation, and before any shares of Common Stock of the
Corporation shall be purchased, redeemed, or otherwise acquired
for value by the Corporation or any subsidiary, the Corporation
shall have paid or set aside in cash annually on the day prior to
each Anniversary Date commencing with the tenth Anniversary Date,
so long as there shall be outstanding any shares of $6.25
Preferred Stock, an amount sufficient to redeem, on the day prior
to each such Anniversary Date prior to the thirtieth, 4% of the
number of shares of $6.25 Preferred Stock issued on the Issue
Date (or such lesser number as remains outstanding) and, on the
day prior to the thirtieth Anniversary Date, all such shares of
$6.25 Preferred Stock as remain outstanding, at a price of $50
per share plus the amount of accrued and unpaid dividends, if
any, thereon to the date so fixed for redemption; provided,
however, that there shall be allowed to the Corporation as a
credit thereagainst any shares of $6.25 Preferred Stock which the
Corporation may have acquired (as a result of the conversion of
such shares or otherwise, which it may have redeemed pursuant to
paragraph (b) hereof, or which it may have redeemed pursuant to
this paragraph (e) (otherwise than through the operation of the
Sinking Fund), which have not theretofore been used for the
purpose of any such credit or any credit against a redemption of
$6.25 Preferred Stock at the Corporation's election as
hereinafter in this paragraph (e) provided for and which shares
shall have been set aside by the Corporation for the purpose of
the Sinking Fund; and provided, further, that no monies shall be
paid or set aside for the Sinking Fund if at the day prior to any
such Anniversary Date the Corporation is in arrears in respect of
a sinking fund obligation under any other series of Preferred
Stock ranking prior to or on a parity with the $6.25 Preferred
Stock except to the extent that, in the case of any series
ranking on a parity with the $6.25 Preferred Stock, provision is
made for the payment or setting aside of monies for the Sinking
Fund and for the sinking funds of such other series in proportion
to the respective aggregate amounts then required to be paid or
set aside therefor; and provided, further, that no monies shall
be paid or set aside for the Sinking Fund if (i) the Corporation
is insolvent or would be rendered insolvent by the payment or
setting aside of such monies or (ii) the payment or setting aside
of such monies would impair the Corporation's capital (i.e., the
fair market value of the remaining assets of the Corporation
would be less than the sum of its liabilities and the liquidation
value of classes and series of its Preferred Stock ranking prior
to or on a parity with the $6.25 Preferred Stock). The Sinking
Fund shall be cumulative so that if on the day prior to any such
Anniversary Date, the net assets of the Corporation legally
available therefor or the retained earnings of the Corporation
shall be insufficient to permit any such amount be paid or set
aside in full, or if for any other reason such amount shall not
have been paid or set aside in full, the amount of the deficiency
shall be paid or set aside, but without interest, before any
dividend, in cash or property, shall be paid or declared, or any
other distribution ordered or made, on the Common Stock of the
Corporation, and before any shares of Common Stock of the
Corporation shall be purchased, redeemed or otherwise acquired
for value by the Corporation or by any subsidiary of the
Corporation. The Corporation may elect to redeem, on any Sinking
Fund redemption date, up to an additional 4% of the number of
shares of $6.25 Preferred Stock issued on the Issue Date, at a
price of $50 per share plus the amount of accrued and unpaid
dividends, if any, thereon to the date fixed for redemption;
provided, however, that there shall be allowed to the Corporation
as a credit thereagainst any shares of $6.25 Preferred Stock
which the Corporation may have acquired or redeemed otherwise
than pursuant to paragraph (b) above and this paragraph (e) which
have not theretofore been used for the purpose of any such credit
or for the purpose of any credit against a redemption of $6.25
Preferred Stock pursuant to the Sinking Fund. Such optional
right shall not be cumulative and, if unexercised in a particular
year, may not be carried forward to subsequent years.
(f) The holders of $6.25 Preferred Stock shall be entitled
to vote at all meetings of the stockholders, and at each such
meeting shall be entitled to one vote for each share held.
(g) To the extent that the Board of Directors is authorized
to fix the designations, powers, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, in respect
of additional series of Preferred Stock, none of the preferences
or rights of any such additional series as fixed by the Board of
Directors shall be prior or superior in any respect to those of
the $6.25 Preferred Stock. Without limiting the rights conferred
by paragraph (5) of Article IV of the Certificate of
Incorporation of the Corporation, the Corporation shall not,
without the consent of the holders of two-thirds of the then
outstanding shares of $6.25 Preferred Stock, adopt any amendment
to the Certificate of Incorporation of the Corporation or take
other action, whether by the Board of Directors or stockholders,
which adversely alters the preferences, powers and special rights
conferred by the provisions of paragraphs (b), d(iv), d(v) or (e)
hereof.
ARTICLE VI
In furtherance, and not in limitation, of the powers
conferred by statute, the Board of Directors of the Corporation
is expressly authorized:
(1) To make, alter, amend and rescind the by-laws of
the Corporation.
(2) To determine from time to time, whether and to what
extent, and at what times and places, and under what
conditions and regulations the accounts and books of the
Corporation (other than the stock ledger) or any of them
shall be open to inspection of the stockholders; and no
stockholder shall have any right to inspect any account,
book or document of the Corporation, except as conferred by
statute, unless authorized by a resolution of the
stockholders then entitled to vote thereon or the Board of
Directors.
IN WITNESS WHEREOF, said Household International, Inc. has
caused its corporate seal to be hereunto affixed and this
certificate to be signed by D. C. Clark, its President, and
attested by J. D. Pinkerton, its Secretary, this 4th day of
September, 1981.
Household International, Inc.
By: /s/ D. C. Clark
---------------
President
[SEAL]
Attest:
By: /s/ J. D. Pinkerton
-------------------
Secretary
A:\WP51\IC9481.WP
CERTIFICATE OF CHANGE OF ADDRESS OF
REGISTERED OFFICE AND OF REGISTERED AGENT
PURSUANT TO SECTION 134 OF TITLE 8 OF THE DELAWARE CODE
To: DEPARTMENT OF STATE
Division of Corporations
Townsend Building
Federal Street
Dover, Delaware 19903
Pursuant to the provisions of Section 134 of Title 8 of the
Delaware Code, the undersigned Agent for service of process, in
order to change the address of the registered office of the
corporations for which it is registered agent, hereby certifies
that:
1. The name of the agent is: The Corporate Trust Company
2. The address of the old registered office was:
100 West Tenth Street
Wilmington, Delaware 19801
3. The address to which the registered office is to be
changed is:
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
The new address will be effective on July 30, 1984.
4. The names of the corporation represented by said agent
are set forth on the list annexed to this certificate
and made a part hereof by reference.
IN WITNESS WHEREOF, said agent has caused this certificate
to be signed on its behalf by its Vice-President and Assistant
Secretary this 25th day of July, 1984.
THE CORPORATION TRUST COMPANY
(Name of Registered Agent)
By: Virginia Colwell
----------------
(Vice-President)
Attest:
Mick Nurman
---------------------
(Assistant Secretary)
PAGE 796
STATE OF DELAWARE - DIVISION OF CORPORATIONS
CHANGE OF ADDRESS FILING FOR
CORPORATION TRUST AS OF JULY 27, 1984
DOMESTIC
0908612 HOUSEHOLD INTERNATIONAL, INC. 02/21/1981 D DE
A:\WP51\IC72584.WP
HOUSEHOLD INTERNATIONAL, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Household International, Inc., a corporation organized and
existing under the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the Restated Certificate of Incorporation, as
heretofore amended, of said Corporation has been further amended
by inserting the following as Article VII:
ARTICLE VII
(1) Elimination of Certain Liability of Directors. A
director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law or
successor provision, or (iv) for any transaction from which
the director derived an improper personal benefit. Any
repeal or amendment to this Section shall not adversely
affect any right or protection of a director of the
Corporation for any act or occurrence taking place prior to
such repeal or amendment.
(2) Indemnification and Insurance.
(a) Each person who was or is made a party or is
threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative, or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or
was a director, officer, or employee of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation
or of a partnership, joint venture, trust, or other
enterprise, including service with respect to employee
benefit plans, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to
the extent that such amendment permits the Corporation to
provide broader indemnification rights than said law
permitted the Corporation to provide prior to such
amendment), against all expense, liability, and loss
(including attorneys' fees, judgments, fines, ERISA excise
taxes, or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person
in connection therewith, and such indemnification shall
continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit
of his or her heirs, executors and administrators; provided,
however, that except as provided in paragraph (b) hereof,
the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board of Directors
of the Corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include
the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its
final disposition upon delivery to the Corporation of an
undertaking to repay all amounts so advanced if it shall
ultimately be determined that such person is not entitled to
be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors,
provide indemnification to agents of the Corporation with
the same scope and effect as the foregoing indemnification
of directors, officers, and employees.
(b) If a claim under paragraph (a) of this
Section is not paid in full by the Corporation, the claimant
may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and,
if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred
in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered
to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the
Delaware General Corporation Law and paragraph (a) of this
Section for the Corporation to indemnify the claimant for
the amount claimed, but the burden of proving such defense
shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the
circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(c) The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Section shall not be
exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of this
Certificate of Incorporation, bylaw, agreement, contract,
vote of stockholders or disinterested directors, or
otherwise.
(d) The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of
this Section, the Delaware General Corporation Law, or
otherwise.
SECOND: That the aforesaid amendment of the Restated
Certificate of Incorporation of said Corporation, set forth in
Paragraph FIRST hereinabove, has been duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunto affixed and this certificate to be signed by
D. C. Clark, its Chairman of the Board and Chief Executive
Officer, and J. D. Pinkerton, its Senior Vice President -
Administration and Secretary, this 13th day of May, 1987.
HOUSEHOLD INTERNATIONAL, INC.
[SEAL]
By: /s/ D. C. Clark
-------------------------
Chairman of the Board and
Chief Executive Officer
Attest:
/s/ J. D. Pinkerton
----------------------------
Senior Vice President -
Administration and Secretary
A:\WP51\IC51387.WP
CERTIFICATE OF HOUSEHOLD INTERNATIONAL, INC.
UNDER SECTION 151(g) OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE
Household International, Inc., a Delaware corporation
(hereinafter referred to as the "Corporation"), does hereby
certify that:
1) the Corporation's 9-1/2% Cumulative Preferred Stock,
Series 1991-A (the "Preferred Stock") has been redeemed in its
entirety and that no shares of the Preferred Stock are
outstanding as of the date hereof.
2) the following resolution has been duly adopted by the
Corporation's Board of Directors:
"RESOLVED, that the officers of the Corporation are
duly authorized to file a certificate with the Secretary of
State of Delaware eliminating from the Corporation's
Certificate of Incorporation all matters set forth in each
Certificate of Designation, Preferences and Rights for the
Preferred Stock and as permitted by the Certificate of
Designation, Preferences and Rights for the Preferred Stock,
such shares of Preferred Stock redeemed shall resume the
status of authorized and unissued shares of the
Corporation's preferred stock."
Upon the effective date of the filing of this Certificate,
it shall eliminate from the Corporation's Certificate of
Incorporation all matters set forth in the Certificate of
Designation, Preferences and Rights with respect to the
Corporation's 9-1/2% Cumulative Preferred Stock, Series 1991-A,
and all of such shares of 9-1/2% Cumulative Preferred Stock,
Series 1991-A, shall resume the status of authorized and unissued
shares of the Corporation's class of Preferred Stock.
IN WITNESS WHEREOF, said Household International, Inc., has
caused its corporate seal to be hereunto affixed and this
Certificate to be signed by Paul R. Shay, its Secretary, and
attested by Susan E. Casey, its Assistant Secretary, this 14th
day of March, 1997.
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ P. R. Shay
------------------------
Secretary
Attest:
By: /s/ S. E. Casey
-------------------
Assistant Secretary
HOUSEHOLD INTERNATIONAL, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
8-1/4% Cumulative Preferred Stock, Series 1992-A
(Without Par Value)
HOUSEHOLD INTERNATIONAL, INC., a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), HEREBY CERTIFIES that the following resolutions
were duly adopted by the Board of Directors of the Corporation
and by the Preferred Stock Committee of the Board of Directors,
pursuant to authority conferred upon the Board of Directors by
the provisions of the Restated Certificate of Incorporation, as
amended, of the Corporation, and pursuant to authority conferred
upon the Preferred Stock Committee by the resolutions of the
Board of Directors set forth herein and in accordance with
Section 141(c) of the General Corporation Law of the State of
Delaware.
1. The Board of Directors has adopted the following
resolutions designating a Preferred Stock Committee of the Board
of Directors and authorizing the Preferred Stock Committee to act
on behalf of the Board of Directors (within certain limitations)
in connection with the designation, issuance and sale of shares
in one or more series of Preferred Stock of the Corporation:
"RESOLVED, that a Preferred Stock Committee of the
Board of Directors is hereby designated which shall have and
may exercise, to the fullest extent permitted by law, the
full power and authority of the Board of Directors with
respect to the issuance and sale of one or more new series
of the Corporation's Preferred Stock without par value (each
such series herein referred to as the "New Preferred
Stock"), including, without limitation, establishing the
purchase price therefor, and fixing the designations and any
of the preferences, powers, rights (other than voting powers
or voting rights which shall be fixed by the Board of
Directors) and relative, participating, optional or other
special rights and qualifications, limitations or
restrictions thereof, of such shares of each series of New
Preferred Stock, and fixing the number of shares of each
series of New Preferred Stock.
"FURTHER RESOLVED, that the Preferred Stock Committee
is authorized to take such additional actions and adopt such
additional resolutions as it deems necessary or appropriate
for the purpose of authorizing and implementing the
issuance, offer, and sale for cash of New Preferred Stock,
including, without limiting the generality of the foregoing,
the authorization and execution of agreements (including
underwriting agreements) relating to the offer and sale of
New Preferred Stock, authorization and approval of listing
applications (including amendments or supplements thereto)
for the listing of such New Preferred Stock on a stock
exchange, approval of forms of stock certificates and
authorization of issuance of New Preferred Stock in
uncertificated form, any actions which may be necessary to
qualify the offering and sale of New Preferred Stock under
Blue Sky Laws of the various states, any necessary filings
with the Secretary of State of Delaware and other
jurisdictions, and the appointment of a transfer agent.
"FURTHER RESOLVED, that notwithstanding the foregoing
resolutions, the Preferred Stock Committee may not authorize
the sale of New Preferred Stock for more than $150 million
cash consideration in the aggregate, and the power and
authority of the Preferred Stock Committee set forth in the
preceding resolutions shall expire on December 31, 1994,
unless extended by further action of the Board of Directors
of the Corporation.
"FURTHER RESOLVED, that the members of the Preferred
Stock Committee shall be D. C. Clark, E. P. Hoffman, and
G. P. Osler. In the absence of Mr. Osler, A. E. Rasmussen
is designated as an alternate member of the Preferred Stock
Committee to serve in his place."
2. The Board of Directors has adopted the following
resolution pertaining to the voting rights for series of
Preferred Stock authorized for issuance by the Preferred Stock
Committee of the Board of Directors:
"RESOLVED, that holders of each series of the
Corporation's New Preferred Stock which is authorized by the
Preferred Stock Committee of the Board of Directors shall
have no voting rights, and their consent shall not be
required for taking any corporate action, except as
otherwise set forth herein, or as otherwise required by law,
and except as otherwise provided by the Board of Directors
with respect to any particular series of New Preferred
Stock.
The consent of the holders of the New Preferred Stock
with respect to the matters set forth in sub-sections (i)
and (iii) of paragraph (5) of Article IV of the
Corporation's Restated Certificate of Incorporation
("Paragraph (5)") shall not be required, except with respect
to the creation or issuance of any class of stock ranking
prior to or on a parity with the New Preferred Stock, or
any series thereof, as to the payment of dividends or the
distribution of assets; but the other provisions of
Paragraph (5) shall be applicable to the New Preferred
Stock. The holders of the New Preferred Stock shall have no
right to elect directors pursuant to paragraph (6) of
Article IV of the Corporation's Restated Certificate of
Incorporation ("Paragraph (6)"), such right hereby being
expressly withheld.
In the event that any six quarterly cumulative
dividends, whether consecutive or not, upon the New
Preferred Stock shall be in arrears, the holders of the New
Preferred Stock shall have the right, voting separately as a
class with holders of shares of any one or more other series
of Preferred Stock of the Corporation ranking on a parity
with the New Preferred Stock either as to payment of
dividends or the distribution of assets upon liquidation,
dissolution, or winding up, whether voluntary or
involuntary, and upon which like voting rights have been
conferred and are then exercisable, at the next meeting of
stockholders called for the election of directors, to elect
two members of the Board of Directors. The right of such
holders of such shares of the New Preferred Stock, voting
separately as a class, to elect (together with the holders
of shares of any one or more other series of Preferred Stock
of the Corporation ranking on such a parity) members of the
Board of Directors of the Corporation as aforesaid shall
continue until such time as all dividends accumulated on
such shares of the New Preferred Stock shall have been paid
in full, at which time such right shall terminate, except as
herein or by law expressly provided, subject to revesting in
the event of each and every subsequent failure to pay
dividends of the character above mentioned.
Upon any termination of the right of the holders of the
New Preferred Stock as a class to elect directors as herein
provided, the term of office of all directors so elected
shall terminate immediately. If the office of any director
elected by such holders voting as a class becomes vacant by
reason of death, resignation, retirement, disqualification,
removal from office or otherwise, the remaining director
elected by such holders voting as a class may choose a
successor who shall hold office for the unexpired term in
respect of which such vacancy occurred. Whenever the term
of office of the directors elected by such holders voting as
a class shall end and the special voting powers vested in
such holders as provided in this resolution shall have
expired, the number of directors shall thereupon be such
number as may be provided for in the Corporation's Bylaws
irrespective of any increase made pursuant to the provisions
of this resolution.
Until all unpaid dividends on the New Preferred Stock
shall have been paid in full, and in order to permit the
holders of the Corporation's $6.25 Cumulative Convertible
Voting Preferred Stock, and any other series of Preferred
Stock issued by the Corporation having the voting rights set
forth in Paragraph (6) to exercise fully the right to elect
directors as granted by and provided in Paragraph (6), the
number of directors constituting the whole Board of
Directors of the Corporation shall not be less than seven.
If, upon any such arrearage in dividends, the number of
directors constituting the whole Board of Directors shall be
less than seven, the size of the Board of Directors shall,
immediately prior to the next meeting of stockholders called
for the election of directors, automatically be increased by
such number as shall be necessary to cause the number of
directors constituting the whole Board of Directors to be no
less than seven.
To the extent that the Board of Directors is authorized
to fix the designations, powers, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof in
respect of additional series of Preferred Stock, none of the
preferences or rights of any such additional series as fixed
by the Board of Directors shall rank prior to the New
Preferred Stock as to payment of dividends or the
distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary, without the
consent of the holders of two-thirds of the outstanding
shares of such series of New Preferred Stock voting as a
class.
The foregoing voting provisions shall not apply to any
series of New Preferred Stock if, at or prior to the time
when the act with respect to which such vote would otherwise
be required shall be effected, all outstanding shares of
such series of New Preferred Stock shall have been redeemed
or sufficient funds shall have been deposited in trust to
effect such redemption.
On any item in which the holders of New Preferred Stock
are entitled to vote, such holders shall be entitled to one
vote for each share held."
3. The Preferred Stock Committee of the Board of Directors
has adopted the following resolution pursuant to authority
conferred upon the Preferred Stock Committee of the Board of
Directors by the resolution of the Board of Directors set forth
in paragraph 1 above of this Certificate of Designation,
Preferences and Rights:
"RESOLVED, that the issue of a series of Preferred
Stock without par value of the Corporation is hereby
authorized and the designation, preferences and privileges,
relative, participating, optional and other special rights,
and qualifications, limitations and restrictions thereof, in
addition to those set forth in the Restated Certificate of
Incorporation, as amended, of the Corporation, are hereby
fixed as follows:
8-1/4% Cumulative Preferred Stock, Series 1992-A
(1) Number of Shares and Designation. 50,000 shares of
Preferred Stock without par value of the Corporation are
hereby constituted as a series of Preferred Stock without
par value and designated as 8-1/4% Cumulative Preferred
Stock, Series 1992-A (hereinafter called the "8-1/4%
Preferred Stock").
(2) Dividends. The holders of shares of the 8-1/4%
Preferred Stock shall be entitled to receive cash dividends,
when and as declared by the Board of Directors of the
Corporation, out of assets legally available for such
purpose, at the rate determined as provided below. Such
dividends shall be cumulative from the date of original
issue of such shares and shall be payable quarterly in
arrears, when and as declared by the Board of Directors of
the Corporation, on the fifteenth day of January, April,
July and October in each year to holders of record on the
respective business days next preceding the first days of
those months (and the quarterly dividend periods shall
commence on the first days of those months).
Dividends on the 8-1/4% Preferred Stock for quarterly
dividend periods will be payable at the rate of 8-1/4% per
annum from the date of original issue applied to the amount
of $1,000 per share of 8-1/4% Preferred Stock. The amount
of dividends payable on each share of 8-1/4% Preferred Stock
for each full quarterly dividend period shall be computed by
dividing the dividend rate by four and applying the dividend
rate to the amount of $1,000 per share. The amount of
dividends payable for any dividend period shorter or longer
than a full quarterly dividend period shall be computed on
the basis of 30-day months, a 360-day year and the actual
number of days elapsed in the period.
(3) Liquidation Preference. The amount to which shares
of 8-1/4% Preferred Stock shall be entitled upon
liquidation, dissolution, or winding up of the Corporation,
whether voluntary or involuntary, shall be $1,000 per share,
plus an amount equal to all accrued and unpaid dividends, if
any, thereon to the date fixed for payment, and no more.
(4) Redemption. The shares of 8-1/4% Preferred Stock
shall be subject to redemption in whole or in part at the
option of the Corporation on or after October 15, 2002, at
$1,000 per share, plus an amount equal to all accrued and
unpaid dividends, if any, thereon to the date fixed for
redemption, and no more.
(5) Shares to be Retired. All shares of 8-1/4%
Preferred Stock purchased or redeemed by the Corporation
shall be retired and cancelled and shall be restored to the
status of authorized but unissued shares of the class of
Preferred Stock without par value, without designation as to
series, and may thereafter be issued, but not as shares of
8-1/4% Preferred Stock.
(6) Conversion or Exchange. The holders of shares of
8-1/4% Preferred Stock shall not have any rights herein to
convert such shares into or exchange such shares for shares
of any other series of any class or classes of capital stock
(or any other security) of the Corporation.
(7) Ranking. The 8-1/4% Preferred Stock shall rank on
a parity with the Corporation's $6.25 Cumulative Convertible
Voting Preferred Stock, 9-1/2% Cumulative Preferred Stock,
Series 1989-A, Flexible Rate Auction Preferred Stock, Series
A, Flexible Rate Auction Preferred Stock, Series B, 11-1/4%
Enhanced Rate Cumulative Preferred Stock and 9-1/2%
Cumulative Preferred Stock, Series 1991-A as to payment of
dividends and distribution of assets upon liquidation,
dissolution, or winding up, whether voluntary or
involuntary, and shall rank prior to the Corporation's
Common Stock and Series A Junior Participating Preferred
Stock as to payment of dividends and distribution of assets
upon liquidation, dissolution, or winding up, whether
voluntary or involuntary, and prior to any other series of
stock authorized to be issued by the Corporation which ranks
junior to the $6.25 Cumulative Convertible Voting Preferred
Stock, 9-1/2% Cumulative Preferred Stock, Series 1989-A,
Flexible Rate Auction Preferred Stock, Series A, Flexible
Rate Auction Preferred Stock, Series B, 11-1/4% Enhanced
Rate Cumulative Preferred Stock and 9-1/2% Cumulative
Preferred Stock, Series 1991-A as to payment of dividends
and distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary."
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designation, Preferences and Rights to be signed
by J. Richard Hull, Senior Vice President-Secretary of the
Corporation, and attested by John W. Blenke, Assistant Secretary,
this 14th day of October, 1992.
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ J. Richard Hull
----------------------
Senior Vice President-
Secretary
Attest:
/s/ John W. Blenke
-------------------
Assistant Secretary
A:\WP51\IC101492.WP
HOUSEHOLD INTERNATIONAL, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Household International, Inc., a corporation organized and
existing under the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the Restated Certificate of Incorporation, as
heretofore amended, of said Corporation has been further amended
by deleting, in its entirety, the first paragraph of Article IV
thereof and inserting the following as the new first paragraph of
Article IV:
The total number of shares that may be issued by
the Corporation is 158,155,004 of which 8,155,004
shares shall be Preferred Stock without par value and
150,000,000 shares shall be Common Stock of the par
value of $1 per share.
SECOND: That the aforesaid amendment of the Restated
Certificate of Incorporation of said Corporation, set forth in
Paragraph FIRST hereinabove, has been duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunto affixed and this certificate to be signed by
D. C. Clark, its Chairman of the Board and Chief Executive
Officer and J. W. Blenke, Assistant General Counsel and Assistant
Secretary, this 12th day of May, 1993.
HOUSEHOLD INTERNATIONAL, INC.
[SEAL]
By: /s/ D. C. Clark
-------------------------
Chairman of the Board and
Chief Executive Officer
Attest:
/s/ J. W. Blenke
-----------------------------
Assistant General Counsel and
Assistant Secretary
A:\WP51\IC51293.WP
HOUSEHOLD INTERNATIONAL, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
7.35% Cumulative Preferred Stock, Series 1993-A
(Without Par Value)
HOUSEHOLD INTERNATIONAL, INC., a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), HEREBY CERTIFIES that the following resolutions
were duly adopted by the Board of Directors of the Corporation
and by the Offering Committee of the Board of Directors, pursuant
to authority conferred upon the Board of Directors by the
provisions of the Restated Certificate of Incorporation, as
amended, of the Corporation, and pursuant to authority conferred
upon the Offering Committee by the resolutions of the Board of
Directors set forth herein and in accordance with Section 141(c)
of the General Corporation Law of the State of Delaware.
1. The Board of Directors on May 12, 1993 has adopted the
following resolutions designating an Offering Committee of the
Board of Directors and authorizing the Offering Committee to act
on behalf of the Board of Directors (within certain limitations)
in connection with the designation, issuance and sale of shares
in one or more series of Preferred Stock, without par value, of
the Corporation:
"FURTHER RESOLVED, that an Offering Committee of the
Board of Directors is hereby designated which shall have and
may exercise, to the fullest extent permitted by law, the
full power and authority of the Board of Directors with
respect to the issuance and sale of (i) the Common Stock,
(ii) the Debt Securities or (iii) one or more new series of
the Corporation's Preferred Stock, including, without
limitation, establishing the purchase price therefore, and
fixing the designations and any of the preferences, powers,
rights (other than voting powers or voting rights which
shall be fixed by the Board of Directors) and relative,
participating, optional or other special rights and
qualifications, limitations or restrictions thereof, of such
shares of each series of Preferred Stock; and
"FURTHER RESOLVED, that notwithstanding the foregoing
resolutions, the power and authority of the Offering
Committee set forth in the preceding resolution shall expire
on June 30, 1995, unless extended by further action of the
Board of Directors of the Corporation; and
"FURTHER RESOLVED, that the members of the Offering
Committee shall be D. C. Clark, A. E. Rasmussen and G. P.
Osler. In the absence of any of the named directors, any
current director of the Corporation is designated as an
alternate member of the Offering Committee to serve in such
named director's place; and
"FURTHER RESOLVED, that the Offering Committee is
authorized to take such additional actions and adopt such
additional resolutions as it deems necessary or appropriate
for the purpose of authorizing and implementing the
issuance, offer, and sale for cash of Preferred Stock,
including, without limiting the generality of the foregoing,
the authorization and execution of agreements (including
underwriting agreements) relating to the offer and sale of
Preferred Stock, approval of forms of stock certificates and
authorization of issuance of Preferred Stock in
uncertificated form, any actions which may be necessary to
qualify the offering and sale of Preferred Stock under Blue
Sky Laws of the various states, any necessary filings with
the Secretary of State of Delaware and other jurisdictions,
and the appointment of a transfer agent; and
"FURTHER RESOLVED, that the Offering Committee is
hereby empowered, in connection with the issuance and sale
of any new series of the Corporation's Preferred Stock, to
authorize the issuance and sale of depositary shares and
depositary receipts for such depositary shares with respect
to any such series of Preferred Stock, and to authorize the
appointment of a depositary, registrar, and transfer agent
for such depositary shares and depositary receipts, the
execution of a depositary agreement, and any additional
agreements or actions in connection therewith as the
Offering Committee deems necessary or appropriate."
2. The Board of Directors, on May 12, 1993, has adopted
the following resolution pertaining to the voting rights for
series of Preferred Stock, without par value, authorized for
issuance by the Offering Committee of the Board of Directors:
"FURTHER RESOLVED, that holders of each series of the
Corporation's Preferred Stock which is authorized by the
Offering Committee of the Board of Directors shall have no
voting rights, and their consent shall not be required for
taking any corporate action, except as otherwise set forth
herein or as otherwise required by law, and except as
otherwise provided by the Board of Directors with respect to
any particular series of Preferred Stock:
The consent of the holders of the Preferred Stock with
respect to the matters set forth in sub-sections (i) and
(iii) of paragraph (5) of Article IV of the Corporation's
Restated Certificate of Incorporation ("Paragraph (5)")
shall not be required, except with respect to the creation
or issuance of any class of stock ranking prior to or on a
parity with the Preferred Stock, or any series thereof, as
to the payment of dividends or the distribution of assets;
but the other provisions of Paragraph (5) shall be
applicable to the Preferred Stock. The holders of the
Preferred Stock shall have no right to elect directors
pursuant to paragraph (6) of Article IV of the Corporation's
Restated Certificate of Incorporation ("Paragraph (6)"),
such right hereby being expressly withheld.
In the event that any six quarterly cumulative
dividends, whether consecutive or not, upon the Preferred
Stock shall be in arrears, the holders of the Preferred
Stock shall have the right, voting separately as a class
with holders of shares of any one or more other series of
preferred stock of the Corporation ranking on a parity with
the Preferred Stock either as to payment of dividends or the
distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary, and upon which
like voting rights have been conferred and are then
exercisable, at the next meeting of stockholders called for
the election of directors, to elect two members of the Board
of Directors. The right of such holders of such shares of
the Preferred Stock, voting separately as a class, to elect
(together with the holders of shares of any one or more
other series of preferred stock of the Corporation ranking
on such a parity) members of the Board of Directors of the
Corporation as aforesaid shall continue until such time as
all dividends accumulated on such shares of the Preferred
Stock shall have been paid in full, at which time such right
shall terminate, except as herein or by law expressly
provided, subject to revesting in the event of each and
every subsequent failure to pay dividends of the character
above mentioned.
Upon any termination of the right of the holders of the
Preferred Stock as a class to elect directors as herein
provided, the term of office of all directors so elected
shall terminate immediately. If the office of any director
elected by such holders voting as a class becomes vacant by
reason of death, resignation, retirement, disqualification,
removal from office or otherwise, the remaining director
elected by such holders voting as a class may choose a
successor who shall hold office for the unexpired term in
respect of which such vacancy occurred. Whenever the term
of office of the directors elected by such holders voting as
a class shall end and the special voting powers vested in
such holders as provided in this resolution shall have
expired, the number of directors shall thereupon be such
number as may be provided for in the Corporation's Bylaws
irrespective of any increase made pursuant to the provisions
of this resolution.
Until all unpaid dividends on the Preferred Stock shall
have been paid in full, and in order to permit the holders
of the Corporation's $6.25 Cumulative Convertible Voting
Preferred Stock, and any other series of preferred stock
issued by the Corporation having the voting rights set forth
in Paragraph (6) to exercise fully the right to elect
directors as granted by and provided in Paragraph (6), the
number of directors constituting the whole Board of
Directors of the Corporation shall not be less than seven.
If, upon any such arrearage in dividends the number of
directors constituting the whole Board of Directors shall be
less than seven, the size of the Board of Directors shall,
immediately prior to the next meeting of stockholders called
for the election of directors, automatically be increased by
such number as shall be necessary to cause the number of
directors constituting the whole Board of Directors to be no
less than seven.
To the extent that the Board of Directors is authorized
to fix the designations, powers, preferences and relative,
participating, optional or other special rights, and
qualifications, limitations or restrictions thereof in
respect of additional series of preferred stock, none of the
preferences or rights of any such additional series as fixed
by the Board of Directors shall rank prior to the Preferred
Stock as to payment of dividends or the distribution of
assets upon liquidation, dissolution, or winding up, whether
voluntary or involuntary, without the consent of the holders
of two-thirds of the outstanding shares of such series of
Preferred Stock voting as a class.
The foregoing voting provisions shall not apply to any
series of Preferred Stock, if at or prior to the time when
the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of such
series of Preferred Stock shall have been redeemed or
sufficient funds shall have been deposited in trust to
effect such redemption.
On any item in which the holders of Preferred Stock are
entitled to vote, such holders shall be entitled to one vote
for each share held."
3. The Offering Committee of the Board of Directors has on
August 30, 1993 adopted the following resolution pursuant to
authority conferred upon the Offering Committee of the Board of
Directors by the resolutions of the Board of Directors set forth
in paragraph 1 above of this Certificate of Designation,
Preferences and Rights:
"RESOLVED, that the issue of a series of Preferred
Stock without par value of the Corporation is hereby
authorized and the designation, preferences and privileges,
relative, participating, optional and other special rights,
and qualifications, limitations and restrictions thereof, in
addition to those set forth in the Restated Certificate of
Incorporation, as amended, of the Corporation, are hereby
fixed as follows:
7.35% Cumulative Preferred Stock, Series 1993-A
(1) Number of Shares and Designation. 100,000 shares
of Preferred Stock without par value of the Corporation are
hereby constituted as a series of Preferred Stock without
par value and designated as 7.35% Cumulative Preferred
Stock, Series 1993-A (hereinafter called the "7.35%
Preferred Stock").
(2) Dividends. The holders of shares of the 7.35%
Preferred Stock shall be entitled to receive cash dividends,
when and as declared by the Board of Directors of the
Corporation, out of assets legally available for such
purpose, at the rate determined as provided below. Such
dividends shall be cumulative from the date of original
issue of such shares and shall be payable quarterly in
arrears, when and as declared by the Board of Directors of
the Corporation, on the fifteenth day of January, April,
July and October in each year to holders of record on the
respective business days next preceding the first days of
those months (and the quarterly dividend periods shall
commence on the first days of those months).
Dividends on the 7.35% Preferred Stock for quarterly
dividend periods will be payable at the rate of 7.35% per
annum from the date of original issue applied to the amount
of $1,000 per share of 7.35% Preferred Stock. The amount of
dividends payable on each share of 7.35% Preferred Stock for
each full quarterly dividend period shall be computed by
dividing the dividend rate by four and applying the dividend
rate to the amount of $1,000 per share. The amount of
dividends payable for any dividend period shorter or longer
than a full quarterly dividend period shall be computed on
the basis of 30-day months, a 360-day year and the actual
number of days elapsed in the period.
(3) Liquidation Preference. The amount to which shares
of 7.35% Preferred Stock shall be entitled upon liquidation,
dissolution, or winding up of the Corporation, whether
voluntary or involuntary, shall be $1,000 per share, plus an
amount equal to all accrued and unpaid dividends, if any,
thereon to the date fixed for payment, and no more.
(4) Redemption. The shares of 7.35% Preferred Stock
shall be subject to redemption in whole or in part at the
option of the Corporation on or after October 15, 1998 at
$1,000 per share, plus an amount equal to all accrued and
unpaid dividends, if any, thereon to the date fixed for
redemption, and no more.
(5) Shares to be Retired. All shares of 7.35%
Preferred Stock purchased or redeemed by the Corporation
shall be retired and cancelled and shall be restored to the
status of authorized but unissued shares of the class of
Preferred Stock without par value, without designation as to
series, and may thereafter be issued, but not as shares of
7.35% Preferred Stock.
(6) Conversion or Exchange. The holders of shares of
7.35% Preferred Stock shall not have any rights herein to
convert such shares into or exchange such shares for shares
of any other series of any class or classes of capital stock
(or any other security) of the Corporation.
(7) Ranking. The 7.35% Preferred Stock shall rank on a
parity with the Corporation's $6.25 Cumulative Convertible
Voting Preferred Stock, 9-1/2% Cumulative Preferred Stock,
Series 1989-A, Flexible Rate Auction Preferred Stock, Series
B, 11-1/4% Enhanced Rate Cumulative Preferred Stock, 9-1/2%
Cumulative Preferred Stock, Series 1991-A and 8-1/4%
Cumulative Preferred Stock, Series 1992-A as to payment of
dividends and distribution of assets upon liquidation,
dissolution, or winding up, whether voluntary or
involuntary, and shall rank prior to the Corporation's
Common Stock and Series A Junior Participating Preferred
Stock as to payment of dividends and distribution of assets
upon liquidation, dissolution, or winding up, whether
voluntary or involuntary, and prior to any other series of
stock authorized to be issued by the Corporation which ranks
junior to the $6.25 Cumulative Convertible Voting Preferred
Stock, 9-1/2% Cumulative Preferred Stock, Series 1989-A,
Flexible Rate Auction Preferred Stock, Series B, 11-1/4%
Enhanced Rate Cumulative Preferred Stock, 9-1/2% Cumulative
Preferred Stock, Series 1991-A and 8-1/4% Cumulative
Preferred Stock, Series 1992-A as to payment of dividends
and distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary."
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designation, Preferences and Rights to be signed
by J. Richard Hull, Senior Vice President-Secretary and General
Counsel of the Corporation, and attested by John W. Blenke,
Assistant General Counsel and Assistant Secretary, this 1st day
of September, 1993.
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ J. Richard Hull
----------------------
Senior Vice President-
Secretary and General
Counsel
Attest:
/s/ John W. Blenke
-----------------------------
Assistant General Counsel and
Assistant Secretary
CERTIFICATE OF DESIGNATIONS
of
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
of
HOUSEHOLD INTERNATIONAL, INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Household International, Inc., a corporation organized
and existing under the General Corporation Law of the State of
Delaware (hereinafter called the "Corporation"), hereby certifies
that the following resolution was adopted by the Board of
Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on
July 9, 1996:
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 Restated Certificate of Incorporation,
the Board hereby creates a series of Preferred Stock, without par
value (the "Preferred Stock"), of the Corporation and hereby
states the designation and number of shares, and fixes the
relative rights, preferences, and limitations thereof as follows:
FURTHER RESOLVED, that pursuant to the authority
granted to and vested in the Board in accordance with the
provisions of the Restated Certificate of Incorporation, the
consent of the holders of Series A Preferred Stock with respect
to the matters set forth in sub-sections (i) and (iii) of para-
graph (5) of Article IV of the Corporation's Restated Certificate
of Incorporation ("Paragraph (5)") shall not be required; but the
other provisions of Paragraph (5) shall be applicable to the
Series A Preferred Stock. The holders of the Series A Preferred
Stock shall have no right to elect directors per paragraph (6) of
Article IV of the Corporation's Restated Certificate of
Incorporation, such right hereby being expressly withheld:
Series A Junior Participating Preferred Stock:
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
150,000. 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.
(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, par value $1.00 per share (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 fifteenth day
January, April, July and October 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
(a) $1 or (b) subject to the provision for adjustment
hereinafter set forth, 1,000 times the aggregate per share
amount of all cash dividends, and 1,000 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 issu-
ance 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 (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (A) of this Section immediately after it declares
a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that,
in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1 per share
on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative
on outstanding shares of Series A Preferred Stock from the
Quarterly Dividend Payment Date next preceding the date of
issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred
Stock entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Preferred Stock in
an amount less than the total amount of such dividends at
the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may
fix a record date for the determination of holders of shares
of Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed
for the payment thereof.
Section 3. Voting Rights. The holders of shares of
Series A Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment here-
inafter set forth, each share of Series A Preferred Stock
shall entitle the holder thereof to 1,000 votes on all
matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time
declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled
immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of
which 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 stockholders of
the Corporation.
(C) Except as set forth herein, or as otherwise
provided by law, holders of Series A Preferred Stock shall
have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking
any corporate action.
(D) The consent of the holders of Series A Preferred
Stock with respect to the matters set forth in sub-sections
(i) and (iii) of paragraph (5) of Article IV of the
Corporation's Restated Certificate of Incorporation
("Paragraph 5") shall not be required, ; but the other
provisions of Paragraph (5) shall be applicable to the
Series A Preferred Stock. The holders of the Series A
Preferred Stock shall have no right to elect directors
pursuant to paragraph (6) of Article IV of the Corporation's
Restated Certificate of Incorporation, such right hereby
being expressly withheld.
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, dis-
solution 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.
Section 5. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and
cancelled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of
a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or as
otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up.
Upon any liquidation, dissolution or winding up of the Corpo-
ration, 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 $1,000 per share, plus an
amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment,
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 1,000 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 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 de-
nominator 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 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
1,000 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 mul-
tiplying 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 8. No Redemption. The shares of Series A
Preferred Stock shall not be redeemable.
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.
Section 10. Amendment. The Certificate of Incor-
poration 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 two-thirds of the outstanding shares of Series A Preferred
Stock, voting together as a single class.
IN WITNESS WHEREOF, this Certificate of Designations is
executed on behalf of the Corporation by its Chief Executive
Officer or Chief Financial Officer and attested by its Secretary
this 9th day of July, 1996.
/s/ William F. Aldinger
--------------------------
Chief Executive Officer or
Chief Financial Officer
Attest:
/s/ Paul R. Shay
----------------
Secretary
U:\LAW\EDGAR\IC7996.WP
HOUSEHOLD INTERNATIONAL, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Household International, Inc., a corporation organized and
existing under the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the Restated Certificate of Incorporation, as
heretofore amended, of said Corporation has been further amended
by deleting, in its entirety, the first paragraph of Article IV
thereof and inserting the following as the new first paragraph of
Article IV:
The total number of shares that may be issued by
the Corporation is 258,155,004 of which 8,155,004
shares shall be Preferred Stock without par value and
250,000,000 shares shall be Common Stock of the par
value of $1 per share.
SECOND: That the aforesaid amendment of the Restated
Certificate of Incorporation of said Corporation, set forth in
Paragraph FIRST hereinabove, has been duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunto affixed and this certificate to be signed by
W. F. Aldinger, its Chairman and Chief Executive Officer and
P. R. Shay, Assistant General Counsel and Secretary, this 14th
day of May, 1997.
HOUSEHOLD INTERNATIONAL, INC.
[SEAL]
By: /s/ W. F. Aldinger
-------------------------
Chairman and Chief
Executive Officer
Attest:
/s/ P. R. Shay
-----------------------------
Assistant General Counsel and
Secretary
U:\WP\EMP819\EDGAR\IC51497.WP
HOUSEHOLD INTERNATIONAL, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Household International, Inc., a corporation organized and
existing under the General Corporation Law of the State of
Delaware, does hereby certify:
FIRST: That the Restated Certificate of Incorporation, as
heretofore amended, of said Corporation has been further amended
by deleting, in its entirety, the first paragraph of Article IV
thereof and inserting the following as the new first paragraph of
Article IV:
The total number of shares that may be issued by
the Corporation is 758,155,004 of which 8,155,004
shares shall be Preferred Stock without par value and
750,000,000 shares shall be Common Stock of the par
value of $1 per share.
SECOND: That the number of shares constituting the Series A
Junior Participating Preferred Stock is increased to 750,000.
THIRD: That the aforesaid amendments of the Restated
Certificate of Incorporation of said Corporation set forth above
have been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunto affixed and this certificate to be signed by
W. F. Aldinger, its Chairman and Chief Executive Officer and
P. R. Shay, Assistant General Counsel and Corporate Secretary,
this 13th day of May, 1998.
HOUSEHOLD INTERNATIONAL, INC.
[SEAL]
By: /s/ W. F. Aldinger
-----------------------
Chairman and
Chief Executive Officer
Attest:
/s/ P. R. Shay
-----------------------------
Assistant General Counsel and
Corporate Secretary
U:\LAW\EDGAR\IC51398.WP
HOUSEHOLD INTERNATIONAL, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
5% Cumulative Preferred Stock
(Without Par Value)
HOUSEHOLD INTERNATIONAL, INC., a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), HEREBY CERTIFIES that the following resolution
was duly adopted by the Board of Directors of the Corporation
pursuant to authority conferred upon the Board of Directors by
the provisions of the Restated Certificate of Incorporation, as
amended, of the Corporation, and in accordance with Section
141(c) of the General Corporation Law of the State of Delaware.
1. The Board of Directors has on May 13, 1998 adopted the
following resolution:
"RESOLVED, that the issue of a series of Preferred Stock of
the Corporation is hereby authorized and the designation,
preferences and privileges, relative, participating, optional and
other special rights, and qualifications, limitations and
restrictions thereof, in addition to those set forth in the
Restated Certificate of Incorporation, as amended, of the
Corporation, are hereby fixed as follows:
5% Cumulative Preferred Stock
(1) Number of Shares and Designation. 407,718 shares
of Preferred Stock, without par value of the Corporation are
hereby constituted as a series of Preferred Stock, without
par value and designated as 5% Cumulative Preferred Stock
(hereinafter called the "5% Preferred Stock").
(2) Dividends. The holders of shares of the 5%
Preferred Stock shall be entitled to receive cash dividends,
when and as declared by the Board of Directors of the
Corporation, out of assets legally available for such
purpose, at the rate determined as provided below. Such
dividends shall be cumulative from the date of original
issue of such shares and shall be payable semi-annually in
arrears, when and as declared by the Board of Directors of
the Corporation, on the last day of June and December in
each year to holders of record, in each case, on the last
business day of the calendar month next preceding the
dividend payment date (and the semi-annual dividend periods
shall commence on the first day following each dividend
payment date and end on the next succeeding dividend payment
date).
Dividends on the 5% Preferred Stock for semi-annual
dividend periods will be payable at the rate of 5% per annum
from the date of original issue. The amount of dividends
payable on each share of 5% Preferred Stock for each full
semi-annual dividend period shall be computed by dividing
the dividend rate by two and applying the dividend rate to
each outstanding share.
(3) Liquidation Preference. The amount to which shares
of 5% Preferred Stock shall be entitled upon liquidation,
dissolution, or winding up of the Corporation, whether
voluntary or involuntary, shall be $50.00 per share, plus an
amount equal to all accrued and unpaid dividends, if any,
thereon to the date fixed for payment, whether or not
enarned or declared, and no more. Such amount to be set
apart from holders or paid to holders out of the assets of
the Corporation before any distribution is made to or set
apart for holders of the Corporation's Common Stock.
(4) Redemption. (a) The shares of the 5% Preferred
Stock shall be subject to redemption in whole or in part at
the option of the Corporation, by vote of the Board of
Directors, at $50.00 per share, plus an amount equal to all
accrued and unpaid dividends, if any, thereon to the date
fixed for redemption, whether or not earned or declared, and
no more. If less than all of the outstanding shares of 5%
Preferred Stock are to be redeemed, the shares to be
redeemed shall be determined by lot in such usual manner and
subject to such regulations as the Board of Directors in its
sole discretion shall prescribe.
(b) At least 30 days prior to the date fixed for
the redemption of shares of the 5% Preferred Stock, a
written notice shall be mailed to each holder of record of
shares of 5% Preferred Stock to be redeemed in a postage
prepaid envelope addressed to such holder at his post office
address as shown on the records of the Corporation,
notifying such holder of the election of the Corporation to
redeem such shares stating the date fixed for redemption
thereof (the "redemption date"), and calling upon such
holder to surrender to the Corporation on the redemption
date at the place designated in such notice his certificate
or certificates representing the number of shares specified
in such notice of redemption.
(c) On or after the redemption date each holder
of shares of 5% Preferred Stock to be redeemed shall present
and surrender his certificate or certificates for such
shares to the Corporation at the place designated in such
notice and thereupon the redemption price of such shares
shall be paid to or on the order of the person whose name
appears on such certificate or certificates as the owner
thereof and each surrendered certificate shall be canceled.
(d) In case less than all the shares represented
by any such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares.
(e) From and after the redemption date (unless
default shall be made by the Corporation in payment of the
redemption price) all dividends on the shares of 5%
Preferred Stock designated for redemption in such notice
shall cease to accrue, and all rights of the holders thereof
as stockholders of the Corporation, except the right to
receive the redemption price thereof upon the surrender of
certificates representing the same, shall cease and
determine and such shares shall not thereafter be
transferred (except with the consent of the Corporation) on
the books of the Corporation, and such shares shall not be
deemed to be outstanding for any purpose whatsoever.
(f) At its election, prior to the redemption
date, the Corporation may deposit the redemption price of
the shares of 5% Preferred Stock called for redemption in
trust for the holders thereof with a bank or trust company
(having a capital and surplus of not less than $1,000,000)
in the City of Chicago, Illinois or in the Borough of
Manhattan, City and State of New York or in any other city
in which the Corporation at the time shall maintain a
transfer agency with respect to such stock, in which case
such redemption notice shall state the date of such deposit,
shall specify the office of such bank or trust company as
the place of payment of the redemption price, and shall call
upon such holders to surrender the certificates representing
such shares at such place on or after the date fixed in such
redemption notice (which shall not be later than the
redemption date) against payment of the redemption price.
From and after the making of such deposit, the shares of 5%
Preferred Stock so designated for redemption shall not be
deemed to be outstanding for any purpose whatsoever, and the
rights of the holders of such shares shall be limited to the
right to receive the redemption price of such shares without
interest, upon surrender of the certificates representing
the same to the Corporation at said office of such bank or
trust company.
(g) Any moneys so deposited which shall remain
unclaimed by the holders of such 5% Preferred Stock at the
end of six years after the redemption date shall be returned
by such bank or trust company to the Corporation after which
the holders of the 5% Preferred Stock shall have no further
interest in such moneys.
(5) Shares to be Retired. All shares of 5% Preferred
Stock purchased or redeemed by the Corporation shall be
retired and cancelled and shall be restored to the status of
authorized but unissued shares of the class of Preferred
Stock without par value, without designation as to series,
and may thereafter be issued, but not as shares of 5%
Preferred Stock.
(6) Conversion or Exchange. The holders of shares of
5% Preferred Stock shall not have any rights herein to
convert such shares into or exchange such shares for shares
of any other series of any class or classes of capital stock
(or any other security) of the Corporation.
(7) Voting Rights. (a) Each holder of 5% Preferred
Stock shall be entitled to one vote for each share held on
each matter submitted to a vote of stockholders of the
Corporation and, except as otherwise herein or by law
provided, the 5% Preferred Stock, the Common Stock of the
Corporation, and any other capital stock of the Corporation
at the time entitled thereto, shall vote together as one
class, except that while the holders of 5% Preferred Stock,
voting as a class, are entitled to elect two directors as
hereinafter provided, they shall not be entitled to
participate with the Common Stock (or any other capital
stock as stated above) in the election of any other
directors.
(b) In case at any time three or more full semi-
annual dividends (whether consecutive or not) on the 5%
Preferred Stock shall be in arrears, then during the period
(the "Class Voting Period") commencing with such time and
ending with the time when all arrears in dividends on the 5%
Preferred Stock shall have been paid and the full dividend
on the 5% Preferred Stock for the then current semi-annual
dividend period shall have been declared and paid or set
aside for payment, at any meeting of the stockholders of the
Corporation held for the election of directors during the
Class Voting Period, the holders of 5% Preferred Stock
represented in person or by proxy at said meeting shall be
entitled, as a class, to the exclusion of the holders of all
other classes of stock of the Corporation, to elect two
directors of the Corporation, each share of 5% Preferred
Stock entitling the holder thereof to one vote.
(c) Any director who shall have been elected by
holders of 5% Preferred Stock or by any director so elected
as herein contemplated, may be removed at any time during a
Class Voting Period, either for or without cause, by, and
only by, the affirmative votes of the holders of record of a
majority of the outstanding shares of 5% Preferred Stock
given at a special meeting of such stockholders called for
the purpose, and any vacancy thereby created may be filled
during such Class Voting Period by the holders of 5%
Preferred Stock present in person or represented by proxy at
such meeting. Any director to be elected by the Board of
Directors of the Corporation to replace a director elected
by holders of 5% Preferred Stock or elected by a director as
provided for in this sentence shall be elected by the
remaining director previously elected by the holders of 5%
Preferred Stock. At the end of the Class Voting Period the
holders of 5% Preferred Stock shall be automatically
divested of all voting power vested in them under this
resolution but subject always to the subsequent vesting
hereunder of voting power in the holders of 5% Preferred
Stock in the event of any similar default or defaults
thereafter.
(8) Ranking. The 5% Preferred Stock shall rank on a
parity with the Corporation's 8-1/4% Cumulative Preferred
Stock, Series 1992-A, 7.35% Cumulative Preferred Stock,
Series 1993-A, $4.50 Cumulative Preferred Stock and $4.30
Cumulative Preferred Stock as to payment of dividends and
distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary, and shall rank
prior to the Corporation's Common Stock and Series A Junior
Participating Preferred Stock as to payment of dividends and
distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary, and prior to
any other series of stock authorized to be issued by the
Corporation which ranks junior to the Corporation's 8-1/4%
Cumulative Preferred Stock, Series 1992-A, 7.35% Cumulative
Preferred Stock, Series 1993-A, $4.50 Cumulative Preferred
Stock and $4.30 Cumulative Preferred Stock as to payment of
dividends and distribution of assets upon liquidation,
dissolution, or winding up, whether voluntary or
involuntary.
(9) Amendments. While any 5% Preferred Stock is
outstanding, the Corporation shall not alter or change the
preferences, special rights or powers of the 5% Preferred Stock
so as to adversely affect the 5% Preferred Stock without the
affirmative consent (given in writing or at a meeting duly called
for the purpose) of the holders of at least two-thirds (2/3rds)
of the aggregate number of shares of 5% Preferred Stock then
outstanding.
"FURTHER RESOLVED, that the Chairman, President, or any Vice
President, together with the Secretary or an Assistant Secretary,
of the Corporation are hereby authorized and directed to execute,
acknowledge, file with the Delaware Secretary of State, and
record in New Castle County, Delaware, a Certificate of
Designation, Preferences and Rights of the 5% Preferred Stock
when such officers of the Corporation shall in their sole
discretion consider such action to be necessary or advisable; and
"FURTHER RESOLVED, that the form of certificates for the 5%
Preferred Stock which form of certificate has been presented to
this meeting, and a copy of which the Secretary or an Assistant
Secretary is instructed to mark for identification and file with
the corporate records, is hereby approved, the facsimile
signatures of the officers of the Corporation contained on the
certificates are adopted as the valid and binding signatures of
the officers so signing, and the proper corporate officers are
authorized on behalf of and under the corporate seal of the
Corporation to execute and deliver the said certificates in
substantially the form presented with such changes therein as may
be approved by the officers executing the same, execution thereof
to be conclusive evidence of such approval; and
"FURTHER RESOLVED, that application be made to the New York
Stock Exchange, Inc. (the "Exchange") for listing of the 5%
Preferred Stock upon official notice of issuance of the 5%
Preferred Stock and that Messrs. J. W. Blenke, P. R. Shay and P.
D. Schwartz or any counsel designated by any of the foregoing
individuals, be and each hereby are authorized and designated by
the Corporation to appear before the Exchange in furtherance of
the listing of said 5% Preferred Stock, including authority to
file or make any such changes in the said applications or any
agreements relevant thereto and to execute any and all documents
on behalf of the Corporation as may be necessary or desirable to
conform with the requirements for listing; and
"FURTHER RESOLVED, that the officers of the Corporation, or
any counsel designated thereby, are hereby severally authorized
to execute on behalf of the Corporation and file with appropriate
authorities such applications, statements, certificates,
consents, and other documents as may be necessary for the
registration or qualification of the 5% Preferred Stock under the
securities laws of the states of the United States in which such
securities are required to be registered or qualified, and any
actions having previously been taken are hereby authorized,
approved and ratified; and
"FURTHER RESOLVED, that Harris Trust and Savings Bank
("Harris Bank") is hereby appointed as transfer agent and
registrar for the 5% Preferred Stock upon such terms as the
officers of the Corporation consider necessary or advisable; and
"FURTHER RESOLVED, that for the purpose of the original
issue of the shares of 5% Preferred Stock, Harris Bank, as the
Corporation's transfer agent and registrar, is authorized and
directed to issue and is authorized to register and deliver
certificates representing an aggregate of up to 407,718 shares of
5% Preferred Stock of the Corporation all in accordance with
instructions from the officers of the Corporation; and
"FURTHER RESOLVED, that the 5% Preferred Stock shall be
without par value; and
"FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized and directed on behalf of the Corporation to
take and cause to be taken all action necessary or desirable to
carry out the terms, implications and intent of these
resolutions, and to consummate the transactions contemplated
therein."
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designation, Preferences and Rights to be signed
by David A. Schoenholz, Executive Vice President and Chief
Financial Officer of the Corporation, and attested by Patrick D.
Schwartz, Associate General Counsel and Assistant Secretary, this
30th day of June, 1998.
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ David A. Schoenholz
-------------------------
David A. Schoenholz
Executive Vice President-
Chief Financial Officer
Attest:
/s/ Patrick D. Schwartz
-----------------------------
Patrick D. Schwartz
Associate General Counsel and
Assistant Secretary
HOUSEHOLD INTERNATIONAL, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
$4.50 Cumulative Preferred Stock
(Without Par Value)
HOUSEHOLD INTERNATIONAL, INC., a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), HEREBY CERTIFIES that the following resolution
was duly adopted by the Board of Directors of the Corporation
pursuant to authority conferred upon the Board of Directors by
the provisions of the Restated Certificate of Incorporation, as
amended, of the Corporation, and in accordance with Section
141(c) of the General Corporation Law of the State of Delaware.
1. The Board of Directors has on May 13, 1998 adopted the
following resolution:
"RESOLVED, that the issue of a series of Preferred Stock of
the Corporation is hereby authorized and the designation,
preferences and privileges, relative, participating, optional and
other special rights, and qualifications, limitations and
restrictions thereof, in addition to those set forth in the
Restated Certificate of Incorporation, as amended, of the
Corporation, are hereby fixed as follows:
$4.50 Cumulative Preferred Stock
(1) Number of Shares and Designation. 103,976 shares
of Preferred Stock, without par value of the Corporation are
hereby constituted as a series of Preferred Stock, without
par value and designated as $4.50 Cumulative Preferred Stock
(hereinafter called the "$4.50 Preferred Stock").
(2) Dividends. The holders of shares of the $4.50
Preferred Stock shall be entitled to receive cash dividends,
when and as declared by the Board of Directors of the
Corporation, out of assets legally available for such
purpose, at the rate determined as provided below. Such
dividends shall be cumulative from the date of original
issue of such shares and shall be payable semi-annually in
arrears, when and as declared by the Board of Directors of
the Corporation, on the last day of June and December in
each year to holders of record, in each case, on the last
business day of the calendar month next preceding the
dividend payment date (and the semi-annual dividend periods
shall commence on the first day following each dividend
payment date and end on the next succeeding dividend payment
date).
Dividends on the $4.50 Preferred Stock for semi-annual
dividend periods will be payable at the rate of $4.50 per
annum from the date of original issue. The amount of
dividends payable on each share of $4.50 Preferred Stock for
each full semi-annual dividend period shall be computed by
dividing the dividend rate by two and applying the dividend
rate to each outstanding share.
(3) Liquidation Preference. The amount to which shares
of $4.50 Preferred Stock shall be entitled upon liquidation,
dissolution, or winding up of the Corporation, whether
voluntary or involuntary, shall be $100.00 per share, plus
an amount equal to all accrued and unpaid dividends, if any,
thereon to the date fixed for payment, whether or not earned
or declared, and no more. Such amount to be set apart from
holders or paid to holders out of the assets of the
Corporation before any distribution is made to or set apart
for holders of the Corporation's Common Stock.
(4) Redemption. (a) The shares of the $4.50 Preferred
Stock shall be subject to redemption in whole or in part at
the option of the Corporation, by vote of the Board of
Directors, at $103.00 per share, plus an amount equal to all
accrued and unpaid dividends, if any, thereon to the date
fixed for redemption, whether or not earned or declared, and
no more. If less than all of the outstanding shares of
$4.50 Preferred Stock are to be redeemed, the shares to be
redeemed shall be determined by lot in such usual manner and
subject to such regulations as the Board of Directors in its
sole discretion shall prescribe.
(b) At least 30 days prior to the date fixed for
the redemption of shares of the $4.50 Preferred Stock, a
written notice shall be mailed to each holder of record of
shares of $4.50 Preferred Stock to be redeemed in a postage
prepaid envelope addressed to such holder at his post office
address as shown on the records of the Corporation,
notifying such holder of the election of the Corporation to
redeem such shares stating the date fixed for redemption
thereof (the "redemption date"), and calling upon such
holder to surrender to the Corporation on the redemption
date at the place designated in such notice his certificate
or certificates representing the number of shares specified
in such notice of redemption.
(c) On or after the redemption date each holder
of shares of $4.50 Preferred Stock to be redeemed shall
present and surrender his certificate or certificates for
such shares to the Corporation at the place designated in
such notice and thereupon the redemption price of such
shares shall be paid to or on the order of the person whose
name appears on such certificate or certificates as the
owner thereof and each surrendered certificate shall be
canceled.
(d) In case less than all the shares represented
by any such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares.
(e) From and after the redemption date (unless
default shall be made by the Corporation in payment of the
redemption price) all dividends on the shares of $4.50
Preferred Stock designated for redemption in such notice
shall cease to accrue, and all rights of the holders thereof
as stockholders of the Corporation, except the right to
receive the redemption price thereof upon the surrender of
certificates representing the same, shall cease and
determine and such shares shall not thereafter be
transferred (except with the consent of the Corporation) on
the books of the Corporation, and such shares shall not be
deemed to be outstanding for any purpose whatsoever.
(f) At its election, prior to the redemption
date, the Corporation may deposit the redemption price of
the shares of $4.50 Preferred Stock called for redemption in
trust for the holders thereof with a bank or trust company
(having a capital and surplus of not less than $1,000,000)
in the City of Chicago, Illinois or in the Borough of
Manhattan, City and State of New York or in any other city
in which the Corporation at the time shall maintain a
transfer agency with respect to such stock, in which case
such redemption notice shall state the date of such deposit,
shall specify the office of such bank or trust company as
the place of payment of the redemption price, and shall call
upon such holders to surrender the certificates representing
such shares at such place on or after the date fixed in such
redemption notice (which shall not be later than the
redemption date) against payment of the redemption price.
From and after the making of such deposit, the shares of
$4.50 Preferred Stock so designated for redemption shall not
be deemed to be outstanding for any purpose whatsoever, and
the rights of the holders of such shares shall be limited to
the right to receive the redemption price of such shares
without interest, upon surrender of the certificates
representing the same to the Corporation at said office of
such bank or trust company.
(g) Any moneys so deposited which shall remain
unclaimed by the holders of such $4.50 Preferred Stock at
the end of six years after the redemption date shall be
returned by such bank or trust company to the Corporation
after which the holders of the $4.50 Preferred Stock shall
have no further interest in such moneys.
(5) Shares to be Retired. All shares of $4.50
Preferred Stock purchased or redeemed by the Corporation
shall be retired and cancelled and shall be restored to the
status of authorized but unissued shares of the class of
Preferred Stock without par value, without designation as to
series, and may thereafter be issued, but not as shares of
$4.50 Preferred Stock.
(6) Conversion or Exchange. The holders of shares of
$4.50 Preferred Stock shall not have any rights herein to
convert such shares into or exchange such shares for shares
of any other series of any class or classes of capital stock
(or any other security) of the Corporation.
(7) Voting Rights. (a) Each holder of $4.50
Preferred Stock shall be entitled to one vote for each share
held on each matter submitted to a vote of stockholders of
the Corporation and, except as otherwise herein or by law
provided, the $4.50 Preferred Stock, the Common Stock of the
Corporation, and any other capital stock of the Corporation
at the time entitled thereto, shall vote together as one
class, except that while the holders of $4.50 Preferred
Stock, voting as a class, are entitled to elect two
directors as hereinafter provided, they shall not be
entitled to participate with the Common Stock (or any other
capital stock as stated above) in the election of any other
directors.
(b) In case at any time three or more full semi-
annual dividends (whether consecutive or not) on the $4.50
Preferred Stock shall be in arrears, then during the period
(the "Class Voting Period") commencing with such time and
ending with the time when all arrears in dividends on the
$4.50 Preferred Stock shall have been paid and the full
dividend on the $4.50 Preferred Stock for the then current
semi-annual dividend period shall have been declared and
paid or set aside for payment, at any meeting of the
stockholders of the Corporation held for the election of
directors during the Class Voting Period, the holders of
$4.50 Preferred Stock represented in person or by proxy at
said meeting shall be entitled, as a class, to the exclusion
of the holders of all other classes of stock of the
Corporation, to elect two directors of the Corporation, each
share of $4.50 Preferred Stock entitling the holder thereof
to one vote.
(c) Any director who shall have been elected by
holders of $4.50 Preferred Stock or by any director so
elected as herein contemplated, may be removed at any time
during a Class Voting Period, either for or without cause,
by, and only by, the affirmative votes of the holders of
record of a majority of the outstanding shares of $4.50
Preferred Stock given at a special meeting of such
stockholders called for the purpose, and any vacancy thereby
created may be filled during such Class Voting Period by the
holders of $4.50 Preferred Stock present in person or
represented by proxy at such meeting. Any director to be
elected by the Board of Directors of the Corporation to
replace a director elected by holders of $4.50 Preferred
Stock or elected by a director as provided for in this
sentence shall be elected by the remaining director
previously elected by the holders of $4.50 Preferred Stock.
At the end of the Class Voting Period the holders of $4.50
Preferred Stock shall be automatically divested of all
voting power vested in them under this resolution but
subject always to the subsequent vesting hereunder of voting
power in the holders of $4.50 Preferred Stock in the event
of any similar default or defaults thereafter.
(8) Ranking. The $4.50 Preferred Stock shall rank on a
parity with the Corporation's 8-1/4% Cumulative Preferred
Stock, Series 1992-A, 7.35% Cumulative Preferred Stock,
Series 1993-A, 5% Cumulative Preferred Stock and $4.30
Cumulative Preferred Stock as to payment of dividends and
distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary, and shall rank
prior to the Corporation's Common Stock and Series A Junior
Participating Preferred Stock as to payment of dividends and
distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary, and prior to
any other series of stock authorized to be issued by the
Corporation which ranks junior to the Corporation's 8-1/4%
Cumulative Preferred Stock, Series 1992-A, 7.35% Cumulative
Preferred Stock, Series 1993-A, 5% Cumulative Preferred
Stock and $4.30 Cumulative Preferred Stock as to payment of
dividends and distribution of assets upon liquidation,
dissolution, or winding up, whether voluntary or
involuntary.
(9) Amendments. While any $4.50 Preferred Stock is
outstanding, the Corporation shall not alter or change the
preferences, special rights or powers of the $4.50 Preferred
Stock so as to adversely affect the $4.50 Preferred Stock
without the affirmative consent (given in writing or at a
meeting duly called for the purpose) of the holders of at
least two-thirds (2/3rds) of the aggregate number of shares
of $4.50 Preferred Stock then outstanding.
"FURTHER RESOLVED, that the Chairman, President, or any Vice
President, together with the Secretary or an Assistant Secretary,
of the Corporation are hereby authorized and directed to execute,
acknowledge, file with the Delaware Secretary of State, and
record in New Castle County, Delaware, a Certificate of
Designation, Preferences and Rights of the $4.50 Preferred Stock
when such officers of the Corporation shall in their sole
discretion consider such action to be necessary or advisable; and
"FURTHER RESOLVED, that the form of certificates for the
$4.50 Preferred Stock which form of certificate has been
presented to this meeting, and a copy of which the Secretary or
an Assistant Secretary is instructed to mark for identification
and file with the corporate records, is hereby approved, the
facsimile signatures of the officers of the Corporation contained
on the certificates are adopted as the valid and binding
signatures of the officers so signing, and the proper corporate
officers are authorized on behalf of and under the corporate seal
of the Corporation to execute and deliver the said certificates
in substantially the form presented with such changes therein as
may be approved by the officers executing the same, execution
thereof to be conclusive evidence of such approval; and
"FURTHER RESOLVED, that application be made to the New York
Stock Exchange, Inc. (the "Exchange") for listing of the $4.50
Preferred Stock upon official notice of issuance of the $4.50
Preferred Stock and that Messrs. J. W. Blenke, P. R. Shay and P.
D. Schwartz or any counsel designated by any of the foregoing
individuals, be and each hereby are authorized and designated by
the Corporation to appear before the Exchange in furtherance of
the listing of said $4.50 Preferred Stock, including authority to
file or make any such changes in the said applications or any
agreements relevant thereto and to execute any and all documents
on behalf of the Corporation as may be necessary or desirable to
conform with the requirements for listing; and
"FURTHER RESOLVED, that the officers of the Corporation, or
any counsel designated thereby, are hereby severally authorized
to execute on behalf of the Corporation and file with appropriate
authorities such applications, statements, certificates,
consents, and other documents as may be necessary for the
registration or qualification of the $4.50 Preferred Stock under
the securities laws of the states of the United States in which
such securities are required to be registered or qualified, and
any actions having previously been taken are hereby authorized,
approved and ratified; and
"FURTHER RESOLVED, that Harris Trust and Savings Bank
("Harris Bank") is hereby appointed as transfer agent and
registrar for the $4.50 Preferred Stock upon such terms as the
officers of the Corporation consider necessary or advisable; and
"FURTHER RESOLVED, that for the purpose of the original
issue of the shares of $4.50 Preferred Stock, Harris Bank, as the
Corporation's transfer agent and registrar, is authorized and
directed to issue and is authorized to register and deliver
certificates representing an aggregate of up to 103,976 shares of
$4.50 Preferred Stock of the Corporation all in accordance with
instructions from the officers of the Corporation; and
"FURTHER RESOLVED, that the $4.50 Preferred Stock shall be
without par value; and
"FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized and directed on behalf of the Corporation to
take and cause to be taken all action necessary or desirable to
carry out the terms, implications and intent of these
resolutions, and to consummate the transactions contemplated
therein."
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designation, Preferences and Rights to be signed
by David A. Schoenholz, Executive Vice President and Chief
Financial Officer of the Corporation, and attested by Patrick D.
Schwartz, Associate General Counsel and Assistant Secretary, this
30th day of June, 1998.
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ David A. Schoenholz
-------------------------
David A. Schoenholz
Executive Vice President-
Chief Financial Officer
Attest:
/s/ Patrick D. Schwartz
-----------------------------
Patrick D. Schwartz
Associate General Counsel and
Assistant Secretary
HOUSEHOLD INTERNATIONAL, INC.
CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
$4.30 Cumulative Preferred Stock
(Without Par Value)
HOUSEHOLD INTERNATIONAL, INC., a corporation organized and
existing under the laws of the State of Delaware (the
"Corporation"), HEREBY CERTIFIES that the following resolution
was duly adopted by the Board of Directors of the Corporation
pursuant to authority conferred upon the Board of Directors by
the provisions of the Restated Certificate of Incorporation, as
amended, of the Corporation, and in accordance with Section
141(c) of the General Corporation Law of the State of Delaware.
1. The Board of Directors has on May 13, 1998 adopted the
following resolution:
"RESOLVED, that the issue of a series of Preferred Stock of
the Corporation is hereby authorized and the designation,
preferences and privileges, relative, participating, optional and
other special rights, and qualifications, limitations and
restrictions thereof, in addition to those set forth in the
Restated Certificate of Incorporation, as amended, of the
Corporation, are hereby fixed as follows:
$4.30 Cumulative Preferred Stock
(1) Number of Shares and Designation. 836,585 shares
of Preferred Stock, without par value of the Corporation are
hereby constituted as a series of Preferred Stock, without
par value and designated as $4.30 Cumulative Preferred Stock
(hereinafter called the "$4.30 Preferred Stock").
(2) Dividends. The holders of shares of the $4.30
Preferred Stock shall be entitled to receive cash dividends,
when and as declared by the Board of Directors of the
Corporation, out of assets legally available for such
purpose, at the rate determined as provided below. Such
dividends shall be cumulative from the date of original
issue of such shares and shall be payable semi-annually in
arrears, when and as declared by the Board of Directors of
the Corporation, on the last day of March and September in
each year to holders of record, in each case, on the last
business day of the calendar month next preceding the
dividend payment date (and the semi-annual dividend periods
shall commence on the first day following each dividend
payment date and end on the next succeeding dividend payment
date).
Dividends on the $4.30 Preferred Stock for semi-annual
dividend periods will be payable at the rate of $4.30 per
annum from the date of original issue. The amount of
dividends payable on each share of $4.30 Preferred Stock for
each full semi-annual dividend period shall be computed by
dividing the dividend rate by two and applying the dividend
rate to each outstanding share.
(3) Liquidation Preference. The amount to which shares
of $4.30 Preferred Stock shall be entitled upon liquidation,
dissolution, or winding up of the Corporation, whether
voluntary or involuntary, shall be $100.00 per share, plus
an amount equal to all accrued and unpaid dividends, if any,
thereon to the date fixed for payment, whether or not earned
or declared, and no more. Such amount to be set apart from
holders or paid to holders out of the assets of the
Corporation before any distribution is made to or set apart
for holders of the Corporation's Common Stock.
(4) Redemption. (a) The shares of the $4.30 Preferred
Stock shall be subject to redemption in whole or in part at
the option of the Corporation, by vote of the Board of
Directors, at $100.00 per share, plus an amount equal to all
accrued and unpaid dividends, if any, thereon to the date
fixed for redemption, whether or not earned or declared, and
no more. If less than all of the outstanding shares of
$4.30 Preferred Stock are to be redeemed, the shares to be
redeemed shall be determined by lot in such usual manner and
subject to such regulations as the Board of Directors in its
sole discretion shall prescribe.
(b) At least 30 days prior to the date fixed for
the redemption of shares of the $4.30 Preferred Stock, a
written notice shall be mailed to each holder of record of
shares of $4.30 Preferred Stock to be redeemed in a postage
prepaid envelope addressed to such holder at his post office
address as shown on the records of the Corporation,
notifying such holder of the election of the Corporation to
redeem such shares stating the date fixed for redemption
thereof (the "redemption date"), and calling upon such
holder to surrender to the Corporation on the redemption
date at the place designated in such notice his certificate
or certificates representing the number of shares specified
in such notice of redemption.
(c) On or after the redemption date each holder
of shares of $4.30 Preferred Stock to be redeemed shall
present and surrender his certificate or certificates for
such shares to the Corporation at the place designated in
such notice and thereupon the redemption price of such
shares shall be paid to or on the order of the person whose
name appears on such certificate or certificates as the
owner thereof and each surrendered certificate shall be
canceled.
(d) In case less than all the shares represented
by any such certificate are redeemed, a new certificate
shall be issued representing the unredeemed shares.
(e) From and after the redemption date (unless
default shall be made by the Corporation in payment of the
redemption price) all dividends on the shares of $4.30
Preferred Stock designated for redemption in such notice
shall cease to accrue, and all rights of the holders thereof
as stockholders of the Corporation, except the right to
receive the redemption price thereof upon the surrender of
certificates representing the same, shall cease and
determine and such shares shall not thereafter be
transferred (except with the consent of the Corporation) on
the books of the Corporation, and such shares shall not be
deemed to be outstanding for any purpose whatsoever.
(f) At its election, prior to the redemption
date, the Corporation may deposit the redemption price of
the shares of $4.30 Preferred Stock called for redemption in
trust for the holders thereof with a bank or trust company
(having a capital and surplus of not less than $1,000,000)
in the City of Chicago, Illinois or in the Borough of
Manhattan, City and State of New York or in any other city
in which the Corporation at the time shall maintain a
transfer agency with respect to such stock, in which case
such redemption notice shall state the date of such deposit,
shall specify the office of such bank or trust company as
the place of payment of the redemption price, and shall call
upon such holders to surrender the certificates representing
such shares at such place on or after the date fixed in such
redemption notice (which shall not be later than the
redemption date) against payment of the redemption price.
From and after the making of such deposit, the shares of
$4.30 Preferred Stock so designated for redemption shall not
be deemed to be outstanding for any purpose whatsoever, and
the rights of the holders of such shares shall be limited to
the right to receive the redemption price of such shares
without interest, upon surrender of the certificates
representing the same to the Corporation at said office of
such bank or trust company.
(g) Any moneys so deposited which shall remain
unclaimed by the holders of such $4.30 Preferred Stock at
the end of six years after the redemption date shall be
returned by such bank or trust company to the Corporation
after which the holders of the $4.30 Preferred Stock shall
have no further interest in such moneys.
(5) Shares to be Retired. All shares of $4.30
Preferred Stock purchased or redeemed by the Corporation
shall be retired and cancelled and shall be restored to the
status of authorized but unissued shares of the class of
Preferred Stock without par value, without designation as to
series, and may thereafter be issued, but not as shares of
$4.30 Preferred Stock.
(6) Conversion or Exchange. The holders of shares of
$4.30 Preferred Stock shall not have any rights herein to
convert such shares into or exchange such shares for shares
of any other series of any class or classes of capital stock
(or any other security) of the Corporation.
(7) Voting Rights. (a) Each holder of $4.30
Preferred Stock shall be entitled to one vote for each share
held on each matter submitted to a vote of stockholders of
the Corporation and, except as otherwise herein or by law
provided, the $4.30 Preferred Stock, the Common Stock of the
Corporation, and any other capital stock of the Corporation
at the time entitled thereto, shall vote together as one
class, except that while the holders of $4.30 Preferred
Stock, voting as a class, are entitled to elect two
directors as hereinafter provided, they shall not be
entitled to participate with the Common Stock (or any other
capital stock as stated above) in the election of any other
directors.
(b) In case at any time three or more full semi-
annual dividends (whether consecutive or not) on the $4.30
Preferred Stock shall be in arrears, then during the period
(the "Class Voting Period") commencing with such time and
ending with the time when all arrears in dividends on the
$4.30 Preferred Stock shall have been paid and the full
dividend on the $4.30 Preferred Stock for the then current
semi-annual dividend period shall have been declared and
paid or set aside for payment, at any meeting of the
stockholders of the Corporation held for the election of
directors during the Class Voting Period, the holders of
$4.30 Preferred Stock represented in person or by proxy at
said meeting shall be entitled, as a class, to the exclusion
of the holders of all other classes of stock of the
Corporation, to elect two directors of the Corporation, each
share of $4.30 Preferred Stock entitling the holder thereof
to one vote.
(c) Any director who shall have been elected by
holders of $4.30 Preferred Stock or by any director so
elected as herein contemplated, may be removed at any time
during a Class Voting Period, either for or without cause,
by, and only by, the affirmative votes of the holders of
record of a majority of the outstanding shares of $4.30
Preferred Stock given at a special meeting of such
stockholders called for the purpose, and any vacancy thereby
created may be filled during such Class Voting Period by the
holders of $4.30 Preferred Stock present in person or
represented by proxy at such meeting. Any director to be
elected by the Board of Directors of the Corporation to
replace a director elected by holders of $4.30 Preferred
Stock or elected by a director as provided for in this
sentence shall be elected by the remaining director
previously elected by the holders of $4.30 Preferred Stock.
At the end of the Class Voting Period the holders of $4.30
Preferred Stock shall be automatically divested of all
voting power vested in them under this resolution but
subject always to the subsequent vesting hereunder of voting
power in the holders of $4.30 Preferred Stock in the event
of any similar default or defaults thereafter.
(8) Ranking. The $4.30 Preferred Stock shall rank on a
parity with the Corporation's 8-1/4% Cumulative Preferred
Stock, Series 1992-A, 7.35% Cumulative Preferred Stock,
Series 1993-A, $4.50 Cumulative Preferred Stock and 5%
Cumulative Preferred Stock as to payment of dividends and
distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary, and shall rank
prior to the Corporation's Common Stock and Series A Junior
Participating Preferred Stock as to payment of dividends and
distribution of assets upon liquidation, dissolution, or
winding up, whether voluntary or involuntary, and prior to
any other series of stock authorized to be issued by the
Corporation which ranks junior to the Corporation's 8-1/4%
Cumulative Preferred Stock, Series 1992-A, 7.35% Cumulative
Preferred Stock, Series 1993-A, $4.50 Cumulative Preferred
Stock and 5% Cumulative Preferred Stock as to payment of
dividends and distribution of assets upon liquidation,
dissolution, or winding up, whether voluntary or
involuntary.
(9) Amendments. While any $4.30 Preferred Stock is
outstanding, the Corporation shall not alter or change the
preferences, special rights or powers of the $4.30 Preferred
Stock so as to adversely affect the $4.30 Preferred Stock without
the affirmative consent (given in writing or at a meeting duly
called for the purpose) of the holders of at least two-thirds
(2/3rds) of the aggregate number of shares of $4.30 Preferred
Stock then outstanding.
"FURTHER RESOLVED, that the Chairman, President, or any Vice
President, together with the Secretary or an Assistant Secretary,
of the Corporation are hereby authorized and directed to execute,
acknowledge, file with the Delaware Secretary of State, and
record in New Castle County, Delaware, a Certificate of
Designation, Preferences and Rights of the $4.30 Preferred Stock
when such officers of the Corporation shall in their sole
discretion consider such action to be necessary or advisable; and
"FURTHER RESOLVED, that the form of certificates for the
$4.30 Preferred Stock which form of certificate has been
presented to this meeting, and a copy of which the Secretary or
an Assistant Secretary is instructed to mark for identification
and file with the corporate records, is hereby approved, the
facsimile signatures of the officers of the Corporation contained
on the certificates are adopted as the valid and binding
signatures of the officers so signing, and the proper corporate
officers are authorized on behalf of and under the corporate seal
of the Corporation to execute and deliver the said certificates
in substantially the form presented with such changes therein as
may be approved by the officers executing the same, execution
thereof to be conclusive evidence of such approval; and
"FURTHER RESOLVED, that application be made to the New York
Stock Exchange, Inc. (the "Exchange") for listing of the $4.30
Preferred Stock upon official notice of issuance of the $4.30
Preferred Stock and that Messrs. J. W. Blenke, P. R. Shay and P.
D. Schwartz or any counsel designated by any of the foregoing
individuals, be and each hereby are authorized and designated by
the Corporation to appear before the Exchange in furtherance of
the listing of said $4.30 Preferred Stock, including authority to
file or make any such changes in the said applications or any
agreements relevant thereto and to execute any and all documents
on behalf of the Corporation as may be necessary or desirable to
conform with the requirements for listing; and
"FURTHER RESOLVED, that the officers of the Corporation, or
any counsel designated thereby, are hereby severally authorized
to execute on behalf of the Corporation and file with appropriate
authorities such applications, statements, certificates,
consents, and other documents as may be necessary for the
registration or qualification of the $4.30 Preferred Stock under
the securities laws of the states of the United States in which
such securities are required to be registered or qualified, and
any actions having previously been taken are hereby authorized,
approved and ratified; and
"FURTHER RESOLVED, that Harris Trust and Savings Bank
("Harris Bank") is hereby appointed as transfer agent and
registrar for the $4.30 Preferred Stock upon such terms as the
officers of the Corporation consider necessary or advisable; and
"FURTHER RESOLVED, that for the purpose of the original
issue of the shares of $4.30 Preferred Stock, Harris Bank, as the
Corporation's transfer agent and registrar, is authorized and
directed to issue and is authorized to register and deliver
certificates representing an aggregate of up to 836,585 shares of
$4.30 Preferred Stock of the Corporation all in accordance with
instructions from the officers of the Corporation; and
"FURTHER RESOLVED, that the $4.30 Preferred Stock shall be
without par value; and
"FURTHER RESOLVED, that the officers of the Corporation are
hereby authorized and directed on behalf of the Corporation to
take and cause to be taken all action necessary or desirable to
carry out the terms, implications and intent of these
resolutions, and to consummate the transactions contemplated
therein."
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designation, Preferences and Rights to be signed
by David A. Schoenholz, Executive Vice President and Chief
Financial Officer of the Corporation, and attested by Patrick D.
Schwartz, Associate General Counsel and Assistant Secretary, this
30th day of June, 1998.
HOUSEHOLD INTERNATIONAL, INC.
By: /s/ David A. Schoenholz
-------------------------
David A. Schoenholz
Executive Vice President-
Chief Financial Officer
Attest:
/s/ Patrick D. Schwartz
-----------------------------
Patrick D. Schwartz
Associate General Counsel and
Assistant Secretary
U:\LAW\EDGAR\IRCOI.WP
Dates Referenced Herein and Documents Incorporated by Reference
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