Ametek Inc – ‘10-Q’ for 6/30/94 – EX-3

As of:  Friday, 8/12/94   ·   For:  6/30/94   ·   Accession #:  950109-94-1505   ·   File #:  1-00168

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      16     57K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws     18     43K 

EX-3   —   Articles of Incorporation/Organization or By-Laws

EX-3
1st Page of 18
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                       Exhibit 3

================================================================================

COMPOSITE 
CERTIFICATE OF INCORPORATION  

OF  

[LOGO of AMETEK, INC. APPEARS HERE] 

(As amended to and including April 26, 1994)  

================================================================================

EX-3
2nd Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 2nd
COMPOSITE 
CERTIFICATE OF INCORPORATION  

OF  

AMETEK, INC.  

I.  

The name of the Corporation is AMETEK, INC.                           

II. 

   The principal office or place of business of the Corporation in the State
of Delaware is to be located at No. 1209 Orange Street in the City of           
Wilmington, County of New Castle, and the name of its resident agent is         
Corporation Trust Company of America, whose address is No. 1209 Orange Street,  
Wilmington, Delaware.                                                           

III.  

The nature of the business, or objects or purposes to be transacted,  
promoted and carried on by the Corporation are as follows:                      

        (1) To acquire by purchase, subscription, contract or otherwise, and
    to hold, sell, exchange, mortgage, pledge or otherwise dispose of, or turn
     to account or realize upon, and generally to deal in and with, all forms of
     securities, including, but not by way of limitation, shares, stocks, bonds,
  debentures, coupons, notes, scrip, mortgages, evidences of indebtedness,
     commercial paper, certificates of indebtedness and certificates of interest
  issued or created by corporations, associations, partnerships, trustees,
syndicates, individuals, governments, states, municipalities and other
political and governmental divisions and subdivisions, or by any      
combinations, organizations or entities whatsoever, and to issue in   
  exchange therefor or in payment thereof, in any manner permitted by law,
  its own stock, bonds, debentures or its other obligations or securities,
subject to the provisions of this Certificate of Incorporation or any 
    amendment thereof or to make payment therefor by any other lawful means of
   payment whatsoever; to exercise any and all rights, powers and privileges
    of individual ownership or interest in respect of any and all such securi-

EX-3
3rd Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 3rd
2 

    ties or evidences of interest therein, including the right to vote thereon
  and to consent and otherwise act with respect thereto; to do any and all
acts and things for the preservation, protection, improvement and     
enhancement in value of any and all such securities or evidences of   
    interest therein, and to aid by loan, subsidy, guaranty or otherwise those
  issuing, creating or responsible for any such securities or evidences of
     interest therein; to acquire or become interested in any such securities or
evidences of interest therein, as aforesaid, by original subscription,
underwriting, loan, participation in syndicates or otherwise and      
 irrespective of whether or not such securities or evidences of interest
therein be fully paid or subject to further payments; to make payments
thereon as called for or in advance of calls or otherwise, and to     
    underwrite or subscribe for the same conditionally or otherwise and either
  with a view to investment or for resale or for any other lawful purpose.

   (2) To endorse or guarantee the payment of principal of, and/or
interest or dividends upon, any stocks, bonds, obligations or other   
   securities or evidences of indebtedness, and to guarantee the performance
of any of the contracts or other undertakings, of any corporation,    
association, syndicate, individual or others.                         

       (3) To cause to be formed, merged or reorganized or liquidated, and
to promote, take charge of and aid in any way permitted by law, the   
formation, merger, liquidation or reorganization of any corporation,  
     combination, organization, entity or association of the United States or of
any of the states, districts, territories, dependencies, colonies or  
insular possessions of the United States, or of any foreign country.  

         (4) To operate, manage, supervise, direct and control all or any part
    of the business and property of any corporation, association, partnership,
combination, organization, entity or individual, domestic or foreign, 
   through stock ownership, by contract or otherwise and to receive fixed or
contingent compensation for such service or to receive compensation   
   therefor by commissions, management fees, shares in gross or net receipts
or profits, or in any other manner or upon any other terms whatsoever,

EX-3
4th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 4th
3 

  or so to act without direct compensation; and to promote, participate or
 assist in any way in the business of any such corporation, association,
partnership, combination, organization, entity or individual.         

       (5) To manufacture, produce, purchase or otherwise acquire, sell or
     otherwise dispose of, import, export, distribute, deal in and with, whether
  as principal or agent, goods, wares, merchandise, and materials of every
kind and description; to engage in any and all kinds of manufacturing 
  and/or mercantile business, including (but not by way of limitation) the
manufacturing, purchasing, selling and dealing in machines, machinery,
appliances, equipment, devices and supplies of all kinds, whether     
electrical or not.                                                    

     (6) To purchase, take on lease or in exchange, hire, or otherwise
acquire, hold, own, possess, equip, improve, develop, deal in, sell,  
   convey, assign, mortgage, pledge or otherwise encumber and dispose of any
and all real and personal property of every kind and description and  
  property partaking of the nature of either real or personal property and
 rights, estates, interests, franchises, licenses and privileges in such
   property, real, personal or mixed, wheresoever situated or located within
  any State, territory, district or dependency of the United States, or in
   any foreign country; to construct, equip and improve and contract for the
   construction, equipment and improvement of any and all kinds of buildings
and structures.                                                       

       (7) To undertake, conduct, assist, promote and participate in every
    kind of commercial, industrial, mercantile or mining enterprise, business,
undertaking, venture or operation in the United States or any State,  
territory, district or dependency thereof or in any foreign country.  

         (8) To enter into any legal arrangement for sharing profits, union of
interest, reciprocal concession, or cooperation with any person,      
    partnership, association, combination, organization, entity or corporation
   in the carrying on of any business which the Corporation is authorized to
   carry on, or any business or transaction deemed necessary, convenient, or
incidental to carry out any of the objects of the Corporation.        

EX-3
5th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 5th
4 

      (9) To acquire in whole or in part the business, goodwill, rights,
property and assets of all kinds of any corporation, association,     
   partnership, combination, organization, entity or individual, domestic or
 foreign; and to pay for the same in money, stocks, bonds, debentures or
other securities or property or obligations of the Corporation or     
     otherwise, in any matter permitted by law; and to hold, possess and improve
     such properties and to conduct in any legal manner the whole or any part of
the business so acquired; and to pledge, mortgage, sell or otherwise  
encumber or dispose of the same or any part thereof.                  

    (10) To borrow money, to issue bonds, debentures, or obligations
secured or unsecured, of the Corporation from time to time, for moneys
  borrowed or in payment for property purchased or otherwise in connection
  with any purposes or operations of the Corporation; to secure any of the
    same by mortgage or mortgages upon, or by deed or deeds of trust of, or by
pledge of, any or all of the property, real and personal, of the      
   Corporation wheresoever situated, acquired or to be acquired; and to sell
     or otherwise dispose of any or all such bonds, debentures or obligations in
such manner and upon such terms as may be deemed judicious.           

     (11) To purchase, lease or otherwise acquire, hold, own, develop,
improve, maintain, explore, operate and manage, and to sell, lease, or
otherwise dispose of mining concessions, mining claims, and any lands 
   containing manganese, silver, gold, copper, iron, coal, gas, oil or other
  minerals, substances, materials or ores, stone, sand or clay, or bearing
  timber, together with all mining or lumber rights, powers, interests and
     privileges whatsoever therein or appertaining thereto; to mine, quarry, cut
     or otherwise extract or remove manganese, silver, gold, copper, iron, coal,
gas, oil, stone, sand or clay, timber or other materials, minerals,   
substances or ores from any such lands, or in the exercise of any such
rights or interests, to prepare the same for market by any mining,    
  metallurgical, refining, milling or other process desired, and to store,
supply, deal in or otherwise dispose of the same and all by-products  
thereof.                                                              

EX-3
6th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 6th
5 

     (12) To apply for, obtain, register, purchase, lease or otherwise
  acquire and to hold, own, use, exercise, develop, operate and introduce,
     and to sell, assign, grant licenses in respect of, or otherwise dispose of,
   any patents and inventions, improvements and processes used in connection
with or secured under Letters Patent of the United States or any      
 dependency, colony or insular possession of the United States or of any
foreign government, trade-marks and trade names, and to acquire, use, 
     exercise or otherwise turn to gain licenses in respect of any such patents,
inventions, processes and the like, or any such property rights.      

    (13) To issue, purchase, hold, sell, transfer, reissue or cancel
 shares of its own capital stock or its own securities or obligations in
  the manner and to the extent now or hereafter authorized or permitted by
the laws of the State of Delaware.                                    

       (14) To undertake, contract for or carry on any business incidental
 to or in aid of, or advantageous in pursuance of, any of the objects or
purposes of the Corporation.                                          

      (15) To do any of the things hereinbefore enumerated for itself or
    for account of others and to make and perform contracts for doing any part
thereof.                                                              

        (16) To conduct its business in all or any of its branches so far as
   permitted by law in all States, territories, dependencies and colonies of
    the United States and its insular possessions and the District of Columbia
   and in foreign countries; to have one or more offices and agencies within
and/or without the State of Delaware; and as may be requisite in the  
 convenient transaction of its business or conduct of its operations, to
     purchase or otherwise acquire, hold, own, mortgage, pledge, sell, convey or
    otherwise encumber or dispose of real and personal property of every class
     and description in any of the States, districts, territories, dependencies,
  colonies or insular possessions of the United States, and in any and all
foreign countries, subject always to the laws of such State, district,
territory, dependency, colony, insular possession or foreign country. 

EX-3
7th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 7th
6 

    (17) In general, to do any or all of the things hereinbefore set
forth, and such other things as are incidental or conducive to the    
  attainment of the objects and purposes of the Corporation, as principal,
     factor, agent, contractor or otherwise, either alone or in conjunction with
any person, firm, association or corporation; and in carrying on its  
     business and for the purpose of attaining or furthering any of its objects,
to enter into, make, perform and carry out contracts with any person, 
   partnership, association, combination, organization, entity, corporation,
   government, governmental subdivision, or other body whatsoever; and to do
   such acts and things, and to exercise any and all such powers to the same
  extent as a natural person might or could lawfully do to the full extent
    authorized or permitted to a corporation under any laws that may be now or
hereafter applicable or available to the Corporation.                 

The foregoing clauses shall each be construed as purposes, objects and
powers, and the matters expressed in each clause shall, except as otherwise     
expressly provided, be in nowise limited by reference to, or inference from, the
terms of any other clause, but shall be regarded as independent purposes,       
objects and powers and the enumeration of specific purposes, objects and powers 
shall not be construed to limit or restrict in any manner the meaning of the    
general terms or the general powers of the Corporation, nor shall the expression
of one thing be deemed to exclude another, although it be of like nature, not   
expressed.                                                                      

The purposes for which the Corporation is formed and the business or  
objects to be transacted, promoted and carried on by it are any one or more of  
the acts and things herein set forth, and for the accomplishment of these       
purposes and the transaction, promotion and carrying on of said business and    
objects, the Corporation shall have and may exercise all powers conferred upon  
it by the laws of the State of Delaware now or hereafter in effect; but the     
Corporation shall not engage in the business of banking.                        

   Nothing herein contained shall be construed as giving the Corporation any
rights, powers or privileges not permitted to it by the laws of the State of    
Delaware.                                                                       

EX-3
8th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 8th
7.  

IV  

  The total number of shares which the Corporation shall have authority to
issue is 105,000,000 of which 100,000,000 shares, of the par value of $.01 each,
shall be Common Stock, and 5,000,000 shares, of the par value of $1 each, shall 
be Preferred Stock.                                                             

    (1) The minimum amount of capital with which the Corporation will commence
business is One Thousand Dollars ($1,000).                                      

PREFERRED STOCK 

(2) The Preferred Stock may be issued from time to time in one or more
series, each of such series to have voting powers (full or limited or without   
voting powers), designations, preferences and relative, participating, optional 
or other special rights, and qualifications, limitations or restrictions thereof
as are stated and expressed herein, or in a resolution or resolutions providing 
for the issue of such series adopted by the Board of Directors as hereinafter   
provided.                                                                       

    (3) Authority is hereby granted to the Board of Directors to create one or
more series of Preferred Stock and, with respect to each series, to fix by      
resolution or resolutions providing for the issue of such series:               

          (a) The number of shares to constitute such series and the distinctive
designation thereof;                                                  

    (b) The dividend rate on the shares of such series, the dividend
payment dates, the periods in respect of which dividends are payable  
   ("Dividend Periods"), whether such dividends shall be cumulative, and, if
cumulative, the date or dates from which dividends shall accumulate;  

     (c) Whether or not the shares of such series shall be redeemable,
  and, if redeemable, on what terms, including the redemption prices which
    the shares of such series shall be entitled to receive upon the redemption
thereof;                                                              

        (d) Whether or not the shares of such series shall be subject to the
   operation of retirement or sinking funds to be applied to the purchase or
redemption of such                                                    

EX-3
9th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 9th
8 

shares for retirement and, if such retirement or sinking funds be     
established, the annual amount thereof and the terms and provisions   
relative to the operation thereof;                                    

     (e) Whether or not the shares of such series shall be convertible
   into, or exchangeable for, shares of any other class or classes or of any
other series of the same or any other class or classes of stock of the
 Corporation and the conversion price or prices or rate or rates, or the
  rate or rates at which exchange shall be made, with such adjustments, if
 any, as shall be stated and expressed or provided in such resolution or
resolutions;                                                          

         (f) The preferences, if any, and the amounts thereof which the shares
of such series shall be entitled to receive upon the voluntary and    
involuntary dissolution of the Corporation;                           

   (g) The voting power, if any, of the shares of such series; and

       (h) Such other terms, conditions, specifications, special rates and
protective provisions as the Board of Directors may deem advisable.   

Notwithstanding the fixing of the number of shares constituting a particular    
series upon the issuance thereof, the Board of Directors may at any time        
thereafter authorize the issuance of additional shares of the same series,      
unless the resolution of the Board of Directors providing for such series shall 
expressly prohibit the issuance of additional shares of such series.            

   (4) No dividend shall be declared and set apart for payment on any series
of Preferred Stock in respect of any Dividend Period unless there shall likewise
be or have been paid, or declared and set apart for payment, on all shares of   
Preferred Stock of each other series entitled to cumulative dividends at the    
time outstanding which rank equally or prior as to dividends with the series in 
question, dividends ratably in accordance with the sums which would be payable  
on the said shares through the end of the last preceding Dividend Period if all 
dividends were declared and paid in full.                                       

(5) If upon any dissolution of the Corporation, the assets of the     
Corporation distributable among the holders of any one or more series of        
Preferred Stock which (i) are entitled to                                       

EX-3
10th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 10th
9 

a preference over the holders of the Common Stock upon such dissolution, and    
(ii) rank equally in connection with any such distribution, shall be            
insufficient to pay in full the preferential amount to which the holders of such
shares shall be entitled, then such assets, or the proceeds thereof, shall be   
distributed among the holders of each such series of the Preferred Stock ratably
in accordance with the sums which would be payable on such distribution if all  
sums payable were discharged in full.                                           

(6) In the event that the Preferred Stock of any series shall be      
redeemable, then, at the option of the Board of Directors, the Corporation may  
at such time or times as may be specified by the Board of Directors as provided 
in subparagraph (c) of paragraph 3 of this Article IV redeem all, or any number 
less than all, of the outstanding shares of such series at the redemption price 
thereof and on the other terms fixed by the Board of Directors as provided in   
said subparagraph (c).                                                          

COMMON STOCK  

   (7) Subject to all of the rights of the Preferred Stock, dividends may be
paid upon the Common Stock as and when declared by the Board of Directors, out  
of any funds legally available therefor.                                        

     (8) Upon any liquidation, dissolution or winding up of the Corporation, and
after the holders of the Preferred Stock of each series shall have been paid in 
full the amounts to which they respectively shall be entitled, as provided in   
the resolution of the Board of Directors creating such series, or an amount     
sufficient to pay the aggregate amount to which the holders of the Preferred    
Stock of each series shall be entitled, as provided in the resolution of the    
Board of Directors creating such series, shall have been deposited with a bank  
or trust company designated by the Board of Directors having a capital, surplus 
and undivided profits of at least Five Million Dollars ($5,000,000) as a trust  
fund for the benefit of the holders of such Preferred Stock, the remaining net  
assets of the Corporation shall be distributed pro rata to the holders of the   
Common Stock.                                                                   

(9) The holders of Common Stock shall be entitled to one vote for each
share of such stock held by them. If the By-                                    

EX-3
11th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 11th
10  

Laws so provide, the election of directors need not be by ballot. Subject to    
voting rights, if any, provided to the holders of any series of Preferred Stock 
in the resolution of the Board of Directors providing for the issue of such     
series of Preferred Stock, the holders of Common Stock shall have the exclusive 
power to vote on all matters coming before the stockholders of the Corporation. 

GENERAL 

   (10) If it seems desirable so to do, the Board of Directors may from time
to time issue scrip for fractional shares of stock. Such scrip shall not confer 
upon the holder any voting or other rights of a stockholder of the Corporation, 
but the Corporation shall from time to time, within such time as the Board of   
Directors may determine, issue one whole share of stock upon the surrender of   
scrip for fractional shares aggregating one whole share, properly endorsed if in
registered form.                                                                

    (11) No holder of stock of the Corporation shall be entitled as such, as a
matter of right, to subscribe for or purchase any part of any new or additional 
issue of stock of any class whatsoever, or of securities convertible into stock 
of any class whatsoever, whether now or hereafter authorized or whether issued  
for cash, for a consideration other than cash or by way of dividend.            

  (12) The Corporation shall be entitled to treat the person in whose name
any share is registered as the owner thereof, for all purposes, and shall not be
bound to recognize any equitable or other claim to, or interest in, such share  
on the part of any other person, whether or not the Corporation shall have      
notice thereof, save as expressly provided by the laws of the State of Delaware.

EX-3
12th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 12th
11  

V.  

The names and places of residence of each of the incorporators are as 
follows:                                                                        

Names                                  Places of Residence        
W. J. GILLERAN                         Carthage Road and The Crossway,          
                      Scarsdale, New York.
R. E. COOK                             50-01 88th Street, Elmhurst,             
           New York.
P. B. HUNTINGTON                       150 East 91st Street, New York,          
           New York.

VI. 

The Corporation is to have perpetual existence.                       

VII.  

The private property of the stockholders shall not be subject to the  
payment of corporate debts to any extent whatever.                              

VIII. 

    All corporate powers of the Corporation shall be exercised by the Board of
Directors except as otherwise provided by law.                                  

   The number of the directors of the Corporation which shall constitute the
whole Board shall be fixed from time to time by, or in the manner provided in,  
the by-laws, but in no case shall the number be less than three. In case of any 
increase in the number of directors, the additional directors shall be elected  
as may be provided in the by-laws.                                              

   The stockholders and directors may hold their meetings and have an office
or offices outside the State of Delaware if the by-laws so provide.             

None of the directors need be a stockholder of the Corporation or a   
resident of the State of Delaware.                                              

   No contract or other transaction entered into by the Corporation shall be
affected by the fact that any director or officer of the Corporation in any way 
is interested in, or con-                                                       

EX-3
13th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 13th
12  

nected with any party to, such contract or transaction, or himself is a party to
such contract or transaction, provided that such contract or transaction shall  
be approved by a majority of the directors present at the meeting of the Board  
or of the Committee authorizing or confirming such contract or transaction,     
which majority shall consist of directors not so interested or connected. Any   
contract, transaction or act of the Corporation or of the Board of Directors or 
any Committee, which shall be ratified by a majority in interest of a quorum of 
the stockholders having voting power at any annual meeting, or at any special   
meeting called for such purpose, shall be as valid and as binding as though     
ratified by every stockholder of the Corporation, but the foregoing shall not   
limit or prejudice the validity or binding force of any contract, transaction or
act not so approved. Any director of the Corporation may vote upon any contract 
or other transaction between the Corporation and any subsidiary or affiliated   
corporation without regard to the fact that he is also a director or officer of 
such subsidiary or affiliated corporation.                                      

No director of this Corporation shall be personally liable to the     
Corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director, except that this paragraph shall not eliminate or limit the 
liability of a director (i) for any breach of the director's duty of loyalty to 
this 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 (iv) for any 
transaction from which the director derived an improper personal benefit.       

IX. 

   Whenever a compromise or arrangement is proposed between this Corporation
and its creditors or any class of them and/or between this Corporation and its  
stockholders or any class of them, any court of equitable jurisdiction within   
the State of Delaware may, on the application in a summary way of this          
Corporation or of any creditor or stockholder thereof, or on the application of 
any receiver or receivers appointed for this Corporation under the provisions of
Section 3883 of                                                                 

EX-3
14th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 14th
13  

the Revised Code of 1915 of said State, or on the application of trustees in    
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 43 of the General Corporation Law of the State of     
Delaware, order a meeting of the creditors or class of creditors, and/or of the 
stockholders or class of stockholders of this Corporation, as the case may be,  
to be summoned in such manner as the said Court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,     
and/or of the stockholders or class of stockholders of this Corporation, as the 
case may be, agree to any compromise or arrangement and to any reorganization of
this Corporation as consequence of such compromise or arrangement, the said     
compromise or arrangement and the said reorganization shall, if sanctioned by   
the Court to which the said application has been made, be binding on all the    
creditors or class of creditors and/or on all the stockholders or class of      
stockholders of this Corporation, as the case may be, and also on this          
Corporation.                                                                    

X.  

 In furtherance and not in limitation of the powers conferred by Statute
and of the other provisions of this Certificate of Incorporation, the Board of  
Directors is expressly authorized:                                              

        a. From time to time to authorize and cause to be executed mortgages
   and liens without limit as to amount on the real and personal property of
the Corporation, without the assent of the stockholders in writing or 
otherwise.                                                            

       b. From time to time to sell, exchange, assign, convey or otherwise
     dispose of a part of the properties, assets and effects of the Corporation,
   less than the whole or less than substantially the whole thereof, on such
  terms and conditions as they shall deem advisable, without the assent of
the stockholders in writing or otherwise.                             

        c. From time to time, with the consent in writing of, or pursuant to
   the affirmative vote of, the holders of a majority of the total number of
shares of stock of the                                                

EX-3
15th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 15th
14  

 Corporation issued and outstanding having voting power (such vote to be
  given at a stockholders' meeting duly called for that purpose), to sell,
    exchange, assign, transfer and convey or otherwise dispose of the whole or
substantially the whole of the property, assets, effects, business and
   good-will of the Corporation (including its corporate franchise and other
intangible property) upon such terms and conditions as the Board of   
Directors shall deem expedient and for the best interests of the      
Corporation.                                                          

   d. From time to time to designate, by resolution or resolutions
passed by a majority of the whole Board, one or more committees, each 
  committee to consist of two or more of the directors of the Corporation,
   which, to the extent provided in said resolution or resolutions or in the
   by-laws of the Corporation, shall have and may exercise the powers of the
 Board of Directors in the management of the business and affairs of the
     Corporation, and may have power to authorize the seal of the Corporation to
     be affixed to all papers which may require it; such committee or committees
to have such name or names as may be stated in the by-laws of the     
     Corporation or as may be determined from time to time by resolution adopted
by the Board of Directors.                                            

      e. From time to time to make by-laws and to alter, amend or repeal
     any by-laws, but any by-laws made by the Board of Directors may be altered,
 amended or repealed by the stockholders at any annual meeting or at any
special meeting, provided that notice of such proposed alteration,    
amendment or repeal is included in the notice of any special meeting. 

f. From time to time to fix the amount to be reserved by the
     Corporation over and above its capital and to fix and determine and to vary
 the amount of the working capital of the Corporation, and to direct and
 determine the use and disposition of the working capital and of any net
profits and surplus over and above the capital.                       

  g. To keep the books, documents and papers of the Corporation,
except the original or duplicate stock ledger, outside of the State of
Delaware.                                                             

EX-3
16th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 16th
15  

       h. From time to time to determine whether and to what extent and at
what times and places and under what conditions and regulations the   
   accounts and books of the Corporation, or any of them, shall be opened to
     the inspection of the stockholders, and no stockholder shall have any right
    to inspect any account, book, document or paper of the Corporation, except
as conferred by statute or as authorized by resolution of the Board of
Directors.                                                            

XI. 

The Corporation reserves the right from time to time to amend, alter, 
change or repeal any provision or provisions contained in this Certificate of   
Incorporation, or any amendment thereof, and to add or substitute in this       
Certificate of Incorporation, or in any amendment thereof, any provision or     
provisions in the manner now or hereafter authorized or permitted by statute,   
irrespective of the effect of any such action upon the then existing stock or   
securities of the Corporation of any kind or class, and all rights of the       
stockholders of the Corporation are granted subject to these reservations.      

     Without in any way limiting the foregoing provisions of this Certificate of
Incorporation, it is expressly provided that the amount of the authorized stock 
of the Corporation, of any class or classes, now or hereafter authorized, may be
increased or decreased by the affirmative vote of the holders of a majority of  
the stock of the Corporation entitled to vote; and any new or additional stock, 
of any class or classes, with or without preferences or priorities, may be      
authorized or created and any such stock and/or any authorized stock, whether   
issued or unissued, may be increased, decreased, changed or reclassified, or may
be given or deprived of preferences, priorities or privileges in the manner     
provided by the General Corporation Law of the State of Delaware as from time to
time amended or changed, irrespective of the effect of any such action upon the 
then existing stock or securities of the Corporation of any kind or class, and  
all rights of the stockholders of the Corporation are granted subject to these  
provisions.                                                                     

EX-3
17th Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 17th
16  

 We, the undersigned, being all of the incorporators, for the purpose of
forming a corporation in pursuance of an Act of the Legislature of the State of 
Delaware entitled "An Act Providing a General Corporation Law, Approved March   
10, 1899" and the acts amendatory thereof and supplemental thereto, do make and 
file this Certificate of Incorporation, hereby declaring and certifying that the
facts herein stated are true, and accordingly hereunto have set our hands and   
seals this 26th day of March, A. D. 1930.                                       

                       W.J. GILLERAN      (L.S.)
                       R.E. COOK          (L.S.)
                       P.B. HUNTINGTON    (L.S.)
In the presence of:                                                             

AUGUSTE M. THIERY                                                           

EX-3
Last Page of 18
TOC
1st
Previous
Next
↓Bottom
Just 18th
17  

STATE OF NEW YORK,   )                                                          
)     ss.:                          
COUNTY OF NEW YORK.  )                                                          

   Be it remembered that on this 26th of March, 1930, personally came before
me AUGUSTE M. THIERY, a Notary Public in and for the County and State aforesaid,
W. J. GILLERAN, R. E. COOK and P. B. HUNTINGTON, parties to the foregoing       
Certificate of Incorporation, known to me personally to be such and severally   
acknowledged the said Certificate to be the act and deed of the signers         
respectively and that the facts therein stated are truly set forth.             

Given under my hand and seal of office the day and year aforesaid.    

                                 AUGUSTE M. THIERY
                                    Notary Public.
                                 AUGUSTE M. THIERY
                                  Notary Public, New York County
                                         Clerk's No. 34; Register's No. 0-10
                                    Commission Expires March 30,1930

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-Q’ Filing		Date		First		Last			Other Filings
Filed on:		8/12/94
For Period End:		6/30/94
		4/26/94		1					DEF 14A,  PRE 14A
									List all Filings