UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHIQUITA BRANDS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 04-1923360
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
250 East Fifth Street, Cincinnati, Ohio 45202
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
to be so registered which each class is to be
registered
$3.75 Convertible New York Stock Exchange
Preferred Stock, Series B
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 2. Exhibits.
The following exhibit is filed as part of this registration
statement:
2.1--Certificate of Amendment to the Second Restated Certificate
of Incorporation of Chiquita Brands International, Inc. as filed
with the Secretary of State of the State of New Jersey on July
24, 1996.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/William A. Tsacalis
William A. Tsacalis
Vice President and Controller
August 13, 1996
<PAGE>
Exhibit 2.1
CERTIFICATE OF AMENDMENT
TO THE
SECOND RESTATED CERTIFICATE OF INCORPORATION
OF
CHIQUITA BRANDS INTERNATIONAL, INC.
To: Secretary of State
State of New Jersey
Pursuant to the provisions of N.J.S. 14A:7-2(2) and 14A:9-1, the
undersigned corporation, Chiquita Brands International, Inc. (the
"Corporation"), executes the following Certificate of Amendment
to its Second Restated Certificate of Incorporation (the
"Certificate of Incorporation").
1. The name of the corporation is Chiquita Brands
International, Inc.
2. The following resolution, deleting the designation of a
class of securities, was duly adopted by the Board of
Directors of the Corporation by unanimous written consent as
of the 15th day of July, 1996, pursuant to the authority
vested in the Board of Directors by the Certificate of
Incorporation:
WHEREAS, none of the Corporation's Mandatorily
Exchangeable Cumulative Preference Stock, Series
C (the "Series C Stock"), is currently
outstanding and none may be issued in the future
because all of such shares have converted in
accordance with the terms of the Series C Stock
to Capital Stock, par value $0.33 per share
("Common Stock"); therefore, the Board of
Directors desires to delete the classification
and terms of the Series C Stock from the
Corporation's Second Restated Certificate of
Incorporation.
3
<PAGE>
RESOLVED, that the Corporation's Second Restated
Certificate of Incorporation is hereby amended to
delete the designation of the class of securities
titled Mandatorily Exchangeable Cumulative
Preference Stock, Series C, and eliminate
Subsection E. of Section IV of the Second
Restated Certificate of Incorporation titled
"Special Provisions Applicable to the Series C
Preference Stock" and the proper officers of the
Corporation are authorized to execute and file,
as necessary, any documents or certificates with
the Secretary of State of New Jersey to effect
such amendment.
3. The following resolutions, establishing and designating a
new series of shares and fixing and determining the relative
rights and preferences thereof, were duly adopted by the
Executive Committee of the Board of Directors of the
Corporation as of the 22nd day of July, 1996, pursuant to the
authority vested in the Board of Directors by the Certificate
of Incorporation, exercised on behalf of the Board of
Directors by the Executive Committee pursuant to resolutions
of the Board of Directors so authorizing it to act:
RESOLVED, that pursuant to the authority
expressly vested in the Executive Committee by
resolution of the Board of Directors authorizing
the Executive Committee to exercise the authority
of the Board of Directors, and pursuant to the
Corporation's Second Restated Certificate of
Incorporation, the Executive Committee hereby
classifies Two Million, Three Hundred Thousand
(2,300,000) shares of the Corporation's Non-
Voting Cumulative Preferred Stock, par value
$1.00 per share, as a new series designated
"$3.75 Convertible Preferred Stock, Series B"
(the "Series B Preferred Stock").
RESOLVED, that the terms and conditions of the
Series B Preferred Stock, including its rights,
preferences, privileges, voting powers,
restrictions, qualifications, limitations, and
other terms and conditions shall be as set forth
in Exhibit 1 attached hereto.
RESOLVED, that the Corporation's Second Restated
Certificate of Incorporation is hereby amended as
follows:
4
<PAGE>
(a) Section IV of such certificate is
amended to add a new Subsection E titled
"Special Provisions Applicable to Series
B Preferred Stock," in the form attached
hereto as Exhibit 1; and
(b) paragraph (g) of Subsection D
titled "Special Provisions Applicable to
Series A Preferred Stock" of Section IV
of the Second Restated Certificate of
Incorporation is amended to read in its
entirety as follows:
"(g) Equal Rank.
All shares of Series A Preferred Stock
shall be identical in all respects, and all
shares of Series A Preferred Stock shall be of
equal rank with shares of $3.75 Convertible
Preferred Stock, Series B, in respect of the
preference as to dividends and to payments upon
the Liquidation of the Corporation."
and, the proper officers of the Corporation are
authorized to execute and file, as necessary, any
documents or certificates with the New Jersey
Secretary of State to effect such amendments.
4. The resolution set forth in numbered paragraph 2 was duly
adopted by the Board of Directors of the Corporation by
unanimous written consent as of the 15th day of July, 1996,
and the resolutions set forth in numbered paragraph 3 were
adopted by unanimous written consent of the Executive
Committee of the Board of Directors as of July 22, 1996.
5. The Certificate of Incorporation is further amended so
that the designation and number of shares of each class and
series acted upon in the resolutions, and the relative rights,
preferences and limitations of each such class and series are
as stated in Exhibit 1 attached hereto, which is the same
exhibit referred to in the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Amendment to the Certificate of Incorporation this
24th day of July, 1996.
CHIQUITA BRANDS INTERNATIONAL, INC.
By: /s/William A. Tsacalis
William A. Tsacalis
Vice President and Controller
5
<PAGE>
EXHIBIT 1
SUBSECTION E. SPECIAL PROVISIONS APPLICABLE TO SERIES B
PREFERRED STOCK
There is hereby established a series of the Corporation's Non-
Voting Cumulative Preferred Stock, $1.00 par value, which shall
be designated "$3.75 Convertible Preferred Stock, Series B"
("Series B Preferred Stock") and shall consist of Two Million,
Three Hundred Thousand (2,300,000) shares, and no more. The
relative, participating, optional and other special rights and
the qualifications, limitations and restrictions of the Series B
Preferred Stock shall be as follows:
(a) Dividends.
(i) The holders of outstanding shares of the Series B
Preferred Stock shall be entitled to receive (subject to the
rights of holders of shares of $2.875 Non-Voting Cumulative
Preferred Stock, Series A, or any series of Non-Voting Cumulative
Preferred Stock or Series Preference Stock and/or any other class
or series of preferred or preference stock which the Corporation
may in the future issue which ranks senior to or on a parity with
the Series B Preferred Stock as to dividends), when, as and if
declared by the Board of Directors out of funds legally available
therefor, cumulative preferential cash dividends at the per share
rate of $0.9375 per quarter and no more ("Preferential
Dividends"), payable on the seventh (7th) day of March, June,
September and December of each year (each such date being
hereinafter referred to as a "Preferential Dividend Payment
Date") commencing September 7, 1996; provided, however, that the
Preferential Dividend payable on September 7, 1996 (the "Initial
Preferential Dividend") with respect to any share of Series B
Preferred Stock outstanding on the record date for the Initial
Preferential Dividend shall be computed in accordance with
Subsection E(a)(iv). If September 7, 1996 or any other
Preferential Dividend Payment Date shall not be a business day,
then the Preferential Dividend Payment Date shall be on the next
succeeding business day. Each such dividend will be payable to
holders of record as they appear on the stock books of the
Corporation on such record date, not less than 10 nor more than
60 days preceding the Preferential Dividend Payment Date, as
shall be fixed by the Board of Directors. Dividends on the
Series B Preferred Stock shall accrue from the date of issuance
of the Series B Preferred Stock, and dividends accrued as of each
Preferential Dividend Payment Date shall accumulate to the extent
not paid on such date. Accumulated unpaid dividends shall not
bear interest. All payments of Preferential Dividends to holders
of Series B Preferred Stock shall be rounded up to the nearest
whole cent.
6
<PAGE>
(ii) So long as any shares of Series B Preferred Stock are
outstanding:
(A) no dividend (other than a dividend or distribution
paid in shares of, or warrants or rights to subscribe for or
purchase shares of, Capital Stock or any other stock of the
Corporation ranking junior to the Series B Preferred Stock as
to dividends and upon liquidation) shall be declared or paid
or set aside for payment or other distribution declared or
made upon the Capital Stock or upon any other stock of the
Corporation ranking junior to or (except as provided in the
following sentence) on a parity with the Series B Preferred
Stock as to dividends,
(B) nor shall any Capital Stock nor any other stock of
the Corporation ranking junior to or on a parity with the
Series B Preferred Stock as to dividends be redeemed,
purchased or otherwise acquired for any consideration (or any
moneys be paid to or made available for a sinking fund for the
redemption of any shares of any such stock) by the Corporation
(except by conversion into or exchange for stock of the
Corporation ranking junior to the Series B Preferred Stock as
to dividends and upon liquidation),
(C) nor shall the Corporation purchase or otherwise
acquire (except pursuant to a purchase or exchange offer made
on the same terms to all holders of shares of Series B
Preferred Stock), or convert in part, but not in whole, into
shares of Capital Stock at the option of the Corporation
pursuant to Subsection E(c)(ii) outstanding shares of Series B
Preferred Stock,
unless, in each case, the full Preferential Dividends, if any,
accumulated on all outstanding shares of the Series B Preferred
Stock through the most recent Preferential Dividend Payment Date
shall have been paid or deposited for payment or
contemporaneously are declared and paid or deposited for payment.
When dividends have not been paid in full upon the shares of
Series B Preferred Stock, all dividends and other distributions
declared upon the Series B Preferred Stock and any other shares
of the Corporation ranking on a parity as to dividends and such
other distributions with the shares of Series B Preferred Stock
shall be declared pro rata so that the amount of dividends and
other distributions declared and paid per share on the Series B
Preferred Stock and such other shares shall in all cases bear to
each other the same ratio that accumulated unpaid dividends per
share on the shares of Series B Preferred Stock and such other
shares bear to each other. Holders of the shares of Series B
Preferred Stock shall not be entitled to any dividends, whether
payable in cash, property or stock, in excess of full cumulative
dividends, as herein provided.
7
<PAGE>
(iii) Any dividend payment made on shares of Series B
Preferred Stock shall first be credited against the earliest
accumulated unpaid dividend due with respect to shares of Series
B Preferred Stock.
(iv) Any dividends payable for any period greater or less
than a full quarterly dividend period shall be computed on the
basis of a 360-day year consisting of four 90-day quarters or
twelve 30-day months.
(b) Liquidation.
(i) Upon any dissolution, liquidation or winding up of the
affairs of the Corporation, whether voluntary or involuntary
(collectively, a "Liquidation"), the holders of shares of Series
B Preferred Stock shall be entitled to receive out of the assets
of the Corporation available for distribution to shareholders,
after payment of all debts and other liabilities of the
Corporation and all liquidation preferences of holders of shares
of any class or series of preferred or preference stock which the
Corporation may issue in the future which ranks prior to the
Series B Preferred Stock with respect to liquidation rights, but
before any distribution or payment is made to holders of Capital
Stock of the Corporation or on any other shares of the
Corporation ranking junior to the shares of Series B Preferred
Stock upon liquidation, liquidating distributions in the amount
of $50 per share, plus an amount equal to all accumulated unpaid
Preferential Dividends thereon to the date of Liquidation, and no
more. If upon any Liquidation the amounts payable with respect
to the Series B Preferred Stock and any other shares of the
Corporation ranking as to any such distribution on a parity with
the Series B Preferred Stock are not paid in full, the holders of
shares of Series B Preferred Stock and of such other shares will
share ratably in any such distribution of assets of the
Corporation in proportion to the full respective distributable
amounts to which they are entitled. After payment of the full
amount of the liquidating distribution to which they are
entitled, the holders of shares of Series B Preferred Stock will
not be entitled to any further participation in any distribution
or payments by the Corporation.
(ii) Neither the merger nor consolidation of the
Corporation into or with any other corporation or other entity,
nor the merger or consolidation of any other corporation or other
entity into or with the Corporation, nor a sale, transfer or
lease of all or any part of the assets of the Corporation for
cash, securities or other property, shall be deemed to be a
Liquidation for purposes of this Subsection E(b).
(c) Conversions.
8
<PAGE>
(i) Automatic Conversion Upon the Occurrence of Certain
Events. Immediately prior to the effectiveness of a merger or
consolidation of the Corporation that results in the conversion
or exchange of the Capital Stock into or for, or that results in
the holders of Capital Stock obtaining the right to receive,
cash, securities or other assets, whether of the Corporation or
of any other person or entity (any such merger or consolidation
is referred to herein as a "Merger or Consolidation"), other than
a Merger or Consolidation in which the Series B Preferred Stock
remains outstanding and holders of Series B Preferred Stock
obtain the right to receive upon conversion of their shares into
Capital Stock or any other security the same cash, securities or
other assets that they would have received with respect to the
maximum number of shares of Capital Stock which such holders
would have received (other than in payment of accumulated unpaid
dividends) upon conversion of their shares of Series B Preferred
Stock (at the option of the Corporation pursuant to clause (ii)
of this Subsection E(c) or at the option of the holder pursuant
to clause (iii) of this Subsection E(c), whichever is greater)
immediately prior to the effectiveness of the Merger or
Consolidation, each outstanding share of Series B Preferred Stock
shall automatically convert into the maximum number of shares of
Capital Stock which such holders would have received (other than
in payment of accumulated unpaid dividends) upon conversion of
their shares of Series B Preferred Stock (at the option of the
Corporation pursuant to clause (ii) of this Subsection E(c) or at
the option of the holder pursuant to clause (iii) of this
Subsection E(c), whichever is greater), plus the right to receive
an amount of cash equal to the accumulated unpaid dividends on
such share of Series B Preferred Stock to and including the
immediately preceding Preferential Dividend Payment Date.
(ii) Conversion at the Option of the Corporation. At any
time and from time to time on and after September 10, 1999, and
upon notice given as provided herein, the Corporation may
convert, in whole or in part, the outstanding shares of Series B
Preferred Stock; provided, however, that prior to September 10,
2003, the Corporation may exercise its right to convert only if
the "Current Market Price" (as defined in Subsection E(c)(viii))
of the Capital Stock on the "Notice Date" (as defined in
Subsection E(c)(viii)) with respect to such conversion shall not
be less than $7.00 per share, subject to adjustment as provided
below (the "Strike Price"). On the date fixed for conversion,
each outstanding share of Series B Preferred Stock to be
converted pursuant to this Subsection E(c)(ii) shall convert
into:
(A) the lesser of (x) that number of shares of Capital
Stock as shall equal the applicable amount set forth in the
table below divided by the Current Market Price (as defined
in Subsection E(c)(viii)) per share of Capital Stock on the
date of conversion:
9
<PAGE>
<TABLE>
<CAPTION>
If converted during Current Market Value
the 12-month period of Common Stock
beginning September 10: to be issued
<S> <C>
1999 $51.50
2000 $50.75
2001 and thereafter $50.00
</TABLE>
or (y) 10 shares of Capital Stock, subject to adjustment as
provided below ("the Maximum Conversion Rate"); plus
(B) the right to receive an amount of cash equal to the
accumulated unpaid dividends on such share of Series B
Preferred Stock to and including the immediately preceding
Preferential Dividend Payment Date; plus
(C) the right to receive an amount of cash equal to
dividends accrued since the immediately preceding Preferential
Dividend Payment Date, calculated in accordance with
Subsection E(a)(iv); provided, however, that no amount shall
be due and payable pursuant to this clause (C) if the
conversion date follows a record date for the payment of a
Preferential Dividend and precedes the next succeeding
Preferential Dividend Payment Date.
The Maximum Conversion Rate and the Strike Price shall each be
proportionately adjusted when, as and if the Conversion Rate
shall be adjusted pursuant to Subsection E(c)(iv).
(iii) Conversion at the Option of the Holder. At any time
and from time to time after the 60th day following the final
closing of the initial public offering of Series B Preferred
Stock, each holder of Series B Preferred Stock shall have the
right to convert, in whole or in part, the outstanding shares of
Series B Preferred Stock; provided, however, that if the shares
of Series B Preferred Stock to be converted have been earlier
called for conversion at the option of the Corporation, the right
of the holder to convert such shares will terminate as of 5:00
P.M., New York City time, on the business day immediately
preceding the date fixed for such conversion. Each outstanding
share of Series B Preferred Stock to be converted at the option
of the holder shall convert into that number of shares of Capital
Stock as shall be determined in accordance with the Conversion
Rate in effect on the date upon which the certificates
representing shares of Series B Preferred Stock are surrendered
for conversion, plus the right to receive an amount of cash equal
to the accumulated unpaid dividends on such share of Series B
Preferred Stock to be converted to and including the immediately
preceding Preferential Dividend Payment Date. In order to
convert shares of Series B Preferred Stock into Capital Stock the
10
<PAGE>
holder thereof shall surrender, at the office in the United
States designated by the Corporation in writing from time to time
for registration of transfers and conversion, the certificate or
certificates therefor, duly endorsed to the Corporation or in
blank, and give written notice to the Corporation at said office
that such holder elects to convert such shares and shall state in
writing therein the name or names (with addresses) in which such
holder wishes the certificate or certificates for Capital Stock
to be issued. Shares of Series B Preferred Stock surrendered for
conversion after the close of business on a record date for
payment of Preferential Dividends and before 9:00 A.M., New York
time, on the next succeeding Preferential Dividend Payment Date
must be accompanied by payment of an amount equal to the
Preferential Dividend thereon which is to be paid on such
Preferential Dividend Payment Date. Shares of Series B Preferred
Stock shall be deemed to have been converted on the date of the
surrender of such certificate or certificates for shares for
conversion as provided above, and the person or persons entitled
to receive the Capital Stock issuable upon such conversion shall
be treated for all purposes as the record holder or holders of
such Capital Stock on such date. As soon as practicable on or
after the date of conversion as aforesaid, the Corporation will
issue and deliver a certificate or certificates for the number of
full shares of Capital Stock issuable upon such conversion,
together with cash for any fraction of a share, as provided in
Subsection E(c)(vi), to the person or persons entitled to receive
the same.
(iv) Conversion Rate; Adjustments. The Conversion Rate to
be used to determine the number of shares of Capital Stock to be
delivered on the conversion of the Series B Preferred Stock into
shares of Capital Stock pursuant to Subsection E(c)(iii) shall be
initially 3.3333 shares of Capital Stock for each share of Series
B Preferred Stock; provided, however, that such Conversion Rate
shall be subject to adjustment from time to time as provided
below in this Subsection E(c)(iv). All adjustments to the
Conversion Rate shall be calculated in 1/100ths of a share of
Capital Stock. No adjustment of less than one percent (1%) of
the Conversion Rate shall be required; however, any such
adjustment not made due to such limitation shall be carried
forward and shall be taken into account in any subsequent
adjustment. Such rate in effect at any time is herein called the
"Conversion Rate."
(A) If the Corporation shall:
11
<PAGE>
(1) pay a dividend or make a distribution with respect
to the Capital Stock in shares of Capital Stock (other than
a dividend or distribution which is also paid to holders of
Series B Preferred Stock and in which such holders shall
receive, with respect to each share of Series B Preferred
Stock, the same number of shares of Capital Stock as shall
be distributed with respect to the maximum number of shares
of Capital Stock into which such share of Preferred Stock
shall then be convertible at the option of the Corporation
pursuant to Subsection E(c)(ii) or at the option of the
holder pursuant to Subsection E(c)(iii), whichever is
greater),
(2) subdivide or split its outstanding shares of
Capital Stock,
(3) combine its outstanding shares of Capital Stock
into a smaller number of shares, or
(4) issue by reclassification of its shares of Capital
Stock any shares of Capital Stock of the Corporation,
then, in any such event, the Conversion Rate shall be adjusted
by multiplying the Conversion Rate in effect immediately prior
to the date of such event by a fraction, of which the
numerator shall be the number of outstanding shares of Capital
Stock immediately following such event, and of which the
denominator shall be the number of outstanding shares of
Capital Stock immediately prior to such event. Such
adjustment shall become effective at the opening of business
on the business day next following the record date for
determination of shareholders entitled to receive such
dividend or distribution in the case of a dividend or
distribution and shall become effective immediately after the
effective date in case of a subdivision, split, combination,
or reclassification.
(B) If the Corporation shall issue rights or warrants to
all holders of its outstanding shares of Capital Stock
entitling them to subscribe for or purchase shares of Capital
Stock at a price per share less than the Current Market Price
on the record date fixed for determination of stockholders
entitled to receive such rights or warrants (in each case
other than instances when such rights or warrants are also
issued to holders of shares of Series B Preferred Stock in
which such holders shall receive, with respect to each share
of Series B Preferred Stock, the same rights or warrants as
shall be issued with respect to the maximum number of shares
of Capital Stock into which each share of Preferred Stock
shall then be convertible at the option of the Corporation
pursuant to Subsection E(c)(ii) or at the option of the holder
pursuant to Subsection E(c)(iii), whichever is greater), then
12
<PAGE>
the Conversion Rate shall be adjusted by multiplying the
Conversion Rate in effect at the opening of business on the
date after such record date by a fraction, of which the
numerator shall be the number of shares of Capital Stock
outstanding at the close of business on such record date plus
the total number of additional shares of Capital Stock
issuable upon exercise of such rights or warrants, and of
which the denominator shall be the number of shares of Capital
Stock outstanding on the close of business on such record date
plus the number of shares that the aggregate exercise price of
the total number of rights or warrants so issued would
purchase at such Current Market Price. Such adjustment shall
become effective immediately after the opening of business on
the day following the record date fixed for determination of
stockholders entitled to receive such rights or warrants. To
the extent that shares of Capital Stock are not delivered
after the expiration or termination of such rights or
warrants, the Conversion Rate shall be readjusted to the
Conversion Rate that would then be in effect had the
adjustments made upon the issuance of such rights or warrants
been made on the basis of delivery of only the number of
shares of Capital Stock actually delivered. In the event that
such rights or warrants are not so issued, the Conversion Rate
shall again be adjusted to be the Conversion Rate that would
then be in effect if such date fixed for the determination of
stockholders entitled to receive such rights or warrants had
not been fixed. In determining whether any rights or warrants
entitle the holders to subscribe for or purchase shares of
Capital Stock at less than such Current Market Price, and in
determining the aggregate exercise price of such rights or
warrants, there shall be taken into account any consideration
received for such rights or warrants, the value of such
consideration, if other than cash, to be determined by the
Board of Directors.
(C) If the Corporation shall pay a dividend or make a
distribution to all holders of its Capital Stock of evidences
of its indebtedness or other assets (including securities of
the Corporation but excluding dividends or other distributions
paid exclusively in cash, and excluding any portion of
distributions and dividends to the extent referred to in
clauses (A) or (B) above), (in each case other than a dividend
or distribution which is also paid or made to holders of
Series B Preferred Stock in which such holders shall receive,
with respect to each share of Series B Preferred Stock, the
same evidences of indebtedness or other assets as shall be
paid or distributed with respect to the maximum number of
shares of Capital Stock into which each share of Preferred
Stock shall then be convertible at the option of the
Corporation pursuant to Subsection E(c)(ii) or at the option
of the holder pursuant to Subsection E(c)(iii), whichever is
greater), then in each such case the Conversion Rate shall be
13
<PAGE>
adjusted by multiplying the Conversion Rate in effect
immediately prior to the date of such distribution by a
fraction, of which the numerator shall be the Current Market
Price per share of Capital Stock on the record date mentioned
below, and of which the denominator shall be such Current
Market Price per share of Capital Stock less the fair market
value (as determined by the Board of Directors of the
Corporation, whose determination shall be conclusive) as of
such record date of the portion of the assets or evidences of
indebtedness so distributed applicable to one share of Capital
Stock. Such adjustment shall become effective on the opening
of business on the business day next following the record date
for the determination of shareholders entitled to receive such
distribution.
(D) If the Corporation shall pay a dividend or make a
distribution consisting exclusively of cash (excluding any
cash portion of distributions referred to in Subsection
E(c)(iv)(C)) (collectively, "All-Cash Distributions") to all
holders of Capital Stock, then, to the extent such All-Cash
Distribution, combined with (A) all other All-Cash
Distributions made within the preceding 12 months in respect
of which no adjustment has been made, plus (B) any cash and
the fair market value of other consideration payable in
respect of any Corporation Tender Offer (as defined in
Subsection E(c)(viii)) concluded within the preceding 12
months in respect of which no adjustment has been made, exceed
ten percent (10%) of the product of (x) the Current Market
Price of the Capital Stock, times (y) the number of issued and
outstanding shares of Capital Stock (assuming the conversion
into Capital Stock of each outstanding security or debt
instrument which is by its terms convertible into Capital
Stock at the option of the holder, without the payment of
additional consideration therefor, regardless of whether or
not such security or debt instrument shall be so convertible
on such date), each as measured on the record date for such
All-Cash Distribution (such excess being herein called the
"Excess Distribution"), then the Conversion Rate shall be
adjusted by multiplying the Conversion Rate in effect
immediately prior to the date of such All-Cash Distribution by
a fraction, of which the numerator shall be the Current Market
Price of the Capital Stock, and of which the denominator shall
be the Current Market Price of the Capital Stock less the
quotient of the Excess Distribution divided by the number of
issued and outstanding shares of Capital Stock (measured as
described in clause "(y)" above), each as measured on the
record date. Such adjustment shall become effective on the
opening of business on the business day next following the
record date for the determination of shareholders entitled to
receive such All-Cash Distribution (provided, however, that no
such adjustment shall be made in respect of any All-Cash
Distribution described in this Subsection which was also paid
14
<PAGE>
or made to holders of shares of Series B Preferred Stock in
which such holders shall receive, with respect to each share
of Series B Preferred Stock, the same All-Cash Distribution as
shall be paid or made with respect to the maximum number of
shares of Capital Stock into which each share of Series B
Preferred Stock shall be convertible at the option of the
Corporation pursuant to Subsection E(c)(ii) or at the option
of the holder pursuant to Subsection E(c)(iii), whichever is
greater).
(E) If the Corporation shall make payment of any cash or
other consideration payable in respect of any Corporation
Tender Offer, then, to the extent such Corporation Tender
Offer involves payment of an aggregate consideration that
combined with (A) all All-Cash Distributions made within the
preceding 12 months in respect of which no adjustment has been
made, plus (B) any cash and the fair market value of other
consideration payable in respect of any Corporation Tender
Offer concluded within the preceding 12 months in respect of
which no adjustment has been made, exceeds ten percent (10%)
of the product of (x) the Current Market Price of the Capital
Stock, times (y) the number of issued and outstanding shares
of Capital Stock (assuming the conversion into Capital Stock
of each outstanding security or debt instrument which is by
its terms convertible into Capital Stock at the option of the
holder, without the payment of additional consideration
therefor, regardless of whether or not such security or debt
instrument shall be so convertible on such date), each as
measured on the expiration date of such Corporation Tender
Offer (such excess being herein called the "Excess
Consideration"), then the Conversion Rate shall be adjusted by
multiplying the Conversion Rate in effect immediately prior to
the expiration date of such Corporation Tender Offer by a
fraction, of which the numerator shall be the Current Market
Price of the Capital Stock, and of which the denominator shall
be the Current Market Price of the Capital Stock less the
quotient of the Excess Consideration divided by the number of
issued and outstanding shares of Capital Stock (measured as
described in clause "(y)" above), each as measured on such
expiration date (provided, however, that no such adjustment
shall be made in respect of any Corporation Tender Offer
described in this Subsection which was also made to holders of
shares of Series B Preferred Stock in which such holders shall
receive, with respect to each share of Series B Preferred
Stock, the same payment in respect of a Corporation Tender
Offer with respect to the maximum number of shares of Capital
Stock into which each share of Series B Preferred Stock shall
then be convertible at the option of the Corporation pursuant
to Subsection E(c)(ii) or at the option of the holder pursuant
to Subsection E(c)(iii), whichever is greater).
15
<PAGE>
(F) From time to time, to the extent permitted by law, the
Corporation may make temporary upward adjustments to the
Conversion Rate by any amount for any period of at least 20
days, in which case the Corporation shall give not less than
15 nor more than 60 days' notice of such adjustment, if the
Board of Directors has made a determination that such
adjustment would be in the best interests of the Corporation,
which determination shall be conclusive.
(G) Anything in this Subsection E(c)(iv) notwithstanding,
the Board of Directors shall be entitled to make such upward
adjustments in the Conversion Rate, in addition to those
required by this Subsection E(c)(iv), (1) as the Board of
Directors in its discretion shall determine to be advisable,
in order that any stock dividends, subdivision of shares,
distribution of rights to purchase stock or securities, or a
distribution of securities convertible into or exchangeable
for stock (or any transaction which could be treated as any of
the foregoing transactions pursuant to Section 305 of the
Internal Revenue Code of 1986, as amended, or any successor
section thereto) hereafter made by the Corporation to its
shareholders shall not be taxable; and (2) as the Board of
Directors in its discretion shall determine to be necessary or
appropriate in order to preserve the relative rights of the
holders of Capital Stock, on the one hand, and the holders of
Series B Preferred Stock, on the other hand, as such rights
are set forth in this Certificate of Incorporation.
(H) In any case in which this Subsection E(c)(iv) shall
require that an adjustment as a result of any event become
effective at the opening of business on the business day next
following a record date, and the date fixed for conversion
pursuant to Subsection E(c)(i), (ii) or (iii) occurs after
such record date, but before the occurrence of such event, the
Corporation may in its sole discretion elect to defer the
following until after the occurrence of such event:
(1) issuing to the holder of any shares of the
Series B Preferred Stock surrendered for conversion the
additional shares of Capital Stock issuable upon such
conversion over and above the shares of Capital Stock
issuable upon such conversion on the basis of the
Conversion Rate prior to adjustment; and
(2) paying to such holder any amount in cash in lieu
of a fractional share of Capital Stock pursuant to
Subsection E(c)(vi).
(v) Notice of Adjustments. Whenever the Conversion Rate
is adjusted as herein provided, the Corporation shall:
16
<PAGE>
(A) forthwith compute the adjusted Conversion Rate in
accordance with Subsection E(c)(iv) and prepare a certificate
signed by the Chief Executive Officer, the Chairman, the
President, any Vice President or the Treasurer of the
Corporation setting forth the adjusted Conversion Rate, the
Maximum Conversion Rate and, if applicable, the Strike Price,
and the method of calculation thereof in reasonable detail and
the facts requiring such adjustment and upon which such
adjustment is based, and file such certificate forthwith with
the transfer agent or agents for the Series B Preferred Stock
and the Capital Stock; and
(B) mail a notice stating that the Conversion Rate, the
Maximum Conversion Rate and, if applicable, the Strike Price
have been adjusted, the facts requiring such adjustment and
upon which such adjustment is based and setting forth the
adjusted Conversion Rate, the Maximum Conversion Rate and, if
applicable, the Strike Price to the holders of record of the
outstanding shares of the Series B Preferred Stock at or prior
to the time the Corporation mails a financial statement to its
shareholders covering the quarterly fiscal period during which
the facts requiring such adjustment occurred, but in any event
within 120 days after a fourth quarter/fiscal year-end period
or 60 days after the end of any other quarterly fiscal period.
In addition to the foregoing, the Corporation will calculate
and provide notice to the transfer agent or agents for the Series
B Preferred Stock and the Capital Stock within 30 days after (1)
the date of initial issuance of the shares of Series B Preferred
Stock, or (2) the occurrence of any event triggering an
adjustment of the Maximum Conversion Rate, of the number of
shares of Capital Stock required to be reserved for issuance upon
conversion of the issued and outstanding shares of Series B
Preferred Stock; provided that no such notice need be sent if the
number of shares of Capital Stock then reserved is in excess of
the number of shares of Capital Stock required to be reserved as
so calculated.
(vi) No Fractional Shares. No fractional shares of
Capital Stock shall be issued upon conversion of shares of Series
B Preferred Stock but, in lieu of any fraction of a share of
Capital Stock which would otherwise be issuable in respect of the
aggregate number of shares of the Series B Preferred Stock
surrendered by the same holder for conversion on any conversion
date, the holder shall have the right to receive an amount in
cash equal to the same fraction of the Current Market Price of
the Capital Stock on the date of conversion.
17
<PAGE>
(vii) Cancellation. All Shares of Series B Preferred
Stock which shall have been converted into shares of Capital
Stock or which shall have been purchased or otherwise acquired by
the Corporation shall assume the status of authorized but
unissued shares of Non-Voting Cumulative Preferred Stock
undesignated as to series.
(viii) Definitions. As used in this Subsection E:
(A) The term "business day" shall mean any day other than
a Saturday, Sunday or a day on which banking institutions in
the States of New York or Ohio are authorized or obligated by
law or executive order to close.
(B) The term "Corporation Tender Offer" shall mean a tender
offer (as such term has been defined by the applicable rules,
regulations and interpretations of the Securities and Exchange
Commission and by courts interpreting the relevant provisions
of the Securities Exchange Act of 1934, as amended) by the
Corporation and/or any of its subsidiaries for Capital Stock.
(C) The term "Current Market Price" per share of Capital
Stock on any date shall mean the average of the daily Market
Prices for the fifteen consecutive Trading Dates ending on the
second Trading Date immediately preceding such date
(appropriately adjusted to take into account the occurrence
during such fifteen-day period, or following such fifteen-day
period and prior to such date, of any event that results in an
adjustment of the Conversion Rate).
(D) The term "Market Price" for any day shall mean (1) if
the Capital Stock is listed or admitted for trading on the New
York Stock Exchange (or any successor to such exchange) or, if
not so listed or admitted, on any national or regional
securities exchange, the last sale price, or the closing bid
price if no sale occurred, of the Capital Stock on the
principal securities exchange on which the Capital Stock is
listed, or (2) if not listed or traded as described in clause
(1), the last reported sales price of the Capital Stock on the
National Market System of the National Association of
Securities Dealers Automated Quotations System, or any similar
system of automated dissemination of quotations of securities
prices then in common use, if so quoted, or (3) if not quoted
as described in clause (2), the mean between the high bid and
the low asked quotations for the Capital Stock as reported by
the National Quotation Bureau Incorporated if at least two
securities dealers have inserted both bid and asked quotations
for the Capital Stock on at least five of the ten preceding
days. If the Capital Stock is quoted on a national securities
or central market system in lieu of a market or quotation
system described above, then the closing price shall be
determined in the manner set forth in clause (1) of the
18
<PAGE>
preceding sentence if actual transactions are reported and in
the manner set forth in clause (3) of the preceding sentence
if bid and asked quotations are reported but actual
transactions are not. If none of the conditions set forth
above is met, the closing price of Capital Stock on any day or
the average of such closing prices for any period shall be the
fair market value of the Capital Stock as determined by a
member firm of the New York Stock Exchange, Inc. (or any
successor to such exchange) selected by the Corporation.
(E) The term "Notice Date" shall mean the following: with
respect to any notice given by the Corporation in connection
with a conversion (including any potential conversion upon the
effectiveness of a Merger or Consolidation) of any of the
Series B Preferred Stock, the date of mailing of such notice
to the holders of Series B Preferred Stock.
(F) The term "Trading Date" shall mean (1) a date on which
the New York Stock Exchange (or any successor to such
exchange) is open for the transaction of business, or (2) if
the Capital Stock is not at such time listed or admitted for
trading on the New York Stock Exchange (or any successor to
such Exchange), a date upon which the principal national or
regional securities exchange upon which the Capital Stock is
listed or admitted to trading is open for the transaction of
business, or (3) if not listed or admitted to trading as
described in clauses (1) or (2), and if at such time the sales
price of Capital Stock is quoted on the National Market System
of the National Association of Securities Dealers Automated
Quotations System, or any similar system of automated
dissemination of quotations of securities prices then in
common use, a date for which such system provides quotations
with respect to securities upon which it reports, or (4) if
not so quoted, and if at such time the bid and asked prices of
the Capital Stock are reported by the National Quotation
Bureau Incorporated, a date for which the National Quotation
Bureau Incorporated provides bid and asked prices with respect
to securities upon which it reports, or (5) if not so quoted,
any business day.
(ix) Notice of Conversion. The Corporation shall provide
notice of any exercise of its right to convert shares of Series B
Preferred Stock to holders of record of the Series B Preferred
Stock to be converted by mailing a notice of conversion to such
holders, which notice will specify an effective date of
conversion that is not less than 15 nor more than 60 days after
the date of such notice. The Corporation will provide notice of
any potential conversion upon the effectiveness of a Merger or
Consolidation not less than 15 nor more than 60 days prior to the
effective date thereof; provided, however, that if the timing of
the effectiveness of a Merger or Consolidation makes it
impracticable to provide at least 15 days' notice, the
19
<PAGE>
Corporation shall provide such notice as soon as practicable
prior to such effectiveness. Each such notice shall be provided
by mailing notice of such conversion first class postage prepaid,
to each holder of record of the Series B Preferred Stock to be
converted, at such holder's address as it appears on the stock
register of the Corporation. Each such notice shall state, as
appropriate, the following:
(A) the conversion date;
(B) the number of shares of Series B Preferred Stock to be
converted and, if less than all the shares held by such holder
are to be converted, the number of such shares to be
converted;
(C) the number of shares of Capital Stock deliverable upon
conversion, or a description of the formula pursuant to which
such number shall be determined;
(D) the place or places where certificates for such shares
are to be surrendered for conversion; and
(E) that dividends on the shares of Series B Preferred
Stock to be converted will cease to accrue on the effective
date of conversion.
The Corporation's obligation to deliver shares of Capital
Stock and provide cash in accordance with this Subsection E(c)
shall be deemed fulfilled if, on or before an effective date of
conversion, the Corporation shall deposit, with a bank or trust
company having an office or agency in the Borough of Manhattan in
New York City, or which has an affiliate or correspondent having
an office or agency in the Borough of Manhattan in New York City,
which depository has a capital and surplus of at least
$50,000,000, such number of shares of Capital Stock as are
required to be delivered by the Corporation pursuant to this
Subsection E(c) upon the occurrence of the related conversion,
together with cash sufficient to pay all accumulated unpaid
dividends, cash in lieu of fractional share amounts and/or any
additional payment pursuant to Subsection E(c)(ii)(C), if
applicable, on the shares to be converted as required by this
Subsection E(c), in trust for the account of the holders of the
shares to be converted, with irrevocable instructions and
authority to such bank or trust company that such shares and cash
be delivered upon conversion of the shares of Series B Preferred
Stock so converted. Any interest accrued on such cash shall be
paid to the Corporation from time to time. Any shares of Capital
Stock or cash so deposited and unclaimed at the end of three
years from such conversion date shall be repaid and released to
the Corporation, after which the holder or holders of such shares
of Series B Preferred Stock so converted shall look, subject to
applicable state escheat or unclaimed funds laws, only to the
20
<PAGE>
Corporation for delivery of shares of Capital Stock and cash, if
applicable. Each holder of shares of Series B Preferred Stock to
be converted shall surrender the certificates evidencing such
shares to the Corporation at the place designated in the notice
of such conversion and shall thereupon be entitled to receive
certificates evidencing shares of Capital Stock and cash, if
applicable, following such surrender and following the date of
such conversion. In case fewer than all the shares of Series B
Preferred Stock represented by any such surrendered certificate
are converted, a new certificate shall be issued at the expense
of the Corporation representing the unconverted shares. If such
notice of conversion (if required) shall have been duly given,
then, notwithstanding that the certificates evidencing any shares
of Series B Preferred Stock subject to conversion shall not have
been surrendered, the shares represented thereby subject to
conversion shall be deemed no longer outstanding, dividends with
respect to the shares of Series B Preferred Stock subject to
conversion shall cease to accrue after the date fixed for
conversion and all rights with respect to such shares subject to
conversion shall forthwith after such date cease and terminate,
except for the right of the holders to receive the shares of
Capital Stock and/or any applicable cash amounts without interest
upon surrender of their certificates therefor; provided that if
on the date fixed for conversion shares of Capital Stock and
cash, if applicable, necessary for the conversion shall have been
deposited by the Corporation in trust for the account of the
holders of the shares of Series B Preferred Stock so to be
converted as provided above, then the holder or holders of such
shares of Series B Preferred Stock so converted shall look only
to such bank or trust company for delivery of shares of Capital
Stock and cash, if applicable, unless and until such shares of
Capital Stock and cash are repaid and released to the
Corporation. No holder of a certificate of shares of Series B
Preferred Stock shall be, or have any rights as, a holder of the
shares of Capital Stock issuable in connection with the
conversion thereof, including, without limitation, voting rights
or the right to receive any dividend from the Corporation with
respect to such shares of Capital Stock, until surrender of such
certificate for a certificate representing such Capital Stock.
Upon such surrender, there shall be paid to the holder the amount
of any dividend or other distribution (without interest) which
became payable in respect of the number of whole shares of
Capital Stock issuable upon such surrender on or after the
conversion date, but which was not paid by reason of any earlier
failure to surrender certificates that represented shares of
Series B Preferred Stock. If fewer than all the outstanding
shares of Series B Preferred Stock are to be converted at the
option of the Corporation, shares to be converted shall be
selected by the Corporation from outstanding shares of Series B
Preferred Stock by lot, pro rata (as nearly as may be) or by any
21
<PAGE>
other method reasonably determined by the Board of Directors of
the Corporation to be appropriate and fair to the holders of
Series B Preferred Stock.
(x) Corporation's Option to Pay Accumulated Unpaid
Dividends in Common Stock Upon Conversion on or after
September 10, 1999. Notwithstanding anything to the contrary
contained herein, if the effective date of any conversion is
on or after September 10, 1999 and if on such date there are
accumulated unpaid dividends with respect to the Series B
Preferred Stock to be so converted, then on such effective
date the Corporation may deliver, in lieu of any cash payment
in respect of accumulated unpaid dividends and, if applicable,
any additional payment pursuant to Subsection E(c)(ii)(C),
that number of shares of Capital Stock the aggregate Current
Market Price of which on such date shall equal the amount of
such cash payment. Such option may be exercised by the
Corporation for all or part of such cash payment.
(xi) No Interest on Accumulated Unpaid Dividends. Any
payment with respect to accumulated unpaid dividends upon
conversion of shares of Series B Preferred Stock, whether such
payment is made in cash or, pursuant to Subsection E(c)(x), in
shares of Capital Stock, shall not provide for any interest on
such accumulated unpaid dividends.
(d) Voting Rights.
(i) Holders of Series B Preferred Stock shall have no
right to vote on any matter submitted to a vote of shareholders
of the Corporation, except as otherwise provided by applicable
law and this Subsection E(d). In addition to any voting rights
to which the holders of shares of Series B Preferred Stock shall
be entitled pursuant to applicable law, whenever, at any time,
Preferential Dividends payable on the Series B Preferred Stock
shall be in arrears with respect to six (6) or more Preferential
Dividend Payment Dates, whether or not consecutive, the holders
of shares of Series B Preferred Stock shall have the right,
voting separately as a class with holders of shares of any one or
more series of Non-Voting Cumulative Preferred Stock, Series
Preference Stock and/or any other class or series of shares
ranking on a parity with shares of Series B Preferred Stock as to
dividends and upon which like voting rights have been conferred
and are exercisable, to elect two directors of the Corporation at
the Corporation's next meeting of shareholders at which directors
are to be elected and at each subsequent meeting of shareholders
at which directors are to be elected until such right is
terminated as provided in this Subsection E(d). Upon the vesting
of such voting right in the holders of shares of Series B
Preferred Stock, the maximum authorized number of members of the
Board of Directors shall automatically be increased by two and
the two vacancies so created shall be filled by vote of the
22
<PAGE>
holders of shares of Series B Preferred Stock (voting as a class
with the holders of shares of any one or more other class or
series of shares ranking on such a parity and upon which like
voting rights have been conferred and are exercisable) as set
forth herein. The right of the holders of shares of Series B
Preferred Stock to elect members of the Board of Directors of the
Corporation as aforesaid shall continue until such time as all
dividends accumulated on shares of Series B Preferred Stock shall
have been paid or deposited for payment in full, at which time
such right shall terminate, except as by law expressly provided,
subject to revesting in the event of each and every subsequent
default of the character above mentioned.
(ii) Upon any termination of the right of the holders of
Series B Preferred Stock and, if applicable, the holders of
shares of any one or more other series of Non-Voting Cumulative
Preferred Stock, Series Preference Stock and/or other class or
series of shares ranking on such a parity to vote as a class for
directors as herein provided, the term of office of all directors
then in office elected by shares of Series B Preferred Stock and
such other series voting as a class shall terminate immediately.
If the office of any director elected by the holders of shares of
Series B Preferred Stock and, if applicable, the holders of
shares of one or more other series of Non-Voting Cumulative
Preferred Stock, Series Preference Stock and/or other class or
series of shares on such a parity, voting as a class, becomes
vacant by reason of death, resignation, retirement,
disqualification, removal from office, or otherwise, the
remaining director elected by the holders of shares of Series B
Preferred Stock and, if applicable, the holders of shares of any
one or more other series of Non-Voting Cumulative Preferred
Stock, Series Preference Stock and/or other class or series of
shares ranking on such a parity, 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 special voting
powers vested in the holders of shares of Series B Preferred
Stock and the holders of shares of any one or more other series
of Non-Voting Cumulative Preferred Stock, Series Preference Stock
and/or other class or series of shares ranking on such a parity
to vote as a class for directors as provided in this Subsection
E(d)(ii) shall have expired, the number of directors shall become
such number as may be provided for in the By-Laws, or resolution
of the Board of Directors thereunder, irrespective of any
increase made pursuant to the provisions of this Subsection
E(d)(ii).
(iii) While any Series B Preferred Stock is outstanding,
the Corporation shall not, without the affirmative consent (given
in writing or at a meeting duly called for that purpose) of the
holders of at least two-thirds (2/3rds) of the aggregate number
of votes entitled to be exercised by holders of all affected
series of Non-Voting Cumulative Preferred Stock then outstanding
23
<PAGE>
(provided that each other series shall have voting rights similar
or identical to the voting rights set forth in this Subsection
E(d)(iii)): (A) amend the Certificate of Incorporation of the
Corporation to authorize the creation of any class or series of
stock having a preference as to dividends or upon liquidation
senior to or on a parity with the Series B Preferred Stock
(hereinafter in this Subsection (E)(d)(iii) referred to as
"Senior Stock"); provided, however, that no such approval of
holders of Series B Preferred Stock (or other affected series of
Non-Voting Cumulative Preferred Stock having similar voting
rights) shall be required to amend the Certificate of
Incorporation of the Corporation to authorize the creation of any
series of Senior Stock that may be authorized out of the Non-
Voting Cumulative Preferred Stock or the Series Preference Stock,
the terms of which may be established by any amendment to the
Certificate of Incorporation of the Corporation which may be
adopted by the Board of Directors of the Corporation without
shareholder approval, or (B) amend, alter or repeal the
Certificate of Incorporation of the Corporation in a manner that
would materially adversely affect the terms of Series B Preferred
Stock.
(iv) With respect to any matter upon which holders of
shares of Series B Preferred Stock shall be entitled to vote
pursuant to this Subsection E(d), each such holder shall be
entitled to exercise the number of votes equal to the maximum
number of shares of Capital Stock into which the shares of Series
B Preferred Stock held by such holder shall then be convertible
at the option of the Corporation pursuant to Subsection E(c)(ii)
or at the option of the holder pursuant to Subsection
(E)(c)(iii), whichever is greater, on the record date for
determining the shareholders of the Corporation entitled to vote.
(e) Increase in Shares.
The number of shares of Series B Preferred Stock may, to the
extent of the Corporation's authorized and unissued Non-Voting
Cumulative Preferred Stock, be increased by further resolution
duly adopted by the Board of Directors and the filing of an
amendment to the Certificate of Incorporation of the Corporation.
(f) Exclusive Rights.
Each holder of shares of Series B Preferred Stock shall
hold such Series B Preferred Stock subject to the right of the
Corporation to effect a conversion in accordance with the
provisions of Subsection E(c) hereof and, in the event of such a
conversion, shall have the right to receive, as full payment,
discharge and satisfaction of the obligations of the Corporation
with respect to such Series B Preferred Stock, only those shares
of Capital Stock and cash, if applicable, delivered as provided
in accordance with Subsection E(c) hereof.
24
<PAGE>
(g) Equal Rank.
All shares of Series B Preferred Stock shall be identical in
all respects, and all shares of Series B Preferred Stock shall be
of equal rank with shares of $2.875 Non-Voting Cumulative
Preferred Stock, Series A, in respect of the preference as to
dividends and to payments upon the Liquidation of the
Corporation.
25
<PAGE>
