SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
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
Securities to be registered pursuant to Section 12(g) of the
Act:
None
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
The description of the Registrant's $3.75 Convertible Preferred
Stock, Series B, a series of its Non-Voting Cumulative
Preferred Stock, par value $1.00 per share (the "Series B
Preferred Stock"), is set forth under the caption "Description
of Series B Preferred Shares" in the Registrant's Prospectus
Supplement (to be filed July 23, 1996 as an exhibit to the
Registrant's Current Report on Form 8-K, Commission File No. 1-
1550) to Prospectus dated May 1, 1996, forming a part of the
Registrant's Registration Statement on Form S-3 No.333-00789,
and such description, when filed, will be deemed to be
incorporated by reference herein.
Item 2. Exhibits.
The following exhibit is filed as part of this
registration statement:
2.1 -- Form of Certificate of Amendment to the Second
Restated Certificate of Incorporation of Chiquita
Brands International, Inc.
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.
/s/William A. Tsacalis
Vice President and Controller
July 23, 1996
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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.
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
<PAGE>
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:
(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
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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 __th day of July, 1996.
CHIQUITA BRANDS INTERNATIONAL, INC.
/s/William A. Tsacalis
Vice President and Controller
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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.
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(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.
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(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).
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(c) Conversions.
(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:
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(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:
<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
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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 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 3.333 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."
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(A) If the Corporation shall:
(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
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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 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 distributions and dividends
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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 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
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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 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
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<PAGE>
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).
(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 day s 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
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<PAGE>
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:
(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
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<PAGE>
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.
(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
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<PAGE>
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 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
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<PAGE>
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 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
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<PAGE>
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 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
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<PAGE>
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 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
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<PAGE>
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 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
23
<PAGE>
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 (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
24
<PAGE>
(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.
(g) Equal Rank.
All shares of Series B Preferred Stock shall be
identical in all respects, and all shares of Series B Preferred
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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.
