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Exhibit 4.7
CERTIFICATE OF DESIGNATIONS
OF
6 5/8% CUMULATIVE PREFERRED STOCK, SERIES H
OF
THE CHASE MANHATTAN CORPORATION
Pursuant to Section 151 of the
General Corporation law of the State of Delaware
THE CHASE MANHATTAN CORPORATION, a corporation organized under
the laws of the State of Delaware (the "Corporation"), HEREBY CERTIFIES that the
following resolutions were duly adopted by the Board of Directors of the
Corporation at a meeting duly held and convened on September 12, 2000, and by
the Stock Committee of the Board of Directors by unanimous written consent
executed on , 2000, pursuant to the authority conferred upon the Board
of Directors by the provisions of the Restated Certificate of Incorporation of
the Corporation, which authorized the issuance of up to 200,000,000 shares of
preferred stock, par value $1.00 per share, and pursuant to authority conferred
upon the Stock Committee of the Board of Directors by Section 141(c) of the
General Corporation Law of the State of Delaware, by the By-Laws of the
Corporation and by resolutions of the Board of Directors adopted at a meeting
duly convened and held on September 12, 2000:
1. The Board of Directors on September 12, 2000 adopted the
following resolutions authorizing the Stock Committee of the Board of Directors
to act on behalf of the Board of Directors in connection with the issuance of
Preferred Stock pursuant to the terms and conditions of the Agreement and Plan
of Merger, dated as of September 12, 2000, between J.P. Morgan & Co.
Incorporated ("J.P. Morgan") and the Corporation, which provided for the merger
of J.P. Morgan with and into the Corporation, with the Corporation continuing as
the surviving corporation in the merger under the name "J.P. Morgan Chase &
Co.":
RESOLVED, that it is advisable and in the best interests of
The Chase Manhattan Corporation (the "Corporation") and its stockholders for the
Corporation to enter into the Agreement and Plan of Merger between the
Corporation and J.P. Morgan & Co. Incorporated, a Delaware corporation ("J.P.
Morgan"), substantially in the form presented to this Meeting (the "Merger
Agreement"), pursuant to which, among other things: (i) J.P. Morgan would merge
with and into the Corporation (the "Merger"); (ii) in accordance with the terms
and conditions of the Merger Agreement, each then outstanding share of common
stock, par value $2.50 per share, of J.P. Morgan ("J.P. Morgan Common Stock"),
other than shares which would be cancelled and retired and cease to exist as a
result of the Merger, would be converted into 3.70 fully paid and nonassessable
shares of common stock, par value $1.00 per share, of the Corporation (the
"Common Stock"); (iii) each then outstanding share of preferred stock, without
par value, of J.P. Morgan (the "J.P. Morgan Preferred Stock"), other than (A)
shares which would be cancelled and retired and cease to exist as a result of
the Merger and (B) shares as to which the holders have properly perfected any
rights of appraisal pursuant to Section 262 of the Delaware General Corporation
Law, shall be converted into a share of a corresponding series of preferred
stock, par value $1.00 per share, of the Corporation (the "Preferred Stock"), in
each case having substantially the same terms as the respective series of J.P.
Morgan Preferred Stock being so converted (such Preferred Stock of the
Corporation to be so issued being hereinafter referred to
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as the "Merger Preferred Stock"); and (iv) the Corporation's Certificate of
Incorporation would be amended pursuant to the Merger Agreement and by virtue of
the Merger to provide for (A) the change of the name of the Corporation to "J.P.
Morgan Chase & Co." and (B) the designation of each series of Merger Preferred
Stock; and further
RESOLVED, that subject to stockholder approval of the Merger
Agreement and to the filing with the Secretary of State of the State of Delaware
of the certificates of designations referred to below with respect to each
series of Merger Preferred Stock (collectively, the "Certificates of
Designation"), the issuance of such shares of Merger Preferred Stock in
accordance with the terms of the Merger Agreement be, and it hereby is,
authorized and, upon such issuance, such shares of Merger Preferred Stock shall
be validly issued, fully paid and nonassessable and free of preemptive rights;
and further
RESOLVED, that the maximum number of shares of each series of
Merger Preferred Stock authorized to be so issued in connection with the Merger
upon conversion of the respective series of J.P. Morgan Preferred Stock shall be
as follows: (i) up to 2,444,300 shares upon conversion of J.P. Morgan's
Adjustable Rate Cumulative Preferred Stock, Series A; (ii) up to 50,000 shares
upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series B;
(iii) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative
Preferred Stock, Series C; (iv) up to 50,000 shares upon conversion of J.P.
Morgan's Variable Cumulative Preferred Stock, Series D; (v) up to 50,000 shares
upon conversion of J.P. Morgan's Variable Cumulative Preferred Stock, Series E;
(vi) up to 50,000 shares upon conversion of J.P. Morgan's Variable Cumulative
Preferred Stock, Series F; and (vii) up to 400,000 shares upon conversion of
J.P. Morgan's 6.63% Cumulative Preferred Stock, Series H; and further
RESOLVED, that the voting powers, preferences and special
rights of each series of Merger Preferred Stock shall be substantially identical
to the voting powers, preferences and special rights applicable to, and
specified in the certificate of designations with respect to, the respective
series of J.P. Morgan Preferred Stock to be converted into such series of Merger
Preferred Stock pursuant to the Merger, and that the Certificate of Designation
for each series of Merger Preferred Stock shall provide for the voting rights
specified in the corresponding series of J.P. Morgan Preferred Stock; and
further
RESOLVED, that the Stock Committee of the Board of Directors
be, and it hereby is, authorized to approve, within the limits specified in the
foregoing resolutions, the form, terms and provisions of each Certificate of
Designation and to take such other actions as such committee deems necessary or
desirable to effect the issuance of the Merger Preferred Stock in accordance
with these resolutions.
2. The Stock Committee of the Board of Directors on ,
2000, pursuant to authority conferred upon the Stock Committee of the Board of
Directors by Section 141(c) of the General Corporation Law of the State of
Delaware, by Section 3.03 of the By-Laws of the Corporation and by the
resolutions of the Board of Directors set forth above, adopted the following
resolution:
"Resolved that pursuant to resolutions of the Board of
Directors of the Corporation adopted on September 12, 2000, the issue of up to
400,000 shares of Adjustable
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Rate Cumulative Preferred Stock, Series H, $1.00 par value, of the Corporation
is hereby authorized, and the designation, preferences and privileges, relative,
participating, optional and other special rights, and qualifications of all
400,000 shares of this series, in addition to those set forth in the Certificate
of Incorporation are hereby fixed as follows:
1. Designation. The designation of such preferred stock shall
be 6 5/8 % Cumulative Preferred Stock, Series H (hereinafter referred to as the
"Series H Preferred Stock") and the number of shares constituting such series is
400,000. Shares of the Series H Preferred Stock shall have a stated value of
$500 per share. The number of authorized shares of the Series H Preferred Stock
may be reduced by further resolution duly adopted by the by the Board of
Directors of the Corporation, the Stock Committee, or any other duly authorized
committee of the Board of Directors and by the filing of a certificate pursuant
to the provisions of the General Corporation Law of the State of Delaware
stating that such reduction has been so authorized but the number of authorized
shares of the Series H Preferred Stock shall not be increased.
2. Dividends. (a) Holders of shares of Series H Preferred
Stock shall be entitled to receive cash dividends when, as and if declared by
the Board of Directors of the Corporation, out of funds legally available
therefor, at a rate of 6 5/8% per annum on the stated value thereof in respect
of the Initial Dividend Period (as defined below) and each quarterly dividend
period thereafter, which quarterly dividend periods shall begin on January 1,
April 1, July 1 and October 1 of each year, commencing with the first such date
to occur after the effective time of the merger of J.P. Morgan & Co.
Incorporated with and into the Corporation pursuant to the Agreement and Plan of
Merger dated as of September 12, 2000 between the Corporation and J.P. Morgan &
Co. Incorporated (the "Effective Time"), and shall end on and include the day
next preceding the first day of the next dividend period. Such dividends shall
be cumulative from the first day of the Initial Dividend Period and shall be
payable, when, as and if declared by the Board of Directors on March 31, June
30, September 30 and December 31 of each year. The Initial Dividend Period is
the period commencing on the day following the most recent date prior to the
Effective Time on which a dividend was paid on the 6 5/8% Cumulative Preferred
Stock Series H of J.P. Morgan & Co. Incorporated (the "Morgan Series H Preferred
Stock") (or commencing on the day following the date of the Effective Time if
the date of the Effective Time was a dividend payment date) and ending on and
including the date next preceding the first day of the next quarterly dividend
period; provided, however, that in the event the Effective Time shall occur
after the record date for the payment of the regular quarterly dividend on the
Morgan Series H Preferred Stock, but prior to the payment date for such
dividend, then the Initial Dividend Period shall be the first of the quarterly
dividend periods described in the second preceding sentence. Each such dividend
shall be paid to the holders of record of shares of Series H Preferred Stock at
the close of business on the fifteenth day of the month next preceding the month
in which such dividend payment is made. Dividends as provided for in this
Paragraph 2, to the extent not declared and paid for any past dividend periods,
may be declared and paid at any time, without reference to any regular dividend
payment date, to holders of record on such date, not exceeding 45 days preceding
the payment date therefor, as may be fixed by the Board of Directors of the
Corporation, the Stock Committee, or any other duly authorized committee of the
Board of Directors. Dividends payable on the Series H Preferred Stock for any
period less than a full quarterly dividend period, and for the dividend period
beginning on the date of issuance of the shares of the Series H Preferred Stock,
shall be computed on the basis of a 360-day year consisting of twelve 30-day
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months. The amount of dividends payable on shares of the Series H Preferred
Stock for each full quarterly dividend period shall be computed by dividing the
annual dividend rate by four.
(b) No full dividends shall be declared or paid or set apart
for payment on Preferred Stock of any series ranking, as to dividends, on a
parity with the Series H Preferred Stock for any period unless full cumulative
dividends have been or contemporaneously are declared and paid or declared and a
sum sufficient for the payment thereof set apart for such payment on the Series
H Preferred Stock for all dividend payment periods terminating on or prior to
the date of payment of such full cumulative dividends. When dividends are not
paid in full, as aforesaid, upon the shares of the Series H Preferred Stock and
any other Preferred Stock ranking on a parity as to dividends with the Series H
Preferred Stock, all dividends declared upon shares of the Series H Preferred
Stock and any other Preferred Stock ranking on a parity as to dividends with the
Series H Preferred Stock shall be declared pro rata so that the amount of
dividends declared per share on the Series H Preferred Stock and such other
Preferred Stock shall in all cases bear to each other the same ratio that
accrued dividends per share on the shares of the Series H Preferred Stock and
such other Preferred Stock bear to each other. Holders of shares of the Series H
Preferred Stock shall not be entitled to any dividend, whether payable in cash,
property or stocks, in excess of full cumulative dividends, as herein provided,
on the Series H Preferred Stock. No interest, or sum of money in lieu of
interest, shall be payable in respect if any dividend payment of payments on the
Series H Preferred Stock which may in arrears.
3. Redemption. The Series H Preferred Stock shall not be
redeemable prior to March 31, 2006. On or after March 31, 2006, the Corporation,
at its option, with prior approval of the appropriate bank regulators, if so
required, may redeem the Series H Preferred Stock, as a whole or in part, at any
time or from time to time out of funds legally available therefor, at a
redemption price of $500 per share plus an amount equal to accrued and unpaid
dividends thereon to the date fixed for redemption.
In the event the Corporation shall redeem shares of Series H
Preferred Stock, notice of such redemption shall be given by first class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
redemption date, to each holder of record of the shares to be redeemed, at such
holder's address as the same appears on the stock register of the Corporation.
Each such notice shall state: (1) the redemption date; (2) the number of shares
of Series H Preferred Stock to be redeemed and, if less than all the shares held
by such holder are to be redeemed, the number of such shares to be redeemed from
such holder; (3) the redemption price; (4) the place or places where
certificates for such shares are to be surrendered for payment of the redemption
price; and (5) that dividends on the shares to be redeemed will cease to accrue
on such redemption date. Notice having been mailed as aforesaid, from and after
the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price) dividends on the shares
of the Series H Preferred Stock so called for redemption shall cease to accrue,
and said shares shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of the Corporation (except the right to
receive from the Corporation the redemption price) shall cease. Upon surrender
in accordance with said notice of the certificates for any shares so redeemed
(properly endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such shares shall
be redeemed by the Corporation at the redemption price aforesaid. If less than
all the outstanding shares of the Series H Preferred Stock are to be redeemed,
shares to be
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redeemed shall be selected by the Corporation from outstanding shares of Series
H Preferred Stock not previously called for redemption by lot or pro rata (as
nearly as may be) or by any other method determined by the Corporation in its
sole discretion to be equitable. A new certificate shall be issued representing
the unredeemed shares without cost to the holder thereof.
Notwithstanding the foregoing provisions of this Section 3, if
any dividends on the Series H Preferred Stock are in arrears, no shares of the
Series H Preferred Stock shall be redeemed unless all outstanding shares of the
Series H Preferred Stock are simultaneously redeemed, and the Corporation shall
not purchase or otherwise acquire any shares of such Series; provided, however,
that the foregoing shall not prevent the purchase or acquisition of shares of
the Series H Preferred Stock pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding shares of the Series H Preferred
Stock.
4. Shares to be Retired. All shares of the Series H Preferred
Stock redeemed by the Corporation shall be retired and canceled and shall not be
reissued as shares of Series H Preferred Stock and upon the filing of any
document required by the Delaware General Corporation Law shall be restored to
the status of authorized but unissued shares of preferred stock, without
designation as to series.
5. Conversion or Exchange. The holders of shares of the Series
H Preferred Stock shall not have any rights to convert such shares into or
exchange such shares for shares of any other class or classes or of any other
series of any class or classes of capital stock of the Corporation.
6. Voting. The Series H Preferred Stock shall have no voting
powers either general or special except as otherwise required by law and as
hereinafter provided in this Section 6.
If at the time of any annual meeting of stockholders for the
election of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of preferred stock are in default,
the number of directors constituting the Board of Directors of the Corporation
shall automatically be increased by two. The holders of record of the Series H
Preferred Stock, voting separately as a class with the holders of shares of any
one or more other series of preferred stock upon which like voting rights have
been conferred (including, without limitation, the Corporation's Adjustable Rate
Cumulative Preferred Stock, Series A (the "Series A Preferred Stock"), Variable
Cumulative Preferred Stock, Series B through F, 10.84% Cumulative Preferred
Stock, Adjustable Cumulative Preferred Stock, Series L, and Adjustable
Cumulative Preferred Stock, Series N (collectively, the "Outstanding Cumulative
Preferred Stock")), shall be entitled at said meeting of stockholders (and at
each subsequent annual meeting of stockholders), unless all dividends in arrears
have been paid or declared and set apart for payment prior thereto, to vote for
the election of two directors of the Corporation, the holders of record of the
Series H Preferred Stock and the Outstanding Cumulative Preferred Stock (other
than the Series A Preferred Stock) being entitled to cast one vote per share and
the holders of record of the Series A Preferred Stock being entitled to cast
one-tenth (1/10) of one vote per share, with the remaining directors of the
Corporation to be elected by the holders of record of shares of any other class
or classes or series of stock entitled to vote therefor. Until the default in
payments of all dividends which permitted the election of
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said directors shall cease to exist, any director who shall have been so elected
pursuant to the next preceding sentence may be removed at any time, without
cause, only by the affirmative vote of the holders of record of the shares of
preferred stock at the time entitled to cast a majority of the votes entitled to
be cast for the election of any such director at a special meeting of such
holders of record called for that purpose, and any vacancy in such directorship
thereby created or otherwise created may be filled only by the affirmative vote
of the holders of record of the shares of preferred stock at the time entitled
to cast a majority of the votes entitled to be cast for the election of any such
director. If and when such default shall cease to exist, the holders of record
of the Series H Preferred Stock and the holders of record of shares of any one
or more series of preferred stock upon which like voting rights have been
conferred (including, without limitation, the Outstanding Cumulative Preferred
Stock) shall be divested of the foregoing special voting rights, subject to
reinvesting in the event of each and every subsequent like default in payments
of dividends. Upon the termination of the foregoing special voting rights, the
terms of office of all persons who may have been elected directors pursuant to
said special voting rights will terminate, and the number of directors
constituting the Board of Directors shall be automatically reduced by two. For
the purposes of the foregoing, default in the payment of dividends for the
equivalent of six quarterly dividends means, in the case of Preferred Stock
which pays dividends either more or less frequently than every quarter, default
in the payment of dividends in respect of one or more Dividend Periods
containing in the aggregate not less than 540 days.
Unless the vote or consent of the holders of a greater number
of shares shall then be required by law, the consent of the holders of record of
at least 66 2/3% of all of the voting power of the Series H Preferred Stock and
all other shares of the same class at the time outstanding (including, without
limitation, the Outstanding Cumulative Preferred Stock and the Corporation's
Fixed/Adjustable Rate Noncumulative Preferred Stock (collectively with the
Outstanding Cumulative Preferred Stock, the "Other Preferred Stock")), given in
person or by proxy, either in writing or by a vote at a meeting called for that
purpose, voting as a class without regard to series, the holders of record of
the Series H Preferred Stock and the Other Preferred Stock (other than the
Series A Preferred Stock) being entitled to cast one vote per share and the
holders of record of the Series A Preferred Stock being entitled to cast
one-tenth (1/10) of one vote per share, shall be necessary for authorizing,
effecting or validating the amendment, alteration or repeal of any of the
provisions of the Restated Certificate of Incorporation or of any certificate
amendatory thereof or supplemental thereto (including any Certificate of
Designations, Rights and Preferences or any similar document relating to any
series of preferred stock) so as to materially adversely affect the preferences,
rights, powers or privileges of the Series H Preferred Stock and any other
shares of the same class (including, without limitation, the Other Preferred
Stock); provided, however, that in any case in which one or more, but not all,
series of Other Preferred Stock or Series H Preferred Stock or other series of
such class would be materially adversely affected as to the preferences, rights,
powers or privileges thereof, the affirmative consent of holders of record of
shares entitled to cast at least 66 2/3% of the votes entitled to be cast by the
holders of all of the shares of all of the series that would be adversely
affected, voting as a class, shall be required in lieu thereof.
Unless the vote or consent of the holders of record of a
greater number of shares shall then be required by law, the consent of the
holders of record of at least 66 2/3% of all of the voting power of the shares
of the Series H Preferred Stock and all shares of all other series of preferred
stock ranking on a parity (including, without limitation, the Other Preferred
Stock)
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with shares of the Series H Preferred Stock, either as to dividends or
upon liquidation, at the time outstanding, given in person or by proxy, either
in writing or by a vote at a meeting called for the purpose at which the holders
of record of shares of the Series H Preferred Stock, the Other Preferred Stock
and shares of such other series of preferred stock shall vote together as a
single class without regard to series, the holders of record of the Series H
Preferred Stock and the Other Preferred Stock (other than the Series A Preferred
Stock) being entitled to cast one vote per share and holders of record of Series
A Preferred Stock being entitled to cast one-tenth (1/10) of one vote per share,
shall be necessary to issue, authorize, or increase the authorized amount of, or
issue or authorize any obligation or security convertible into or evidencing a
right to purchase, any additional class or series of stock ranking prior to the
Series H Preferred Stock, Other Preferred Stock or such other preferred stock as
to dividends or upon liquidation.
7. Liquidation Preference. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of the Series H Preferred Stock shall be entitled to receive out of the
assets of the Corporation available for distribution to stockholders, before any
distribution of assets shall be made to the holders of Common Stock or of any
other shares of stock of the Corporation ranking as to such a distribution
junior to the Series H Preferred Stock, an amount equal to $500 per share plus
an amount equal to any accrued and unpaid dividends thereon (whether or not
earned or declared) to the date fixed for payment of such distribution. If upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the amounts payable with respect to the Series H Preferred Stock
and any other shares of stock of the Corporation ranking as to any such
distribution on a parity with the Series H Preferred Stock are not paid in full,
the holders of the Series H Preferred Stock and of such other shares shall share
ratably in any such distribution of assets of the Corporation in proportion to
the full respective preferential amounts to which they are entitled. After
payment to the holders of the Series H Preferred Stock of the full preferential
amounts provided for in this Section 7, the holders of the Series H Preferred
Stock shall be entitled to no further participation in any distribution of
assets by the Corporation.
Neither the sale, conveyance, exchange or transfer of all or
substantially all the property or business of the Corporation, the merger or
consolidation of the Corporation into or with any other corporation nor the
merger or consolidation of any other corporation into or with the Corporation
shall be deemed to be a dissolution, liquidation or winding up, voluntary or
involuntary, of the Corporation for the purposes of this Section 7.
8. Limitation on Dividends on Junior Ranking Stock. So long as
any of the Series H Preferred Stock shall be outstanding, the Corporation shall
not declare any dividends on the Common Stock of the Corporation or any other
stock of the Corporation ranking as to dividends or distribution of assets
junior to the Series H Preferred Stock (as defined below, the "Junior Stock"),
or make any payment on account of, or set apart money for, a sinking or other
analogous fund for the purchase, redemption or other retirement of any shares of
Junior Stock, or make any distribution in respect thereof, whether in cash or
property or in obligations or stock of the Corporation, other than Junior Stock
(such dividends, payments, setting apart and distributions being herein called
"Junior Stock Payments"), unless full cumulative dividends shall have been paid
or declared and set apart for payment upon all outstanding shares of preferred
stock other than Junior Stock, at the date of such declaration in the case of
any such
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dividend, or the date of such setting apart in the case of any such fund, or the
date of such payment or distribution in the case of any other Junior Stock
Payment.
9. Ranking of Stock of the Corporation. For purposes of this
resolution, any stock of any class or classes of the Corporation shall be deemed
to rank:
(1) prior to the shares of the Series H Preferred Stock,
either as to dividends or upon liquidation, if the holders of such class or
classes shall be entitled to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the Corporation, as
the case may be, in preference or priority to the holders of shares of the
Series H Preferred Stock;
(2) on a parity with shares of the Series H Preferred Stock,
either as to dividends or upon liquidation, whether or not the dividend rates,
dividend payment dates or redemption or liquidation prices per share or sinking
fund provisions, if any, be different from those of the Series H Preferred
Stock, if the holders of such stock shall be entitled to the receipt of
dividends or of amounts distributable upon dissolution, liquidation or winding
up of the Corporation, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority, one over
the other, as between the holders of such stock and the holders of shares of the
Series H Preferred Stock; and
(3) junior to shares of the Series H Preferred Stock, either
as to dividends or upon liquidation, if such class shall be Common Stock or if
the holders of shares of the Series H Preferred Stock shall be entitled to
receipt of dividends or of amounts distributable upon dissolution, liquidation
or winding up of the Corporation, as the case may be, in preference or priority
to the holders of shares of such class or classes."
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by Anthony J. Horan, Secretary of the Corporation, on
this ___ day of _______, 2000.
THE CHASE MANHATTAN CORPORATION
By:_____________________________________
Anthony J. Horan
Corporate Secretary
