<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report:
February 12, 1996
SALOMON INC
(Exact name of registrant as specified in its charter)
Delaware I-4346 22-1660266
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
Seven World Trade Center, New York, New York 10048
(Address of Principal Executive Offices) (Zip Code)
(212) 783-7000
(Registrant's Telephone No.)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements
NONE
(b) Pro Forma Financial Information
NONE
(c) Exhibits
4(a). Certificate of Designations of 8.40% Cumulative
Preferred Stock Series E of Salomon Inc
4(b). Form of Preferred Stock Certificate for 8.40%
Cumulative Preferred Stock, Series E of Salomon Inc
Page 2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Salomon Inc
(Registrant)
Date: February 12, 1996 by: /s/ Richard Carbone
Controller
Page 3
<PAGE>
EXHIBIT INDEX
Exhibit 4(a) - Certificate of Designations of 8.40% Cumulative Preferred
Stock, Series E of Salomon Inc
Exhibit 4(b) - Form of Preferred Stock Certificate for 8.40% Cumulative
Preferred Stock, Series E of Salomon Inc
Page 4
Exhibit 4(a)
CERTIFICATE OF DESIGNATIONS
8.40% CUMULATIVE PREFERRED STOCK, SERIES E
OF
SALOMON INC
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
Salomon Inc, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), hereby
certifies that the Board of Directors of the Corporation (the "Board of
Directors") and the Preferred Stock Issuance Committee of the Board of
Directors, pursuant to authority conferred upon the Board of Directors by
the provisions of the Certificate of Incorporation, as amended, of the
Corporation and by Section 151 of the General Corporation Law of the State
of Delaware, and pursuant to authority conferred upon the Preferred Stock
Issuance Committee of the Board of Directors by Section 141(c) of the
General Corporation law of the State of Delaware, by Article IV, Section 4
of the By-Laws of the Corporation and by the resolutions of the Board of
Directors set forth herein, have adopted the following resolutions creating
a series of preferred stock, without par value, of the Corporation,
designated as 8.40% Cumulative Preferred Stock, Series E:
1. The Board of Directors on March 7, 1990, adopted the following
resolutions authorizing the issuance and sale of up to 1,800,000 shares of
preferred stock, without par value, of the Corporation (defined therein as
the "Preferred Shares"), designating a Preferred Stock Issuance Committee of
the Board of Directors and authorizing such committee to act on behalf of
the Board of Directors in connection with the issuance and sale of such
preferred stock:
"NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby
authorized to obtain equity financing, which may be domestic or foreign
financing or a combination thereof, through the issuance and sale of
Preferred Shares; that . . . [the Preferred Stock Issuance] Committee shall
have all the powers and authority of the Board of Directors in connection
with the issuance of Preferred Shares except as otherwise required by
law . . .
FURTHER RESOLVED, that the Committee be and it hereby is
authorized to negotiate and determine . . . the terms and provisions of each
series of Preferred Shares to be issued and sold (including, but not limited
to, the aggregate purchase price for Preferred Shares of such series,
regardless of amounts due and payable upon redemption or liquidation of the
Company, the designation of such series of Preferred Shares, the number of
shares constituting such series, the dividend rate, whether dividends are
cumulative, the currency or currency unit in which such series of Preferred
Shares will be denominated or payable, the redemption provisions, including
limitations on prepayment and prepayment penalties, the provisions for a
sinking fund, the liquidation provisions, convertibility into shares of
common stock, par value $1, of the Company ("Common Shares"),
exchangeability for other equity or debt securities, and priority in
relation to all other equity securities of the Company) . . ."
2. The Board of Directors on May 14, 1991, adopted the following
resolution:
"NOW, THEREFORE, BE IT RESOLVED, that in addition to any voting
rights provided in the Corporation's Certificate of Incorporation, as it may
be amended or restated from time to time (the "Certificate of
Incorporation"), for all series of the Corporation's preferred stock, and
any voting rights provided by law, the holders of shares of each series of
preferred stock of the Corporation created by the Preferred Stock Issuance
Committee of the Board of Directors pursuant to the authority granted to
such committee in the resolutions adopted by the Board of Directors on
March 7, 1990 (each such
<PAGE>
series, the "Applicable Series") shall, unless otherwise determined by
resolution of the Board of Directors, have the following voting rights:
(a) So long as any shares of the Applicable Series shall be
outstanding and unless the consent or approval of a greater number of
shares shall then be required by law, without first obtaining the
consent or approval of the holders of at least two-thirds of the number
of then-outstanding shares of the Applicable Series, and all other
series of the Corporation's preferred stock, without par value
(collectively with the Applicable Series, the "Preferred Stock"),
voting as a single class, given in person or by proxy at a meeting at
which the holders of such shares shall be entitled to vote separately
as a class, the Corporation shall not: (i) authorize shares of any
class or series of stock having any preference or priority as to
dividends or upon liquidation ("Senior Stock") over the Preferred
Stock; (ii) reclassify any shares of stock of the Corporation into
shares of Senior Stock; (iii) authorize any security exchangeable for,
convertible into, or evidencing the right to purchase any shares of
Senior Stock; (iv) amend, alter or repeal the Certificate of
Incorporation to alter or change the preferences, rights or powers of
the Preferred Stock so as to affect the Preferred Stock adversely;
provided, however, that if any such amendment, alteration or repeal
would alter or change the preferences, rights or powers of one or more,
but not all, of the series of the Preferred Stock at the time
outstanding, the consent or approval of the holders of at least two-
thirds of the number of the outstanding shares of each such series so
affected, similarly given, shall be required in lieu of (or if such
consent is required by law, in addition to) the consent or approval of
the holders of at least two-thirds of the number of outstanding shares
of Preferred Stock as a class; or (v) effect the voluntary liquidation,
dissolution or winding up of the Corporation, or the sale, lease or
exchange of all or substantially all of the assets, property or
business of the Corporation, or the merger or consolidation of the
Corporation with or into any other corporation (except a wholly owned
subsidiary of the Corporation); provided, however, that no separate
vote of the holders of the Preferred Stock as a class shall be required
in the case of a merger or consolidation or a sale, exchange or
conveyance of all or substantially all of the assets, property or
business of the Corporation (such transactions being hereinafter in
this proviso referred to as a "reorganization") if (A) the resulting,
surviving or acquiring corporation will have after such reorganization
no stock either authorized or outstanding (except such stock of the
Corporation as may have been authorized or outstanding immediately
preceding such reorganization, or such stock of the resulting,
surviving or acquiring corporation as may be issued in exchange
therefor) ranking prior to, or on a parity with, the Preferred Stock or
the stock of the resulting, surviving or acquiring corporation issued
in exchange therefor and (B) each holder of shares of Preferred Stock
immediately preceding such reorganization will receive in exchange
therefor the same number of shares of stock, with substantially the
same preferences, rights and powers, of the resulting, surviving, or
acquiring corporation.
So long as any shares of Preferred Stock shall be outstanding and
unless the consent or approval of a greater number of shares shall then
be required by law, without first obtaining the consent or approval of
the holders of a majority of the number of such shares at the time
outstanding, given in person or by proxy at a meeting at which the
holders of such shares shall be entitled to vote separately as a class,
the Corporation shall not amend the provisions of its Certificate of
Incorporation so as to increase the amount of the authorized Preferred
Stock or so as to authorize any other stock ranking on a parity with
the Preferred Stock either as to payment of dividends or upon
liquidation.
(b) If on any date a total of six quarterly dividends on the
Applicable Series have fully accrued but have not been paid in full,
the holders of shares of the Applicable Series, together with the
holders of all other then-outstanding shares of any series of the
Preferred Stock (or any other series or class of the Corporation's
preferred stock) as to which series or class a total of six quarterly
dividends have fully accrued but have not been paid in full and which
such series or class shall be entitled to the rights described in this
paragraph (b) (collectively, "Defaulted Preferred Stock"), shall have
the right, voting together as a single class, to elect two directors.
Such right of the holders of Defaulted Preferred Stock to vote for the
election of such two directors may be exercised at any annual meeting
or at any special meeting called for such purpose as hereinafter
provided or
<PAGE>
at any adjournment thereof, or by the written consent, delivered to the
Secretary of the Corporation, of the holders of a majority of all
outstanding shares of Defaulted Preferred Stock, until dividends in
default on the outstanding shares of Defaulted Preferred Stock shall
have been paid in full (or such dividends shall have been declared and
funds sufficient therefor set apart for payment), at which time the
term of office of the two directors so elected shall terminate
automatically. So long as such right to vote continues (and unless
such right has been exercised by written consent of the holders of a
majority of the outstanding shares of Defaulted Preferred Stock as
hereinabove authorized), the Secretary of the Corporation may call,
and upon the written request of the holders of record of a majority of
the outstanding shares of Defaulted Preferred Stock addressed to him
at the principal office of the Corporation shall call, a special
meeting of the holders of such shares for the election of such two
directors as provided herein. Such meeting shall be held within 30
days after delivery of such request to the Secretary, at the place and
upon the notice provided by law and in the By-laws for the holding of
meetings of stockholders. No such special meeting or adjournment
thereof shall be held on a date less than 30 days before an annual
meeting of stockholders or any special meeting in lieu thereof. If at
any such annual or special meeting or any adjournment thereof the
holders of a majority of the then outstanding shares of Defaulted
Preferred Stock entitled to vote in such election shall be present or
represented by proxy, or if the holders of a majority of the
outstanding shares of Defaulted Preferred Stock shall have acted by
written consent in lieu of a meeting with respect thereto, then the
authorized number of directors shall be increased by two, and the
holders of the Defaulted Preferred Stock shall be entitled to elect
the two additional directors. Directors so elected shall serve until
the next annual meeting or until their successors shall be elected and
shall qualify, unless the term of office of the persons so elected as
directors shall have terminated under the circumstances set forth in
the second sentence of this paragraph (b). In case of any vacancy
occurring among the directors elected by the holders of the Defaulted
Preferred Stock as a class, the remaining director who shall have been
so elected may appoint a successor to hold office for the unexpired
term of the directors whose places shall be vacant. If both directors
so elected by the holders of Defaulted Preferred Stock as a class
shall cease to serve as directors before their terms shall expire, the
holders of the Defaulted Preferred Stock then outstanding and entitled
to vote for such directors may, by written consent as hereinabove
provided, or at a special meeting of such holders called as provided
above, elect successors to hold office for the unexpired terms of the
directors whose places shall be vacant.
(c) Except as provided herein or in the Certificate of
Incorporation, or as required by law, the holders of shares of the
Applicable Series shall have no voting rights and their consent shall
not be required for the taking of any corporate action."
3. The Board of Directors on May 3, 1995, adopted the following
resolution designating members of the Preferred Stock Issuance Committee of
the Board of Directors:
"RESOLVED, that Warren E. Buffett be, and he hereby is, designated
Chairman and the following Directors are hereby designated as members
of the Preferred Stock Issuance Committee, to serve at the pleasure of
the Board: Warren E. Buffett, Chairman, Robert E. Denham, Deryck C.
Maughan."
4. The Preferred Stock Issuance Committee of the Board of
Directors on February 6, 1996, adopted the following resolution:
"RESOLVED, that a series of the class of authorized Preferred
Stock, without par value, of the Corporation be hereby created, and that the
designation and amount thereof and the preferences and relative,
participating, optional and other special rights
<PAGE>
of the shares of such series, and the qualifications, limitations or
restrictions thereof are as follows:
SECTION 1. Designation and Amount. The shares of such series
shall be designated as the "8.40% Cumulative Preferred Stock, Series E" (the
"Series E Preferred Stock") and the number of shares constituting such
series shall be 500,000, which number may be increased or decreased by the
Board of Directors or a committee so authorized by the Board of Directors
without a vote of stockholders; provided, however, that such number may not
be decreased below the number of then currently outstanding shares of
Series E Preferred Stock.
SECTION 2. Dividend and Distributions. (a) The holders of
shares of Series E Preferred Stock, in preference to the holders of shares
of the Common Stock, par value $1 per share (the "Common Stock"), of the
Corporation and of any other capital stock of the Corporation ranking junior
to the Series E Preferred Stock as to payment of dividends, shall be
entitled to receive, when and as declared by the Board of Directors out of
net profits or net assets of the Corporation legally available for the
payment of dividends, cumulative cash dividends in the amount of $42.00 per
share, and no more, in equal quarterly payments on March 31, June 30,
September 30 and December 31 in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date which is at least 10 days after the date of
original issue of the Series E Preferred Stock; provided, however, that with
respect to such first Quarterly Dividend Payment Date, the holders of shares
of Series E Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors out of net profits or net assets of the
Corporation legally available for the payment of dividends, a cumulative
cash dividend in the amount of $5.60 per share (as to each holder of
shares, such dividend payment with respect to the aggregate number of shares
of Series E Preferred Stock held by such holder to be rounded down to the
nearest full cent), and no more.
(b) Dividends payable pursuant to paragraph (a) of this Section 2
shall begin to accrue and be cumulative from the date of original issue of
the Series E Preferred Stock. The amount of dividends so payable shall be
determined on the basis of twelve 30-day months and a 360-day year. Accrued
but unpaid dividends shall not bear interest. Dividends paid on the shares
of Series E Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding. The record date for the determination of holders of shares of
Series E Preferred Stock entitled to receive payment of a dividend declared
thereon shall be the close of business on the fifteenth day (whether or not
a business day) next preceding the Quarterly Dividend Payment Date or such
other date, no more than 60 days prior to the date fixed for the payment
thereof, as may be determined by the Board of Directors or a duly authorized
committee thereof.
SECTION 3. Certain Restrictions. (a) Whenever quarterly
dividends payable on shares of Series E Preferred Stock as provided in
Section 2 hereof are in arrears, thereafter and until all accrued and unpaid
dividends, whether or not declared, on the outstanding shares of Series E
Preferred Stock shall have been paid in full or declared and set apart for
payment, the Corporation shall not: (i) declare or pay dividends, or make
any other distributions, on any shares of Common Stock or other capital
stock ranking junior (either as to payment of dividends or distribution of
assets upon liquidation, dissolution or winding up) to the Series E
Preferred Stock ("Junior Stock"), other than dividends or distributions
payable in Junior Stock; (ii) declare or pay dividends, or make any other
distributions, on any shares of capital stock ranking on a parity (either as
to payment of dividends or distribution of assets upon liquidation,
dissolution or winding up) with the Series E Preferred Stock ("Parity
Stock"), other than dividends or distributions payable in Junior Stock,
except dividends paid ratably on the Series E Preferred Stock and all Parity
Stock on which dividends are payable or in arrears, in
<PAGE>
proportion to the total amounts to which the holders of all such shares are
then entitled; (iii) redeem or purchase or otherwise acquire for
consideration any shares of Junior Stock; provided, that the Corporation may
at any time redeem, purchase or otherwise acquire any shares of Junior Stock
in exchange for shares of Junior Stock; or (iv) redeem or purchase or
otherwise acquire for consideration any shares of Series E Preferred Stock or
Parity Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of
such shares upon such terms as the Board of Directors, after consideration of
the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series
or classes.
(b) The Corporation shall not permit any Subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
capital stock of the Corporation unless the Corporation could, pursuant to
paragraph (a) of this Section 3, purchase or otherwise acquire such shares
at such time and in such manner.
SECTION 4. Redemption. (a) The shares of Series E Preferred
Stock shall not be redeemed by the Corporation prior to March 31, 2001. The
Corporation at its option, may redeem shares of Series E Preferred Stock, as
a whole or in part, at any time or from time to time on or after March 31,
2001, at a price of $500 per share, plus an amount per share equal to all
accrued but unpaid dividends thereon, whether or not declared, to the date
fixed for redemption (hereinafter called the "redemption price"). The
Corporation's election to redeem shares of Series E Preferred Stock shall be
expressed by resolution of the Board of Directors. Any such redemption
shall be made upon not less than 30, nor more than 60, days' previous notice
to holders of record of the shares of Series E Preferred Stock to be
redeemed, given as hereinafter provided.
(b) If less than all shares of Series E Preferred Stock at the
time outstanding are to be redeemed, the shares to be redeemed shall be
selected pro rata or by lot, in such manner as may be prescribed by
resolution of the Board of Directors.
(c) Notice of any redemption of shares of Series E Preferred
Stock shall be given by publication in a newspaper of general circulation in
the Borough of Manhattan, The City of New York, such publication to be made
not less than 30 nor more than 60 days prior to the redemption date fixed by
the Board of Directors and specified therein. A similar notice shall be
mailed by the Corporation, postage prepaid, not less than 30 nor more than
60 days prior to such redemption date, addressed to the respective holders
of record of shares of Series E Preferred Stock to be redeemed at their
respective addresses as the same shall appear on the stock transfer records
of the Corporation, but the mailing of such notice shall not be a condition
of such redemption. In order to facilitate the redemption of shares of
Series E Preferred Stock, the Board of Directors may fix a record date for
the determination of shares of Series E Preferred Stock to be redeemed, not
more than 60 days nor less than 30 days prior to the date fixed for such
redemption.
(d) Notice having been given pursuant to paragraph (c) of this
Section 4, from and after the date specified therein as the date of
redemption, unless default shall be made by the Corporation in providing
moneys for the payment of the redemption price pursuant to such notice, all
dividends on the Series E Preferred Stock thereby called for redemption
shall cease to accrue, and from and after the date of redemption so
specified, unless default shall be made by the Corporation as aforesaid, or
from and after the date (if prior to the date of redemption so specified) on
which the Corporation shall provide the moneys for the payment of the
redemption price by depositing the amount thereof with a bank or trust
company doing business in the Borough of Manhattan, The City of New York,
and having a capital and surplus of at least $10,000,000, provided that the
notice of redemption shall state the intention of the Corporation to deposit
such amount on a date prior to the date of redemption so specified in such
notice, all rights of the holders thereof as stockholders of the
Corporation, except the right to receive the redemption
<PAGE>
price (but without interest), shall cease. Any interest allowed on moneys so
deposited shall be paid to the Corporation. Any moneys so deposited which
shall remain unclaimed by the holders of such Series E Preferred Stock at the
end of six years after the redemption date shall become the property of, and
be paid by such bank or trust company to, the Corporation.
SECTION 5. Reacquired Shares. Any shares of Series E Preferred
Stock redeemed, purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock, without par value, of the
Corporation and may be reissued as part of another series of Preferred
Stock, without par value, of the Corporation, subject to the conditions or
restrictions on issuance set forth herein, in the Certificate of
Incorporation, in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.
SECTION 6. Liquidation, Dissolution or Winding Up. (a) Upon any
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (i) to the holders of shares of Junior Stock, unless, prior
thereto, the holders of shares of Series E Preferred Stock shall have
received $500 per share, plus an amount per share equal to all accrued but
unpaid dividends thereon, whether or not declared, to the date of such
payment or (ii) to the holders of shares of Parity Stock, except
distributions made ratably on the Series E Preferred Stock and all such
Parity Stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up.
(b) Neither the consolidation, merger or other business
combination of the Corporation with or into any other Person or Persons, nor
the sale, lease, exchange or conveyance of all or any part of the property,
assets or business of the Corporation, shall be deemed to be a liquidation,
dissolution or winding up of the Corporation for purposes of this Section 6.
SECTION 7. Voting Rights. The holders of shares of Series E
Preferred Stock shall have the voting rights provided for in the resolution
adopted by the Board of Directors on May 14, 1991.
SECTION 8. Definitions. For the purposes of the Certificate of
Designations of the Series E Preferred Stock which embodies this resolution:
"Persons" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such
entity.
"Subsidiary" of any Person means any corporation or other entity
of which a majority of the voting power of the voting equity securities or
equity interest is owned, directly or indirectly, by such Person.
SECTION 9. Rank. The Series E Preferred Stock shall rank, with
respect to the payment of dividends and the distribution of assets, equally
with all shares of the Series A Cumulative Convertible Preferred Stock of
the Corporation, the 9.50% Cumulative Preferred Stock, Series C of the
Corporation and the 8.08% Cumulative Preferred Stock, Series D of the
Corporation and prior to all shares of the Series B Junior Participating
Preferred Stock of the Corporation."
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designations of 8.40% Cumulative Preferred Stock, Series E to be duly
executed by its
<PAGE>
Senior Vice President and attested to by its Secretary and has caused its
corporate seal to be affixed hereto, this 6th day of February, 1996.
SALOMON INC
by
--------------------------
[Seal]
Attest:
---------------------------
Secretary
Exhibit 4(b)
[Form of Face of Preferred Stock Certificate]
NUMBER SHARES
E
8.40% Cumulative 8.40% Cumulative
Preferred Stock, Preferred Stock,
Series E Series E
SALOMON INC SEE REVERSE FOR
CERTAIN DEFINITIONS
INCORPORATED UNDER THE LAWS OF THE
STATE OF DELAWARE
CUSIP 79549B 70 1
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY-PAID AND NON-ASSESSABLE SHARES OF 8.40% CUMULATIVE PREFERRED STOCK,
SERIES E, OF NO PAR VALUE PER SHARE OF
SALOMON INC
transferable on the books of the Corporation by the holder hereof in person,
or by duly authorized attorney, upon surrender of this certificate properly
endorsed. This certificate and the shares represented thereby are issued
and shall be subject to all of the provisions of the Certificate of
Incorporation of the Corporation as now or hereafter amended to all of which
the holder hereof by acceptance hereby assents. This certificate is not
valid unless countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated
/s/ Robert E. Denham COUNTERSIGNED AND REGISTERED:
CHAIRMAN AND CHIEF EXECUTIVE OFFICER FIRST CHICAGO TRUST COMPANY
OF NEW YORK
/s/ Arnold S. Olshin TRANSFER AGENT
SECRETARY AND REGISTRAR
[SEAL]
BY
AUTHORIZED OFFICER
<PAGE>
[Form of Reverse of Preferred Stock Certificate]
SALOMON INC
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS, THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF
THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT _______ Custodian
TEN ENT - as tenants by the _____ (Cust) (Minor)
entireties under Uniform Gifts to
JT TEN - as joint tenants with Minors Act __________
right of survivorship and (State)
not as tenants in common
Additional abbreviations may also be used though not in the above list.
For value received, ________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAXPAYER IDENTIFYING NUMBER OF ASSIGNEE
_____________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
_____________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint_______________________________________
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated _____________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
