[TYPE]
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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
CROWN CORK & SEAL COMPANY, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1526444
(State of incorporation or organization) (I.R.S. Employer Identification No.)
9300 Ashton Road, Philadelphia, Pennsylvania 19136
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check of a concurrent registration
the following box. statement under the Securities
Act of 1933 pursuant to General
Instruction Act(c)(1) please check
the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
4.5% Convertible Preferred Stock, New York Stock Exchange
par value $41.8875 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Securities to be Registered
A description of the Registrant's 4.5% Convertible Preferred
Stock, par value $41.8875 per share, is set forth in the Prospectus
constituting a part of Registrant's Amendment No. 1 to Registration Statement
on Form S-4 (No. 33-64167) filed with the Securities and Exchange Commission
(the "Commission") on November 14, 1995, as such Prospectus is supplemented by
the Prospectus Supplement filed with the Commission pursuant to Rule 424(b) on
January 3, 1996, which description is incorporated herein by reference.
Item 2. Exhibits
Exhibit Number Description of Exhibit
3.1 Amended and Restated Articles of Incorporation
of Registrant.
3.2 Resolution fixing the terms of Registrant's 4.5%
Convertible Preferred Stock.
3.3 Bylaws of Registrant, as amended.
4 Specimen certificate for shares of Registrant's 4.5%
Convertible Preferred Stock.
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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, thereunto duly
authorized.
Dated: February 20, 1996
CROWN CORK & SEAL COMPANY, INC.
By: /s/ Alan W. Rutherford
Alan W. Rutherford
Executive Vice President
and Chief Financial Officer
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Index to Exhibits
Exhibit Number Description of Exhibit Page No.
3.1 Amended and Restated Articles of Incorporation
of Registrant. 5
3.2 Resolution fixing the terms of Registrant's 4.5%
Convertible Preferred Stock. 11
3.3 Bylaws of Registrant, as amended. 29
4 Specimen certificate for shares of Registrant's 4.5%
Convertible Preferred Stock. 42
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Exhibit 3.1
The Articles of Incorporation of the Corporation are amended and
restated in their entirety so as to read as follows:
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
CROWN CORK & SEAL COMPANY, INC.,
A PENNSYLVANIA CORPORATION
FIRST: The name of the corporation is Crown Cork & Seal
Company, Inc. The corporation is incorporated under the Pennsylvania Business
Corporation Law.
SECOND: The purposes of the corporation (hereinafter sometimes
called the Corporation) are to do any and all of the things hereinafter set
forth to the same extent as natural persons might or could do in any part of
the world, namely;
1. To manufacture, produce, purchase or otherwise acquire, sell or
otherwise dispose of (i) containers made from metal, glass, paper, rubber,
wood, plastics or other material, for liquids, solids, powder, cream, loose
pourables and other substances; (ii) crowns, caps, corks, seals and closures
of all kinds for containers; and (iii) machinery, equipment and component
parts for bottling, filling, closing, sealing and packaging bottles and other
containers of all kinds.
2. To carry on a general mercantile, manufacturing,
fabricating, metalworking, machinery, lithographing, printing and packaging
business.
3. To carry on the business of general merchants, brokers,
agents, dealers in, importers and exporters of, searchers for, workers in and
manufacturers of natural products, raw materials, manufactured products and
marketable goods, wares and merchandise of every kind, nature and description.
4. To apply for, purchase or in any manner to acquire; to hold,
own, use and operate; to sell or in any manner dispose of; to grant or license
other rights in respect of; and in any manner deal with any and all rights,
interests, inventions, improvements and processes used in connection with or
secured under letters patent or copyrights of the United States or other
countries or otherwise; and to work, operate or develop the same.
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5. To purchase, lease or otherwise acquire, and to hold, own,
sell or dispose of real and personal property of all kinds and in particular
lands, buildings, business concerns and undertakings, shares of stock,
mortgages, bonds, debentures, and other securities, merchandise, book debts
and claims, trademarks, trade names, and any interest in real or personal
property.
6. To guarantee the payment of dividends on any shares of the
capital stock of any corporation, joint stock company or association in which
the Corporation has or may at any time have an interest; to endorse or
otherwise guarantee the payment of the principal of, or interest on, any
scrip, bonds, coupons, mortgages, debentures, or other securities issued or
created by any corporation, joint stock company or associations in which the
Corporation have an interest, or whose shares or securities it owns; to become
surety for and to guarantee the carrying out or the performance of any and all
contracts of every kind or character of any corporation, joint stock company
or corporation in which the Corporation has an interest, or whose shares or
securities it owns; and to do any and all lawful things designed to protect,
preserve, improve or enhance the value of any such shares, scrip, voting trust
certificates, bonds, coupons, mortgages, debentures, securities or other
evidences of indebtedness of any corporation, joint stock company or
association in which the Corporation has an interest or whose shares or
securities it may own, and to make any guarantee which may be lawful for a
corporation organized under the Business Corporation Law.
7. To lend and borrow money; to draw, make, accept, endorse,
transfer, assign, execute and issue bonds, debentures, promissory notes, and
other evidences of indebtedness, and for the purpose of securing any of its
obligations or contracts to convey, transfer, assign, deliver, mortgage and
pledge all or any part of the property or assets at any time owned or held by
the Corporation, upon such terms and conditions as the Board of Directors
shall authorize and as may be permitted by law.
8. To acquire, hold, sell, reissue, or cancel any shares of its
own capital stock, provided, however, that the Corporation may not use any of
its funds or property for the purchase of its own shares of capital stock when
such use would cause any impairment of the capital of the Corporation, and
provided further, that the shares of its own capital stock belonging to the
Corporation shall not be voted directly or indirectly.
9. To undertake or assume the whole or any part of the bonds,
mortgages, franchises, leases, contracts, indebtedness, guaranties,
liabilities and obligations of any person, firm, association, corporation or
organization, and to purchase or otherwise acquire the whole or any part of
the property, assets, business, good-will and rights of any person, firm,
association, corporation or organization and to pay for the same or any part
or combination thereof in cash, shares of the capital stock, bonds,
debentures, debenture stock, notes and other obligations of the Corporation or
otherwise, or by undertaking and assuming the whole or any part of the
liabilities or obligations of the transferor; and to hold or in any manner
dispose of the whole or any part of the property and assets so acquired or
purchased, and to conduct in any lawful manner the whole or any part of the
business so acquired and to exercise all the powers necessary or convenient in
and about the conduct, management and carrying on of such business.
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10. To organize, incorporate and reorganize subsidiary
corporations and joint stock companies and associations for any purpose
permitted by law.
11. To sell, improve, manage, develop, lease, mortgage, dispose
of, or otherwise turn to account, or deal with all or any part of the property
of the Corporation.
12. To carry on business at any place or places within the
jurisdiction of the United States, and in any and all foreign countries, and
to purchase, hold, mortgage, convey, lease or otherwise dispose of and deal
with real and personal property at any such place or places.
13. To enter into, make, perform and carry out contracts of
every sort and kind which may be necessary or convenient for the business of
the Corporation or business of a similar nature, with any person, firm,
corporation (private, public or municipal), or body politic under the
government, or agency thereof, of the United States or any state, territory or
colony thereof or any foreign government, so far as, and to the extent that
the same may be done and performed by corporations organized under the
Business Corporation Law.
14. To do all and everything necessary, suitable or proper for
the accomplishment of any of the purposes, the attainment of any of the
objects or the furtherance of any of the powers hereinbefore set forth, either
alone or in connection with other corporations, firms or individuals, and
either as principals or as agents, and to do every other act or acts, thing or
things, incidental or appurtenant to or growing out of or connected with the
aforesaid objects, purposes or powers, or any of them.
15. The foregoing enumeration of specific powers shall not be
deemed to limit or restrict in any manner the general powers of the
Corporation, and the enjoyment and exercise thereof, as may now or hereafter
be conferred by the laws of the Commonwealth of Pennsylvania upon corporations
organized under the provisions of the Business Corporation Law.
THIRD: The total number of shares which may be issued by the
Corporation is 500,000,000 shares of Common Stock, at a par value per share of
$5.00 (the "Common Stock"), and 50,000,000 shares of Preferred Stock to be
used in the acquisition of CarnaudMetalbox (the "Acquisition Preferred Stock")
and 30,000,000 shares of Preferred Stock (the "Additional Preferred Stock"),
without par value.
A. Common Stock. The designations, voting powers, restrictions
and rights of the Common Stock are as follows:
1. Dividends. Holders of Common Stock will be entitled to
receive such dividends as may be declared by the Board of Directors.
2. Liquidation. In any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, after the debts of
the Corporation and obligations with respect to any issued and outstanding
shares of preferred stock shall have been paid or
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provided for, all of the remaining assets of the Corporation shall belong to
and shall be distributed ratably among the holders of the Common Stock.
3. Reacquired Shares. The Board of Directors shall have the
power to eliminate reacquired shares of Common Stock from the authorized
number of shares of the Corporation or to restore such shares to the status of
authorized but unissued shares.
4. Voting Rights. Except as may otherwise be required by
law in any case and as provided in a resolution of the Board of Directors
fixing voting rights pursuant to Section C below, the holders of shares of
Common Stock possess the exclusive voting powers of the Corporation. At every
meeting of stockholders of the Corporation, the holders of record of shares of
Common Stock entitled to vote thereat shall be entitled to one vote for each
share held. The holders of Common Stock shall not be entitled to cumulative
voting in the election of directors of the Corporation.
B. Capital Stock Generally. The following provisions shall apply
to all classes of the Corporation's capital stock:
1. Additional or Increased Stock. No holder of stock of the
Corporation of any class shall be entitled as of right to subscribe for any
additional or increased stock of any class or any obligations convertible into
any class or classes of stock, and the Corporation may, without offering any
such increased or additional stock or obligations to stockholders of any
class, sell or dispose of the same to such persons and for such consideration
permitted by law as the Board of Directors from time to time in its absolute
discretion determines.
2. Authorized Shares. The Corporation may issue and sell
its authorized shares, if any, without par value from time to time in the
absence of fraud in the transaction, for such consideration as may from time
to time be fixed by the Board of Directors, and sell and dispose of any stock
having a par value, for such consideration permitted by law, as the Board of
Directors may from time to time determine, without other authority, consent or
vote of the stockholders of the Corporation of any class or classes, except as
otherwise provided herein or under applicable law.
C. Preferred Stock.
1. Acquisition Preferred Stock. The following provisions
shall apply to Acquisition Preferred Stock:
(a) Designation. The unissued shares of Acquisition
Preferred Stock may be divided and issued at any time, as set forth in C.1(b)
below, in one or more classes or series of a class as may be designated by the
Board of Directors of the Corporation. The Board of Directors shall have the
full authority permitted by law to fix by resolution the designations, number
and the voting rights, preferences, privileges, limitations, restrictions,
conversion rights and other special or relative rights, if any, of any class
or any series of any class of the Acquisition Preferred Stock that may be
desired.
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(b) Issuance. Shares of Acquisition Preferred Stock
shall be issued solely to effect the acquisition by the Corporation of the
capital stock (and securities convertible into or exchangeable for such
capital stock) of CarnaudMetalbox, a societe anonyme organized under the laws
of the Republic of France. Following the initial issuance of Acquisition
Preferred Stock to effect the acquisition of CarnaudMetalbox, no further
shares of Acquisition Preferred Stock shall be issued and, in the event that
any shares of Acquisition Preferred Stock are authorized but unissued, the
number of authorized shares of Acquisition Preferred Stock shall be reduced
accordingly.
2. Additional Preferred Stock. The unissued shares of
Additional Preferred Stock may be divided and issued at any time and from time
to time in one or more classes or series of a class as may be designated by
the Board of Directors of the Corporation. The Board of Directors shall have
the full authority permitted by law to fix by resolution the designations,
number and the voting rights, preferences, privileges, limitations,
restrictions, conversion rights and other special or relative rights, if any,
of any class or any series of any class of the Additional Preferred Stock that
may be desired; provided, however, that such shares will rank on a parity with
or junior to Acquisition Preferred Stock and provided further that the shares
of any such class or series of a class shall not be entitled to more than one
vote per share when voting as a class with holders of the Corporation's Common
Stock.
FOURTH: The capital of the Corporation shall be at least equal
to the amount of the aggregate par value of all issued shares having par
value.
FIFTH: The registered office of the Corporation within the
Commonwealth is to be located in the City of Philadelphia, at 9300 Ashton
Road, Philadelphia, Pennsylvania 19136.
SIXTH: The duration of the Corporation is to be perpetual.
SEVENTH: Following the merger of Crown Cork & Seal Company,
Inc., a New York corporation into the Corporation, the number of the directors
of the Corporation is to be not less than ten (10) nor more than eighteen
(18), as may be provided in the by-laws from time to time. The directors need
not be stockholders of the Corporation.
EIGHTH: The following provisions are inserted for the
regulation of the business and for the conduct of the affairs of the
Corporation and its directors and stockholders:
1. The Board of Directors from time to time shall determine
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books of the Corporation or any
of them, except the stock book, shall be open to the inspection of the
stockholders, and no stockholder shall have the right to inspect any books
or documents of the Corporation except as conferred by statute or authorized
by the Board of Directors.
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2. A director of the Corporation shall not, in the absence of
fraud, be disqualified by his office from dealing or contracting with the
Corporation, either as a vendor, purchaser or otherwise, nor in the absence of
fraud shall, insofar as permitted by statute, any transaction or contract of
the Corporation be void or voidable or affected by reason of the fact that any
director, or any firm of which any director is a member, or any corporation of
which any director is an officer, director or stockholder, is in any way
interested in such transaction or contract, provided that at the meeting of
the Board of Directors or of a committee thereof having authority in the
premises to authorize or confirm said contract or transaction, the interest of
such director, firm or corporation is disclosed or made known, and there shall
be present a quorum of the Board of Directors or of the directors constituting
such committee, and such contract or transaction shall be approved by a
majority of such quorum, which majority shall consist of directors not so
interested or connected. Nor shall any director be liable to account to the
Corporation for any profit realized by him from or through any such
transaction or contract of the Corporation, ratified or approved as aforesaid,
by reason of the fact that he or any firm of which he is a member, or any
corporation of which he is a stockholder, director or officer, was interested
in such transaction or contract. Directors so interested may be counted when
present at meetings of the Board of Directors or of such committee for the
purpose of determining the existence of a quorum. Each and every person who
is or may become a director of the Corporation is hereby relieved from any
liability that might otherwise exist from those contracting with the
Corporation for the benefit of himself or any firm, association or corporation
in which he may be in any wise interested. Any contract, transaction or act
of the Corporation or the Board of Directors or of any committee which shall
be ratified by a majority in interest of a quorum of the stockholders having
voting power, shall, insofar as permitted by statute, be as valid and as
binding as though ratified by every stockholder of the Corporation; but this
shall not be construed as requiring the submission of any contract to the
stockholders for approval.
3. The Board of Directors shall have power from time to time to
fix and determine and vary the amount to be set aside from the earnings of the
Corporation as working capital before making payment of any dividends on any
class of stock or any distribution of profits; and before making payment of
any dividends on any stock or any distribution of profits, the Board of
Directors may set aside out of the profits of the Corporation such sum or sums
as it may from time to time in its absolute discretion think proper, whether
as additional working capital, as a fund for the payment and retirement of the
indebtedness of the Corporation, whether funded or otherwise, or as a surplus
fund for such corporate purposes as the Board shall think conducive to the
best interests of the Corporation.
4. The Board of Directors shall have power to hold their
meetings in or outside the Commonwealth of Pennsylvania, in such places as
from time to time may be designated by the By-Laws or by resolution of the
Board of Directors.
NINTH: The Corporation reserves the right to amend, alter,
change or repeal any provision herein contained in the manner named, or
hereafter prescribed by law, and all rights conferred upon stockholders
hereunder are granted subject to this provision.
TENTH: Subchapter E, Control Transactions, of Chapter 25 of
the Pennsylvania Business Corporation Law, as amended, shall not be applicable
to the Corporation.
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Exhibit 3.2
Terms of 4.5% Convertible Preferred Stock
The designation and number, voting rights, preferences, privileges,
limitations, restrictions, conversion and other special or relative rights of
the new series of Preferred Stock of the Corporation are as follows:
1. Designation and Amount. The shares of such series shall be
designated as "4.5% Convertible Preferred Stock" (the "4.5% Preferred Stock")
and the number of shares constituting such series shall be 50,000,000. The
par value of the 4.5% Preferred Stock shall be $41.8875 per share.
2. Rank. All shares of 4.5% Preferred Stock shall, with respect to
dividend rights and rights upon liquidation, dissolution and winding-up, rank
senior to all of the Corporation's now or hereafter issued Junior Securities
(as hereinafter defined) and on a parity with the Parity Securities (as
hereinafter defined), unless the issuance of a new class of preferred stock
that ranks senior in respect of dividend rights or rights upon liquidation,
dissolution and winding-up is specifically approved by the holders of 4.5%
Preferred Stock as provided under Section 6(d). The Common Stock and other
equity securities (other than any senior securities specifically approved by
the holders of 4.5% Preferred Stock as provided under Section 6(d)) of the
Corporation shall be "Junior Securities" for all purposes hereunder unless,
with respect to any class of equity securities other than the Common Stock
such securities expressly provide that they rank on a parity with the 4.5%
Preferred Stock with respect to dividends and upon liquidation, dissolution or
winding-up, in which case such class of equity securities shall be "Parity
Securities". The terms of the 4.5% Preferred Stock do not restrict the
creation of Junior Securities and Parity Securities other than as provided in
Section 6(d).
3. 4.5% Preferred Dividends. The holders of 4.5% Preferred Stock
shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds at the time legally available therefor, dividends at
the rate of $1.8848 per annum per share (the "4.5% Preferred Dividends"), and
no more, which shall be fully cumulative and shall be payable in cash (except
as provided in Section 5(i)) quarterly in arrears on February 20, May 20,
August 20 and November 20 of each year (each a "Dividend Payment Date")
(except that if any such date is a Saturday, Sunday or legal holiday, then
such dividend shall be payable on the next day that is not a Saturday, Sunday
or legal holiday) to holders of record as they appear upon the stock transfer
books of the Corporation on such record dates, not more than sixty days nor
less than ten days preceding the respective Dividend Payment Dates, as are
fixed by the Board of Directors (or, to the extent permitted by applicable
law, a duly authorized committee thereof).
The first dividend period shall be from the date of initial issuance of
the 4.5% Preferred Stock to, but excluding, the first Dividend Payment Date
occurring in 1996 (except that if the date of initial issuance occurs within
20 days prior to such Dividend Payment Date, the first dividend period shall
be from the date of initial issuance to, but excluding, the next following
Dividend Payment Date) and the first Dividend Payment Date in respect of the
4.5% Preferred Stock shall be the first Dividend Payment Date occurring in
1996 (or if the date of initial issuance occurs within 20 days prior to such
date, the next following Dividend Payment Date). Dividends
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on the 4.5% Preferred Stock shall accrue (whether or not declared and
whether or not such amounts would be available, legally or otherwise, at that
time for distribution to holders of 4.5% Preferred Stock) on a daily basis from
the date of original issuance of the 4.5% Preferred Stock or from the most
recent Dividend Payment Date to which full dividends have been paid. Dividends
will cease to accrue in respect of any shares of the 4.5% Preferred Stock on
the effective date of a mandatory conversion pursuant to Section 5(e) or on
the date of their earlier voluntary conversion. Dividends (or cash amounts
equal to accrued and unpaid dividends) payable on the 4.5% Preferred Stock for
any period shorter than a quarterly dividend period shall be computed on the
basis of a 360-day year of twelve 30-day months.
For purposes hereof, the term "legal holiday" shall mean any day on
which banking institutions are authorized to close in New York, New York or in
Philadelphia, Pennsylvania. Subject to the next Paragraph of this Section 3,
payments on account of accrued and unpaid dividends for any past dividend
period may be declared and paid at any time, without reference to any regular
Dividend Payment Date. The amount of dividends payable per share of 4.5%
Preferred Stock for each quarterly dividend period shall be computed by
dividing the annual dividend amount by four. No interest shall be payable in
respect of any accrued and unpaid dividends on the 4.5% Preferred Stock.
Holders of the shares of 4.5% Preferred Stock, as such, shall not be entitled
to any dividends, whether payable in cash, property or stock, in excess of
full cumulative cash dividends as provided in this Section 3.
No dividends or other distributions shall be declared, paid or set apart
for payment or otherwise made on shares of any Junior Securities (other than a
dividend or distribution paid solely in shares of, or warrants, rights or
options exercisable for or convertible into Junior Securities), unless and
until all accrued and unpaid dividends on the 4.5% Preferred Stock for all
dividend payment periods ending on or before the payment date of such dividend
or other distribution on Junior Securities shall have been paid or declared
and set apart for payment.
No payment in cash or otherwise on account of the purchase, redemption,
retirement or other acquisition of shares of Junior Securities shall be made
unless and until all accrued and unpaid dividends on the 4.5% Preferred Stock
for all dividend payment periods ending on or before such payment in respect
of such Junior Securities shall have been paid or declared and set apart for
payment; provided, however, that the restrictions set forth in this sentence
shall not apply to the purchase or other acquisition of Junior Securities (A)
pursuant to any employee or director incentive or benefit plan or arrangement
(including any employment, severance or consulting agreement) of the
Corporation or any subsidiary of the Corporation heretofore or hereafter
adopted, (B) solely in exchange for or upon conversion into Junior Securities
or (C) pursuant to a redemption at the stated redemption price of any rights
granted to holders of Common Stock pursuant to a stockholder rights plan.
No full dividends shall be declared, paid or set apart for payment on
shares of any class or series of the Parity Securities for any period unless
full cumulative dividends have been, or
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contemporaneously are, paid or declared and set apart for such payment on the
4.5% Preferred Stock for all dividend payment periods ending on or before the
payment date of such full dividends on Parity Securities. No dividends may be
paid on Parity Securities except on dates on which dividends are paid on the
4.5% Preferred Stock. If dividends are not paid or set apart in full upon the
shares of 4.5% Preferred Stock and any Parity Securities, all dividends paid or
declared and set apart for payment on the 4.5% Preferred Stock and the Parity
Securities shall be paid or declared and set apart for payment pro rata so that
the amount of dividends paid or declared and set apart for payment per share on
the 4.5% Preferred Stock and the Parity Securities on any date shall in all
cases bear to each other the same ratio that accrued and unpaid dividends to
the date of payment on the 4.5% Preferred Stock and the Parity Securities bear
to each other.
No payment on account of the purchase, redemption, retirement or other
acquisition of shares of Parity Securities shall be made, and, other than
dividends to the extent permitted by the preceding Paragraph, no distributions
shall be declared, paid or set apart for payment or otherwise made on shares
of Parity Securities, unless and until all accrued and unpaid dividends on the
4.5% Preferred Stock for all dividend payment periods ending on or before such
payment in respect of, or the payment date of such distribution on, such
Parity Securities shall have been paid or declared and set apart for payment;
provided, however, that the restrictions set forth in this sentence shall not
apply to the purchase or other acquisition of Parity Securities (A) pursuant
to any Employee or director incentive or benefit plan or arrangement
(including any employment, severance or consulting agreement) of the
Corporation or any subsidiary of the Corporation hereafter adopted, (B) solely
in exchange for or upon conversion into other Parity Securities or Junior
Securities or (C) pursuant to a redemption at the stated redemption price of
any rights granted to holders of Common Stock pursuant to a stockholder rights
plan.
Subject to the foregoing provisions, the Board of Directors may declare
and the Corporation may pay or set apart for payment dividends and other
distributions on any Junior Securities or Parity Securities, and may redeem,
purchase or otherwise acquire any Junior Securities or Parity Securities, and
the holders of the 4.5% Preferred Stock shall not be entitled to share
therein.
Any dividend payment made on shares of the 4.5% Preferred Stock shall
first be credited against the earliest accrued but unpaid dividend due with
respect to shares of the 4.5% Preferred Stock.
All dividends paid with respect to shares of the 4.5% Preferred Stock
pursuant to this Section 3 shall be paid pro rata to the holders entitled
thereto.
Holders of shares of the 4.5% Preferred Stock shall be entitled to
receive the dividends provided for in this Section 3 in preference to and in
priority over any dividend upon any of the Junior Securities.
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4. Liquidation Preference. In the event of a liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of shares of 4.5% Preferred Stock shall be entitled
to receive out of the assets of the Corporation available for distribution to
stockholders an amount per share of 4.5% Preferred Stock equal to all
dividends accrued and unpaid on such share to (but not including) the date of
final distribution to such holders, whether or not declared, without interest,
plus a sum equal to $41.8875 per share, before any payment shall be made or
any assets distributed in respect of such Junior Securities.
If the assets of the Corporation available for distribution to
stockholders are not sufficient to pay in full the liquidation payments
payable to the holders of outstanding shares of 4.5% Preferred Stock (as
provided in the preceding Paragraph of this Section 4) and any Parity
Securities, then the holders of such shares shall share ratably in such
distribution of assets in accordance with the amounts which would be payable
on such distribution if the amounts to which the holders of outstanding shares
of 4.5% Preferred Stock and the holders of outstanding shares of such Parity
Securities are entitled were paid in full.
Except as provided in this Section 4, holders of 4.5% Preferred Stock,
as such, shall not be entitled to any distribution in the event of
liquidation, dissolution or winding up of the affairs of the Corporation.
For the purposes of this Section 4, none of the following shall be
deemed to be a voluntary or involuntary liquidation, dissolution or winding up
of the Corporation:
(i) the voluntary sale, conveyance, lease, exchange or transfer
(for cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the Corporation;
(ii) the consolidation or merger of the Corporation with or into
one or more other corporations, or other associations;
(iii) the consolidation or merger of one or more corporations or
other associations with or into the Corporation;
(iv) the participation by the Corporation in a share exchange; or
(v) the division of the Corporation pursuant to 15 Pa. C.S.
Subch. 19D.
5. Conversion Privilege.
(a) Right of Conversion. At any time after the date of initial
issuance of the 4.5% Preferred Stock, each share of 4.5% Preferred Stock shall
be convertible at the option of the holder thereof into fully paid and
nonassessable shares of Common Stock, at the rate of that number of shares of
Common Stock for each full share of 4.5% Preferred Stock that is equal to
$41.8875 divided by the conversion price applicable per share of Common Stock.
For purposes of this Section 5, the "conversion price" applicable per share of
Common Stock shall initially be equal to $45.9715 and shall be adjusted from
time to time in accordance with the provisions of this Section 5.
</PAGE>
<PAGE>15
(b) Conversion Procedures. Any holder of shares of 4.5%
Preferred Stock desiring to convert such shares into Common Stock shall
surrender the certificate or certificates evidencing such shares of 4.5%
Preferred Stock at the office of the transfer agent for the 4.5% Preferred
Stock, which certificate or certificates, if the Corporation shall so require,
shall be duly endorsed to the Corporation or in blank, or accompanied by
proper instruments of transfer to the Corporation or in blank, accompanied by
irrevocable written notice to the Corporation that the holder elects so to
convert such shares of 4.5% Preferred Stock and specifying the name or names
(with address or addresses) in which a certificate or certificates evidencing
shares of Common Stock are to be issued.
The Corporation shall, as soon as practicable after such surrender
of certificates evidencing shares of 4.5% Preferred Stock accompanied by the
written notice and compliance with any other conditions herein contained,
deliver at such office of such transfer agent to the person for whose account
such shares of 4.5% Preferred Stock were so surrendered, or to the nominee or
nominees of such person, certificates evidencing the number of full shares of
Common Stock to which such person shall be entitled as aforesaid, together
with a cash adjustment without interest in respect of any fraction of a share
of Common Stock as hereinafter provided. Such conversion shall be deemed to
have been made on the date of such surrender of the shares of 4.5% Preferred
Stock to be converted (the "Surrender Date"), and the person or persons
entitled to receive the Common Stock deliverable upon conversion of such 4.5%
Preferred Stock shall be treated for all purposes as the record holder or
holders of such Common Stock on such date.
In the event that fewer than all shares of 4.5% Preferred Stock
represented by a surrendered certificate are to be converted hereunder, a new
certificate shall be issued at the expense of the Corporation representing the
shares of 4.5% Preferred Stock not so converted. No interest will be payable
with respect to any cash adjustment paid with respect to any fractional shares
of Common Stock as hereinafter provided. No holder of a certificate or
certificates which immediately prior to the Surrender Date represented shares
of outstanding 4.5% Preferred Stock shall have any rights as a holder of such
Common Stock, including without limitation voting rights or the right to
receive any dividend or other distribution from the Corporation with respect
to any Common Stock, until surrender of such certificate or certificates that
prior to the Surrender Date represented such shares of 4.5% Preferred Stock in
exchange for a certificate or certificates representing such Common Stock.
Effective on the day following the Surrender Date, dividends shall
cease to accrue on any shares of 4.5% Preferred Stock surrendered for
conversion, such shares of 4.5% Preferred Stock shall no longer be deemed
outstanding, all rights of the holders thereof as preferred stockholders of
the Corporation shall cease (other than the right to receive dividends
declared payable to holders of record of 4.5% Preferred Stock on a record date
prior to the Surrender Date) and thereupon the certificate or certificates
theretofore representing such shares of 4.5% Preferred Stock shall represent
only the right to receive the Common Stock deliverable upon conversion in
respect thereof.
(c) Adjustment of Conversion Price. The conversion price at
which a share of 4.5% Preferred Stock is convertible into Common Stock shall
be subject to adjustment from time to time as follows:
</PAGE>
<PAGE>16
(1) In case at any time after the date of original
issuance of the 4.5% Preferred Stock, the Corporation shall pay or make
a dividend or other distribution to all holders of its Common Stock or
other Junior Securities of the Corporation in shares of Common Stock,
the conversion price in effect at the opening of business on the
business day following the date fixed for the determination of
stockholders entitled to receive such dividend or other distribution
shall be reduced by multiplying such conversion price by a fraction of
which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such
determination and the denominator shall be the sum of such number of
shares and the total number of shares constituting such dividend or
other distribution, such reduction to become effective immediately prior
to the opening of business on the day following the date fixed for such
determination. For the purposes of this Subparagraph (1), the number of
shares of Common Stock at any time outstanding shall not include shares
held in the treasury of the Corporation but shall include shares
issuable in respect of scrip certificates issued in lieu of fractions of
shares of Common Stock. The Corporation will not pay any dividend or
make any distribution on shares of Common Stock held in the treasury of
the Corporation.
(2) In case at any time after the date of original
issuance of the 4.5% Preferred Stock, the Corporation shall issue rights
or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock at a price per share
less than the current market price per share (determined as provided in
Subparagraph (6) of this Paragraph) of the Common Stock on the date
fixed for the determination of stockholders entitled to receive such
rights or warrants, the conversion price in effect at the opening of
business on the day following the date fixed for such determination
shall be reduced by multiplying such conversion price by a fraction of
which the numerator shall be the number of shares of Common Stock
outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of shares of Common
Stock so offered for subscription or purchase would purchase at such
current market price (determined by multiplying such total number of
shares by the exercise price of such rights or warrants and dividing the
product so obtained by such current market price) and the denominator
shall be the number of shares of Common Stock outstanding at the close
of business on the date fixed for such determination plus the number of
shares of Common Stock so offered for subscription or purchase, such
reduction to become effective immediately prior to the opening of
business on the day following the date fixed for such determination.
For the purposes of this Subparagraph (2), the number of shares of
Common Stock at any time outstanding shall not include shares held in
the treasury of the Corporation but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of
Common Stock. The Corporation will not issue any rights or warrants in
respect of shares of Common Stock held in the treasury of the
Corporation. The foregoing provision shall not apply to issuances of
rights pursuant to a stockholder rights plan provided that such rights
are issued together with the Common Stock upon conversion of the 4.5%
Preferred Stock. In the event that all the shares of Common Stock
offered for subscription or purchase are not delivered upon the exercise
of such rights or warrants, upon the expiration of such rights or
warrants the conversion price shall be adjusted to the conversion price
which would have been in effect had the numerator and the denominator of
the foregoing fraction and the resulting adjustment been made based upon
the number of shares of Common Stock actually delivered upon the
exercise of such rights or warrants rather than upon the number of
shares of Common Stock offered for subscription or purchase; provided,
however, that no such readjustment upon expiration of such rights or
warrants shall affect the number of shares of Common Stock issued upon
any conversion of 4.5% Preferred Stock prior to such readjustment.
</PAGE>
<PAGE>17
(3) In case at any time after the date of original
issuance of the 4.5% Preferred Stock, outstanding shares of Common Stock
shall be subdivided into a greater number of shares of Common Stock, the
conversion price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be
proportionately reduced, and, conversely, in case at any time after the
date of original issuance of the 4.5% Preferred Stock outstanding shares
of Common Stock shall each be combined into a smaller number of shares
of Common Stock, the conversion price in effect at the opening of
business on the day following the day upon which such combination
becomes effective shall be proportionately increased, such reduction or
increase, as the case may be, to become effective immediately prior to
the opening of business on the day following the day upon which such
subdivision or combination becomes effective.
(4) In case at any time after the date of original
issuance of the 4.5% Preferred Stock, the Corporation shall, by dividend
or otherwise, distribute to all holders of its Common Stock evidences of
its indebtedness or assets (including securities, but excluding (i) any
rights or warrants referred to in Subparagraph (2) of this Paragraph,
(ii) any dividend or distribution in cash solely out of the retained
earnings of the Corporation (retained earnings of the Corporation for
this purpose being calculated at any date to exclude the one-time impact
of the Corporation's adopting changes in accounting principles required
by changes in (x) United States generally accepted accounting principles
or (y) the application or interpretation of United States generally
accepted accounting principles by any applicable governmental or
regulatory authority, provided that only changes occurring in the fiscal
year with respect to which retained earnings is being determined shall
be excluded for this purpose) and (iii) any dividend or distribution
referred to in Subparagraph (1) of this Paragraph), then in each such
case, unless the Corporation elects to reserve shares or other units of
such securities or assets for distribution to the holders of the 4.5%
Preferred Stock upon the conversion of the shares of 4.5% Preferred
Stock so that any holder of 4.5% Preferred Stock will receive upon such
conversion, in addition to the shares of the Common Stock to which such
holder is entitled, the kind and amount of such securities or assets
which such holder would have received if such shares of 4.5% Preferred
Stock had been converted into shares of Common Stock immediately prior
to the date fixed for the determination of stockholders entitled to
receive such distribution, the conversion price shall be adjusted so
that the same shall equal the price determined by multiplying the
conversion price in effect immediately prior to the close of business on
the date fixed for the determination of stockholders entitled to receive
such distribution by a fraction of which the numerator shall be the
current market price per share (determined as provided in Subparagraph
(6) of this Paragraph) of the Common Stock on the date fixed for such
determination less the then fair market value (as determined by the
Board of Directors, whose determination, if made in good faith, shall be
conclusive and described in a resolution of the Board of Directors filed
with the transfer agent for the 4.5% Preferred Stock and mailed to the
holders of record of the 4.5% Preferred Stock) on the date fixed for
such determination of the portion of the assets or evidences of
indebtedness so distributed applicable to one share of Common Stock and
the denominator shall be such current market price per share of the
Common Stock, such adjustment to become effective immediately prior to
the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such distribution.
</PAGE>
<PAGE>18
(5) The reclassification of Common Stock into securities
other than Common Stock (other than any reclassification upon a
consolidation or merger to which Section 5(f) applies) shall be deemed
to involve (a) a distribution of such securities other than Common Stock
to all holders of Common Stock (and the effective date of such
reclassification shall be deemed to be "the date fixed for the
determination of stockholders entitled to receive such distribution" and
"the date fixed for such determination" within the meaning of
Subparagraph (4) of this Paragraph), and (b) a subdivision or
combination, as the case may be, of the number of shares of Common Stock
outstanding immediately prior to such reclassification into the number
of shares of Common Stock, if any, outstanding immediately thereafter
(and the effective date of such reclassification shall be deemed to be
"the day upon which such subdivision becomes effective" or "the day upon
which such combination becomes effective", as the case may be, and "the
day upon which such subdivision or combination becomes effective" within
the meaning of Subparagraph (3) of this Paragraph).
(6) For the purpose of any computation under Subparagraphs
(2) and (4) of this Paragraph, the current market price per share of
Common Stock on any day shall be deemed to be the average of the "market
prices" (as defined below) for shares of Common Stock for any five
consecutive Business Days selected by the Corporation commencing not
more than 20 Business Days before the date in question, provided,
however, that if the "ex" date (as defined later in this Subparagraph
(6)) for any event (other than the issuance or distribution requiring
such computation) that requires an adjustment to the conversion price
pursuant to Subparagraph (1), (2), (3) or (4) above occurs on or after
the 20th Business Day prior to the day in question and prior to the "ex"
date for the issuance or distribution requiring such computation, the
market price for each Business Day prior to the "ex" date for such other
event shall be adjusted by multiplying such market price by the same
fraction by which the conversion price is required to be adjusted as a
result of such other event. For purposes of this Paragraph, the term
"'ex' date", (i) when used with respect to any issuance or distribution,
means the first day on which the Common Stock trades regular way on the
relevant exchange or in the relevant market from which the market price
was obtained without the right to receive such issuance or distribution
and (ii) when used with respect to any subdivision or combination of
shares of Common Stock, means the first date on which the shares of
Common Stock trade regular way on such exchange or in such market after
the time at which such subdivision or combination becomes effective.
The term "market price" as used in this Paragraph means, the last
reported sales price regular way or, in case no such reported sale takes
place on such day, the average of the reported closing bid and asked
prices regular way, in either case of the Common Stock on the New York
Stock Exchange or, if the Common Stock is not listed or admitted to
trading on such exchange, on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on
the National Association of Securities Dealers Automated Quotations
National Market System or, if the Common Stock is not listed or admitted
to trading on any national securities exchange or quoted on such
National Market System, the average of the closing bid and asked prices
in the over-the-counter market as furnished by any New York Stock
Exchange member firm selected from time to time by the Corporation for
that purpose. If none of the conditions set forth above is met, the
closing price of Common Stock on any day or the average of such closing
prices for any period shall be the fair market value of such class of
stock as determined by a member firm of the New York Stock Exchange,
Inc. selected by the Corporation.
</PAGE>
<PAGE>19
(7) In any case in which this Paragraph shall require that
an adjustment be made immediately following a record date, the
Corporation may elect to defer the implementation of such adjustment
(but in no event until a date later than the effective time of the event
giving rise to such adjustment), in which case the Corporation shall,
with respect to any share of 4.5% Preferred Stock converted after such
record date and before such adjustment shall have become implemented (i)
defer paying any cash payment pursuant to Paragraph (d) below in respect
of fractional shares or issuing to the holder of such share of 4.5%
Preferred Stock the number of shares of Common Stock issuable upon such
conversion in excess of the number of shares of Common Stock issuable
thereupon only on the basis of the conversion price prior to adjustment,
and (ii) not later than five Business Days after such adjustment shall
be implemented, pay to such holder the appropriate cash payment pursuant
to Paragraph (d) and issue to such holder the additional shares of
Common Stock and other capital stock and securities of the Corporation
issuable on such conversion and deliver to such holder such other assets
deliverable on such conversion. If an event otherwise requiring that an
adjustment be made pursuant to this Paragraph never becomes effective,
no such adjustment shall be required to be implemented.
(8) Notwithstanding anything to the contrary herein, no
adjustment in the Conversion Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in such
price; provided, that any adjustments which by reason of this
Subparagraph (8) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations
under this Paragraph shall be made by the Corporation to the nearest
cent or the nearest one-hundredth of a share, as the case may be.
(9) The Corporation may make such reductions in the
conversion price, in addition to those required by Subparagraphs (1),
(2), (3) and (4) of this Paragraph, as it considers to be advisable in
order that any event treated for Federal income tax purposes as a
dividend of stock or stock rights shall not be taxable to the
recipients. Any determination by the Board of Directors of the
Corporation in connection with the foregoing, if made in good faith,
shall be conclusive and described in a resolution of the Board of
Directors filed with the transfer agent for the 4.5% Preferred Stock and
mailed to the holders of record of the 4.5% Preferred Stock.
</PAGE>
<PAGE>20
(10) As used in this Section 5, "Business Day" means any
day other than a Saturday, Sunday or a day on which banking institutions
in the State of New York are authorized by law or executive order to
close.
(11) Whenever the conversion price is adjusted as herein
provided, the Corporation shall:
(i) forthwith compute the adjusted conversion price
in accordance with this Section 5(c) and prepare a certificate
signed by the Chief Financial Officer, any Vice President, the
Treasurer or Controller of the Corporation setting forth the
adjusted conversion price, the method of calculation thereof in
reasonable detail and the facts requiring such adjustment and upon
which such adjustment is based, which certificate shall be
conclusive, final and binding evidence of the correctness of the
adjustment, and file such certificate forthwith with the transfer
agent or agents for the 4.5% Preferred Stock and the Common Stock;
and
(ii) mail a notice stating that the conversion price
has been adjusted, the facts requiring such adjustment and the
facts upon which such adjustment is based and setting forth the
adjusted conversion price to the holders of record of the
outstanding shares of the 4.5% Preferred Stock at or prior to the
time the Corporation mails an interim statement to its
stockholders covering the fiscal quarter during which the facts
requiring such adjustment occurred, but in any event within 45
days of the end of such fiscal quarter for the first three
quarters of each year and within 90 days of the end of the last
fiscal quarter of each year.
(d) No Fractional Shares. No fractional shares or scrip
representing fractional shares of Common Stock shall be issued upon conversion
of 4.5% Preferred Stock. If more than one certificate evidencing shares of
4.5% Preferred Stock shall be surrendered for conversion at one time by the
same holder, the number of full shares issuable upon conversion thereof shall
be computed on the basis of the aggregate number of shares of 4.5% Preferred
Stock so surrendered. Instead of any fractional share of Common Stock that
would otherwise be issuable to a holder upon conversion of any shares of 4.5%
Preferred Stock, the Corporation shall pay a cash adjustment without interest
in respect of such fractional share in an amount equal to the same fraction of
the market price per share of Common Stock (as determined by the Board of
Directors, which, so long as the Common Stock is listed on the New York Stock
Exchange, shall be the reported last sale price regular way on the New York
Stock Exchange) at the close of business on the day of conversion.
(e) Mandatory Conversion. On the fourth anniversary of the date
of original issuance of the 4.5% Preferred Stock (the "Latest Mandatory
Conversion Date") all of the 4.5% Preferred Stock shall convert into shares of
Common Stock on the basis provided in Subparagraph (3) of this Paragraph (e).
If, at any time prior to the Latest Mandatory Conversion Date less than 30% of
the number of shares of 4.5% Preferred Stock initially issued remain
outstanding, the remaining shares of 4.5% Preferred Stock shall, at the
election of the Corporation and after notice has been provided as set forth
below, convert into shares of Common Stock on the basis provided in
Subparagraph (3) of this Paragraph (e).
</PAGE>
<PAGE>21
(1) Notice of Conversion. If the Corporation has elected
to convert the 4.5% Preferred Stock into Common Stock pursuant to the
second sentence of this Paragraph (e), the Corporation will provide
notice of mandatory conversion of shares of 4.5% Preferred Stock
pursuant to this Paragraph (e) (other than any conversion on the Latest
Mandatory Conversion Date) to holders of record of the 4.5% Preferred
Stock to be converted not less than 15 nor more than 60 days prior to
the date fixed for conversion. Such notice shall be provided by mailing
notice of such conversion first class air mail postage prepaid, to each
holder of record of the 4.5% Preferred Stock to be converted, at such
holder's address as it appears on the stock register of the Corporation;
provided, however, that no failure to give such notice nor any defect
therein shall affect the validity of the preceding notice for the
conversion of any shares of 4.5% Preferred Stock except as to the holder
to whom the Corporation has failed to give said notice or except as to
the holder whose notice was defective. Such notice shall specify the
date fixed for conversion, the conversion price then in effect and that
on and after the date fixed for conversion dividends will cease to
accrue on such shares.
(2) Deposit of Shares and Funds. The Corporation's
obligation to deliver shares of Common Stock and (only with respect to
fractional shares) provide funds in accordance with this Paragraph (e)
shall be deemed fulfilled if, on the mandatory conversion date, the
Corporation shall deposit, with a bank or trust company, having an
office or agency in New York, New York and having a capital and surplus
of at least $50,000,000, such number of shares of Common Stock as are
required to be delivered by the Corporation pursuant to this Paragraph
(e) upon the conversion (including the payment of fractional share
amounts) in trust for the account of the holders of the shares to be
converted (and so as to be and continue to be available therefor), with
irrevocable instructions and authority to such bank or trust company
that such shares and funds be delivered upon conversion of the shares of
4.5% Preferred Stock so called for conversion, provided that the
Corporation shall not deposit such shares of Common Stock or such funds
on any date prior to the mandatory conversion date. Any interest
accrued on such funds shall be paid to the Corporation from time to
time. Any shares of Common Stock or funds so deposited and unclaimed at
the end of two years from such conversion date shall be repaid and
released to the Corporation, after which the holder or holders of such
shares of 4.5% Preferred Stock so called for conversion shall look only
to the Corporation for delivery of such shares of Common Stock or funds.
(3) Effective Date. Provided that the Corporation has
fulfilled its obligations to deposit shares and funds as provided in
Subparagraph (2) of this Paragraph (e), then effective on the conversion
date fixed by the Corporation and notified to the holders of 4.5%
Preferred Stock pursuant to Subparagraph (1) of this Paragraph (e) (or
on the Latest Mandatory Conversion Date, as the case may be), each
outstanding share of 4.5% Preferred Stock shall be converted into fully
paid and nonassessable shares of Common Stock at the conversion price
then in effect, automatically and without any action on the part of any
holder of shares of 4.5% Preferred Stock, and such shares of Common
Stock shall be deemed outstanding from and after the conversion date.
</PAGE>
<PAGE>22
(4) Surrender of Certificates; Status. Each holder of
shares of 4.5% Preferred Stock to be converted pursuant to this
Paragraph (e) shall surrender the certificates evidencing such shares to
the Corporation at the place designated in the notice of such conversion
or, if such conversion occurs on the Latest Mandatory Conversion Date,
then such conversion shall, unless the Corporation has notified each
holder otherwise, take place at the offices of the Corporation's
transfer agent, and shall thereupon be entitled to receive certificates
evidencing shares of Common Stock and to receive any funds payable
following such surrender and following the date of such conversion. If
any required notice of conversion shall have been given or no such
notice is required by the terms hereof, and if on the date fixed for
conversion, shares of Common Stock and funds necessary for the
conversion shall have been deposited with a bank or trust company as
provided in Subparagraph (2) of this Paragraph (e), then,
notwithstanding that the certificates evidencing any shares of 4.5%
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 subject to
conversion shall cease to accrue after the date fixed for conversion and
all rights with respect to the shares subject to conversion shall
forthwith after such date cease and terminate, except for the right of
the holders to receive the shares of Common Stock and funds, if any, to
which they are entitled without interest upon surrender of their
certificates therefor.
(f) Reclassification, Consolidation, Merger or Sale of Assets.
In case of any consolidation of the Corporation with, or merger of the
Corporation or share exchange into, any other Person (as hereinafter defined),
any merger of another Person into the Corporation (other than a merger or
share exchange which does not result in any reclassification, conversion,
exchange or cancellation of outstanding shares of Common Stock) or any sale or
transfer of all or substantially all of the assets of the Corporation, lawful
provision shall be made as a part of the terms of such consolidation, merger,
sale or transfer whereby the holder of each share of the 4.5% Preferred Stock
shall have the right to convert such share into the kind and amount of
securities, cash and other property receivable upon such consolidation,
merger, sale or transfer by a holder of the number of shares of Common Stock
of the Corporation into which a share of the 4.5% Preferred Stock might have
been converted at the conversion price in effect immediately prior to such
consolidation, merger, sale or transfer (including aggregation rights with
respect to fractional shares equivalent to those set forth in Paragraph (d)
above), assuming such holder of Common Stock of the Corporation (i) is not a
Person with which the Corporation consolidated or into which the Corporation
merged or which merged into the Corporation or exchanged its shares or to
which such sale or transfer was made, as the case may be (a "constituent
Person"), or an Affiliate (as hereinafter defined) of a constituent Person,
and (ii) failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash or other property receivable upon such
consolidation, merger, sale or transfer by other than a constituent Person or
an Affiliate thereof and in respect of which such rights of election shall not
have been exercised; provided, however, that if the kind or amount of
securities, cash and other property receivable upon such consolidation,
merger, sale or transfer is not the same for each share of Common Stock of the
Corporation held immediately prior to such consolidation, merger, sale or
transfer by others than a constituent Person or an Affiliate thereof and in
respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of this Paragraph the kind and
amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer by each non-electing share shall be
deemed to be the kind and amount so receivable per share by a plurality of the
non-electing shares. It is understood for purposes of this Paragraph that, if
the stockholders of the Corporation have approved any such consolidation,
merger, sale or transfer which makes provision for the 4.5% Preferred Stock
under the terms of such consolidation, merger, sale or transfer (such approval
to include the necessary approval, if any, of the holders of the 4.5%
Preferred Stock under Section 6), then the holders of 4.5% Preferred Stock
shall be deemed to have waived the benefits of this Paragraph.
</PAGE>
<PAGE>23
Such provision shall also provide, as a part of the terms of such
consolidation, merger, share exchange, sale or transfer, for adjustments for
subsequent events equivalent to the adjustments provided for in Section 5(c).
The above provisions of this Paragraph (f) shall similarly apply to successive
consolidations, mergers, share exchanges, sales or transfers.
For purposes of this Paragraph (f), "Person" means any individual,
corporation, partnership, joint venture, trust, unincorporated organization,
government or any agency or political subdivision thereof, or any other entity
and "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.
With respect to any consolidation, merger, share exchange, sale or
transfer in which the Corporation is not the surviving Person, the surviving
Person shall be a Person organized under the laws of a State of the United
States.
(g) Reservation of Shares; Etc. The Corporation shall at all
times reserve and keep available, free from preemptive rights out of its
authorized and unissued stock, solely for the purpose of effecting the
conversion of the 4.5% Preferred Stock, such number of shares of its Common
Stock as shall from time to time be sufficient to effect the conversion of all
shares of 4.5% Preferred Stock from time to time outstanding. The Corporation
shall from time to time, in accordance with the laws of the Commonwealth of
Pennsylvania, increase the authorized number of shares of Common Stock if at
any time the number of shares of authorized and unissued Common Stock shall
not be sufficient to permit the conversion of all the then-outstanding shares
of 4.5% Preferred Stock.
If any shares of Common Stock required to be reserved for purposes
of conversion of the 4.5% Preferred Stock hereunder require registration with
or approval of any governmental authority under any Federal or State law
before such shares may be issued upon conversion, the Corporation will in good
faith and as expeditiously as possible endeavor to cause such shares to be
duly registered or approved as the case may be. If the Common Stock is listed
on the New York Stock Exchange, the Paris Stock Exchange or any other national
or foreign securities exchange, the Corporation will, if permitted by the
rules of such exchange, list and keep listed on such exchange, upon official
notice of issuance, all shares of Common Stock issuable upon conversion of the
4.5% Preferred Stock.
</PAGE>
<PAGE>24
(h) Prior Notice of Certain Events. In case:
(1) the Corporation shall declare any dividend (or any
other distribution) on its Common Stock other than ordinary quarterly
dividends in accordance with the Corporation's dividend policy (and
other than dividends and distributions described in clauses (2) and (3)
below); or
(2) the Corporation shall authorize the granting to all
holders of Common Stock of rights or warrants to subscribe for or
purchase any shares of stock of any class or series or of any other
rights or warrants other than pursuant to a stockholder rights plan
provided that such rights are issuable together with Common Stock upon
conversion of the 4.5% Preferred Stock; or
(3) of any reclassification of Common Stock (other than a
subdivision or combination of the outstanding Common Stock, or a change
in par value, or from par value to no par value, or from no par value to
par value), or of any division or consolidation or merger to which the
Corporation is a party and for which approval of any stockholders of the
Corporation shall be required, or of the sale or transfer of all or
substantially all of the assets of the Corporation or of any compulsory
share exchange whereby the Common Stock is converted into other
securities, cash or other property; or
(4) of the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation;
then the Corporation shall cause to be filed with the transfer agent for the
4.5% Preferred Stock, and shall cause to be mailed to the holders of record of
the 4.5% Preferred Stock, at their last addresses as they shall appear upon
the stock transfer books of the Corporation, at least fifteen days prior to
the applicable record or effective date hereinafter specified, a notice
stating (x) the date on which a record (if any) is to be taken for the purpose
of such dividend, distribution, redemption, repurchase, rights or warrants or,
if a record is not to be taken, the date as of which the holders of Common
Stock of record to be entitled to such dividend, distribution, redemption,
rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer, share exchange,
dissolution, liquidation or winding up is expected to become effective, and
the date as of which it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer, share exchange, dissolution, liquidation or winding up
(but no failure to mail such notice or any defect therein or in the mailing
thereof shall affect the validity of the corporate action required to be
specified in such notice).
(i) Accrued and Unpaid Dividends. Notwithstanding the
provisions of Paragraph (b) above, the holder of each share of 4.5% Preferred
Stock shall, upon the conversion of shares of 4.5% Preferred Stock pursuant to
Paragraph (e) above, convert all accrued and unpaid dividends in respect of
such shares of 4.5% Preferred Stock into Common Stock at the conversion price.
</PAGE>
<PAGE>25
6. Voting Rights. Other than as set forth below and except as
provided under applicable law, the holders of 4.5% Preferred Stock shall be
entitled to vote together with the holders of Common Stock on all matters to
be voted on by the Corporation's holders of Common Stock. When voting
together with the holders of Common Stock on any matter, each share of 4.5%
Preferred Stock shall be entitled to the number of votes equal to the number
of shares of Common Stock into which such share of 4.5% Preferred Stock is
convertible as provided under Section 5 as of the record date applicable to
such vote. The holders of 4.5% Preferred Stock shall have the following
additional voting rights:
(a) Required Votes. Except as provided below, a vote of
at least a majority of 4.5% Preferred Stock then outstanding shall be
sufficient to take any action requiring the vote of the 4.5% Preferred Stock
as a separate class. The Common Stock shall not vote together with the 4.5%
Preferred Stock on any such matters. At any meeting where the 4.5% Preferred
Stock shall have the right to vote as a separate class, the presence, in
person or by proxy, of a majority of the outstanding shares of the 4.5%
Preferred Stock shall constitute a quorum of such class.
(b) Default Voting Rights. Whenever dividends accrued on
the 4.5% Preferred Stock shall be in arrears and unpaid for at least six
consecutive quarterly dividend periods, (i) the number of members constituting
the Board of Directors shall be increased by two, effective as of the time of
election of such directors as hereinafter provided and (ii) the holders of
shares of 4.5% Preferred Stock (voting separately as a class together with
holders of any Parity Securities upon which like voting rights have been
conferred and are then exercisable) will have the exclusive right to vote for
and elect such two additional directors of the Corporation (the "4.5%
Preferred Stock Directors") to fill such newly-created directorships. Such
right to elect two 4.5% Preferred Stock Directors shall become effective at
the earlier of (x) the next meeting of stockholders of the Corporation at
which directors are to be elected held after such dividends have been in
arrears and unpaid for six consecutive quarterly dividend periods and (y) the
special meeting of holders of 4.5% Preferred Stock (and of Parity Securities
on which similar voting rights have been conferred) called as provided below
in this Paragraph (b), and shall terminate when all accrued and unpaid
dividends on the 4.5% Preferred Stock have been declared and paid or set apart
for payment in full, subject to re-vesting in the event of each and every
subsequent failure of the Corporation to pay dividends for the requisite
number of quarterly dividend periods as described above.
Each of the two 4.5% Preferred Stock Directors shall serve until
the next annual meeting of stockholders of the Corporation and until his or
her successor shall be elected and shall have qualified or the earlier
expiration of his or her term as provided in this Paragraph (b). No 4.5%
Preferred Stock Director may be removed without the vote of holders of a
majority of the shares of 4.5% Preferred Stock voting as a class, or the
holders of a majority of shares of 4.5% Preferred Stock and Parity Securities
having the right to vote in the election of the 4.5% Preferred Stock Directors
in case holders of shares of Parity Securities shall also have the right to
elect such directors voting together as a single class, as the case may be.
If, prior to the expiration of the term of any 4.5% Preferred Stock Director,
a vacancy in the office of such director shall occur, such vacancy shall,
until the expiration of such term, in each case be filled by the vote of the
holders of record of a majority of the then outstanding shares of 4.5%
Preferred Stock voting as a class, or the holders of a majority of the shares
of 4.5% Preferred Stock and Parity Securities who are then entitled to
participate in the election of the 4.5% Preferred Stock Directors in case
holders of such Parity Securities shall also have the right to elect such
directors voting together as a single class, as the case may be.
</PAGE>
<PAGE>26
Upon any termination of the right of the holders of 4.5% Preferred
Stock voting as a class to elect the 4.5% Preferred Stock Directors as herein
provided, the term of office of the 4.5% Preferred Stock Directors then in
office shall terminate immediately. Upon such termination the number of
directors constituting the Board of Directors shall, without further action,
be reduced by two.
At elections for 4.5% Preferred Stock Directors, each holder of
4.5% Preferred Stock shall be entitled to one vote per share. In the event
that the holders of any Parity Securities shall be entitled to participate in
the election of the 4.5% Preferred Stock Directors, the holders of such Parity
Securities shall be entitled to cast one vote for each $41.8875 in liquidation
value of such Parity Securities.
The foregoing right of the holders of shares of 4.5% Preferred
Stock with respect to the election of the 4.5% Preferred Stock Directors may
be exercised at any annual meeting of stockholders or at any special meeting
of stockholders held for such purpose. If the right to elect directors shall
have accrued to the holders of shares of 4.5% Preferred Stock more than ninety
days preceding the date established for the next annual meeting of
stockholders, the Chairman of the Board or President of the Corporation shall,
within twenty days after the delivery to the Corporation at its principal
office of a written request for a special meeting signed by the holders of at
least 10% of all outstanding shares of 4.5% Preferred Stock, call a special
meeting of the holders of 4.5% Preferred Stock (and of any Parity Securities
on which similar voting rights have been conferred) to be held within sixty
days after the delivery of such request for the purpose of electing the 4.5%
Preferred Stock Directors.
(c) Removal. The holders of shares of 4.5% Preferred
Stock (together with the holders of any Parity Securities on which similar
voting rights have been conferred), voting as a class shall have the right to
remove without cause at any time and replace the 4.5% Preferred Stock
Directors.
(d) Class Voting Rights. So long as any 4.5% Preferred
Stock is outstanding (except when notice of the mandatory conversion of all
outstanding shares of 4.5% Preferred Stock has been duly given by the
Corporation or as of the Latest Mandatory Conversion Date and, in each case,
shares of Common Stock and any necessary funds have been deposited in trust
for such conversion pursuant to Section 5(e)), the Corporation shall not,
without the affirmative vote or consent of the holders of at least two-thirds
( 2/3) (unless a higher percentage shall then be required by applicable law)
of all outstanding shares of 4.5% Preferred Stock voting separately as a
class, given in person or by proxy, either in writing or by resolution adopted
at an annual or special meeting called for this purpose, (i) amend, alter or
repeal any provision of the Articles of Incorporation of the Corporation, as
amended, so as to affect, in any manner adverse to the holders of the 4.5%
Preferred Stock, the relative rights, preferences, qualifications, limitations
or restrictions of the 4.5% Preferred Stock; (ii) create, authorize, or
reclassify any authorized stock of the Corporation into, or increase the
authorized amount of, any class or series of the Corporation's capital stock
ranking prior to the 4.5% Preferred Stock as to dividends or as to
distributions of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, or any security convertible
into shares of such a class or series; or (iii) take any other action on which
the holders of the 4.5% Preferred Stock shall be entitled by law to vote
separately as a class.
</PAGE>
<PAGE>27
For purposes of Section 6(d), without limitation, (i) the
creation, authorization or issuance of any shares of any Junior Securities or
Parity Securities and (ii) the creation of any indebtedness of the Corporation
(other than indebtedness convertible into or exchangeable for capital stock of
the Corporation other than Junior Securities or Parity Securities), shall not
require the consent of the holders of the 4.5% Preferred Stock voting as a
class.
(e) Limitations. Except as may otherwise be required by
law, the shares of 4.5% Preferred Stock shall not have any powers, preferences
or relative, participating, optional or other special rights other than those
specifically set forth in the Articles of Incorporation of the Corporation (as
the same may be amended from time to time).
(f) No Cumulative Voting. The holders of 4.5% Preferred
Stock shall not be entitled to cumulative voting in the election of directors
of the Corporation whether voting as a class or voting together with the
holders of Common Stock.
7. Status of Acquired Shares and Further Issuances of 4.5%
Preferred Stock. Shares of 4.5% Preferred Stock received upon conversion
pursuant to Section 5 or otherwise acquired by the Corporation, shall be
cancelled and shall not be reissued by the Corporation, and the number of
authorized shares of 4.5% Preferred Stock shall be correspondingly reduced.
Following the initial issuance of 4.5% Preferred Stock, no further
shares of 4.5% Preferred Stock shall be issued and, in the event that any
shares of 4.5% Preferred Stock are authorized but unissued, the number of
authorized shares of 4.5% Preferred Stock shall be reduced accordingly.
8. Severability of Provisions. Whenever possible, each
provision hereof shall be interpreted in a manner as to be effective and valid
under applicable law, but if any provision hereof is held to be prohibited by
or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating or
otherwise adversely affecting the remaining provisions hereof. If a court of
competent jurisdiction should determine that a provision hereof would be valid
or enforceable if a period of time were extended or shortened or a particular
percentage were increased or decreased, then such court may make such change
as shall be necessary to render the provision in question effective and valid
under applicable law.
</PAGE>
<PAGE>28
9. Miscellaneous. (a) The Corporation shall pay any and all
stock transfer and documentary stamp taxes that may be payable in respect of
any issuance or delivery of shares of 4.5% Preferred Stock or shares of Common
Stock or other securities issued on account of 4.5% Preferred Stock pursuant
hereto or certificates or instruments evidencing such shares or securities.
The Corporation shall not, however, be required to pay any such tax which may
be payable in respect of any transfer involved in the issuance or delivery of
shares of 4.5% Preferred Stock or Common Stock or other securities in a name
other than that in which the shares of 4.5% Preferred Stock with respect to
which such shares or other securities are issued or delivered were registered,
or in respect of any payment to any person with respect to any such shares or
securities other than a payment to the registered holder thereof, and shall
not be required to make any such issuance, delivery or payment unless and
until the person otherwise entitled to such issuance, delivery or payment has
paid to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid or is not
payable.
(b) In the event that a holder of shares of 4.5% Preferred Stock
shall not by written notice designate the name in which shares of Common Stock
to be issued upon conversion of such shares should be registered or to whom
payment upon redemption of shares of 4.5% Preferred Stock should be made or
the address to which the certificates evidencing such shares, or such payment,
should be sent, the Corporation shall be entitled to register such shares, and
make such payment, in the name of the holder of such 4.5% Preferred Stock as
shown on the records of the Corporation and to send the certificates
evidencing such shares, or such payment, to the address of such holder shown
on the records of the Corporation.
</PAGE>
<PAGE>29
Exhibit 3.3
BY-LAWS
of
CROWN CORK & SEAL COMPANY, INC.,
A PENNSYLVANIA CORPORATION
ARTICLE I
Shareholders
SECTION 1: Annual Meetings. The Corporation shall hold annually a
regular meeting of its shareholders for the election of Directors and for the
transaction of general business which may properly come before the meeting in
accordance with these By-Laws in Philadelphia, Pennsylvania, on the fourth
(4th) Thursday in April in each year, if not a legal holiday, and, if a legal
holiday, then on the first day following (excluding Saturday) which is not a
legal holiday, or on such other date as may be designated by the Board of
Directors which is not a legal holiday, at 11:00 A.M., local time.
SECTION 2: Special Meetings. Special meetings may be called by a
majority of the Board of Directors or the chief executive officer, to meet at
such place or time as may be designated by the Board of Directors or the chief
executive officer, respectively. Except as provided by law, the shareholders
shall not be entitled to call a special meeting.
SECTION 3: Notice of Meetings. Written or printed notice of every
annual and of every special meeting of the shareholders shall be given to each
shareholder of record entitled to vote at such meeting by mail, postage
prepaid and addressed to the address on the books of the Corporation, or as
otherwise provided by law, at least ten (10) days before such meeting. Notice
of every special meeting shall state the place, date and time of the meeting
and the business proposed to be transacted. Failure to give notice of any
annual meeting, or any irregularity in such notice, shall not affect the
validity of any annual meeting or of any proceedings at any such meeting.
Notice of any meeting of shareholders need not be given to any shareholder who
waives notice thereof in writing either before or after the holding thereof,
and attendance at any such meeting shall constitute waiver of notice thereof
except as otherwise provided by law. No notice of any adjourned meeting of
shareholders need be given.
SECTION 4: Quorum. At all meetings of shareholders, the presence, in
person or by proxy, of shareholders entitled to cast a majority in number of
votes shall be necessary to constitute a quorum for the transaction of
business; but in the absence of a quorum, the shareholders present in person
or by proxy at the time and place fixed for such meeting, or at the time and
place of any adjournment thereof, may, by majority vote, adjourn the meeting
from time to time, but not for a period of over fifteen (15) days with respect
to any meeting at which directors are to be elected or a period of over thirty
(30) days with respect to any other meeting at any one time.
</PAGE>
<PAGE>30
SECTION 5: Voting. Except in cases in which it is by statute, by the
Articles of Incorporation or by these By-Laws otherwise provided, each
shareholder entitled to vote at such meeting shall be entitled to cast one
vote for each share of stock held by him, and a majority of the votes cast
shall be sufficient to elect and pass any measure.
SECTION 6: Proxies. Any shareholder entitled to vote at any meeting of
shareholders may vote by person or by proxy. Every proxy shall be in writing,
subscribed by the shareholder or his duly authorized attorney and dated.
SECTION 7: Judges of Election. Prior to any meeting of shareholders,
the Board of Directors may appoint three judges of election, and in default of
such appointment the shareholders at such meeting shall by majority vote
appoint such judges. The judges of election need not be shareholders and may
not be candidates for any office. The judges of election shall exercise all
of the powers and duties usually incident to their office.
SECTION 8: Nominations. (a) Only persons who are nominated in
accordance with the procedures set forth in these By-Laws shall be eligible
to serve as Directors of the Corporation. Nominations of persons for election
to the Board of Directors of the Corporation may be made at a meeting
of shareholders (i) by or at the direction of the Board of Directors or (ii)
by any shareholder of the Corporation who is a shareholder of record at the
time of giving of notice provided for in this By-Law, who shall be
entitled to vote for the election of Directors at the meeting and who complies
with the notice procedures set forth in this By-Law.
(b) Nominations by shareholders shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation (i) in the case of an annual
meeting, not less than sixty (60) days nor more than ninety (90) days prior to
the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting is changed by
more than thirty (30) days from such anniversary date, notice by the
shareholder to be timely must be so received not later than the close of
business on the tenth (10th) day following the earlier of the day on which
notice of the date of the meeting was mailed or public disclosure was made,
and (ii) in the case of a special meeting at which Directors are to be
elected, not later than the close of business on the tenth (10th) day
following the earlier of the day on which notice of the date of the meeting
was mailed or public disclosure was made. Such shareholder's notice shall set
forth (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a Director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a Director if elected and including information as to the purpose
of such nomination); (ii) as to the shareholder giving the notice (A) the name
and address, as they appear on the Corporation's books, of such shareholder
and (B) the class and number of shares of the Corporation which are
beneficially owned by such shareholder and also which are owned of record by
such shareholder; and (iii) as to the beneficial owner, if any, on whose
behalf the nomination is made, (A) the name and address of such person and (B)
the class and number of shares of the Corporation which are beneficially owned
by such person. At the request of the Board of Directors, any person
nominated by the Board of Directors for election as a Director shall furnish
to the Secretary of the Corporation that information required to be set forth
in a shareholder's notice of nomination which pertains to the nominee.
</PAGE>
<PAGE>31
(c) No person shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures set forth in
this By-Law. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these By-Laws, and if he should
so determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. Notwithstanding the foregoing provisions of this
By-Law, a shareholder shall also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this By-Law.
SECTION 9: Notice of Shareholder Business. (a) At an annual meeting
of the shareholders, only such business shall be conducted as shall have
been brought before the meeting (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or
(iii) by any shareholder of the Corporation who is a shareholder of record
at the time of giving of the notice provided for in this By-Law, who shall
be entitled to vote at such meeting and who complies with the notice
procedures set forth in this By-Law.
(b) For business to be properly brought before an annual meeting
by a shareholder pursuant to clause (iii) of paragraph (a) of this By-Law, the
shareholder must have given timely notice thereof in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice must be delivered to
or mailed and received at the principal executive offices of the Corporation
not less than sixty (60) days nor more than ninety (90) days prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the meeting is changed by more than thirty
(30) days from such anniversary date, notice by the shareholder to be timely
must be received no later than the close of business on the tenth (10th) day
following the earlier of the day on which notice of the date of the meeting
was mailed or public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the meeting (i) a brief description of the business desired to brought
before the meeting and the reasons for conducting such business at the
meeting, (ii) the name and address, as they appear on the Corporation's books,
of the shareholder proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is made, (iii) the
class and number of shares of the Corporation which are owned beneficially and
of record by such shareholder of record and by the beneficial owner, if any,
on whose behalf the proposal is made and (iv) any material interest of such
shareholder of record and the beneficial owner, if any, on whose behalf the
proposal is made in such business.
(c) Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at an annual meeting except in accordance with
the procedures set forth in this By-Law. The chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting that business was
not properly brought before the meeting and in accordance with the procedures
prescribed by these By-Laws, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted. Notwithstanding the foregoing provisions of
this By-Law, a shareholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this By-Law.
</PAGE>
<PAGE>32
ARTICLE II
Board of Directors
SECTION 1: Powers. The business and affairs of the Corporation, except
as otherwise provided by statute, the Articles of Incorporation or these
By-Laws, shall be conducted and managed by the Board of Directors. The
number of Directors of the Corporation, which shall be not more than eighteen
(18) and not less than ten (10), shall be determined from time to time by the
Directors. Directors must be shareholders of the Corporation.
SECTION 2: Election. The Directors of the Corporation shall be elected
by ballot at the annual meeting of the Shareholders and shall serve one (l)
year and until their successors shall be duly elected and qualified or until
their earlier death, resignation or removal.
SECTION 3: Annual Meeting. The regular annual meeting of the Board of
Directors shall be held immediately following each meeting of the shareholders
at which a Board of Directors shall have been elected for the purpose of
organization and the transaction of other business.
SECTION 4: Regular Meetings. In addition to the annual meeting,
regular meetings of the Board of Directors shall be held at such intervals as
may be fixed from time to time by the Board of Directors.
SECTION 5: Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or a Vice
President, or by a majority of the Board of Directors, and shall be held at
the time and place specified in the call for such special meeting.
SECTION 6: Place of Meeting. Subject to the provisions of Section 4 of
this Article II, regular and special meetings of the Board of Directors may be
held within or without the Commonwealth of Pennsylvania, and at such times and
places as, in the case of a regular meeting, may be stated in the notice of
the meeting, or in the case of a special meeting, may be specified in the call
for such meeting.
SECTION 7: Conference Calls. Any one or more members of the Board of
Directors of the Corporation or any committee thereof may participate in a
meeting of such Board or committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting. No persons may participate
in any meeting of the shareholders by means of a conference telephone or
similar communications equipment.
</PAGE>
<PAGE>33
SECTION 8: Notice of Meetings. Notice of the place, day and hour of
every regular and special meeting of the Board of Directors shall be given
each Director before the meeting personally by telegram, letter or telefax or
by mail, postage prepaid, to the address on the books of the Corporation or as
otherwise provided by law at least four (4) days before the meeting. No
notice need be given any director who waives such notice in writing either
before or after the holding thereof, and attendance at any such meeting shall
constitute waiver of notice thereof except as otherwise provided by law. No
notice of any adjourned meeting of the Board of Directors need be given.
SECTION 9: Quorum. No less than one-half of the Board of Directors
shall constitute a quorum for the transaction of any business at every meeting
of the Board of Directors, but if at any meeting there be less than a quorum
present a majority of those present may adjourn the meeting from time to time
but not for a period of over thirty (30) days at any one time, without notice
other than by announcement at the meeting until a quorum shall attend. At any
such adjourned meeting at which a quorum shall attend, any business may be
transacted which might have been transacted at the meeting as previously
modified.
SECTION 10: Committees. From time to time, the Board of Directors may by
resolution provide for and appoint the members of an Executive Committee, or
any other regular or special committee, or committees, and all such committees
shall have and may exercise such powers as shall be conferred or authorized by
the resolution of appointment.
SECTION 11: Vacancies. Vacancies in the Board of Directors occurring during
the year shall be filled for the unexpired terms by a majority of the
remaining members of the Board of Directors although less than a quorum.
SECTION 12: Limitation on Liability. A Director shall not be personally
liable for monetary damages for any action taken, or any failure to take any
action, unless (a) the Director has breached or failed to perform the duties
of his office under Subchapter B of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as the same may be amended (relating to standard of
care and justifiable reliance) and (b) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. The provisions
of this Section 12 shall not apply to (a) the responsibility or liability of a
Director pursuant any criminal statute or (b) the liability of a Director for
the payment of taxes pursuant to local, state or federal law. Any repeal or
modification of this Section 12 shall be prospective only, and shall not
affect, to the detriment of any Director, any limitation on the personal
liability of a Director of the corporation existing at the time of such repeal
or modification.
SECTION 13: Strategic Committee; Numbers; Qualifications. The Board of
Directors shall by resolution appoint a committee (the "Strategic Committee")
consisting of a number of directors, one-half of whom are designated (each
a"Shareholder Designee") by Compagnie Generale d'Industrie et de
Participations ("CGIP") pursuant to a Shareholders Agreement dated February
22, 1996 (the "Shareholders Agreement") between the Corporation and CGIP.
The Strategic Committee shall initially consist of six members, three of whom
shall be Shareholder Designees.
</PAGE>
<PAGE>34
13.1: Powers. The Strategic Committee shall consider all issues
regarding: (i) changes in the dividend and debt rating policies of the
Corporation as such policies are set forth in Sections 3.7 and 3.8 of
the Shareholders Agreement; (ii) the approval of any merger,
consolidation or similar transaction of the Corporation or any material
subsidiary of the Corporation (other than pursuant to internal
reorganizations); (iii) any recapitalization or any share exchange
involving the Corporation; (iv) the sale by the Corporation or any
subsidiary of the Corporation of a material amount of assets; (v) the
issuance of Common Stock or other securities or the incurrence of
indebtedness in any transaction in which a vote of the Corporation's
shareholders is required under New York Stock Exchange Rules or
Pennsylvania law or which involves a material amount of securities or
indebtedness; (vi) an acquisition by the Corporation of a material
amount of assets; and (vii) succession planning. Unless the Strategic
Committee decides not to consider any such issues, no such issue may be
voted on by the Board of Directors until the Strategic Committee has
voted to recommend passage or rejection by the Board of Directors or the
Strategic Committee deadlocks on such issue and can make no
recommendation to the Board of Directors; and provided that if a meeting
of the Strategic Committee is not held to consider any such issue within
seven days of notice being given pursuant to Section 13.3, the Board of
Directors shall be free to vote on any such issue without having
received the vote of the Strategic Committee. The Board of Directors
shall consider the vote of the Strategic Committee in determining
whether to pass or reject any such item but shall not be bound to follow
the vote of the Strategic Committee. The validity, authorization or
enforceability of any contract, agreement or instrument entered into by
the Corporation or any of its subsidiaries shall not be affected by the
operation of this Section 13.
The Board of Directors shall call a meeting of the Strategic
Committee to review the Corporation's response to any third party action
or proposal described in Section 2.1 of the Shareholders Agreement, if
such section is then currently in effect. The Strategic Committee shall
consider and evaluate the appropriate response to such proposal and make
a recommendation to the full Board of Directors.
13.2: Chairman of Strategic Committee. A chairman of the
Strategic Committee shall be appointed from among the Shareholder
Designees who serve on such committee. The Chairman of the Strategic
Committee shall preside at all meetings of the Strategic Committee at
which he shall be present and shall have and may exercise such powers as
may, from time to time, be assigned to him by the Board of Directors or
as may be provided by law.
13.3: Meetings. Meetings of the Strategic Committee may be held
at any time, in Philadelphia or Paris or any other place within or
without the State of Pennsylvania as the Chairman of the Board of
Directors and Chairman of the Strategic Committee shall mutually agree
from time to time, whenever called by the Chairman of the Strategic
Committee, or by any two members serving on the Strategic Committee.
Reasonable notice thereof shall be given by the person or persons
calling the meeting.
13.4: Participation in Meetings by Conference Telephone
Permitted. Members of the Strategic Committee may participate in a
meeting of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant
to this By-Law shall constitute presence in person at such meeting.
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<PAGE>35
13.5: Quorum; Vote Required for Action. At all meetings of the
Strategic Committee a majority of the entire Strategic Committee shall
constitute a quorum for the transaction of business. The vote of a
majority of the members of the Strategic Committee present at a meeting
at which a quorum is present and at which at least one-half of the
members present are Shareholder Designees shall be the act of the
Strategic Committee. In case at any meeting of the Strategic Committee a
quorum shall not be present, the members of the Strategic Committee
present may adjourn the meeting from time to time until a quorum shall
attend.
13.6: Organization. Meetings of the Strategic Committee shall be
presided over by the Chairman of the Strategic Committee or in the
absence of the Chairman by a chairman chosen from among the other
Shareholder Designees at the meeting. The Secretary of the meeting
shall be a liaison officer of CGIP who shall be subject to the
appropriate confidentiality provisions. If no such officer is available
to attend a meeting, the Strategic Committee Chairman or any acting
chairman of the meeting may appoint any person to act as secretary of
such meeting.
13.7: Action by Strategic Committee Without a Meeting. Unless
otherwise restricted by the Articles of Incorporation or these By-Laws,
any action required or permitted to be taken at any meeting of the
Strategic Committee may be taken without a meeting if all members of the
Strategic Committee consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Strategic
Committee.
ARTICLE III
Officers
SECTION 1: Officers. The Officers of the Corporation shall be a
Chairman of the Board of Directors, a President, one or more Vice Presidents
(one or more of whom may be designated as Executive Vice Presidents or Senior
Vice Presidents by the Board of Directors), a Treasurer, one or more Assistant
Treasurers, a Secretary, and one or more Assistant Secretaries and a
Controller. The Board of Directors may elect such other officers as they may
from time to time deem necessary, who shall have such authority and shall
perform such duties as from time to time may be prescribed by the Board of
Directors.
SECTION 2: Officers Holding More Than One Office. Any two (2) of the
offices provided for in this Article III may be held by the same person except
that the President may not hold the office of Vice President or Secretary, nor
the Treasurer that of Assistant Treasurer, nor the Secretary that of Assistant
Secretary.
SECTION 3: Chairman of the Board. The Chairman of the Board of
Directors shall preside at all meetings of the Board of Directors. He shall
have supervision of such matters as may be designated to him by the Board of
Directors. The Board of Directors may elect a Vice Chairman of the Board, who
shall have such authority and shall perform such duties as from time to time
may be prescribed by the Board of Directors.
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<PAGE>36
SECTION 4: President. The President shall have such authority and
perform such duties as may from time to time be assigned to him by the Board
of Directors, and, in the absence of the Chairman of the Board and the Vice
Chairman of the Board, he shall preside at all meetings of the Board of
Directors.
SECTION 5: Chief Executive Officer. Either the Chairman of the Board
or the President, as determined by the Board of Directors, shall be the chief
executive officer of the Corporation and, subject to the Board of Directors,
shall have general charge of the business and affairs of the Corporation.
SECTION 6: Vice Presidents. The Vice Presidents shall perform such
duties as may be incidental to their office and as may be assigned to them
from time to time by the Board of Directors. In the absence of the President,
the specific duties assigned to that officer shall be exercised by the Vice
Presidents.
SECTION 7: Secretary. The Secretary shall keep the minutes of all
meetings of the Board of Directors and the minutes of all meetings of the
shareholders in books provided for that purpose. He shall attend to the
giving and serving of all notices of the Corporation and shall be the
custodian of the corporate seal. He shall have charge of and keep and
preserve such books and records of the Corporation as the Board of Directors
may prescribe, and he shall perform all other duties incidental to his office
and as may be assigned to him by the Board of Directors from time to time.
Unless otherwise ordered by the Board of Directors, he may certify copies of
and extracts from any of the official records of the Corporation and may also
certify as to the Officers of the Corporation and as to similar matters.
SECTION 8: Treasurer. The Treasurer shall have the care and custody of
the funds and securities of the Corporation and shall deposit the same in such
bank or banks as the Board of Directors may select, or in the absence of such
selection, as may be selected by him. He shall disburse the funds of the
Corporation in the regular conduct of its business or as may be ordered by the
Board. The Treasurer shall perform such other duties as the Board of
Directors may from time to time require.
SECTION 9: Controller. The Controller shall maintain adequate records
of all assets, liabilities and transactions of the Corporation; see that
adequate audits thereof are currently and regularly made; and, in conjunction
with other officers and department heads, initiate and enforce measures and
procedures whereby the business of this Corporation shall be conducted with
the maximum safety, efficiency and economy. He shall have such other powers
and perform such other duties as the Board of Directors may from time to time
prescribe.
SECTION 10: Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers shall have such powers and perform such
duties as may be assigned to them by the Board of Directors or by the
President, or by the Secretary or the Treasurer respectively, and in the
absence or incapacity of the Secretary or Treasurer, shall have the powers and
perform the duties of those officers respectively.
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<PAGE>37
SECTION 11: Vacancies. Vacancies in any of the offices provided herein shall
be filled by the Board of Directors by majority vote for the unexpired terms.
SECTION 12: Contracts, Notes, Drafts, Etc. Except as otherwise provided by
the Board of Directors, all written material contracts, deeds, bonds and
similar instruments of the Corporation shall be executed on its behalf by the
Chairman of the Board, the Vice Chairman of the Board, the President or any
Vice President or Treasurer and shall be either: (a) countersigned by the
Secretary or an Assistant Secretary of the Corporation or (b) have the
corporate seal affixed thereto and attested by the Secretary, an Assistant
Secretary or a member of the legal department of the Corporation. Notes drawn
and drafts accepted by the Corporation shall be valid only when signed by the
Chairman of the Board, the Vice Chairman of the Board, the President or any
Vice President, the Treasurer or the Controller, and countersigned by the
Secretary, Assistant Treasurer, any Assistant Secretary or any Assistant
Controller. Funds of the Corporation deposited in banks and other
depositories to the credit of the Corporation shall be drawn from such banks
and other depositories by checks, drafts, or other orders for the payment of
money, bearing the signatures of any two (2) of the officers and/or such other
employees of the Corporation as the Board of Directors may from time to time
designate; and, in lieu of manual signature thereof, the Board of Directors
may adopt and thereupon the Corporation may use a facsimile signature of any
officer or officers, notwithstanding the fact that such officer or officers
may no longer be employed by the Corporation at the time the checks bearing
such facsimile signature are actually drawn or presented for payment. The
funds deposited in banks or other depositories in special accounts for payroll
or other purposes shall be drawn from such depositories by checks signed by
any two officers or such person or persons as the Board of Directors may from
time to time designate. Whenever the Board of Directors shall provide by
resolution that any contract or note shall be executed, or draft accepted, in
any other manner and by any other officer or agent than as specified in these
By-Laws, such method of execution, acceptance or endorsement shall be as
equally effective to bind the Corporation as if specified herein. Access to
the safe deposit boxes of the Corporation shall be had only in the presence of
any two of the following officers, that is to say, the Chairman of the Board,
the Vice Chairman of the Board, the President, any one of the Vice Presidents,
the Secretary, the Treasurer, or the Controller, or in the presence of any one
of the aforementioned officers and an Assistant Secretary or an Assistant
Treasurer. The signing of any instrument or the doing of any act by any
person elected a Vice President as such Vice President, or by any person
elected an Assistant Secretary or Assistant Treasurer as such Assistant
Secretary or Assistant Treasurer, as the case may be, shall not be subject to
any inquiry as to whether the President, the Secretary or the Treasurer, as
the case may be, was at the time of such signing or of such act, absent,
unavailable or under any disability.
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<PAGE>38
ARTICLE IV
Indemnification
SECTION 1: Right to Indemnification. Subject to Section 3 hereof, the
Corporation shall indemnify to the fullest extent permitted by applicable law
any person who was or is a party or is threatened to be made a party to or is
otherwise involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that such person is or was a Director or
Officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise or entity, whether or
not for profit, whether domestic or foreign, including service with respect to
an employee benefit plan, its participants or beneficiaries, against all
liability, loss and expense (including attorneys' fees and amounts paid in
settlement) actually and reasonably incurred by such person in connection with
such Proceeding, whether or not the indemnified liability arises or arose from
any Proceeding by or in the right of the Corporation.
SECTION 2: Advance of Expenses. Subject to Section 3 hereof, expenses
incurred by a Director or Officer in defending (or acting as a witness in) a
Proceeding shall be paid by the Corporation in advance of the final
disposition of such Proceeding, subject to the provisions of applicable law,
upon receipt of an undertaking by or on behalf of the Director or Officer to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation under applicable law.
SECTION 3: Procedure for Determining Permissibility. To determine
whether any indemnification or advance of expenses under this Article IV is
permissible, the Board of Directors by a majority vote of a quorum consisting
of Directors who are not parties to such Proceeding may, and on request of any
person seeking indemnification or advance of expenses shall, determine (i) in
the case of indemnification, whether the standards under applicable law have
been met, and (ii) in the case of advance of expenses prior to a change of
control of the Corporation as set forth below, whether such advance is
appropriate under the circumstances, provided that each such determination
shall be made by independent legal counsel if such quorum is not obtainable,
or, even if obtainable, a majority vote of a quorum of disinterested Directors
so directs; and provided further that, if there has been a change in control
of the Corporation between the time of the action or failure to act giving
rise to the claim for indemnification or advance of expenses and the time such
claim is made, at the option of the person seeking indemnification or advance
of expenses, the permissibility of indemnification shall be determined by
independent legal counsel and the advance of expenses shall be obligatory
subject to receipt of the undertaking in Section 2 hereof. The reasonable
expenses of any Director or Officer in prosecuting a successful claim for
indemnification, and the fees and expenses of any independent legal counsel
engaged to determine permissibility of indemnification or advance of expenses,
shall be borne by the Corporation. As used herein, a "change in control" of
the Corporation means (a) the acquisition by any person or entity, or two or
more such persons or entities acting in concert, of beneficial ownership
(within the meaning of Rule 13d-3, or any successor rule, of the Securities
Exchange Act of 1934, as amended) of more than fifty percent (50%) of the
outstanding voting shares of the Corporation or (b) any change in one-third
(1/3) or more of the members of the Board of Directors unless such change was
approved by a majority of the Continuing Directors. The term "Continuing
Directors" means the Directors existing on July 27, 1995 or any person who
subsequently becomes a Director if such person's nomination for election or
election to the Board of Directors is recommended or approved by the
Continuing Directors.
</PAGE>
<PAGE>39
SECTION 4: Contractual Obligation. The obligations of the Corporation
to indemnify a Director or Officer under this Article IV, including, if
applicable, the duty to advance expenses, shall be considered a contract
between the Corporation and such Director or Officer, and no modification or
repeal of any provision of this Article IV shall affect, to the detriment of
the Director or Officer, such obligations of the Corporation in connection
with a claim based on any act or failure to act occurring before such
modification or repeal.
SECTION 5: Indemnification Not Exclusive; Inuring of Benefit. The
indemnification and advancement of expenses provided by this Article IV shall
not be deemed exclusive of any other right to which one indemnified may be
entitled under any statute, agreement, vote of shareholders or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the
heirs, legal representatives and estate of any such person.
SECTION 6: Insurance and Other Indemnification. The Board of Directors
shall have the power to (a) authorize the Corporation to purchase and
maintain, at the Corporation's expense, insurance on behalf of the Corporation
and on behalf of others to the extent that power to do so has not been
prohibited by statute, (b) create any fund of any nature, whether or not under
the control of a trustee, or otherwise secure any of its indemnification
obligations, and (c) give other indemnification to the extent permitted by
statute.
ARTICLE V
Capital Stock
SECTION 1: Share Certificates. Every shareholder of record shall be
entitled to a share certificate representing the shares held by him. Every
share certificate shall bear the corporate seal (which may be a facsimile) and
the signature of the President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
Corporation. Where a certificate is signed by a transfer agent or registrar
the signature of any corporate officer may be a facsimile.
</PAGE>
<PAGE>40
SECTION 2: Transfers. Transfers of share certificates and the shares
represented thereby shall be made on the books of the Corporation only by the
registered holder or by duly authorized attorney. Transfers shall be made
only on surrender of the share certificate or certificates.
ARTICLE VI
Record Dates
SECTION 1: Record Dates. Subject to the requirements of law and to the
provisions of the Articles of Incorporation, the Board of Directors may fix a
time in the future not exceeding, except in the case of an adjourned meeting,
ninety (90) days preceding the date of any meeting of shareholders, or the
date fixed for the payment of any dividend or distribution, or for the
allotment of rights, or when any change or conversion or exchange of shares
shall go into effect or any consent of shareholders shall be obtained, as a
record date for the determination of the shareholders entitled to notice of or
to vote at any such meeting or entitled to receive any such dividend or
distribution or any such allotment of rights, or to exercise the rights in
respect to any such change, consent, conversion or exchange of shares, and in
such case only shareholders of record on the date so fixed shall be entitled
to notice of or to vote at such meeting or to receive such dividend,
distribution or allotment of rights, or to exercise such rights as the case
may be, notwithstanding any transfer of any shares of stock on the books of
the Corporation after any record date fixed as aforesaid. The Board of
Directors, in their discretion, may close the books of the Corporation against
transfers of shares during the whole or any part of such period.
ARTICLE VII
Dividends
SECTION 1: Declaration of Dividends. Subject to the provisions of
statute and the Articles of Incorporation, dividends may be declared and paid
as often and at such times as the Board of Directors may determine.
ARTICLE VIII
Sundry Provisions
SECTION 1: Seal. The seal of the Corporation shall be in such form and
shall bear such inscription as may be adopted by the Board of Directors. If
deemed advisable by the Board of Directors, a duplicate seal or duplicate
seals may be provided and kept for the necessary purposes of the Corporation.
SECTION 2: Fiscal Year. The fiscal year of the Corporation shall
commence on January 1st of each year and end on December 31st of each year,
unless otherwise provided by the Board of Directors.
SECTION 3: Voting Stock of Other Corporations. Any stock in other
corporations, which may from time to time be held by this Corporation, may be
represented and voted at any meeting of shareholders of such other
corporations or instructions given to any nominee holding such stock, by the
Chairman of the Board, the President or Vice Presidents of the Corporation, or
by proxy executed in the name of this Corporation by its Chairman of the
Board, Vice Chairman of the Board, President or a Vice President, with the
corporate seal affixed and attested by the Secretary or an Assistant
Secretary.
ARTICLE IX
Amendments
SECTION 1: Amendments. Except as otherwise provided by law, these
By-Laws may be amended at any meeting of the Board of Directors at which a
quorum is present by a majority vote of the Directors present (and which
majority vote shall, in respect of an amendment to Section 13 of Article II or
to this parenthetical clause, include the majority vote of the Shareholder
Designees then in office), or they may be amended by a majority vote at any
meeting of shareholders entitled to vote thereon, provided, in either case,
notice of the proposed amendment was included in the notice of the meeting
(unless, in the case of amendment at a meeting of the Board of Directors, such
notice is waived by a majority vote of the Directors present).
</PAGE>
<PAGE>41
ARTICLE X
Certain Matters Relating to
Pennsylvania Act No. 36 of 1990
SECTION 1: Section 511. Subsections (d) through (f) of Section 511,
Standard of Care and Justifiable Reliance, of the Pennsylvania Associations
Code, as amended, shall not be applicable to the Corporation.
SECTION 2: Section 1721. Subsections (e) through (g) of Section 1721,
Board of Directors, of Pennsylvania Associations Code, as amended, shall not
be applicable to the Corporation.
SECTION 3: Subchapter G, Chapter 25. Subchapter G, Control-Share
Acquisitions, of Chapter 25 of the Pennsylvania Associations Code, as amended,
shall not be applicable to the Corporation.
SECTION 4: Subchapter H, Chapter 25. Subchapter H, Disgorgement by
Certain Controlling Shareholders Following Attempts to Acquire Control, of
Chapter 25 of the Pennsylvania Associations Code, as amended, shall not be
applicable to the Corporation.
</PAGE>
<PAGE>42
Exhibit 4
Certificate Number [Form of Facing Page CROWN CORK & SEAL Shares
COMPANY, INC. Stock Certificate]
4.5% Convertible 4.5% Convertible
Preferred Stock Preferred Stock
Par Value Par Value
$41.8875 Per Share $41.8875 Per Share
CROWN CORK & SEAL COMPANY, INC.
Incorporated Under the Laws of the
Commonwealth of Pennsylvania CUSIP 228255 30 3
This is to Certify that is the owner of
FULL-PAID AND NON-ASSESSABLE SHARES OF THE 4.5% CONVERTIBLE PREFERRED STOCK
of Crown Cork & Seal Company, Inc. (hereinafter referred to as the
"Corporation") 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. The shares represented hereby are issued and
shall be held subject to all of the provisions of the Articles of
Incorporation (pursuant to which the Corporation is formed) as amended,
(copies of which are on file with the Transfer Agent), to all of which the
holder by acceptance hereof assents. This Certificate is not valid until
countersigned by the Transfer Agent and Registered by the Registrar.
Witness the seal of the Corporation and the signatures of its duly
authorized officers.
Dated:_______________
[FORM OF
_____________________________________CORPORATE_________________________________
Corporate Seal SEAL] Chairman of the Board
COUNTERSIGNED AND REGISTERED
FIRST CHICAGO TRUST COMPANY OF NEW YORK,
TRANSFER AGENT
BY AND REGISTRAR.
AUTHORIZED SIGNATURE
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<PAGE>43
CROWN CORK & SEAL COMPANY, INC.
The Corporation will furnish to any shareholder upon request and without
charge a full or summary statement of the designations, voting rights,
preferences, limitations and special rights of the shares of each class or
series authorized to be issued so far as they have been fixed and determined
and the authority of the board of directors to fix and determine the
designations, voting rights, preferences, limitations and special rights of
the classes and series of shares of the Corporation. Any such requests may be
made to the Corporation or the Transfer Agent.
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--
TEN ENT __ as tenants by the entireties ________Custodian_________
JT TEN __ as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants
in common under Uniform Gifts to Minors
______________
(State)
Additional abbreviations may also be used though not in the above list.
For value received, _______________ hereby sell, assign and transfer
unto
____________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL 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,_______________________________________
SIGNATURE(S) GUARANTEED
By________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION.
(Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions)
WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17 Ad-15.
</PAGE>
