FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of
The Securities Exchange Act of 1934
Storage Equities, Inc.
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(Exact name of registrant as specified in its charter)
California 95-3551121
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(State of incorporation (IRS Employer
or organization) Identification No.)
600 North Brand Boulevard, Glendale, California 91203-1241
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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9.75% Cumulative Preferred New York Stock Exchange, Inc.
Stock, Series F, par value
$.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
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(Title of class)
ITEM 1. Description of Registrant's Securities to be Registered.
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A description of the shares of 9.75% Cumulative Preferred Stock,
Series F, par value $.01 per share, is included on the cover page and
under the section entitled "Description of Preferred Stock" beginning
on page S-36 of the prospectus supplement dated April 26, 1995 to
prospectus dated August 12, 1994 (relating to Registrant's Registration
Statement on Form S-3 (No. 33-54755), as amended) that was filed by
Registrant with the Securities and Exchange Commission on April 27, 1995
pursuant to Rule 424(b) under the Securities Act of 1933 (the "Prospectus
Supplement"), which Prospectus Supplement shall be deemed to be
incorporated herein by this reference.
ITEM 2. Exhibits.
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I. The following exhibit is being filed with the copies of this
Registration Statement on Form 8-A/A filed with the New York Stock
Exchange, Inc. and the Securities and Exchange Commission:
1. Certificate of Determination.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereto duly authorized.
(Registrant) STORAGE EQUITIES, INC.
By:/S/ HARVEY LENKIN
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Harvey Lenkin
President
Date: May 1, 1995
EXHIBIT 1
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF
9.75% CUMULATIVE PREFERRED STOCK, SERIES F
OF
STORAGE EQUITIES, INC.
(As filed in the office of the Secretary of State
of the State of California on April 27, 1995)
The undersigned, Harvey Lenkin and Sarah Hass, President and
Secretary, respectively, of STORAGE EQUITIES, INC., a California
corporation, do hereby certify:
FIRST: The Restated Articles of Incorporation of the
Corporation authorize the issuance of 50,000,000 shares of stock
designated "preferred shares," issuable from time to time in one or more
series, and authorize the Board of Directors to fix the number of shares
constituting any such series, and to determine or alter the dividend
rights, dividend rate, conversion rights, voting rights, right and terms
of redemption (including sinking fund provisions), the redemption price or
prices and the liquidation preference of any wholly unissued series of
such preferred shares, and the number of shares constituting any such
series.
SECOND: The Board of Directors of the corporation did duly
adopt the resolutions attached hereto as Exhibit A and incorporated herein
by reference authorizing and providing for the creation of a series of
preferred shares to be known as "9.75% Cumulative Preferred Stock, Series
F" consisting of 2,300,000 shares, none of the shares of such series
having been issued.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are
true and correct of our own knowledge.
IN WITNESS WHEREOF, the undersigned have executed this
certificate this 26th day of April, 1995.
/S/ HARVEY LENKIN
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Harvey Lenkin
President
/S/ SARAH HASS
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Sarah Hass
Secretary
EXHIBIT A
RESOLUTION OF THE BOARD OF DIRECTORS
OF STORAGE EQUITIES, INC.
ESTABLISHING A SERIES OF 9.75% CUMULATIVE
PREFERRED STOCK, SERIES F
RESOLVED, that pursuant to the authority conferred upon the
Board of Directors by Article III of the Restated Articles of
Incorporation of this Corporation, there is hereby established a series of
the authorized preferred shares of this Corporation having a par value of
$.01 per share, which series shall be designated "9.75% Cumulative
Preferred Stock, Series F," shall consist of 2,300,000 shares and shall
have the following rights, preferences and privileges:
(a) Dividend Rights.
(1) Dividends shall be payable in cash on the shares of this
Series when, as and if declared by the Board of Directors, out of funds
legally available therefor: (i) for the period (the "Initial Dividend
Period") from the Deemed Original Issue Date (as defined below) to but
excluding July 1, 1995, and (ii) for each quarterly dividend period
thereafter (the Initial Dividend Period and each quarterly dividend period
being hereinafter individually referred to as a "Dividend Period" and
collectively referred to as "Dividend Periods"), which quarterly Dividend
Periods shall be in four equal amounts and shall commence on January 1,
April 1, July 1 and October 1 in each year (each, a "Dividend Period
Commencement Date"), commencing on July 1, 1995, and shall end on and
include the day next preceding the next Dividend Period Commencement Date,
at a rate per annum equal to 9.75% of the $25.00 per share stated value
thereof (the "Dividend Rate"). Dividends on each share of this Series
shall be cumulative from the Deemed Original Issue Date of such share and
shall be payable, without interest thereon, when, as and if declared by
the Board of Directors, on March 31, June 30, September 30 and December 31
of each year, commencing on June 30, 1995 or, in the case of shares of
this Series with a Deemed Original Issue Date after June 30, 1995, the
first such dividend payment date following such Deemed Original Issue
Date; provided, that if any such day shall be a Saturday, Sunday, or a day
on which banking institutions in the State of New York or the State of
California are authorized or obligated by law to close, or a day which is
or is declared a national or a New York or California state holiday (any
of the foregoing a "Non-Business Day"), then the payment date shall be the
next succeeding day which is not a Non-Business Day. Each such dividend
shall be paid to the holders of record of shares of this Series as they
appear on the stock register of the Corporation on such record date, not
more than 45 days nor less than 15 days preceding the payment date
thereof, as shall be fixed by the Board of Directors. Dividends on
account of arrears for any past Dividend Periods may be declared and paid
at any time, without reference to any regular dividend payment date, to
holders of record on such date, not more than 45 days nor less than 15
days preceding the payment date thereof, as may be fixed by the Board of
Directors. After full cumulative dividends on this Series have been paid
or declared and funds therefor set aside for payment, including for the
then current Dividend Period, the holders of shares of this Series will
not be entitled to any further dividends with respect to that Dividend
Period.
"Deemed Original Issue Date" means (a) in the case of any
share which is part of the first issuance of shares of this Series or part
of a subsequent issuance of shares of this Series prior to July 1, 1995,
the date of such first issuance or subsequent issuance, as the case may
be, and (b) in the case of any share which is part of a subsequent
issuance of shares of this Series on or after July 1, 1995, the later of
(x) July 1, 1995 and (y) the latest Dividend Period Commencement Date
which precedes the date of issuance of such share and which succeeds the
last Dividend Period for which full cumulative dividends have been paid;
provided that, in the case of any share which is part of a subsequent
issuance, the date of issuance of which falls between (i) the record date
for dividends payable on the first succeeding dividend payment date and
(ii) such dividend payment date, the "Deemed Original Issue Date" means
the date of the Dividend Period Commencement Date that immediately follows
the date of issuance.
(2) Dividends payable on shares of this Series for any
period greater or less than a full Dividend Period, including the Initial
Dividend Period, shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.
(3) The Corporation shall not declare or pay or set apart
for payment any dividends on any series of preferred shares ranking, as to
dividends, on a parity with or junior to the shares of this Series unless
full cumulative dividends have been or contemporaneously are declared and
paid, or declared and a sum sufficient for payment thereof is set apart
for payment, for all Dividend Periods terminating on or prior to the date
of payment of any such dividends on such other series of preferred shares.
When dividends are not paid in full upon the shares of this Series and any
other series of preferred shares ranking on a parity therewith as to
dividends (including the shares of the Corporation's 10% Cumulative
Preferred Stock, Series A (the "Series A Preferred Stock"), 9.20%
Cumulative Preferred Stock, Series B (the "Series B Preferred Stock"),
9.50% Cumulative Preferred Stock, Series D (the "Series D Preferred
Stock"), 10% Cumulative Preferred Stock, Series E (the "Series E Preferred
Stock") and Adjustable Rate Cumulative Preferred Stock, Series C (the
"Adjustable Rate Preferred Stock")), all dividends declared upon shares of
this Series and any other series of preferred shares ranking on a parity
therewith as to dividends shall be declared pro rata so that the amount of
dividends declared per share on the shares of this Series and such other
series of preferred shares shall in all cases bear to each other that same
ratio that the accumulated dividends per share on the shares of this
Series and such other series of preferred shares bear to each other.
Except as provided in the preceding sentence, unless full cumulative
dividends on the shares of this Series have been paid for all past
Dividend Periods, no dividends (other than in shares of the Corporation's
common stock, par value $.10 per share (together with any other shares of
capital stock of the Corporation into which such shares shall be
reclassified or changed ("Common Shares"), or another stock ranking junior
to the shares of this Series as to dividends and upon liquidation) shall
be declared or paid or set aside for payment nor shall any other
distribution be made upon the Common Shares or on any other stock of the
Corporation ranking junior to or on a parity with the shares of this
Series as to dividends or upon liquidation. Unless full cumulative
dividends on the shares of this Series have been paid for all past
Dividend Periods, no Common Shares or any other stock of the Corporation
ranking junior to or on a parity with the shares of this Series as to
dividends or upon liquidation shall be redeemed, purchased, or otherwise
acquired for any consideration (or any moneys be paid to or made available
for a sinking fund for the redemption of any shares of any such stock) by
the Corporation or any subsidiary, except by conversion into or exchange
for stock of the Corporation ranking junior to the shares of this Series
as to dividends and upon liquidation.
(b) Liquidation.
In the event of any voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, the holders of shares of
this Series are entitled to receive out of the assets of the Corporation
available for distribution to shareholders, before any distribution of
assets is made to holders of Common Shares or any other class or series of
shares ranking junior to the shares of this Series upon liquidation,
liquidating distributions in the amount of the stated value of $25 per
share plus all accumulated and unpaid dividends (whether or not earned or
declared) for the then current and all past Dividend Periods. If, upon
any voluntary or involuntary liquidation, dissolution, or winding up of
the Corporation the amounts payable with respect to the shares of this
Series and any other shares of the Corporation ranking as to any such
distribution on a parity with the shares of this Series are not paid in
full, the holders of shares of this Series and of such other shares
(including the shares of Series A, Series B, Series D and Series E
Preferred Stock and Adjustable Rate Preferred Stock) will share ratably in
any such distribution of assets of the Corporation in proportion to the
full respective preferential amounts to which they are entitled. After
payment of the full amount of the liquidating distribution to which they
are entitled, the holders of shares of this Series will not be entitled to
any further participation in any distribution of assets by the
Corporation.
(1) Written notice of any such liquidation, dissolution or
winding up of the Corporation, stating the payment date or dates when, and
the place or places where the amounts distributable in such circumstances
shall be payable, shall be given by first class mail, postage pre-paid,
not less than 30 nor more than 60 days prior to the payment date stated
therein, to each record holder of the shares of this Series at the
respective addresses of such holders as the same shall appear on the stock
transfer records of the Corporation.
(2) For purposes of liquidation rights, a reorganization (as
defined in Section 181 of the California Corporations Code) or
consolidation or merger of the Corporation with or into any other
corporation or corporations or a sale of all or substantially all of the
assets of the Corporation shall be deemed not to be a liquidation,
dissolution or winding up of the Corporation.
(c) Redemption.
(1) Except as provided in clause (9) below, the shares of
this Series are not redeemable prior to April 30, 2005. On and after such
date, the shares of this Series are redeemable at the option of the
Corporation, by resolution of the Board of Directors, in whole or in part,
from time to time upon not less than 30 nor more than 60 days' notice, at
a cash redemption price of the stated value of $25 per share plus all
accumulated and unpaid dividends (whether or not earned or declared) to
the date of redemption.
(2) If fewer than all the outstanding shares of this Series
are to be redeemed, the number of shares to be redeemed will be determined
by the Board of Directors, and such shares shall be redeemed pro rata from
the holders of record of such shares in proportion to the number of such
shares held by such holders (with adjustments to avoid redemption of
fractional shares) or by lot in a manner determined by the Board of
Directors.
(3) Notwithstanding the foregoing, if any dividends,
including any accumulation, on the shares of this Series are in arrears,
no shares of this Series shall be redeemed unless all outstanding shares
of this Series are simultaneously redeemed, and the Corporation shall not
purchase or otherwise acquire, directly or indirectly, any shares of this
Series; provided, however, that the foregoing shall not prevent the
purchase or acquisition of shares of this Series pursuant to a purchase or
exchange offer provided such offer is made on the same terms to all
holders of shares of this Series.
(4) Immediately prior to any redemption of shares of this
Series, the Corporation shall pay, in cash, any accumulated and unpaid
dividends through the redemption date, unless a redemption date falls
after a dividend payment record date and prior to the corresponding
dividend payment date, in which case each holder of shares of this Series
at the close of business on such dividend payment record date shall be
entitled to the dividend payable on such shares on the corresponding
dividend payment date notwithstanding the redemption of such shares before
such dividend payment date. Except as expressly provided hereinabove, the
Corporation shall make no payment or allowance for unpaid dividends,
whether or not in arrears, on shares of this Series called for redemption.
(5) Notice of redemption shall be given by publication in a
newspaper of general circulation in the County of Los Angeles and The City
of New York, such publication to be made once a week for two successive
weeks, commencing not less than 30 nor more than 60 days prior to the date
fixed for redemption thereof. A similar notice will be mailed by the
Company by first class mail, postage pre-paid, to each record holder of
the shares of this Series to be redeemed, not less than 30 nor more than
60 days prior to such redemption date, to the respective addresses of such
holders as the same shall appear on the stock transfer records of the
Corporation. Each notice shall state: (i) the redemption date; (ii) the
number of shares of this Series to be redeemed; (iii) the redemption
price; (iv) the place or places where certificates for such shares are to
be surrendered for payment of the redemption price; and (v) that dividends
on the shares to be redeemed will cease to accumulate on such redemption
date. If fewer than all the shares of this Series held by any holder are
to be redeemed, the notice mailed to such holder shall also specify the
number of shares of this Series to be redeemed from such holder.
(6) In order to facilitate the redemption of shares of this
Series, the Board of Directors may fix a record date for the determination
of the shares to be redeemed, such record date to be not less than 30 nor
more than 60 days prior to the date fixed for such redemption.
(7) Notice having been given as provided above, from and
after the date fixed for the redemption of shares of this Series by the
Corporation (unless the Corporation shall fail to make available the money
necessary to effect such redemption), the holders of shares selected for
redemption shall cease to be shareholders with respect to such shares and
shall have no interest in or claim against the Corporation by virtue
thereof and shall have no voting or other rights with respect to such
shares, except the right to receive the moneys payable upon such
redemption from the Corporation, less any required tax withholding amount,
without interest thereon, upon surrender (and endorsement or assignment of
transfer, if required by the Corporation and so stated in the notice) of
their certificates, and the shares represented thereby shall no longer be
deemed to be outstanding. If fewer than all the shares represented by a
certificate are redeemed, a new certificate shall be issued, without cost
to the holder thereof, representing the unredeemed shares. The
Corporation may, at its option, at any time after a notice of redemption
has been given, deposit the redemption price for the shares of this Series
designated for redemption and not yet redeemed, plus any accumulated and
unpaid dividends thereon to the date fixed for redemption, with the
transfer agent or agents for this Series, as a trust fund for the benefit
of the holders of the shares of this Series designated for redemption,
together with irrevocable instructions and authority to such transfer
agent or agents that such funds be delivered upon redemption of such
shares and to pay, on and after the date fixed for redemption or prior
thereto, the redemption price of the shares to their respective holders
upon the surrender of their share certificates. From and after the making
of such deposit, the holders of the shares designated for redemption shall
cease to be shareholders with respect to such shares and shall have no
interest in or claim against the Corporation by virtue thereof and shall
have no voting or other rights with respect to such shares, except the
right to receive from such trust fund the moneys payable upon such
redemption, without interest thereon, upon surrender (and endorsement, if
required by the Corporation) of their certificates, and the shares
represented thereby shall no longer be deemed to be outstanding. Any
balance of such moneys remaining unclaimed at the end of the five-year
period commencing on the date fixed for redemption shall be repaid to the
Corporation upon its request expressed in a resolution of its Board of
Directors.
(8) Any shares of this Series that shall at any time have
been redeemed shall, after such redemption, have the status of authorized
but unissued preferred shares, without designation as to series until such
shares are once more designated as part of a particular series by the
Board of Directors.
(9) If the Board of Directors of the Corporation shall, at
any time and in good faith, be of the opinion that ownership of securities
of the Corporation has or may become concentrated to an extent that may
prevent the Corporation from qualifying as a real estate investment trust
under the REIT Provisions of the Internal Revenue Code, then the Board of
Directors shall have the power, by lot or other means deemed equitable by
them to prevent the transfer of and/or to call for redemption a number of
shares of this Series sufficient, in the opinion of the Board of
Directors, to maintain or bring the direct or indirect ownership thereof
into conformity with the requirements of such a real estate investment
trust under the REIT Provisions of the Internal Revenue Code. The
redemption price to be paid for shares of this Series so called for
redemption, on the date fixed for redemption, shall be the average of the
highest bid and the lowest asked quotations on the last business day prior
to the redemption date as reported by the National Quotation Bureau,
Incorporated or a similar organization selected from time to time by the
Corporation or if there be no such bid and asked quotations, as determined
by the Board of Directors in good faith. From and after the date fixed
for redemption by the Board of Directors, the holder of any shares of this
Series so called for redemption shall cease to be entitled to any
distributions, voting rights and other benefits with respect to such
shares of this Series, other than the right to payment of the redemption
price determined as aforesaid. "REIT Provisions of the Internal Revenue
Code" shall mean Sections 856 through 860 of the Internal Revenue Code of
1986, as amended. In order to exercise the redemption option set forth in
this clause (9), with respect to the shares of this Series, the
Corporation shall give notice of redemption by publication in a newspaper
of general circulation in the County of Los Angeles and The City of New
York, such publication to be made once a week for two successive weeks,
commencing not less than 30 nor more than 60 days prior to the date fixed
for redemption. A similar notice will be mailed by the Corporation by
first class mail, postage pre-paid, to each record holder of the shares of
this Series to be redeemed, not less than 30 nor more than 60 days prior
to such redemption date, to the respective addresses of such holders as
the same shall appear on the stock transfer records of the Corporation.
Each notice shall state: (i) the redemption date; (ii) the number of
shares of this Series to be redeemed; (iii) the redemption price; (iv) the
place or places where certificates for such shares are to be surrendered
for payment of the redemption price; and (v) that dividends on the shares
to be redeemed will cease to accumulate on such redemption date. If fewer
than all the shares of this Series held by any holder are to be redeemed,
the notice mailed to such holder shall also specify the number of shares
of this Series to be redeemed from such holder.
(d) Maintenance of Debt Ratio. Without the affirmative vote
or the written consent of the holders of a majority of the shares of this
Series, the Corporation will not take any action that would result in a
ratio of Debt to Assets (the "Debt Ratio") in excess of 50%.
"Debt" means, as of any date of determination, all
liabilities that should, in accordance with GAAP, be reflected as a
liability on the consolidated balance sheet of the Corporation as of such
date of determination; provided, however, that "Debt" shall not include
liabilities included in the consolidated balance sheet under the headings
"accrued and other liabilities" or "minority interest" to the extent that
the inclusion of such liabilities under such headings is consistent with
the Corporation's past practice.
"Assets" means, as of any date of determination, all assets
that should, in accordance with GAAP, be reflected as an asset on the
consolidated balance sheet of the Corporation as of such date of
determination.
"GAAP" means generally accepted accounting principles as in
effect in the United States of America from time to time, consistently
applied.
(e) Voting Rights. The shares of this Series shall not have
any voting powers either general or special, except as required by law,
except as set forth in Section (d) hereof and except that:
(1) (A) If the Corporation shall fail to pay full
cumulative dividends on the shares of this Series or any other of its
preferred shares for six quarterly dividend payment periods, whether or
not consecutive (a "Dividend Default"), the holders of all outstanding
preferred shares, voting as a single class without regard to series, will
be entitled to elect two Directors until full cumulative dividends for all
past dividend payment periods on all preferred shares have been paid or
declared and funds therefor set apart for payment. Such right to vote
separately as a class to elect Directors shall, when vested, be subject,
always, to the same provisions for the vesting of such right to elect
Directors separately as a class in the case of future Dividend Defaults.
At any time when such right to elect Directors separately as a class shall
have so vested, the Corporation may, and upon the written request of the
holders of record of not less than 20% of the total number of preferred
shares of the Corporation then outstanding shall, call a special meeting
of stockholders for the election of Directors. In the case of such a
written request, such special meeting shall be held within 90 days after
the delivery of such request and, in either case, at the place and upon
the notice provided by law and in the Bylaws of the Corporation, provided
that the Corporation shall not be required to call such a special meeting
if such request is received less than 120 days before the date fixed for
the next ensuing Annual Meeting of Shareholders of the Corporation and the
holders of all classes of outstanding preferred shares are afforded the
opportunity to elect such Directors (or fill any vacancy) at such Annual
Meeting of Shareholders. Directors elected as aforesaid shall serve until
the next Annual Meeting of Shareholders of the Corporation or until their
respective successors shall be elected and qualified. If, prior to the
end of the term of any Director elected as aforesaid, a vacancy in the
office of such Director shall occur during the continuance of a Dividend
Default by reason of death, resignation, or disability, such vacancy shall
be filled for the unexpired term by the appointment of a new Director for
the unexpired term of such former Director, such appointment to be made by
the remaining Director elected as aforesaid.
(B) In addition to the right to elect Directors set
forth in clause (A) above, if, without the affirmative vote or the written
consent of the holders of a majority of the shares of this Series, on the
last day of two consecutive fiscal quarters of the Corporation, the Debt
Ratio exceeds 50% (a "Debt Ratio Default"), the holders of all outstanding
shares of this Series, voting as a single class, will be entitled to elect
two Directors until the Debt Ratio as of the last day of a fiscal quarter
of the Corporation is reduced to 50% or less. Such right to vote
separately as a class to elect Directors shall, when vested, be subject,
always, to the same provisions for the vesting of such right to elect
Directors separately as a class in the case of future Debt Ratio Defaults.
At any time when such right to elect Directors separately as a class shall
have so vested, the Corporation may, and upon the written request of the
holders of record of not less than 20% of the total number of shares of
this Series then outstanding shall, call a special meeting of stockholders
for the election of Directors. In the case of such a written request,
such special meeting shall be held within 90 days after the delivery of
such request and, in either case, at the place and upon the notice
provided by law and in the Bylaws of the Corporation, provided that the
corporation shall not be required to call such a special meeting if such
request is received less than 120 days before the date fixed for the next
ensuing Annual Meeting of Shareholders of the Corporation and the holders
of shares of this Series are afforded the opportunity to elect such
Directors (or fill any vacancy) at such Annual Meeting of Shareholders.
Directors elected as aforesaid shall serve until the next Annual Meeting
of Shareholders of the Corporation or until their respective successors
shall be elected and qualified. If, prior to the end of the term of any
Director elected as aforesaid, a vacancy in the office of such Director
shall occur during the continuance of a Debt Ratio Default by reason of
death, resignation, or disability, such vacancy shall be filled for the
unexpired term by the appointment of a new Director for the unexpired term
of such former Director, such appointment to be made by the remaining
Director elected as aforesaid.
(2) The affirmative vote or consent of the holders of at
least two-thirds of the outstanding shares of this Series, voting
separately as a class, will be required for any amendment to the Articles
of Incorporation of the Corporation that will adversely alter or change
the powers, preferences, privileges or rights of the shares of this
Series, except as set forth below. The affirmative vote or consent of the
holders of at least two-thirds of the outstanding shares of this Series
and any other series of preferred shares ranking on a parity with this
Series as to dividends and upon liquidation (including the shares of
Series A, Series B, Series D and Series E Preferred Stock and Adjustable
Rate Preferred Stock), voting as a single class without regard to series,
will be required to issue, authorize or increase the authorized amount of
any class or series of shares ranking prior to this Series as to dividends
or upon liquidation or to issue or authorize any obligation or security
convertible into or evidencing a right to purchase any such security, but
the Articles of Incorporation may be amended to increase the number of
authorized preferred shares ranking on a parity with or junior to this
Series or to create another class of preferred shares ranking on a parity
with or junior to this Series without the vote of the holders of
outstanding shares of this Series.
(3) The affirmative vote or consent of the holders of a
majority of the outstanding shares of this Series, voting separately as a
class, will be required for any amendment or repeal of the following
provisions of the Bylaws of the Corporation, which would be adverse to the
interests of the holders of shares of this Series, and for any other
changes to the Bylaws of the Corporation that affect these provisions in a
manner which would be adverse to the interests of the holders of shares of
this Series: Article IV, Section 2 (relating to the Corporation's
permissible Asset Coverage), Article VIII, Section 2(g) and (h) (relating
to the Corporation's investment policy) and each of the defined terms used
in any of the foregoing provisions.
(4) Except to the extent required pursuant to clause (3)
above, nothing herein shall be taken to require a class vote or consent in
connection with the authorization, designation, increase or issuance of
any shares of any class or series (including additional preferred shares
of any series) that rank junior to or on a parity with this Series as to
dividends and liquidation rights or in connection with the authorization,
designation, increase or issuance of any bonds, mortgages, debentures or
other debt obligations of the Corporation.
(5) The right to elect Directors set forth in clause (1)(B)
above is not intended to be the exclusive remedy of holders of the shares
of this Series in the event of a Debt Ratio Default.
(f) Conversion. The shares of this Series are not
convertible into shares of any other class or series of the capital stock
of the Corporation.
