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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 21, 1995
ALCO STANDARD CORPORATION
(Exact name of registrant as specified in its charter)
OHIO File No. 1-5964 23-033440
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
P.O Box 834, Valley Forge, Pennsylvania 19482
Registrant's telephone number, including area code: (610) 296-8000
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events
The purpose of this Form 8-K is to file with the Commission the
Amendment to the Registrant's Articles of Incorporation relating to the
issuance of Series BB Conversion Preferred Stock.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(c) Exhibits.
(4) Amendment to Articles of Incorporation to Create a
Series of Serial Preferred Stock Designated as
Series BB Conversion Preferred Stock.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ALCO STANDARD CORPORATION
By: /s/ Michael J. Dillon
Michael J. Dillon
Controller
Dated: July 21, 1995
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Index to Exhibit
Page
(4) Amendment to Articles of Incorporation to
Create a Series of Serial Preferred Stock
Designated as Series BB Conversion
Preferred Stock.
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Exhibit 4
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO CREATE A SERIES OF SERIAL PREFERRED STOCK
DESIGNATED AS SERIES BB CONVERSION PREFERRED STOCK
RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation, Article FOURTH of the Amended Articles of
Incorporation of this Corporation be, and it hereby is, amended to provide
the terms of this Corporation's Series BB Conversion Preferred Stock
(hereinafter sometimes referred to as the "Series BB Preferred Stock"), a
series of this Corporation's Serial Preferred Stock, which amendment shall
be accomplished by adding after Division A, Section 10 of Article FOURTH of
the Amended Articles of Incorporation a new Section (11):
There is hereby established a series of the Serial Preferred
Stock to be known as Series BB Conversion Preferred Stock to which all of
the Express Terms of the Serial Preferred Stock set forth in 1 through 7
above as well as the following provisions shall be applicable:
I. Designation and Number. The designation of the series is
Series BB Conversion Preferred Stock. The number of shares of the
series, which number the Board of Directors may increase or decrease
(but not below the number of shares then outstanding) is 38,772
shares.
II. Dividend Rate and Dividend Payment Dates. The annual
dividend rate of the series shall be in an amount per share equal to,
but no more than, $504.00. The dividends provided above shall accrue
from the date of original issue of the Series BB Preferred Stock and
be payable quarterly on January 1, April 1, July 1 and October 1 of
each year, commencing October 1, 1995 (each such date being referred
to herein as a "Dividend Payment Date"), to holders of record as they
appear on the stock records of the Corporation at the close of
business on such record dates, not exceeding 60 days preceding the
payment dates thereof, as shall be fixed by the Board of Directors.
Dividends payable on the Series BB Preferred Stock for any period
greater or less than a full dividend period will be computed on the
basis of a 360-day year consisting of twelve 30-day months.
Dividends payable on the Series BB Preferred Stock for each full
dividend period will be computed by dividing the annual dividend rate
by four.
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III. Conversion.
(a) Mandatory Conversion. Unless earlier converted at the
option of the holder in accordance with the provisions of
paragraph (b), on October 1, 1998 (the "Mandatory Conversion Date"),
each outstanding share of the Series BB Preferred Stock shall convert
automatically (the "Automatic Conversion") into (i) shares of
authorized Common Stock (the "Common Stock") at the Exchange Rate (as
hereinafter defined) in effect on the Mandatory Conversion Date and
(ii) the right to receive an amount in cash equal to all accrued and
unpaid dividends on such share to the Mandatory Conversion Date,
whether or not earned or declared, out of funds legally available
therefor. The Exchange Rate is equal to (a) if the Current Market
Price is greater than or equal to $94.40 per share (the "Threshold
Price"), 81.965 shares of Common Stock (the "Upper Exchange Rate"),
(b) if the Current Market Price is less than the Threshold Price but
greater than the Initial Price, the number of shares of Common Stock
having a value (determined at the Current Market Price) equal to 100
times the Initial Price (the "Middle Exchange Rate"), and (c) if the
Current Market Price is less than or equal to the Initial Price, 100
shares of Common Stock (the "Lower Exchange Rate") per share of
Series BB Preferred Stock, and is subject to adjustment as set forth
in paragraph (c) below. Dividends on the shares of Series BB
Preferred Stock shall cease to accrue and such shares of Series BB
Preferred Stock shall cease to be outstanding on the Mandatory
Conversion Date. The Corporation shall make such arrangements as it
deems appropriate for the issuance of certificates representing
shares of Common Stock and for the payment of cash in respect of such
accrued and unpaid dividends, if any, or cash in lieu of fractional
shares, if any, in exchange for and contingent upon surrender of
certificates representing the shares of Series BB Preferred Stock,
and the Corporation may defer the payment of dividends on such shares
of Common Stock and the voting thereof until, and make such payment
and voting contingent upon, the surrender of such certificates
representing the shares of Series BB Preferred Stock, provided that
the Corporation shall give the holders of the shares of Series BB
Preferred Stock such notice of any such actions as the Corporation
deems appropriate or is legally required and upon such surrender such
holders shall be entitled to receive such dividends declared and paid
on such shares of Common Stock subsequent to the Mandatory Conversion
Date. Amounts payable in cash in respect of the shares of Series BB
Preferred Stock or in respect of such shares of Common Stock shall
not bear interest.
(b) Optional Conversion. Shares of Series BB Preferred Stock
are convertible, in whole or in part, at the option of the holders
thereof ("Optional Conversion"), at any time after September 25, 1995
and prior to the Mandatory Conversion Date, into shares of Common
Stock at a rate of 81.965 shares of Common Stock for each share of
Series BB Preferred Stock (the "Optional Conversion Rate"), subject
to adjustment as set forth below.
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Optional Conversion of shares of Series BB Preferred Stock may
be effected by delivering certificates evidencing such shares,
together with written notice of conversion and a proper assignment of
such certificates to the Corporation or in blank (and, if applicable,
payment of an amount equal to the dividend payable on such shares),
to the office of any transfer agent for the Series BB Preferred Stock
or to any other office or agency maintained by the Corporation for
that purpose and otherwise in accordance with Optional Conversion
procedures established by the Corporation. Each Optional Conversion
shall be deemed to have been effected immediately prior to the close
of business on the date on which the foregoing requirements shall
have been satisfied. The Optional Conversion shall be at the
Optional Conversion Rate in effect at such time and on such date.
Holders of shares of Series BB Preferred Stock at the close of
business on a dividend payment record date shall be entitled to
receive the dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the Optional Conversion of such
shares following such record date and prior to such Dividend Payment
Date. However, shares of Series BB Preferred Stock surrendered for
Optional Conversion after the close of business on a dividend payment
record date and before the opening of business on the next succeeding
Dividend Payment Date must be accompanied by payment in cash of an
amount equal to the dividend payable on such shares on such Dividend
Payment Date. Except as provided above, upon any Optional Conversion
of shares of Series BB Preferred Stock, the Corporation shall make no
payment or allowance for unpaid Preferred Dividends, whether or not
in arrears, on such shares of Series BB Preferred Stock as to which
Optional Conversion has been effected or for dividends or
distributions on the shares of Common Stock issued upon such Optional
Conversion.
(c) Adjustments to the Exchange Rate and the Optional
Conversion Rate. The Exchange Rate and the Optional Conversion Rate
shall each be subject to adjustment from time to time as provided
below in this paragraph (c).
(i) If the Corporation shall pay or make a dividend or
other distribution with respect to its Common Stock in shares
of Common Stock (including by way of reclassification of any
shares of its Common Stock), the Exchange Rate and the Optional
Conversion Rate in effect at the opening of business on the day
following the date fixed for the determination of stockholders
entitled to receive such dividend or other distribution shall
each be increased by multiplying such Exchange Rate and
Optional Conversion Rate by a fraction of which the numerator
shall be the sum of the number of shares of Common Stock
outstanding at the close of business on the date fixed for such
determination plus the total number of shares of Common Stock
constituting such dividend or other distribution, and of which
the denominator shall be the number of shares of Common Stock
outstanding at the close of business on the
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date fixed for such determination, such increase to become
effective immediately after the opening of business on the day
following the date fixed for such determination.
(ii) In case outstanding shares of Common Stock shall be
subdivided into a greater number of shares of Common Stock, the
Exchange Rate and the Optional Conversion Rate in effect at the
opening of business on the day following the day upon which
such subdivision becomes effective shall each be
proportionately increased, and, conversely, in case outstanding
shares of Common Stock shall be combined into a smaller number
of shares of Common Stock, the Exchange Rate and the Optional
Conversion Rate in effect at the opening of business on the day
following the day upon which such combination becomes effective
shall each be proportionately reduced, such increases or
reductions, as the case may be, to become effective immediately
after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.
(iii) If the Corporation shall, after the date hereof, issue
rights or warrants, in each case other than the Rights, to all
holders of its Common Stock entitling them (for a period not
exceeding 45 days from the date of such issuance) to subscribe
for or purchase shares of Common Stock at a price per share
less than the Fair Market Value of the Common Stock on the
record date for the determination of stockholders entitled to
receive such rights or warrants, then in each case the Exchange
Rate and the Optional Conversion Rate shall each be adjusted by
multiplying the Exchange Rate and the Optional Conversion Rate
in effect on such record date, by a fraction of which the
numerator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants,
immediately prior to such issuance, plus the number of
additional shares of Common Stock offered for subscription or
purchase pursuant to such rights or warrants, and of which the
denominator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or warrants,
immediately prior to such issuance, plus the number of shares
of Common Stock which the aggregate offering price of the total
number of shares of Common Stock so offered for subscription or
purchase pursuant to such rights or warrants would purchase at
such Fair Market Value (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 Fair
Market Value). Shares of Common Stock owned by the Corporation
or by another company of which a majority of the shares
entitled to vote in the election of directors are held,
directly or indirectly, by the Corporation shall not be deemed
to be outstanding for purposes of such computation. Such
adjustment shall become effective at the opening of business on
the business day next following the record date for the
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determination of stockholders entitled to receive such rights
or warrants. To the extent that shares of Common Stock are not
delivered after the expiration of such rights or warrants, the
Exchange Rate and the Optional Conversion Rate shall each be
readjusted to the Exchange Rate and the Optional Conversion
Rate which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made upon the
basis of the issuance of rights or warrants in respect of only
the number of shares of Common Stock actually delivered.
(iv) If the Corporation shall pay a dividend or make a
distribution to all holders of its Common Stock consisting of
evidences of its indebtedness or other assets (including shares
of capital stock of the Corporation other than Common Stock but
excluding any cash dividends or any dividends or other
distributions referred to in clauses (i) and (ii) above), or
shall issue to all holders of its Common Stock rights or
warrants to subscribe for or purchase any of its securities
(other than those referred to in clause (iii) above), then in
each such case the Exchange Rate and the Optional Conversion
Rate shall each be adjusted by multiplying the Exchange Rate
and the Optional Conversion Rate in effect on the record date
for such dividend or distribution or for the determination of
stockholders entitled to receive such rights or warrants, as
the case may be, by a fraction of which the numerator shall be
the Fair Market Value per share of the Common Stock on such
record date), and of which the denominator shall be such Fair
Market Price per share of Common Stock less the fair market
value (as determined by the Board of Directors, whose
determination shall be conclusive) as of such record date of
the portion of the assets or evidences of indebtedness so
distributed, or of such subscription rights or warrants,
applicable to one share of Common Stock. Such adjustment shall
become effective on the opening of business on the business day
next following the record date for such dividend or
distribution or for the determination of stockholders entitled
to receive such rights or warrants, as the case may be.
(v) Any shares of Common Stock issuable in payment of a
dividend or other distribution shall be deemed to have been
issued immediately prior to the close of business on the record
date for such dividend or other distribution for purposes of
calculating the number of outstanding shares of Common Stock
under subparagraph (ii) above.
(vi) Anything in this subsection III notwithstanding, the
Corporation shall be entitled to make such upward adjustments
in the Exchange Rate and the Optional Conversion Rate, in
addition to those required by this subsection III as the
Corporation in its sole discretion shall determine to be
advisable, in order that any stock dividends, subdivision of
shares, distribution of rights to
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purchase stock or securities, or distribution of securities
convertible into or exchangeable for stock (or any transaction
which could be treated as any of the foregoing transactions
pursuant to Section 305 of the Internal Revenue Code of 1986,
as amended) hereafter made by the Corporation to its
stockholders shall not be taxable.
(vii) In any case in which this paragraph (c) shall require
that an adjustment as a result of any event become effective at
the opening of business on the business day next following a
record date and the date fixed for conversion pursuant to
paragraph (a) occurs after such record date, but before the
occurrence of such event, the Corporation may in its sole
discretion elect to defer the following until after the
occurrence of such event: (A) issuing to the holder of any
shares of Series BB Preferred Stock surrendered for conversion
the additional shares of Common Stock issuable upon such
conversion over the shares of Common Stock issuable before
giving effect to such adjustment; and (B) paying to such holder
any amount in cash in lieu of a fractional share of Common
Stock pursuant to paragraph (g).
(viii) For purposes hereof, an "adjustment in the Exchange
Rate" means, and shall be implemented by, an adjustment of the
nature and amount specified, effected in the manner specified,
in each of the Upper Exchange Rate, the Middle Exchange Rate
and the Lower Exchange Rate. If an adjustment is made to the
Exchange Rate pursuant to this paragraph (c), an adjustment
shall also be made to the Current Market Price solely to
determine which of clauses (a), (b) or (c) of the definition of
Exchange Rate in paragraph (a) will apply on the Mandatory
Conversion Date. Such adjustment shall be made by multiplying
the Current Market Price by a fraction of which the numerator
shall be the Exchange Rate immediately after such adjustment
pursuant to paragraph (c) and the denominator shall be the
Exchange Rate immediately before such adjustment. All
adjustments to the Exchange Rate and the Optional Conversion
Rate shall be calculated to the nearest 1/10,000th of a share
of Common Stock. No adjustment in the Exchange Rate or in the
Optional Conversion Rate shall be required unless such
adjustment would require an increase or decrease of at least
one percent in the Lower Exchange Rate; provided, however, any
adjustments which by reason of this subparagraph are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment. All adjustments to the
Exchange Rate and the Optional Conversion Rate shall be made
successively.
(ix) Before taking any action that would cause an
adjustment increasing the Exchange Rate or the Optional
Conversion Rate such that the conversion price (for purposes of
this paragraph (c), an amount equal to the liquidation value
per share of Series BB Preferred Stock divided by the Optional
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Conversion Rate, respectively, as in effect from time to time)
would be below the then par value of the Common Stock, the
Corporation will take any corporate action which may, in the
opinion of its counsel, be necessary in order that the
Corporation may validly and legally issue fully paid and
nonassessable shares of Common Stock at the Optional Conversion
Rate as so adjusted.
(d) Adjustment for Certain Consolidations or Mergers. In case
of any consolidation or merger to which the Corporation is a party
(other than a merger or consolidation in which the Corporation is the
continuing corporation and in which the Common Stock outstanding
immediately prior to the merger or consolidation remains unchanged),
or in case of any sale or transfer to another corporation of the
property of the Corporation as an entirety or substantially as an
entirety, or in case of any statutory exchange of securities with
another corporation (other than in connection with a merger or
acquisition), proper provision shall be made so that each share of
the Series BB Preferred Stock shall, after consummation of such
transaction, be subject to (i) conversion at the option of the holder
into the kind and amount of securities, cash or other property
receivable upon consummation of such transaction by a holder of the
number of shares of Common Stock into which such share of the Series
BB Preferred Stock might have been converted immediately prior to
consummation of such transaction, and (ii) conversion on the
Mandatory Conversion Date into the kind and amount of securities,
cash or other property receivable upon consummation of such
transaction by a holder of the number of shares of Common Stock into
which such share of the Series BB Preferred Stock would have been
converted if the conversion on the Mandatory Conversion Date had
occurred immediately prior to the date of consummation of such
transaction; assuming in each case that such holder of Common Stock
failed to exercise rights of election, if any, as to the kind or
amount of securities, cash or other property receivable upon
consummation of such transaction (provided that if the kind or amount
of securities, cash or other property receivable upon consummation of
such transaction is not the same for each nonelecting share, then the
kind and amount of securities, cash or other property receivable upon
consummation of such transaction for each nonelecting share shall be
deemed to be the kind and amount so receivable per share by a
plurality of the nonelecting shares). The kind and amount of
securities into which the shares of the Series BB Preferred Stock
shall be convertible after consummation of such transaction shall be
subject to adjustment as described in paragraph (c) following the
date of consummation of such transaction. The Corporation may not
become a party to any such transaction unless the terms thereof are
consistent with the foregoing.
(e) Notice of Adjustments. Whenever the Exchange Rate and
Optional Conversion Rate are adjusted as provided in paragraph (c),
the Corporation shall:
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(i) Forthwith compute the adjusted Exchange Rate and
Optional Conversion Rate and prepare a certificate signed by
the Chief Financial Officer, any Vice President, the Treasurer
or the Controller of the Corporation setting forth the adjusted
Exchange Rate and Optional Conversion Rate, 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 prima facie evidence of the
correctness of the adjustment, and file such certificate
forthwith with the Transfer Agent;
(ii) Make a prompt public announcement stating that the
Exchange Rate and Optional Conversion Rate have been adjusted
and setting forth the adjusted Exchange Rate and Optional
Conversion Rate; and
(iii) Promptly mail a notice stating that the Exchange Rate
and Optional Conversion Rate have been adjusted, the facts
requiring such adjustment and upon which such adjustment is
based and setting forth the adjusted Exchange Rate and Optional
Conversion Rate, to the holders of record of the outstanding
shares of the Series BB Preferred Stock at or prior to the time
the Corporation mails an interim statement to its stockholders
covering the fiscal quarter period during which the facts
requiring such adjustment occurred but in any event within 45
days of the end of such fiscal quarter period.
(f) Notices of Proposed Actions. In case, at any time while
any of the shares of Series BB Preferred Stock are outstanding,
(i) the Corporation shall declare a dividend (or any other
distribution) on the Common Stock, (other than in cash out of
profits or surplus and other than the Rights), or
(ii) the Corporation shall authorize the issuance to all
holders of the Common Stock of rights or warrants (other than
the Rights) to subscribe for or purchase shares of the Common
Stock or of any other subscription rights or warrants, or
(iii) of any reclassification of the Common Stock (other
than a subdivision or combination thereof) or of any
consolidation or merger to which the Corporation is a party and
for which approval of any stockholders of the Corporation is
required (except for a merger of the Corporation into one of
its subsidiaries solely for the purpose of changing the
corporate domicile of the Corporation to another state of the
United States and in connection with which there is no
substantive change in the rights or privileges of any
securities of the Corporation other than changes resulting from
differences in the corporate
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statutes of the then existing and the new state of domicile),
or of the sale or transfer of all or substantially all of the
assets of the Corporation,
then the Corporation shall cause to be filed at each office or agency
maintained for the purpose of conversion of the shares of Series BB
Preferred Stock, and shall cause to be mailed to the holders of
shares of Series BB Preferred Stock at their last addresses as they
shall appear on the stock register, as promptly as possible, but at
least 15 days before the date hereinafter specified (or the earlier
of the dates hereinafter specified, in the event that more than one
date is specified), a notice stating (A) the date on which a record
is to be taken for the purpose of such dividend, distribution, 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, rights or warrants are to be determined, or
(B) the date on which any such reclassification, consolidation,
merger, sale, transfer, 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 Common Stock for securities or other property (including cash),
if any, deliverable upon such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up. The
failure to give or receive the notice required by this paragraph (f)
or any defect therein shall not affect the legality or validity of
any such dividend, distribution, right or warrant or other action.
(g) No Fractional Shares. No fractional shares of Common
Stock shall be issued upon the conversion of any shares of the Series
BB Preferred Stock. In lieu of any fraction of a share of Common
Stock which would otherwise be issuable in respect of the aggregate
number of shares of the Series BB Preferred Stock surrendered by the
same holder upon Automatic Conversion or Optional Conversion, such
holder shall have the right to receive an amount in cash (computed to
the nearest cent) equal to the same fraction of the Closing Price of
the Common Stock determined (A) as of the fifth Trading Day
immediately preceding the Mandatory Conversion Date, in the case of
Automatic Conversion or (B) as of the second Trading immediately
preceding the effective date of conversion, in the case of an
Optional Conversion by a holder. If more than one share of Series BB
Preferred Stock shall be surrendered for conversion at one time by or
for the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of
the aggregate number of shares of the Series BB Preferred Stock so
surrendered.
(h) Treasury Shares. For the purposes of this subsection III,
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
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will not pay any dividend or make any distribution on shares of
Common Stock held in the treasury of the Corporation.
(i) Other Action. If the Corporation shall take any action
affecting the Common Stock, other than action described in this
subsection III, that in the opinion of the Board of Directors would
materially adversely affect the conversion rights of the holders of
the shares of Series BB Preferred stock, the Exchange Rate and/or the
Optional Conversion Rate for the Series BB Preferred Stock may be
adjusted, to the extent permitted by law, in such manner, if any, and
at such time, as the Board of Directors may determine to be equitable
in the circumstances.
(j) Conversion. The Corporation covenants that it will at all
times reserve and keep available, free from preemptive rights, out of
the aggregate of its authorized but unissued shares of Common Stock
for the purpose of effecting conversion of the Series BB Preferred
Stock, the full number of shares of Common Stock deliverable upon the
conversion of all outstanding shares of Series BB Preferred Stock not
theretofore converted. For purposes of this paragraph (j), the
number of shares of Common Stock that shall be deliverable upon the
conversion of all outstanding shares of Series BB Preferred Stock
shall be computed as if at the time of computation all such
outstanding shares were held by a single holder.
The Corporation covenants that any shares of Common Stock
issued upon conversion of the Series BB Preferred Stock shall be
validly issued, fully paid and non-assessable.
The Corporation shall endeavor to list the shares of Common
Stock required to be delivered upon conversion of the Series BB
Preferred Stock, prior to such delivery, upon each national
securities exchange, if any, upon which the outstanding Common Stock
is listed at the time of such delivery.
Prior to the delivery of any securities that the Corporation
shall be obligated to deliver upon conversion of the Series BB
Preferred stock, the Corporation shall endeavor to comply with all
federal and state laws and regulations thereunder requiring the
registration of such securities with, or any approval of or consent
to the delivery thereof by, any governmental authority.
(k) Taxes. The Corporation will pay any and all documentary
stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Common Stock or other securities or
property on conversion of the Series BB Preferred Stock pursuant
thereto; provided, however, that the Corporation shall not be
required to pay any tax that may be payable in respect of any
transfer involved in the issue or delivery of shares of Common Stock
or other securities or property in a name other than that of the
holder of the Series BB Preferred Stock to be converted and no
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such issue or delivery shall be made unless and until the person
requesting such issue or delivery has paid to the Corporation the
amount of any of such tax or established, to the reasonable
satisfaction of the Corporation, that such tax has been paid.
IV. Definition. For purposes of the Series BB Preferred
Stock, the following terms shall have the meanings indicated:
"business day" shall mean any day other than a Saturday,
Sunday or a day on which banking institutions in the state of
New York are authorized or obligated by law or executive order
to close.
"Initial Price" shall mean $77.375 per share of Common
Stock.
"Current Market Price" per share of the Common Stock
shall mean the average Closing Price per share of the Common
Stock of the Company on the 20 Trading Days immediately prior
to, but not including, the Mandatory Conversion Date.
"Closing Price" of a share of Common Stock on any date of
determination shall mean the closing sale price (or, if no
closing sale price is reported, the last reported sale price)
of such share on the New York Stock Exchange (the "NYSE") on
such date or, if the Common Stock is not listed for trading on
the NYSE on any such date, as reported in the composite
transactions for the principal United States securities
exchange on which the Common Stock is so listed, or if it is
not so listed on a United States national or regional
securities exchange, as reported by The Nasdaq Stock Market,
or, if it is not so reported, the last quoted bid price for the
Common Stock in the over-the-counter market as reported by the
National Quotation Bureau or similar organization, or, if such
bid price is not available, the market value of a share of
Common Stock on such date as determined by a nationally
recognized independent investment banking firm retained for
this purpose by the Company.
"Fair Market Value" on any day shall mean the average of
the daily Closing Prices of a share of Common Stock of the
Company on the five (5) consecutive Trading Days selected by
the Corporation commencing not more than 20 Trading Days
before, and ending not later than, the earlier of the day in
question and the day before the "ex" date with respect to the
issuance or distribution requiring such computation. The term
"'ex' date", when used with respect to any issuance or
distribution, means the first day on which the Common Stock
trades regular way, without the right to receive such issuance
or distribution, on the exchange or in the market, as the case
may be, used to determine that day's Closing Price.
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"Rights" shall mean the rights of the Corporation which
are issuable under the Corporation's Stockholder Rights Plan
adopted on February 10, 1988 and as amended from time to time,
or rights to purchase any capital stock of the Corporation
under any successor shareholder rights plan or plan adopted in
replacement of the Corporation's Stockholder Rights Plan.
"Trading Day" shall mean a day on which the Common Stock
(a) is not suspended from trading on any national or regional
securities exchange or association or over-the-counter market
at the close of business and (b) has traded at least once on
the national or regional securities exchange or association or
over-the-counter market that is the primary market for the
trading of such security.
"Transfer Agent" means National City Bank or such other
agent or agents of the Corporation as may be designated by the
Board of Directors as the transfer agent for the Series BB
Preferred Stock.
V. Liquidation, etc.. Upon the liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the
holders of the shares of this Series BB Preferred Stock shall be
entitled to receive an amount equal to $77.375 per share, plus
accrued and unpaid dividends thereon (whether or not earned or
declared) at the date of final distribution to such holders.
VI. Issuance of Fractional Shares. Series BB Preferred Stock
may be issued in fractions of a share which shall entitle the holder,
in proportion to such holder's fractional shares to exercise voting
rights, receive dividends, participate in distributions and to have
the benefit of all other rights of holders of Series BB Preferred
Stock.
