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EXHIBIT 4
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF 3%
CUMULATIVE CONVERTIBLE PREFERRED STOCK
OF
AMERADA HESS CORPORATION
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
We, the undersigned, John B. Hess, Chief Executive Officer and Carl T.
Tursi, Secretary of Amerada Hess Corporation, a Delaware corporation
(hereinafter called the "Corporation"), pursuant to the provisions of Sections
103 and 151 of the General Corporation Law of the State of Delaware, do hereby
make this Certificate of Designations and do hereby state and certify that
pursuant to the authority expressly vested in the Board of Directors of the
Corporation by the Restated Certificate of Incorporation, the Board of Directors
duly adopted the following resolutions:
RESOLVED, that the Corporation be, and hereby is, authorized to arrange
for the issuance, in connection with the Merger, of 3% Cumulative
Convertible Preferred stock with a liquidation value of $50 per share
and a conversion ratio equal to (x) $50 divided by (y) 1.23 times the
average of the closing prices of the Corporation's common stock on the
15 business days immediately preceding closing of the Merger (the "3%
Cumulative Preferred"); and
FURTHER RESOLVED, that the Corporation establish a Committee of the
Board to consist of John B. Hess, Chairman of the Board, John Y.
Schreyer, Executive Vice President and Chief Financial Officer and J.
Barclay Collins, Executive Vice President and General Counsel which
shall have all powers of the Board in connection with the 3% Cumulative
Preferred and shall be and hereby is authorized to determine the rights
and preferences of the 3% Cumulative Preferred;
and that such Committee of the Board of Directors of the Corporation resolved
that each share of such series of preferred stock shall rank equally in all
respects and shall be subject to the following provisions:
1. Designation of Series and Number of Shares. This series of the
Preferred Stock shall be designated "Preferred Stock, 3% Cumulative Convertible
Series", to consist of 330,000 shares. The Board of Directors is hereby
authorized by resolution, to increase or decrease (but not below the number of
shares thereof then outstanding) the number of shares of the 3% Cumulative
Preferred.
2. Dividends. The holders of shares of the 3% Cumulative Preferred
shall be entitled to receive cumulative dividends at the rate of $1.50 per share
per annum in cash, and no more, except to the extent otherwise permitted by
Paragraph 7, payable quarterly on the last days of January, April, July and
October in each year. Such dividends shall accrue and become cumulative, whether
or not earned or declared, as to all shares of the 3% Cumulative
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Preferred issued on the date of the filing under the laws of Delaware of the
Agreement and Plan of Merger dated as of February 10, 2000 between Amerada Hess
Corporation and The Meadville Corporation, and, as to each share of the 3%
Cumulative Preferred issued thereafter, from such date as shall make the
dividend rights of such share the same as the dividend rights per share of the
then outstanding shares of the 3% Cumulative Preferred. Dividends will
accumulate to the extent they are not paid on the payment date for the quarter
to which they relate. Such accumulated unpaid dividends will accrue and cumulate
at a rate of 3% per annum. The Corporation will take all reasonable actions
required or permitted under Delaware law to permit the payment of dividends on
the 3% Cumulative Preferred.
Except as to dividends permitted by Paragraph 7, in case dividends for
any quarterly dividend period on all shares of the 3% Cumulative Preferred and
all shares of all other series of Preferred Stock ranking on a parity with the
3% Cumulative Preferred as to dividends are not paid in full, all shares of the
3% Cumulative Preferred and of all such other series shall participate ratably
in the payment of dividends for such period in proportion to the full amounts of
dividends for such period to which they are respectively entitled, provided,
however, that no dividend shall be paid on any such other series for any
dividend period until dividends payable on the 3% Cumulative Preferred for all
dividend periods prior to the first dividend period of any such other series
shall have been paid, or declared and set apart for payment, in full.
So long as any shares of the 3% Cumulative Preferred are outstanding,
the Corporation shall not declare and pay or set apart for payment any dividends
or make any other distribution on junior stock (being common stock, $1.00 par
value of the Corporation (the "Common Stock") or other stock of the Corporation
ranking junior to the Preferred Stock as to dividends) and shall not redeem
(whether through the operation of a sinking fund or otherwise), purchase or
otherwise acquire, or permit any subsidiary to purchase or otherwise acquire,
any shares of such junior stock, or create any sinking fund for the acquisition
of any shares of any such junior stock, if at the time of making such
declaration, payment, distribution, redemption, purchase or acquisition the
Corporation shall not have declared and paid upon, or declared and set apart a
sufficient sum for the payment of all dividends for all preceding dividend
periods on all outstanding shares of the 3% Cumulative Preferred (provided,
however, that, notwithstanding the foregoing, the Corporation may at any time
redeem, purchase or otherwise acquire shares of such junior stock in exchange
for, or out of the net proceeds from the substantially concurrent sale or other
issue of, other shares of such junior stock), and the Corporation shall not
redeem (whether through the operation of a sinking fund or otherwise), purchase
or otherwise acquire, or permit any subsidiary to purchase or otherwise acquire,
any shares of any series of the preferred stock (collectively, the "Preferred
Stock"), or any other class of stock of the Corporation, ranking as to dividends
on a parity with the 3% Cumulative Preferred, if at the time of making such
redemption, purchase or acquisition the Corporation shall not have declared and
paid upon, or declared and set apart a sufficient sum for the payment of all
dividends for all preceding dividend periods on all outstanding shares of the 3%
Cumulative Preferred (provided, however, that, notwithstanding the foregoing,
the Corporation may at any time redeem, purchase or otherwise acquire shares of
such series or class in exchange for, or out of the net proceeds from the
substantially concurrent sale or other
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issue of, other shares of such series or class.
3. Redemption. The shares of the 3% Cumulative Preferred may not be
redeemed before June 15, 2020. On and after the date, such shares may be
redeemed by the Corporation at $50 per share plus an amount equal to all accrued
and unpaid dividends thereon to and including the Redemption Date.
4. Liquidation. In the event of any voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Corporation, after
payment or provision for payment of the debts and other liabilities of the
Corporation and all amounts due in such event on any class or series of stock of
the corporation ranking prior to the 3% Cumulative Preferred upon liquidation,
the holders of the 3% Cumulative Preferred shall be entitled to receive, from
the net assets of the Corporation upon voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation, $50 per share; plus
an amount equal to all dividends accrued and unpaid on such share up to and
including the date fixed for distribution, and no more, before any distribution
shall be made to the holders of the Common Stock or other stock of the
Corporation ranking junior to the Preferred Stock upon liquidation, provided
that the right of the holders of the 3% Cumulative Preferred so to receive such
amounts in any such event shall not constitute any restriction on the right,
power of authority of the Board of Directors of the Corporation to declare and
pay dividends or make any other distribution on the shares of the capital stock
of the Corporation.
If upon any such dissolution, liquidation or winding up of the affairs
of the Corporation its net assets shall be insufficient to permit the payment in
full of the respective amounts to which the holders of all outstanding shares of
the 3% Cumulative Preferred and all outstanding shares of stock of the
Corporation ranking on a parity upon liquidation with the 3% Cumulative
Preferred upon such dissolution, liquidation or winding up are entitled in such
event, the entire remaining net assets of the Corporation shall be distributed
among the holders of the 3% Cumulative Preferred and such other stock in amounts
proportionate to the full amount to which they are respectively so entitled.
Neither the merger nor consolidation of the Corporation, nor the sale,
lease or conveyance of all or part of its assets, shall be deemed to be a
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation within the meaning of this Paragraph 4.
5. Voting Rights.
(a) General. Except as set forth in subparagraphs (b) and (c) of this
Paragraph 5, the shares of the 3% Cumulative Preferred shall be non-voting.
(b) Special as Series. So long as any shares of the 3% Cumulative
Preferred are outstanding, the Corporation shall not, without the affirmative
vote at a duly authorized meeting or written consent of the holders of at least
two-thirds of the aggregate number of shares of the 3% Cumulative Preferred at
the time outstanding, voting or consenting, as the
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case may be, separately as a series, (1) alter or change any of the provisions
of the 3% Cumulative Preferred, so as adversely to affect the preferences,
special rights or powers given to the 3% Cumulative Preferred or (ii) create,
authorize or issue any class of stock ranking prior to the 3% Cumulative
Preferred with respect to dividends or upon liquidation, dissolution or winding
up.
(c) Right to Elect Directors. If and whenever dividends payable on the
Preferred Stock shall be in default in an aggregate amount equivalent to six
full quarterly dividends on all shares of the Preferred Stock at the time
outstanding, the number of directors constituting the Board of Directors shall
be increased by one and the holders of the Preferred Stock shall have, in
addition to any other voting rights, the exclusive and special right, voting
separately as a class without regard to series, to elect one person to fill such
directorships. Whenever such right shall have vested, it shall be exercised
initially at the next following election of directors by the stockholders and
shall continue until the dividends in default on the Preferred Stock shall have
been paid in full or funds sufficient therefor set aside, and, when such
dividends are paid or provided for, such right shall terminate, subject to
revesting in the event of each and every subsequent default in an aggregate
amount equivalent to six full quarterly dividends.
At any meeting held for the election of directors at which the holders
of shares of Preferred Stock shall have the right, voting as a class, to elect
directors as herein provided, the presence, in person or by proxy, of the
holders of one-third of the number of shares of Preferred Stock at the time
outstanding shall be required to constitute a quorum of such class for the
election of any director by the holders of such class. At any such meeting or
adjournment thereof, (i) the absence of a quorum of Preferred Stock shall not
prevent the election of directors other than those to be elected by the holders
of shares of Preferred Stock voting as a class and the absence of a quorum for
the election of such other directors shall not prevent the election of the
directors to be elected by holders of shares of Preferred Stock voting as a
class, and (ii) in the absence of either or both such quorums, a majority of the
holders present in person or by proxy of the stock or stocks which lack a quorum
shall have power to adjourn the meeting for the election of directors which they
are entitled to elect from time to time, without notice other than announcement
at the meeting, until a quorum shall be present. The directors elected pursuant
to this subparagraph (d) shall serve until the next annual meeting or until
their respective successors shall be elected and shall qualify, provided,
however, that when the right of the holders of the Preferred Stock to elect
directors as herein provided shall terminate, the terms of office of all persons
so elected by the holders of the Preferred Stock shall terminate, and the number
of directors of Corporation shall thereupon be such number as may be provided
for in the by-laws of the Corporation irrespective of any increase made pursuant
to this subparagraph (d). During any period in which the holders of shares of
Preferred Stock have the right to elect directors as provided for herein, any
vacancy in the directors elected by the holder of the Preferred Stock shall be
filed by the vote of the remaining director theretofore elected by the holders
of the Preferred Stock.
6. Conversion Rights.
(a) Original Conversion Price. Subject to the provisions for adjustment
hereinafter
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set forth, each share of the 3% Cumulative Preferred shall be convertible at the
option of the holder thereof, at any time on or after May 15, 2000 upon
surrender to any transfer agent for the 3% Cumulative Preferred of the
certificate or certificates evidencing the shares so to be converted, into fully
paid and nonassessable shares of Common Stock of the Corporation at a conversion
ratio equal to (x) $50 divided by (y) 1.23 times the average of the closing
prices of Common Stock on the fifteen business days immediately preceding May
15, 2000 (the "Conversion Ratio"). The right to convert shares of the 3%
Cumulative Preferred called for redemption shall terminate at the close of
business on the third business day prior to the Redemption Date. Upon
conversion, no payment or adjustment shall be made for dividends on the shares
of the 3% Cumulative Preferred so converted.
(b) Adjustment of Conversion Ratio. The numbers of shares of Common
Stock into which each share of the 3% Cumulative Preferred is convertible shall
be subject to adjustment from time to time only as follows:
(i) If the corporation shall hereafter pay a dividend or make a
distribution in Common Stock to all holders of any outstanding class or series
of Common Stock, the Conversion Ratio in effect at the opening of business on
the date following the date fixed for the determination of shareholders entitled
to receive such dividend or other distribution shall be increased by multiplying
such Conversion Ratio by a fraction of which the denominator shall be the number
of shares of Common Stock outstanding at the close of business on the record
date fixed for such determination and the numerator shall be the sum of such
number of outstanding shares and the total number of shares constituting such
dividend or other distribution, such increase to become effective immediately
after the opening of business on the day following the record date. If any
dividend or distribution of the type described in this provision (a) is declared
but not so paid or made, the Conversion Ratio shall again be adjusted to the
Conversion Ratio which would then be in effect if such dividend or distribution
had not been declared.
(ii) If the outstanding shares of Common Stock shall be subdivided into
a greater number of shares of Common Stock, the Conversion Ratio in effect at
the opening of business on the day following the day upon which such subdivision
becomes effective shall be proportionately increased and, conversely, if the
outstanding shares of Common Stock shall be combined into a smaller number of
shares of Common Stock, the Conversion Ratio in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be proportionately reduced, such increase or reduction, 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 offer or issue rights, options or
warrants to all holders of its outstanding Common Stock entitling them to
subscribe for or purchase Common Stock at a price per share less than the
Current Market Price (as defined below) on the record date fixed for the
determination of shareholders entitled to receive such rights or warrants, the
Conversion Ratio shall be adjusted so that the same shall equal the ratio
determined by multiplying the Conversion Ratio in effect at the opening of
business on the date after such
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record date by a fraction of which the denominator shall be the number of shares
of Common Stock outstanding at the close of business on the record date plus the
number of shares of Common Stock which the aggregate offering price of the total
number of shares of Common Stock subject to such rights, options or warrants
would purchase at such Current Market Price and of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on the
record date plus the total number of additional shares of Common Stock subject
to such rights, options or warrants for subscription or purchase. Such
adjustment shall become effective immediately after the opening of business on
the day following the record date fixed for determination of shareholders
entitled to purchase or receive such rights or warrants. To the extent that
shares of Common Stock are not delivered pursuant to such rights, options or
warrants, upon the expiration or termination of such rights or warrants the
Conversion Ratio shall again be adjusted to be the Conversion Ratio which would
then be in effect had the adjustments made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of
Common Stock actually delivered. If such rights or warrants are not so issued,
the Conversion Ratio shall again be adjusted to be the Conversion Ratio which
would then be in effect if such date fixed for the determination of shareholders
entitled to receive such rights or warrants had not been fixed. In determining
whether any rights or warrants entitle the holders to subscribe for or purchase
Common Stock at less than such Current Market Price, and in determining the
aggregate offering price of such shares of Common Stock, there shall be taken
into account any consideration received for such rights or warrants, with the
value of such consideration, if other than cash, to be determined by the Board
of Directors.
(iv) If the Corporation distributes to all holders of its Common Stock
any of its assets or debt securities of the Company, the conversion ratio shall
be adjusted in accordance with the formula:
M
-----
C' = C X M - F
where:
C'= the adjusted conversion ratio.
C = the current conversion ratio.
M = the current market price per share of Common Stock on the record
date mentioned below.
F = the fair market value on the record date of the assets,
securities, rights or warrants applicable to one share of Common
Stock. The Board of Directors shall determine the fair market
value in good faith.
The adjustment shall become effective immediately after the record date
for the determination of stockholders entitled to receive the distribution. This
paragraph does not apply to cash dividends or cash distributions paid out of
consolidated current or retained earnings as shown on the books of the
Corporation. Also, this paragraph does not apply to rights or warrants referred
to in paragraph (iii).
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(v) In paragraphs (iii) and (iv), the Current Market Price per share of
Common Stock on any date is the average of the Quoted Prices of the Common Stock
for 30 consecutive trading days commencing 45 trading days before the date in
question. In the absence of one or more such quotations, the Corporation shall
determine the Current Market Price on the basis of such quotations as it
considers appropriate.
(vi) No adjustment need be made for rights to purchase Common Stock
pursuant to a Corporation dividend reinvestment plan. No adjustment need be made
for a change in the par value or no par value of the Common Stock.
(vii) The Corporation from time to time may increase the conversion
ratio by any amount for any period of time if the period is at least 20 days and
if the increase is irrevocable during the period. Whenever the conversion ratio
is increased, the Corporation shall mail to Security holders a notice of the
increase. The Corporation shall mail the notice at least 15 days before the date
the increased conversion ratio takes effect. The notice shall state the
increased conversion ratio and the period it will be in effect. An increase of
the conversion ratio does not change or adjust the conversion ratio otherwise in
effect for purposes of paragraphs (i) through (iii).
(viii) If:
(1) the Corporation takes any action that would require an adjustment
in the conversion ratio pursuant to paragraphs (i), (ii) or (iii) and if the
Corporation does not let holders of the 3% Convertible Preferred participate
pursuant to paragraph (v);
(2) the Corporation takes any action that would require an adjustment
pursuant to paragraph (viii); or
(3) there is a liquidation or dissolution of the Corporation,
the Corporation shall mail to holders of the 3% Convertible Preferred a notice
stating the proposed record date for a dividend or distribution or the proposed
effective date of a subdivision, combination, reclassification, consolidation,
merger, transfer, lease, liquidation or dissolution. The Corporation shall mail
the notice at least 15 days before such date. Failure to mail the notice or any
defect in it shall not affect the validity of the transaction.
(ix) If the Corporation is a party to a merger or consolidation which
reclassifies or changes its outstanding Common Stock or a transaction pursuant
to which all or substantially all shares of Common Stock shall be exchanged for,
converted into, acquired for or constitute solely the right to receive
securities, cash or other property, the person obligated to deliver securities,
cash or other assets upon conversion of shares of 3% Convertible Preferred shall
provide that the holder of a share of 3% Convertible Preferred may convert it
into the kind and amount of securities, cash or other assets which he would have
owned immediately after the consolidation, merger, transfer or lease if he had
converted the share immediately before the effective date of the transaction.
Thereafter such shares shall be entitled to adjustments which
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shall be as nearly equivalent as may be practical to the adjustments provided
for in this Section. The successor Corporation shall mail to holders of shares
of 3% Convertible Preferred a notice briefly describing the provisions made. If
this paragraph applies, paragraph (i) does not apply.
(x) Any determination that the Corporation or the Board of Directors
must make pursuant to this Section is conclusive unless made in bad faith.
(xi) In addition, in the event that any other transaction or event
occurs that is applicable to holders of Common Stock generally as to which the
foregoing Conversion Ratio adjustment provisions are not strictly applicable but
the failure to make any adjustments would adversely affect the conversion rights
represented by the 3% Cumulative Preferred in accordance with the essential
intent and principles of such provisions, then, in each such case, either (i)
the corporation will appoint an investment banking firm of recognized national
standing, or any other financial expert that does not (or whose directors,
officers, employees, affiliates or shareholders do not) have a direct or
material indirect financial interest in the corporation or any of its
subsidiaries, who has been, and, at the time it is called upon to give
independent financial advice to the corporation, is not (and none of its
directors, officers, employees, affiliates or shareholders are) a promoter,
director or officer of the corporation or any of its subsidiaries, which will
give their opinion upon or (ii) the Board of Directors shall, in its sole
discretion, determine consistent with the Board of Directors' fiduciary duties
to the holders of the corporation's Common Stock, the adjustment, if any, on a
basis consistent with the essential intent and principles established in the
foregoing Conversion Ratio adjustment provisions, necessary to preserve, without
dilution, the conversion rights represented by the 3% Cumulative Preferred. Upon
receipt of such opinion or determination, the corporation will promptly mail a
copy thereof to the Holders of the 3% Cumulative Preferred and will, subject to
the fiduciary duties of the board of Directors, make the adjustment described
therein.
(xii) No fractional share of stock of the Corporation shall be issued
upon any conversion but, in lieu of the issuance of the fraction of a share to
which the holder would otherwise have been entitled, there shall be paid to the
holder of the shares of the 3% Cumulative Preferred surrendered for conversion,
as soon as practicable after the date such shares are surrendered for
conversion, an amount in cash equal to the same fraction of the market value of
a full share of the shares to be received upon the conversion, unless the Board
of Directors shall determine to adjust fractional shares by issue of fractional
scrip certificates or in some other manner. For such purpose, the market value
of the shares to be received upon the conversion shall be the last sales price
thereof, regular way on the New York Stock Exchange, on the business day
immediately preceding the date upon which the shares of the 3% Cumulative
Preferred are surrendered for conversion, or, in case no such sale takes place
on such day, the average of the closing bid and asked prices thereof, regular
way on such Exchange on such day. If shares of the stock to be received upon
conversion are not then listed on the New York Stock Exchange, such market value
shall be determined in the manner fixed by the Board of Directors.
(xiii) No adjustment in the number of shares into which each share of
the 3%
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Cumulative Preferred is convertible shall be required unless such adjustment
would require an increase or decrease of at least 1/100th of a share in the
number of shares into which such share is then convertible; provided, however,
that any adjustments which by reason of this subdivision are not required to be
made shall be carried forward and taken into account in any subsequent
adjustment.
(xiv) Whenever any adjustment is required in the shares into which each
share of the 3% Cumulative Preferred is convertible, the Corporation shall
forthwith (A) file with the transfer agent or transfer agents for the shares of
the 3% Cumulative Preferred a statement describing in reasonable detail the
adjustment and the method of calculation used and (B) cause a copy of such
notice to be mailed to the holders of record of the shares of the 3% Cumulative
Preferred.
(c) Reservation of Stock for Conversions. The Corporation shall at all
times reserve and keep available out of its authorized but unissued shares the
full number of shares into which all shares of the 3% Cumulative Preferred from
time to time outstanding are convertible, but shares held in treasury of the
Corporation may be delivered, in the Corporation's discretion, upon any
conversion of shares of the 3% Cumulative Preferred.
(d) Issue Taxes. The Corporation will pay any and all issue and other
taxes that may be payable in respect of any issue of shares on conversion of
shares of the 3% Cumulative Preferred pursuant hereto. The Corporation shall
not, however, be required to pay any tax which may be payable in respect of any
transfer involved in such issue of shares in a name other than that in which the
shares so converted were registered, and no such issue shall be made unless and
until the person requesting such issue 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.
7. Dividends in Securities or Other Property. In the event the
Corporation shall pay on any stock of the Corporation into which shares of the
3% Cumulative Preferred are at the time convertible, any dividend or other
distribution consisting of securities, evidence of indebtedness or any other
assets of any corporation other than the Corporation; it shall on the same date
pay, on the shares of the 3% Cumulative Preferred, a dividend or distribution
consisting of such securities, evidences of indebtedness or other assets in an
amount per share equal to the amount thereof which the holder of a share of the
3% Cumulative Preferred would have been entitled to receive had the share held
by him been converted immediately prior to the taking of a record of the holders
of such share of the Corporation for the purpose of entitling them to receive
such dividend or distribution, such dividend or distribution on the shares of
the 3% Cumulative Preferred to be payable to the holders of share of the 3%
Cumulative Preferred who are holders of record on the books of the Corporation
on the same date as is used for the taking of a record of the holders of such
stock of the Corporation for such dividend or distribution.
8. Reports. The Corporation files annual, quarterly and special
reports, proxy statements and other information with the Securities and Exchange
Commission. Upon the
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request of a holder of 3% Cumulative Preferred, the Corporation will furnish
such Holder with a copy of such reports.
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IN WITNESS WHEREOF, AMERADA HESS CORPORATION has caused this
Certificate of Designations to be signed and attested to by the undersigned this
11th day of May. 2000.
AMERADA HESS CORPORATION
By: /s/ John B. Hess
Name: John B. Hess
Title: Chief Executive Officer
ATTEST:
By: /s/ Carl T. Tursi
Name: Carl T. Tursi
Title: Secretary
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