SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
United Dominion Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
Virginia
54-085752
(State of incorporation or (IRS employer
organization) identification no.)
10 South Sixth Street, Suite 203, Richmond Virginia 23219-3802
(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
9 1/4% Series A Cumulative
Redeemable Preferred Stock,
no par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class) (Title of class)
Item 1. Description of Registrant's Securities to be
Registered.
The description of the registrant's 9 1/4% Series A Cumulative
Redeemable Preferred Stock, no par value, contained under the
caption "Description of Preferred Stock" on pages S-9 through and
including S-11 of its Prospectus Supplement dated April 13, 1995,
filed with the Commission pursuant to Rule 424(b) on April 17,
1995 (File No. 33-55159), and related material contained under
the caption "Description of Capital Stock" on pages 14 through
and including 17 of its Prospectus dated September 20, 1994,
filed with the Commission pursuant to Rule 424(b) on September
21, 1994 (File No. 33-55159) are incorporated herein by
reference.
Item 2. Exhibits.
The following exhibits are filed as a part hereof:
I(a) - Restated Articles of Incorporation (filed as
Exhibit 3 to the registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992, and
incorporated by reference herein)
I(b) - Amendment of Restated Articles of Incorporation
(filed as Exhibit 6(a)(2) to the registrant's Form
8-A Registration Statement relating to its Common
Stock, $1 par value, and incorporated by reference
herein)
I(c) - Amendment of Restated Articles of Incorporation
I(d) - By-laws (filed as Exhibit 4(c) to the registrant's
Form S-3 Registration Statement (Registration No.
33-44743) filed with the Commission on December
31, 1991, and incorporated by reference herein)
i(e) - Specimen certificate for shares of 9 1/4% Series A
Cumulative Redeemable Preferred Stock, no par
value
I(f) - Loan Agreement dated as of November 7, 1991,
between the registrant and Aid Association for
Lutherans (filed as Exhibit 6(c)(1) to the
registrant's Form 8-A Registration Statement
relating to its Common Stock, $1 par value, and
incorporated by reference herein)
I(g) - Loan Agreement dated as of November 14, 1991,
between the registrant and Signet Bank/Virginia
(filed as Exhibit 6(c)(2) to the registrant's Form
8-A Registration Statement relating to its Common
Stock, $1 par value, and incorporated by reference
herein)
I(h) - Note Purchase Agreement dated as of February 19,
1992, between the registrant and Principal Mutual
Life Insurance Company (filed as Exhibit 6(c)(3)
to the registrant's Form 8-A Registration
Statement relating to its Common Stock, $1 par
value, and incorporated by reference herein)
I(i) - Note Purchase Agreement dated as of January 15,
1993, between the registrant and CIGNA Property
and Casualty Insurance Company, Connecticut
General Life Insurance Company, Connecticut
General Life Insurance Company, on behalf of one
or more separate accounts, Insurance Company of
North America, Principal Mutual Life Insurance
Company and Aid Association for Lutherans (filed
as Exhibit 6(c)(5) to the registrant's Form 8-A
Registration Statement relating to its Common
Stock, $1 par value, and incorporated by reference
herein)
I(j) - Credit Agreement dated as of December 15, 1994,
between the registrant and First Union National
Bank of Virginia (filed as Exhibit 6(c)(6) to the
registrant's Form 8-A Registration Statement
relating to its Common Stock, $1 par value, and
incorporated by reference herein)
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Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
UNITED DOMINION REALTY TRUST, INC.
(Registrant)
By s/James Dolphin
James Dolphin
Senior Vice President
Dated: April 24, 1995
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Exhibit I(c)
The corporation's Articles of Incorporation shall be amended
to add a new subsection (a) to Article 3 to read as follows:
(a) 9 1/4% Series A Cumulative Redeemable Preferred Stock.
(1) Designation and Number. A series
of the preferred stock, designated the "9 1/4%
Series A Cumulative Redeemable Preferred
Stock" (the "Series A Preferred"), is hereby
established. The number of shares of the
Series A Preferred shall be 4,600,000.
(2) Relative Seniority. In respect of
rights to receive dividends and to
participate in distributions or payments in
the event of any liquidation, dissolution or
winding up of the corporation, the Series A
Preferred shall rank senior to the common
stock and any other capital stock of the
corporation ranking, as to dividends and upon
liquidation, junior to the Series A Preferred
(collectively, "Junior Stock").
(3) Dividends. The holders of the then
outstanding Series A Preferred shall be
entitled to receive, when and as declared by
the Board of Directors out of any funds
legally available therefor, cumulative
preferential cash dividends at the rate of
9 1/4% of the liquidation preference of the
Series A Preferred (equivalent to $2.3125 per
share) per annum, payable quarterly in
arrears in cash on the fifteenth day, or the
next succeeding business day, of January,
April, July and October in each year,
beginning July 15, 1995 (each such day being
hereinafter called a "Dividend Payment Date"
and each period beginning on the day next
following a Dividend Payment Date and ending
on the next following Dividend Payment Date
being hereinafter called a "Dividend
Period"), to shareholders of record at the
close of business on the first day of the
calendar month in which the applicable
Dividend Payment Date falls on or such date
as shall be fixed by the Board of Directors
at the time of declaration of the dividend
(the "Dividend Record Date"), which shall be
not less than 10 nor more than 30 days
preceding the Dividend Payment Date. The
amount of any dividend payable for the
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initial Dividend Period and for any other
partial Dividend Period shall be computed on
the basis of a 360-day year consisting of
twelve 30-day months. Dividends on the
shares of Series A Preferred shall accrue and
be cumulative from and including the date of
original issue thereof, whether or not (i)
the corporation has earnings, (ii) dividends
on such shares are declared or (iii) on any
Dividend Payment Date there shall be funds
legally available for the payment of such
dividends. When dividends are not paid in
full upon the shares of Series A Preferred
and the shares of any other series of
preferred stock ranking on a parity as to
dividends with the Series A Preferred (or a
sum sufficient for such full payment is not
set apart therefor), all dividends declared
upon shares of Series A Preferred and any
other series of preferred stock ranking on a
parity as to dividends with the Series A
Preferred shall be declared pro rata so that
the amount of dividends declared per share on
the Series A Preferred and such other series
of preferred stock shall in all cases bear to
each other the same ratio that accrued
dividends per share on the shares of Series A
Preferred and such other series of preferred
stock bear to each other.
Except as provided in the immediately
preceding paragraph, unless full cumulative
dividends on the Series A Preferred have been
or contemporaneously are declared and paid or
declared and a sum sufficient for the payment
thereof set apart for payment on the Series A
Preferred for all past dividend periods and
the then current dividend period, (i) no
dividends shall be declared or paid or set
apart for payment on the preferred stock of
the corporation ranking, as to dividends, on
a parity with or junior to the Series A
Preferred for any period, and (ii) no
dividends (other than in Junior Stock) shall
be declared or paid or set aside for payment
or other distribution or shall be declared or
made upon the Junior Stock or any other
capital stock of the corporation ranking on a
parity with the Series A Preferred as to
dividends or upon liquidation ("Parity
Stock"), nor shall any Junior Stock or any
Parity Stock 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 Junior Stock or Parity Stock) by the
corporation (except by conversion into or
exchange for Junior Stock).
Any dividend payment made on shares of
the Series A Preferred shall first be
credited against the earliest accrued but
unpaid dividend due with respect to such
shares which remains payable.
No dividends on shares of Series A
Preferred shall be declared by the Board of
Directors of the corporation or paid or set
apart for payment by the corporation at such
time as the terms and provisions of any
agreement of the corporation, including any
agreement relating to its indebtedness,
prohibits such declaration, payment or
setting apart for payment or provides that
such declaration, payment or setting apart
for payment would constitute a breach thereof
or a default thereunder, or if such
declaration or payment shall be restricted or
prohibited by law.
The amount of any dividends accrued on
any shares of Series A Preferred at any
Dividend Payment Date shall be the amount of
any unpaid dividends accumulated thereon, to
and including such Dividend Payment Date,
whether or not earned or declared, and the
amount of dividends accrued on any shares of
Series A Preferred at any date other than a
Dividend Payment Date shall be equal to the
sum of the amount of any unpaid dividends
accumulated thereon, to and including the
last preceding Dividend Payment Date, whether
or not earned or declared, plus an amount
calculated on the basis of the annual
dividend rate for the period after such last
preceding Dividend Payment Date to and
including the date as of which the
calculation is made, based on a 360-day year
of twelve 30-day months.
Accrued but unpaid dividends on the
Series A Preferred will not bear interest.
Holders of the Series A Preferred will not be
entitled to any dividends in excess of full
cumulative dividends as described above.
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Except as provided in these Articles,
the Series A Preferred shall not be entitled
to participate in the earnings or assets of
the corporation.
(4) Liquidation Rights.
(A) Upon the voluntary or involuntary
dissolution, liquidation or winding up of the
corporation, the holders of shares of the
Series A Preferred then outstanding shall be
entitled to receive and to be paid out of the
assets of the corporation legally available
for distribution to its shareholders, before
any distribution shall be made to the holders
of common stock or any other capital stock of
the corporation ranking junior to the Series
A Preferred upon liquidation, a liquidation
preference of $25.00 per share, plus accrued
and unpaid dividends thereon to the date of
payment.
(B) After the payment to the holders of
the shares of the Series A Preferred of the
full liquidation preference provided for in
this paragraph (4), the holders of the Series
A Preferred as such shall have no right or
claim to any of the remaining assets of the
corporation.
(C) If, upon any voluntary or
involuntary dissolution, liquidation, or
winding up of the corporation, the amounts
payable with respect to the liquidation
preference of the shares of the Series A
Preferred and any other shares of stock of
the corporation ranking as to any such
distribution on a parity with the shares of
the Series A Preferred are not paid in full,
the holders of the shares of the Series A
Preferred and of such other shares will share
ratably in any such distribution of assets of
the corporation in proportion to the full
respective liquidation preferences to which
they are entitled.
(D) Neither the sale, lease, transfer
or conveyance of all or substantially all the
property or business of the corporation, nor
the merger or consolidation of the
corporation into or with any other
corporation or the merger or consolidation of
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any other corporation into or with the
corporation, shall be deemed to be a
dissolution, liquidation or winding up,
voluntary or involuntary, for the purposes of
this paragraph (4).
(5) Redemption.
(A) Right of Optional Redemption. The
Series A Preferred is not redeemable prior to
April 24, 2000. On and after April 24, 2000,
the corporation may, at its option, redeem at
any time all or, from time to time, part of
the Series A Preferred at a price per share
(the "Series A Redemption Price"), payable in
cash, of $25.00, together with all accrued
and unpaid dividends to and including the
date fixed for redemption (the "Series A
Redemption Date"), without interest. In case
of redemption of less than all shares of
Series A Preferred at the time outstanding,
the shares of Series A Preferred to be
redeemed shall be selected pro rata from the
holders of record of such shares in
proportion to the number of shares of Series
A Preferred held by such holders (as nearly
as may be practicable without creating
fractional shares) or by any other equitable
method determined by the corporation.
(B) Procedures for Redemption.
(i) Notice of any redemption will be
(a) given by publication in a newspaper of
general circulation in the City of New York,
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 Series A Redemption Date, and (b) mailed
by the corporation, postage prepaid, not less
than 30 nor more than 60 days prior to the
Series A Redemption Date, addressed to the
respective holders of record of the Series A
Preferred to be redeemed at their respective
addresses as they appear on the stock
transfer records of the corporation. No
failure to give such notice or any defect
therein or in the mailing thereof shall
affect the validity of the proceedings for
the redemption of any Series A Preferred
except as to the holder to whom the
corporation has failed to give notice or
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except as to the holder to whom notice was
defective. In addition to any information
required by law or by the applicable rules of
any exchange upon which Series A Preferred
may be listed or admitted to trading, such
notice shall state: (a) the Series A
Redemption Date; (b) the Series A Redemption
Price; (c) the number of shares of Series A
Preferred to be redeemed; (d) the place or
places where certificates for such shares are
to be surrendered for payment of the Series A
Redemption Price; and (e) that dividends on
the shares to be redeemed will cease to
accumulate on the Series A Redemption Date.
If less than all the shares of Series A
Preferred held by any holder are to be
redeemed, the notice mailed to such holder
shall also specify the number of shares of
Series A Preferred held by such holder to be
redeemed.
(ii) If notice of redemption of any
shares of Series A Preferred has been
published and mailed in accordance with
subparagraph (5)(B)(i) above and provided
that on or before the Series A Redemption
Date specified in such notice all funds
necessary for such redemption shall have been
irrevocably set aside by the corporation,
separate and apart from its other funds in
trust for the benefit of any holders of the
shares of Series A Preferred so called for
redemption, so as to be, and to continue to
be available therefor, then, from and after
the Series A Redemption Date, dividends on
such shares of Series A Preferred shall cease
to accrue, and such shares shall no longer be
deemed to be outstanding and shall not have
the status of Series A Preferred and all
rights of the holders thereof as shareholders
of the corporation (except the right to
receive the Series A Redemption Price) shall
terminate. Upon surrender, in accordance
with said notice, of the certificates for any
shares of Series A Preferred so redeemed
(properly endorsed or assigned for transfer,
if the corporation shall so require and the
notice shall so state), such shares of Series
A Preferred shall be redeemed by the
corporation at the Series A Redemption Price.
In case less than all the shares of Series A
Preferred represented by any such certificate
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are redeemed, a new certificate or
certificates shall be issued representing the
unredeemed shares of Series A Preferred
without cost to the holder thereof.
(iii) The deposit of funds with a
bank or trust company for the purpose of
redeeming Series A Preferred shall be
irrevocable except that:
(a) the corporation shall be
entitled to receive from such bank
or trust company the interest or
other earnings, if any, earned on
any money so deposited in trust,
and the holders of any shares
redeemed shall have no claim to
such interest or other earnings;
and
(b) any balance of monies so
deposited by the corporation and
unclaimed by the holders of the
Series A Preferred entitled thereto
at the expiration of two years from
the applicable Series A Redemption
Date shall be repaid, together with
any interest or other earnings
earned thereon, to the corporation,
and after any such repayment, the
holders of the shares entitled to
the funds so repaid to the
corporation shall look only to the
corporation for payment without
interest or other earnings.
(C) Limitations on Redemption
(i) The Series A Redemption Price
(other than the portion thereof consisting of
accrued and unpaid dividends) shall be
payable solely out of the sale proceeds of
other capital stock of the corporation and
from no other source.
(ii) Unless full cumulative dividends on
all shares of Series A Preferred shall have
been or contemporaneously are declared and
paid or declared and a sum sufficient for the
payment thereof set apart for payment for all
past Dividend Periods and the then current
Dividend Period, no Series A Preferred shall
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be redeemed (unless all outstanding shares of
Series A Preferred are simultaneously
redeemed) or purchased or otherwise acquired
directly or indirectly (except by exchange
for Junior Stock); provided, however, that
the foregoing shall not prevent the
redemption of Series A Preferred pursuant to
Article 4 or the purchase or acquisition of
Series A Preferred pursuant to a purchase or
exchange offer made on the same terms to
holders of all outstanding shares of Series A
Preferred.
(D) Rights to Dividends on Shares
Called for Redemption. If the Series A
Redemption Date is after a Dividend Record
Date and before the related Dividend Payment
Date, the dividend payable on such Dividend
Payment Date shall be paid to the holder in
whose name the shares of Series A Preferred
to be redeemed are registered at the close of
business on such Dividend Record Date
notwithstanding the redemption thereof
between such Dividend Record Date and the
related Dividend Payment Date or the
corporation's default in the payment of the
dividend due. Except as provided in this
paragraph (5), the corporation will make no
payment or allowance for unpaid dividends,
whether or not in arrears, on called Series A
Preferred.
(6) Voting Rights. Except as required
by the Virginia Stock Corporation Act and
except as otherwise provided in this
paragraph (6), the holders of the Series A
Preferred shall not be entitled to vote at
any meeting of the shareholders for election
of directors or for any other purpose or
otherwise to participate in any action taken
by the corporation or the shareholders
thereof, or to receive notice of any meeting
of shareholders.
(A) Whenever dividends on any shares of
Series A Preferred shall be in arrears for
six or more consecutive quarterly periods,
the holders of such shares of Series A
Preferred (voting separately as a class with
all other series of preferred stock upon
which like voting rights have been conferred
and are exercisable) will be entitled to vote
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for the election of two additional directors
of the corporation at a special meeting
called by the holders of record of at least
10% of the Series A Preferred or the holders
of any other series of preferred stock so in
arrears (unless such request is received less
than 90 days before the date fixed for the
next annual or special meeting of the
shareholders) or at the next annual meeting
of shareholders, and at each subsequent
annual meeting until all dividends
accumulated on such shares of Series A
Preferred for the past Dividend Periods and
the then current Dividend Period shall have
been fully paid or declared and a sum
sufficient for the payment thereof set aside
for payment. In such case, the entire Board
of Directors of the corporation will be
increased by two directors.
(B) So long as any shares of Series A
Preferred remain outstanding, the corporation
shall not, without the affirmative vote of
the holders of at least a majority of the
shares of the Series A Preferred outstanding
at the time, (i) authorize or create, or
increase the authorized or issued amount of,
any class or series of capital stock ranking
prior to the Series A Preferred with respect
to payment of dividends or the distribution
of assets upon liquidation, dissolution or
winding up or reclassify any authorized
capital stock of the corporation into any
such shares, or create, authorize or issue
any obligation or security convertible into
or evidencing the right to purchase any such
shares; or (ii) amend, alter or repeal the
provisions of these Articles, whether by
merger, consolidation or otherwise, so as to
materially and adversely affect any right,
preference, privilege or voting power of the
Series A Preferred or the holders thereof;
provided, however, that any increase in the
amount of the authorized preferred stock or
the creation or issuance of any other series
of preferred stock, or any increase in the
amount of authorized shares of such series,
in each case ranking on a parity with or
junior to the Series A Preferred with respect
to payment of dividends or the distribution
of assets upon liquidation, dissolution or
winding up, shall not be deemed to materially
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and adversely affect such rights,
preferences, privileges or voting powers.
(C) The foregoing voting provisions
will not apply if, at or prior to the time
when the act with respect to which such vote
would otherwise be required shall be
effected, all outstanding shares of Series A
Preferred shall have been redeemed or called
for redemption upon proper notice and
sufficient funds shall have been deposited in
trust to effect such redemption.
(D) So long as the Series A Preferred is listed
or admitted to trading on the New York Stock Exchange,
then notwithstanding anything to the contrary in these
Articles, including without limitation Article 8,
approval by the holders of at least two-thirds of the
outstanding shares of the Series A Preferred shall be
required for adoption of any amendment of these
Articles or of the bylaws of the corporation that would
materially affect the existing terms of the Series A
Preferred.
(7) Conversion of Series A Preferred.
The Series A Preferred is not convertible
into or exchangeable for any other property
or securities of the corporation.
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Exhibit I(e)
[front of certificate]
9 1/4% SERIES A 9 1/4% SERIES A
CUMULATIVE REDEEMABLE CUMULATIVE REDEEMABLE
PREFERRED STOCK PREFERRED STOCK
Number Shares
See reverse for certain definitions CUSIP 910197 20 1
UNITED DOMINION REALTY TRUST, INC.
Incorporated under the laws of the Commonwealth of Virginia
This certifies that is the owner
of
fully paid and non-assessable shares of 9 1/4% Series A Cumulative
Redeemable Preferred Stock, no par value, in
UNITED DOMINION REALTY TRUST, INC.
The holder and every transferee or assignee of this certificate
or shares represented hereby, or of any interest therein, accepts
and agrees to be bound by the provisions of the Articles of
Incorporation of the Company. This certificate and the shares
represented hereby are transferable on the books of the Company
by the registered holder hereof in person or by attorney upon
surrender of this certificate properly endorsed. This
certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar.
In Witness Whereof, the Company has caused this certificate
to be signed by the facsimile signatures of its President and
Secretary.
Dated:
[Facsimile signature] [Facsimile signature]
Secretary President
Countersigned and registered:
MELLON SECURITIES TRUST COMPANY
Transfer Agent and Registrar
By
Authorized Signature
[reverse of certificate]
UNITED DOMINION REALTY TRUST, INC.
Under the Articles of Incorporation of the Company, transfer of
the shares represented hereby may be stopped, and such shares are
subject to redemption, in order to preserve the qualification of
the Company as a "real estate investment trust" under the
Internal Revenue Code.
The Company will furnish to the registered holder of this
certificate on request in writing, without charge, the
designations, relative rights, preferences and limitations
applicable to each class of authorized shares and the variations
in rights, preferences and limitations determined for each series
within a class (and the authority of the Board of Directors to
determine variations for future series).
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COMM -- as tenants in commonUNIF GIFT MIN ACT -- .....Custodian .....
TEN ENT --as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to
survivorship and not as tenantsMinors Act
in common
Additional abbreviations may also be used though not on the above
list.
For Value Received, _____________ hereby sell, assign
and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_________________________________________________________________
_____________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_________________________________________________________________
_____________
_________________________________________________ Shares of
Preferred Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
_________________________________ Attorney to transfer the said
Shares on the books of the within-named Company with full power
of substitution in the premises.
Dated ___________________________
_______________________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the Certificate, in every
particular, without alteration or enlargement, or any change
whatever.
UNITED DOMINION REALTY TRUST, INC.
10 South Sixth Street, Suite 203
Richmond, Virginia 23219-3802
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D.C. 20549
Registration Statement on Form 8-A
Dear Sirs:
Today our counsel is filing with you a registration
statement on Form 8-A (the "Registration Statement") to register
under Section 12(b) of the Securities Exchange Act of 1934, as
amended, our 9 1/4% Series A Cumulative Redeemable Preferred Stock,
no par value (the "Series A Preferred"). We have applied to list
the Series A Preferred on the New York Stock Exchange (the
"Exchange").
The Series A Preferred is a security shelf-registered under
our Form S-3 registration statement under the Securities Act of
1933, as amended (File No. 33-55159). It was offered to the
public on April 13, 1995, by underwriters of whom Merrill Lynch,
Pierce Fenner & Smith, Incorporated ("Merrill Lynch") was lead
manager. The initial 4,000,000 shares were sold to the
underwriters on April 24, 1995, and an additional 200,000 shares
were sold to the underwriters pursuant to their exercise of an
over-allotment option on April 27, 1995.
The Prospectus Supplement dated April 13, 1995, relating to
the Series A Preferred states that listing of the Series A
Preferred on the Exchange has been applied for and that, if
listing is approved, trading on the Exchange is expected to
commence within 30 days after the initial sale of the Series A
Preferred to the Underwriters. After the sale on April 27, 1995,
Merrill Lynch requested us to expedite the listing process and we
agreed to do so.
Therefore, we hereby request effectiveness of the
registration statement so that it will become effective
immediately upon certification by the Exchange to the Commission
that the Series A Preferred has been approved by the Exchange for
listing and registration.
Very truly yours,
UNITED DOMINION REALTY TRUST, INC.
By: s/ James Dolphin
Senior Vice President and
Chief Financial Officer
cc: New York Stock Exchange, Inc.
