FORM 8-A
Securities and Exchange Commission
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FEDDERS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 22-2572390
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
505 Martinsville Road
Liberty Corner, New Jersey 07938-0813
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH EACH
TO BE SO REGISTERED CLASS IS TO BE REGISTERED
Convertible Preferred Stock, New York Stock Exchange
par value $1.00 per share
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1),
please check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
AUTHORIZED CAPITAL
The authorized capital stock of Fedders currently consists of
162,500,000 shares consisting of 80,000,000 shares of Common Stock, par
value $1.00 per share (the "FEDDERS COMMON STOCK"), 60,000,000 shares of
Fedders Class A Stock, $1.00 par value (the "FEDDERS CLASS A STOCK"),
and 7,500,000 shares of Class B Stock, par value $1.00 per share (the
"FEDDERS CLASS B STOCK"), and 15,000,000 shares of Preferred Stock, par
value $1.00 per share (the "FEDDERS PREFERRED STOCK"), of which 10,111,569
have been designated as Convertible Preferred Stock (the "FEDDERS
CONVERTIBLE PREFERRED STOCK").
The Fedders Preferred Stock is issuable in one or more series
and, with respect to any series, the Board of Directors of Fedders is
authorized to fix the numbers of shares, dividend rates, liquidation
prices, liquidation rights of holders, redemption, conversion and voting
rights and other terms of the series.
FEDDERS CONVERTIBLE PREFERRED STOCK
DIVIDEND RIGHTS
Subject to the prior rights of any additional series of
Preferred Stock of Fedders hereafter created, the holders of the Fedders
Convertible Preferred Stock are entitled to receive, when and as
declared by the Board of Directors of the Company out of funds of the
Company legally available for payment of cash dividends, dividends at
the annual rate of $0.156 per share. Dividends are payable quarterly in
arrears on April 1, July 1, October 1 and January 1 of each year,
commencing October 1, 1996, except that if any such date is not a
business day in New York City then such dividend shall be payable on the
next such succeeding business day (each such date on which a dividend is
payable, a "DIVIDEND PAYMENT DATE"). Dividends on the Fedders
Convertible Preferred Stock are cumulative from the date of original
issue and will be payable to holders of record of the Fedders
Convertible Preferred Stock as they appear on the books of the Company
on such respective dates as may be fixed by the Board of Directors of
the Company in advance of the payment of each particular dividend.
Accumulations of dividends will not bear interest.
So long as the Fedders Convertible Preferred Stock is
outstanding, the Company may not declare or pay any dividend on Fedders
Common Stock, Fedders Class A Stock or Fedders Class B Stock or any
other stock ranking junior to or on a parity with the Fedders
Convertible Preferred Stock (other than a dividend payable in Fedders
Common Stock or other junior stock), or acquire Fedders Common Stock,
Fedders Class A Stock or Fedders Class B Stock (except by conversion
into or exchange for stock of the Company ranking junior to the Fedders
Convertible Preferred Stock), unless the full cumulative dividends on
the Fedders Convertible Preferred Stock have been paid, or
contemporaneously are declared and paid, through the last Dividend
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Payment Date. Should dividends not be paid in full on the Fedders
Convertible Preferred Stock and any other preferred stock ranking on a
parity as to dividends with the Fedders Convertible Preferred Stock, all
dividends declared on the Fedders Convertible Preferred Stock and any
other preferred stock ranking on a parity as to dividends with the
Fedders Convertible Preferred Stock will be declared pro rata, so that
the amount of dividends declared per share on the Fedders Convertible
Preferred Stock and such other preferred stock will bear to each other
the same ratio that accumulated dividends per share on the shares of
Fedders Convertible Preferred Stock and such other preferred stock bear
to each other. No interest, or sum of money in lieu of interest, shall
be payable in respect of any dividend payment or payments on the Fedders
Convertible Preferred Stock.
VOTING RIGHTS
Except as indicated below or as required by the DGCL, the
holders of the Fedders Convertible Preferred Stock are not entitled to
vote.
If at any time dividends payable on the Convertible Preferred
Stock are in arrears and unpaid in an amount equal to or exceeding the
amount of dividends payable thereon for six quarterly dividend periods,
the holders of the Fedders Convertible Preferred Stock, voting
separately as a class with the holders of any other series of Fedders
Preferred Stock so entitled as provided in the certificate of
designation of such series, will have the right to elect two directors
of Fedders, such directors to be in addition to the number of directors
constituting the Board of Directors of Fedders immediately prior to the
accrual of that right. So long as the Board of Directors of Fedders is
divided into classes, the two directors of Fedders so elected by the
holders of shares of the Fedders Convertible Preferred Stock and of such
other series of Fedders Preferred Stock so entitled will be elected to
the two classes with the longest remaining terms. Such voting right
will continue for the Fedders Convertible Preferred Stock until all
dividends accumulated and payable on the Fedders Convertible Preferred
Stock have been paid in full, at which time such voting rights of the
holders of the Fedders Convertible Preferred Stock will terminate,
subject to revesting in the event of a subsequent similar arrearage.
Upon any termination of such voting right with respect to the Fedders
Convertible Preferred Stock and any other series of Fedders Preferred
Stock which may then have such right, subject to the requirements of the
DGCL, the term of office of the directors elected by the holders of the
Fedders Preferred Stock voting separately as a class will terminate.
The approval of the holders of at least 66-2/3% of the shares
of Fedders Convertible Preferred Stock then outstanding is required to
amend, alter or repeal any of the provisions of the Certificate of
Incorporation of Fedders or the Certificate of Designation of the
Fedders Convertible Preferred Stock or to authorize any reclassification
of the Fedders Convertible Preferred Stock, in either case so as to
affect adversely the preferences, special rights or powers of the
Fedders Convertible Preferred Stock, either directly or indirectly or
through a merger or consolidation with any corporation. A similar 66-
2/3% vote is required (a) to authorize or create any class of stock
senior to the authorized class of Fedders Preferred Stock as to
dividends and
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distributions upon liquidation; (b) to create any series of the Fedders
Preferred Stock ranking senior to the Fedders Convertible Preferred Stock
as to dividends or distributions upon liquidation; or (c) to increase the
authorized amount of Fedders Preferred Stock.
LIQUIDATION RIGHTS
In the event of any dissolution, liquidation or winding up of
the affairs of Fedders, whether voluntary or involuntary, after payment
or provision for payment of the debts and other liabilities of Fedders,
the holders of the Fedders Convertible Preferred Stock are entitled to
receive (before any distribution or payment is made to holders of
Fedders Common Stock, Fedders Class A Stock or Fedders Class B Stock),
out of the net assets of Fedders, $6.25 per share, plus an amount equal
to all dividends unpaid on shares of such series to the Dividend Payment
Date next preceding the date fixed for distribution, and no more. After
payment of the full amount of the liquidating distribution to which they
are entitled, the holders of shares of Fedders Convertible Preferred
Stock will not be entitled to any further participation in any
distribution of assets by the Company. A consolidation, merger or sale
or all or substantially all of the assets of the Company will not be
considered a liquidation, dissolution or winding-up for this purpose.
CONVERSION RIGHTS
The holders of the Fedders Convertible Preferred Stock are
entitled any time to convert the shares of Fedders Convertible Preferred
Stock into Fedders Class A Stock at the rate of one share of Fedders
Class A Stock for each share of Fedders Convertible Preferred Stock
subject to adjustment as described below.
No adjustment with respect to dividends on Fedders Convertible
Preferred Stock or any dividend on the Fedders Class A Stock issued upon
conversion will be made upon conversion of shares of Fedders Convertible
Preferred Stock. The registered holder of shares of Fedders Convertible
Preferred Stock at the close of business on a record date for a Dividend
Payment Date will be entitled to receive the dividend payable on such
shares on the corresponding Dividend Payment Date notwithstanding the
conversion thereof subsequent to such record date.
The conversion rate is subject to adjustment upon the
occurrence of any of the following events: the subdivision or
combination of outstanding shares of Fedders Class A Stock; the payment
of dividends in shares of Fedders Class a Stock; the issuance of rights
or warrants to holders of Fedders Class A Stock entitling them to
acquire shares of Fedders Class A Stock (or securities convertible into
or exchangeable for such shares) at less than the current market price
per share (as defined) of Fedders Class A Stock; or the distribution to
holders of Fedders Class A Stock of evidences of indebtedness or
securities or assets (excluding cash dividends payable out of
consolidated earnings or retained earnings or dividends payable in
shares of Fedders Class A Stock) or rights or warrants to subscribe for
securities of the Company or any of its subsidiaries (other than those
referred to above). In case of any reclassification or change in the
Fedders Class A
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Stock (other than a change in par value or a subdivision or combination), any
consolidation or merger of the Company with or into any other corporation
(other than a merger in which the Company is the surviving corporation), or
any sale or transfer of substantially all the assets of the Company, any
holder of the Fedders Convertible Preferred Stock is entitled, after the
occurrence of any such event, to receive on conversion the consideration
which the holder would have received had he converted immediately prior to
the occurrence of the event. No adjustment in the conversion rate is
required unless it would result in at least a 1% increase or decrease in
that rate; however, any adjustment not made is carried forward.
OPTIONAL REDEMPTION
The Fedders Convertible Preferred Stock is redeemable in whole
or in part, at the sole option of the Company, at the redemption price
of $6.25, plus unpaid dividends to the Dividend Payment Date next
preceding the date of such redemption, in cash or in equivalent value of
Fedders Class A Stock, at any time. If less than all the outstanding
shares of Fedders Convertible Preferred Stock are to be redeemed, the
Company will select those to be redeemed by lot or by such other
equitable method as the Board of Directors of Fedders may direct.
Notice of redemption will be mailed to each holder of Fedders
Convertible Preferred Stock to be redeemed at the address of such holder
shown on the books of the Company not less than 30 days nor more than 60
days prior to the redemption date. If the Company provides monies as
specified in such notice, on and after the redemption date, dividends
will cease to accumulate on shares of Fedders Convertible Preferred
Stock called for redemption and all rights of the holders thereof as
stockholders of the Company (except the right to receive the redemption
price without interest) will cease.
LISTING AND TRANSFER AGENT
The Fedders Convertible Preferred Stock will be listed on the New
York Stock Exchange under the symbol FJAPr.
Bank of Boston, P.O. Box 644, Boston, Massachusetts 02102-0644,
is the transfer agent and registrar for the Fedders Convertible
Preferred Stock.
FEDDERS COMMON STOCK
DIVIDEND RIGHTS
Subject to the prior rights of the holders of the Fedders
Convertible Preferred Stock and any additional series of Fedders
Preferred Stock hereafter issued, holders of Fedders Common Stock,
Fedders Class A Stock and Fedders Class B Stock are entitled to receive
such dividends and other distributions in cash, stock or property of
Fedders as may be declared thereon by the Board of Directors of Fedders
from time to time out of assets or funds of Fedders legally available
therefor, PROVIDED, that in the case
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of cash dividends, if at any time a cash dividend is paid on the Fedders
Common Stock, a cash dividend of equal amount must be paid on the Fedders
Class A Stock and a cash dividend must also be paid on the Fedders Class B
Stock in an amount per share of Fedders Class B Stock equal to 90% of the
amount of the cash dividend paid on each share of the Fedders Common Stock.
In the case of a dividend or other distribution payable in stock of Fedders
other than Fedders Preferred Stock, unless the dividend or distribution is
solely of shares of Fedders Class A Stock, in which case a dividend or
distribution payable solely in shares of Fedders Class A Stock may be made
with respect to shares of Fedders Common Stock, Fedders Class A Stock and
Fedders Class B Stock, only shares of Fedders Common Stock may be distributed
with respect to Fedders Common Stock, only shares of Fedders Class A Stock
may be distributed with respect to Fedders Class A Stock and only shares of
Fedders Class B Stock may be distributed with respect to Fedders Class B
Stock, in each case, in an amount per share equal to the amount per share
paid with respect to the Fedders Common Stock.
VOTING RIGHTS
Each share of Fedders Common Stock is entitled to one vote per
share on all matters submitted to the stockholders of Fedders. In most
cases, including the election of directors, the holders of the Fedders
Common Stock vote together with the holders of the Fedders Class B
Stock. However, under certain circumstances including any amendment to
the Certificate of Incorporation of Fedders, any merger or consolidation
of Fedders, the sales of all or substantially all of the assets of
Fedders or the dissolution of Fedders, the holders of the Fedders Common
Stock have the right to approve such action voting separately as a
class.
LIQUIDATION RIGHTS
After payment in full of amounts payable to the holders of the
Fedders Preferred Stock of all series, the remaining assets and funds of
Fedders would be divided among and paid ratably to the holders of the
Fedders Common Stock and Fedders Class A Stock (including those persons
who become holders of Fedders Common Stock by reason of converting their
shares of Fedders Class B Stock)
LISTING AND TRANSFER AGENT
The Fedders Common Stock is listed on the New York Stock
Exchange under the symbol FJC.
Bank of Boston, P.O. Box 644, Boston, Massachusetts 02102-0644,
is the transfer agent and registrar for the Fedders Common Stock.
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FEDDERS CLASS A STOCK
DIVIDEND RIGHTS
For a description of the dividend rights of the holders of the
Fedders Class A Stock, SEE "FEDDERS COMMON STOCK - DIVIDEND RIGHTS."
Voting Rights
The holders of the Fedders Class A Stock have no voting rights
other than as required under the DGCL. Under the DGCL, the holders of
the Fedders Class A Stock would have the right to vote separately as a
class on any amendment to the Certificate of Incorporation of Fedders if
such amendment would increase or decrease the aggregate number of
authorized shares of Fedders Class A Stock, increase or decrease the par
value of the Fedders Class A Stock or alter or change the powers,
preferences or special rights of the shares of Fedders Class A Stock so
as to affect them adversely.
LIQUIDATION RIGHTS
For a description of the liquidation rights of the holders of
the Fedders Class A Stock, SEE "FEDDERS COMMON STOCK - LIQUIDATION
RIGHTS."
CHANGE OF CONTROL
In the event of a merger or consolidation of Fedders with or
into another entity (whether or not Fedders is the surviving entity),
the holders of Fedders Class A Stock are entitled to receive the same
per share consideration in such merger or consolidation as is received
by the holders of the Fedders Common Stock, if any.
CONVERSION
All outstanding shares of Fedders Class A Stock will be
converted into fully paid and nonassessable shares of Fedders Common
Stock, immediately and without any action on the part of the holders
thereof, in the event the Fedders Class B Stock is converted into
Fedders Common Stock in accordance with the provisions of the
Certificate of Incorporation of Fedders. SEE, "FEDDERS CLASS B STOCK -
CONVERSION."
Listing and Transfer Agent
The Fedders Class A Stock is listed on the New York Stock
Exchange under the symbol FJA.
Bank of Boston, P.O. Box 644, Boston, Massachusetts 02102-0644,
is the transfer agent and registrar for the Fedders Class A Stock.
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FEDDERS CLASS B STOCK
VOTING RIGHTS
Each share of Fedders Class B Stock is entitled to one vote on
all matters submitted to the stockholders of Fedders, provided that each
share of Fedders Class B Stock is entitled to ten votes per share in any
election of directors if more than 15% of the shares of Fedders Common
Stock outstanding on the record date are owned beneficially by a person
or group of persons acting in concert (other than the Board of Directors
of Fedders) provided such nomination is not made by one or more of the
holders of Fedders Class B Stock, acting in concert with each other, who
beneficially own more than 15% of the shares of Fedders Class B Stock
outstanding on such record date.
In addition, under the Certificate of Incorporation of Fedders,
the holders of the Fedders Class B Stock have the right to vote
separately as a class on certain matters. These matters include any
amendment to the Certificate of Incorporation of Fedders, any merger or
consolidation of Fedders, any sale of all or substantially all of the
assets of Fedders, any dissolution of Fedders and any additional
issuance of Fedders Class B Stock (except in connection with stock
splits and stock dividends).
DIVIDEND RIGHTS
The dividend rights of the holders of the Fedders Class B Stock
are described herein under "FEDDERS COMMON STOCK - DIVIDEND RIGHTS."
LIQUIDATION RIGHTS
In the event of any liquidation or winding up of Fedders, the
holders of the Fedders Class B Stock are not entitled to receive any
distribution; provided, that, if the Fedders Class B Stock is converted
into Fedders Common Stock, the holder of the Fedders Common Stock so
issued would have the rights described herein under "FEDDERS COMMON
STOCK - LIQUIDATION RIGHTS."
RESTRICTIONS ON TRANSFER
Under the provisions of the Certificate of Incorporation of
Fedders, the ability of a holder of Fedders Class B Stock to transfer
such stock whether by sale, assignment, gift, bequest, appointment or
otherwise, can only be made to a Permitted Transferee (as defined in the
Certificate of Incorporation of Fedders).
CONVERSION RIGHTS
Each share of Fedders Class B Stock is convertible at any time
by the holder thereof into one share of Fedders Common Stock, with no
payment or adjustment on account of dividends accrued or in arrears on
the Fedders Class B Stock surrendered for conversion or on account of
any dividends on the Fedders Common Stock issuable on such conversion.
Any conversion of Fedders Class B Stock is deemed to occur on the
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date the certificate therefor is surrendered, and the person or persons
entitled to receive the Fedders Common Stock issuable upon conversion of
the Fedders Class B Stock shall be treated for all purposes as the record
holder of such Fedders Common Stock on such date.
At any time when the number of outstanding shares of Fedders
Class B Stock falls below 5% of the aggregate number of the issued and
outstanding shares of the Fedders Common Stock and the Fedders Class B
Stock, or the Board of Directors of Fedders and the holders of a
majority of the outstanding shares of Fedders Class B Stock approve the
conversion of all of the Fedders Class B Stock into Fedders Common
Stock, then, immediately upon the occurrence of either such event, the
outstanding shares of Fedders Class B Stock will be converted into
shares of Fedders Common Stock.
LISTING AND TRANSFER AGENT
The Fedders Class B Stock is not actively traded.
Fedders acts as the transfer agent and registrar for the
Fedders Class B Stock.
ITEM 2. EXHIBITS
EXHIBIT NO. DESCRIPTION
1. Restated Certificate of Incorporation of Fedders
Corporation, as amended through April 24, 1992
(incorporated by reference to Exhibit 3(i) to the
Registrant's Registration Statement on Form S 4
(No. 333-00483).
2. Form of Certificate of the Powers, Designation,
Preferences, Rights and Limitations of Convertible
Preferred Stock of Fedders Corporation.
3. By-laws of Fedders Corporation, as amended through
January 26, 1988 (incorporated by reference to Exhibit
3(vii) to the Registrant's Annual Report on Form 10-K
for the year ended August 31, 1987 [Commission File
No. 1-8831]).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
FEDDERS CORPORATION
(Registrant)
By: /S/ ROBERT L. LAURENT, JR.
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Robert L. Laurent, Jr.
Executive Vice President
Date: July 31, 1996
EXHBIT 2
CERTIFICATE OF THE POWERS, DESIGNATION,
PREFERENCES, RIGHTS AND LIMITATIONS OF
Convertible Preferred Stock
of
FEDDERS CORPORATION
Pursuant to Section 151 of the General Corporation
Law of the State of Delaware
FEDDERS CORPORATION, a corporation organized and existing under
the laws of the State of Delaware (the "CORPORATION"), hereby certifies
that, pursuant to the authority contained in Article Third of its
Restated Certificate of Incorporation, as amended, and in accordance
with the provisions of Section 151 of the General Corporation Law of the
State of Delaware, the Board of Directors of the Corporation at its
meeting on July 9, 1996 duly adopted a resolution providing for the
designation of a series of 10,111,569 shares of Convertible Preferred
Stock, which resolution is as follows:
RESOLVED, that pursuant to authority conferred upon the Board
of Directors by the Restated Certificate of Incorporation, as amended,
of the Corporation (hereinafter referred to as the "CERTIFICATE OF
INCORPORATION"), the Board of Directors does hereby authorize the
designation of a series of Preferred Stock, par value $1.00 per share,
to be known as the Convertible Preferred Stock and to the extent that
the voting powers, designations, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations and restrictions thereof, are not set forth in the
Certificate of Incorporation, does hereby fix and herein state and
express such voting powers, designations, preferences and relative,
participating, optional and other special rights, and qualifications,
limitations and restrictions thereof, as follows (all terms used herein
which are defined in the Corporation's Certificate of Incorporation
shall have herein the meanings provided therein):
(A) DESIGNATION AND SIZE OF ISSUE
The distinctive designation of the series shall be "Convertible
Preferred Stock" (hereinafter referred to as this "SERIES"). The number
of shares which shall constitute this Series shall be 10,111,569 shares.
Each share of this Series shall have a par value of $1.00.
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(B) DIVIDENDS
(1) The annual rate of dividends payable on each share of this
Series shall be $0.156.
(2) Dividends shall be payable in cash, quarterly on the first
day of April, July, October and January of each year, commencing October
1, 1996 (each such date hereinafter referred to as a "DIVIDEND PAYMENT
DATE"), except that if such date is not a Business Day (as hereinafter
defined), then such dividend shall be payable on the next succeeding
calendar day which is a Business Day. The amount of dividends payable
on shares of this Series for each full quarterly dividend period shall
be computed by dividing by four the annual rate per share set forth in
Section (B)(1). Dividends payable on shares of this Series for any
period less than a full quarterly period shall be computed on the basis
of a 360-day year of twelve 30-day months. Dividends shall be payable
to the record holders of shares of this Series as of the close of
business on a date, not more than sixty (60) days preceding the payment
date thereof, fixed by the Board of Directors of the Corporation.
Dividends in arrears may be declared and paid at any time, without
reference to any regular Dividend Payment Date, to record holders of
shares of this Series as of the close of business on a date, not more
than sixty (60) days preceding the payment date thereof, fixed by the
Board of Directors of the Corporation. As used in this resolution, the
term "BUSINESS DAY" means a day other than Saturday or Sunday and other
than a day on which banking institutions in New York, New York are
authorized by law or executive order to close.
(3) Dividends payable on shares of this Series shall be
cumulative and shall accumulate from the date of issuance of such
shares. Accumulations of dividends shall not bear interest.
(4) Except as hereinafter provided, so long as any shares of
this Series are outstanding, no dividend (other than a dividend in
Common Stock or in any other stock of the Corporation ranking junior to
this Series as to dividends and upon liquidation (collectively, the
"JUNIOR STOCK")) shall be declared or paid or set aside for payment, and
no other distribution shall be declared or made, upon the Junior Stock
or upon any other stock of the Corporation ranking on a parity with this
Series as to dividends or upon liquidation, nor shall any Junior Stock
nor any other stock of the Corporation ranking on a parity with this
Series as to dividends or upon liquidation be redeemed, purchased or
otherwise acquired for any consideration (or any moneys be paid to or
made available for a sinking fund for the redemption of any shares of
any such stock) by the Corporation (except by conversion into or
exchange for Junior Stock of the Corporation), unless, in each case, the
full cumulative dividends on all outstanding shares of this Series shall
have been paid or contemporaneously are declared and paid through the
Dividend Payment Date next preceding the payment date of such dividend
or distribution or the date of such redemption, purchase or acquisition.
When dividends are not paid in full upon the shares of this Series
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and any other stock of the Corporation ranking on a parity as to
dividends with this Series, all dividends declared upon shares of this
Series and any other stock of the Corporation ranking on a parity as to
dividends with this Series shall be declared pro rata so that the amount
of dividends declared per share on this Series and such other stock
shall in all cases bear to each other the same ratio that accrued
dividends per share on the shares of this Series and such other stock
bear to each other. Holders of shares of this Series shall not be
entitled to any dividends, whether payable in cash, property or stock,
in excess of full cumulative dividends, as herein provided, on this
Series. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments on this Series
which may be in arrears.
(C) REDEMPTION
(1) The Corporation, at the option of the Board of Directors,
may redeem at any time or from time to time all or any part of the
outstanding shares of this Series. The redemption price for each share
of this Series called for redemption shall be $6.25 plus unpaid
dividends to the Dividend Payment Date next preceding the date fixed for
redemption (the "REDEMPTION PRICE"). At the option of the Corporation,
the Redemption Price may be paid, in whole or in part, in cash or in
equivalent value of Class A Stock of the Corporation.
(2) In the event that fewer than all the outstanding shares of
this Series are to be redeemed, the number of shares to be redeemed
shall be determined by the Board of Directors, and the shares to be
redeemed shall be determined by lot or by any other method as may be
determined by the Board of Directors in its sole discretion to be
equitable.
(3) In the event the Corporation shall redeem shares of this
Series, notice of such redemption shall be given by first class mail,
postage prepaid, mailed not less than thirty (30) nor more than sixty
(60) days prior to the redemption date, to each record holder of the
shares to be redeemed, at such holder's address as the same appears on
the books of the Corporation. Each such notice shall state: (i) the
redemption date; (ii) the total number of shares of this Series to be
redeemed and, if fewer than all the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder;
(iii) the Redemption Price and the form in which the Redemption Price is
to be paid; (iv) the place or places where certificates for such shares
are to be surrendered for payment of the Redemption Price; (v) that
dividends on the shares to be redeemed will cease to accrue on such
redemption date; and (vi) the conversion rights of the shares to be
redeemed, the period within which conversion rights may be exercised,
and the conversion rate at the time applicable.
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(4) If notice shall have been given as provided in Section
(C)(3) and the Corporation shall have provided moneys or an equivalent
value of Class A Stock of the Corporation at the time and place
specified for the payment of the Redemption Price pursuant to such
notice, then from and after the redemption date, dividends on the shares
of this Series so called for redemption shall cease to accrue, such
shares shall no longer be deemed to be outstanding, and all rights of
the holders thereof as stockholders of the Corporation (except the right
to receive from the Corporation the Redemption Price without interest)
shall cease except that, if the Redemption Price is paid in an
equivalent value of Class A Stock of the Corporation, the holders of
shares of this Series so redeemed shall have rights as holders of Class
A Stock of the Corporation. Upon surrender (in accordance with the
notice) of the certificates for any shares so redeemed (properly
endorsed or assigned for transfer, if the Board of Directors of the
Corporation shall so require and the notice shall so state), such shares
shall be redeemed by the Corporation at the Redemption Price. In case
fewer than all the shares represented by any such certificate are to be
redeemed, a new certificate shall be issued representing the unredeemed
shares, without cost to the holder thereof.
(5) Any shares of this Series which have been redeemed shall,
after such redemption, have the status of authorized but unissued shares
of Preferred Stock, without designation as to series, until such shares
are once more designated as part of a particular series by the Board of
Directors.
(6) Notwithstanding the foregoing provisions of this Section
(C), no shares of this Series shall be redeemed, and the Corporation
shall not purchase or otherwise acquire any shares of this Series,
unless the full cumulative dividends on all outstanding shares of this
Series and any other Preferred Stock ranking on a parity as to dividends
with this Series shall have been paid or contemporaneously are declared
and paid through the Dividend Payment Date next preceding the date of
such redemption, purchase or other acquisition.
(D) CONVERSION RIGHTS
(1) Each holder of a share of this Series shall have the
right, at any time, or, as to any share of this Series called for
redemption, at any time prior to the close of business on the date fixed
for such redemption, to convert such share into fully paid and
nonassessable shares of Class A Stock of the Corporation at a rate of
one share of Class A Stock, subject to adjustment as provided in this
Section (D).
(2) If any shares of this Series are surrendered for
conversion subsequent to the record date preceding a Dividend Payment
Date but on or prior to such Dividend Payment Date (except shares called
for redemption on a redemption date between such record date and such
Dividend Payment Date), the registered holder of such shares at the
<PAGE>
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close of business on such record date shall be entitled to receive
the dividend payable on such shares on such Dividend Payment Date
notwithstanding the conversion thereof. Except as provided in this
Section (D)(2), no adjustments in respect of or payments of
dividends on shares surrendered for conversion or any dividend on the
Class A Stock issued upon conversion shall be made upon the conversion
of any shares of this Series.
(3) The Corporation shall not be required, in connection with
any conversion of shares of this Series, to issue a fraction of a share
of its Class A Stock, but in lieu thereof the Corporation shall, subject
to Section (D)(6)(f), make a cash payment (calculated to the nearest
cent) equal to such fraction multiplied by the Closing Price per share
of the Class A Stock on the last Trading Day prior to the date of
conversion.
(4) Any holder of shares of this Series electing to convert
such shares into Class A Stock shall surrender the certificate or
certificates for such shares at the office of the Transfer Agent
therefor (or at such other place as the Corporation may designate by
notice to the holders of shares of this Series) during regular business
hours, duly endorsed to the Corporation or in blank, or accompanied by
instruments of transfer to the Corporation or in blank, in form
satisfactory to the Corporation, and shall give written notice to the
Corporation at such office that such holder elects to convert such
shares of this Series. The Corporation shall, as soon as practicable
(subject to Section (D)(6)(f) hereof) after such deposit of certificates
for shares of this Series, accompanied by the written notice above
prescribed and the payment of cash in the amount required by Section
(D)(10), issue and deliver at such office to the holder for whose
account such shares were surrendered, or to his nominee, certificates
representing the number of shares of Class A Stock and the cash, if any,
to which such holder is entitled upon such conversion.
(5) Conversion shall be deemed to have been made as of the
date of surrender of certificates for the shares of this Series to be
converted, and the giving of written notice and payment, as prescribed
in Section (D)(4); and the person entitled to receive the Class A Stock
issuable upon such conversion shall be treated for all purposes as the
record holder of such Class A Stock on such date. The Corporation shall
not be required to deliver certificates for shares of its Class A Stock
while the stock transfer books for such stock or for this Series are
duly closed for any purpose, but certificates for shares of Class A
Stock shall be issued and delivered as soon as practicable after the
opening of such books.
(6) The conversion rate shall be adjusted from time to time as
follows:
(a) In case the Corporation shall, at any time or from
time to time while any of the shares of this Series are outstanding,
(i) pay a dividend in shares of its Class A Stock, (ii) subdivide its
outstanding shares of Class A Stock, or (iii) combine its outstanding
shares of Class A Stock into a smaller
<PAGE>
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number of shares, the conversion rate in effect immediately prior to
such action shall be adjusted so that the holder of any shares of this
Series thereafter surrendered for conversion shall be entitled to
receive the number of shares of capital stock of the Corporation
which such holder would have owned or have been entitled to receive
immediately following such action had such shares of this Series been
converted immediately prior thereto. An adjustment made pursuant to
this Section (D)(6)(a) shall become effective retroactively to
immediately after the opening of business on the day following the
record date in the case of a dividend and shall become effective
immediately after the opening of business on the day following the
effective date in the case of a subdivision or combination. If, as a
result of an adjustment made pursuant to this Section (D)(6)(a), the
holder of any shares of this Series thereafter surrendered for
conversion shall become entitled to receive shares of two or more
classes of capital stock of the Corporation, the Board of Directors
(whose determination shall be conclusive) shall determine the
allocation of the adjusted conversion rate between or among shares
of such classes of capital stock.
(b) In case the Corporation shall, at any time or from
time to time while any of the shares of this Series are outstanding,
issue rights or warrants to all holders of shares of its Class A Stock
entitling them to subscribe for or purchase shares of Class A Stock (or
securities convertible into or exchangeable for Class A Stock) at a
price per share less than the current market price per share of Class A
Stock (as defined in Section (D)(6)(d)), at such record date, the
conversion rate shall be adjusted so that it shall equal the rate
determined by multiplying the conversion rate in effect immediately
prior to the date of issuance of such rights or warrants by a fraction,
the numerator of which shall be the number of shares of Class A Stock
outstanding on the date of issuance of such rights or warrants plus the
number of additional shares of Class A Stock offered for subscription
or purchase, and the denominator of which shall be the number of shares
of Class A Stock outstanding on the date of issuance of such rights or
warrants plus the number of shares which the aggregate offering price
of the total number of shares so offered would purchase at such current
market price. For the purposes of this Section (D)(6)(b), the issuance
of rights or warrants to subscribe for or purchase securities
convertible into Class A Stock shall be deemed to be the issuance of
rights or warrants to purchase the shares of Class A Stock into which
such securities are convertible at an aggregate offering price equal to
the aggregate offering price of such securities plus the minimum
aggregate amount (if any) payable upon conversion of such securities
into shares of Class A Stock; provided, however, that if all of the
shares of Class A Stock subject to such rights or warrants have not
been
<PAGE>
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issued when such rights or warrants expire, then the conversion price
shall promptly be readjusted to the conversion price which would then
be in effect had the adjustment upon the issuance of such rights or
warrants been made on the basis of the actual number of shares of Class
A Stock issued upon the exercise of such rights or warrants. An
adjustment made pursuant to this Section (D)(6)(b) shall become
effective retroactively immediately after the record date for the
determination of stockholders entitled to receive such rights or
warrants.
(c) In case the Corporation shall, at any time or from
time to time while any of the shares of this Series are outstanding,
distribute to all holders of shares of its Class A Stock evidences of
its indebtedness or securities or assets (excluding cash dividends
payable out of consolidated earnings or retained earnings or dividends
payable in shares of Class A Stock) or rights or warrants to subscribe
for securities of the Corporation or any of its subsidiaries (excluding
those referred to in Section (D)(6)(b)), then in each such case the
conversion rate shall be adjusted so that it shall equal the rate
determined by multiplying the conversion rate in effect immediately
prior to the date of such distribution by a fraction, the numerator of
which shall be the current market price per share (determined as
provided in Section (D)(6)(d)) of the Class A Stock on the record date
referred to below, and the denominator of which shall be such current
market price per share of the Class A Stock less the then fair market
value (as determined by the Board of Directors of the Corporation, whose
determination shall be conclusive) of the portion of the assets or
evidences of indebtedness or securities or assets so distributed or of
such subscription rights or warrants applicable to one share of Class A
Stock. Such adjustment shall become effective retroactively immediately
after the record date for the determination of stockholders entitled to
receive such distribution.
(d) For the purpose of any computation under Section
(D)(6)(b) and (D)(6)(c), the "CURRENT MARKET PRICE" of a share of Class
A Stock on any date shall be the average of the daily Closing Prices for
10 consecutive Trading Days before the day in question.
(e) The Corporation shall be entitled to make such
additional adjustments in the conversion price, in addition to those
required by subsections D(6)(a), D(6)(b) and D(6)(c), as shall be
necessary in order that any dividend or distribution in shares of stock,
subdivision or combination of shares of Common Stock, issuance of rights
or warrants, evidences of indebtedness or assets (other than cash
dividends payable out of consolidated
<PAGE>
-8-
earnings or retained earnings) referred to above, shall not be taxable
to the Stockholders.
(f) In any case in which this Section (D)(6) shall
require that an adjustment be made retroactively immediately following a
record date, the Corporation may elect to defer (but only for five (5)
Business Days following the filing of the statement referred to in
Section (D)(6)(h)) issuing to the holder of any shares of this Series
converted after such record date (i) the shares of Class A Stock and
other capital stock of the Corporation issuable upon such conversion
over and above (ii) the shares of Class A Stock and other capital stock
of the Corporation issuable upon such conversion on the basis of the
conversion rate prior to adjustment.
(g) Notwithstanding any other provisions of this Section
(D)(6), the Corporation shall not be required to make any adjustment of
the conversion rate unless such adjustment would require an increase or
decrease of at least 1% in such rate. Any lesser adjustment shall be
carried forward and shall be made at the time of and together with the
next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to an increase or decrease
of at least 1% in such rate.
(h) Whenever an adjustment in the conversion rate is
required, the Corporation shall forthwith place on file with its
Transfer Agent a statement signed by its Chief Executive Officer, Chief
Financial Officer or a Senior Vice President and by its Secretary,
Assistant Secretary or Treasurer, stating the adjusted conversion rate
determined as provided herein. Such statements shall set forth in
reasonable detail such facts as shall be necessary to show the reason
and the manner of computing such adjustment. Promptly after the
adjustment of the conversion rate, the Corporation shall mail a notice
thereof to each holder of shares of this Series.
(i) The term "Class A Stock" as used in this resolution
means the Corporation's Class A Stock, $1.00 par value, as the same
exists at the date of filing of the Certificate of Designation relating
to this Series or any other class of stock resulting from successive
changes or reclassifications of such Class A Stock consisting solely of
changes in par value, or from par value to no par value, or from no par
value to par value. In the event that at any time as a result of an
adjustment made pursuant to Section (D)(6)(a), the holder of any share
of this Series thereafter surrendered for conversion shall become
entitled to receive any shares of the Corporation other than shares of
its Class A Stock, the conversion rate of such other shares so
receivable upon
<PAGE>
-9-
conversion of any share shall be subject to adjustment from time to time
in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to Class A Stock contained in subparagraphs (a)
through (g) of this Section (D)(6), and the provisions of Section (D)(1)
through (5) and (7) through (11) with respect to the Class A Stock shall
apply on like or similar terms to any such other shares.
(7) In case of (a) any reclassification or change of
outstanding shares of Class A Stock issuable upon conversion of shares
of this Series (other than a change in par value or from par value to no
par value or from no par value to par value, or as a result of a
subdivision or combination) or (b) any consolidation or merger of the
Corporation with one or more other corporations (other than a
consolidation or merger in which the Corporation is the continuing
corporation and which does not result in any reclassification or change
of outstanding shares of Class A Stock issuable upon conversion of
shares of this Series), or (c) any sale or conveyance to another
corporation or other entity of all or substantially all of the property
of the Corporation, then the Corporation, or such successor corporation
or other entity, as the case may be, shall make appropriate provision so
that the holder of each share of this Series then outstanding shall have
the right to convert such share of this Series into the kind and amount
of shares of stock or other securities and property receivable upon such
consolidation, merger, sale, reclassification, change or conveyance by a
holder of the number of shares of Class A Stock into which such shares
of this Series might have been converted immediately prior to such
consolidation, merger, sale, reclassification, change or conveyance,
subject to adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section (D). The
provisions of this Section (D)(7) shall apply similarly to successive
consolidations, mergers, sales or conveyances.
(8) Any shares of this Series which shall at any time have
been converted shall, after such conversion, have the status of
authorized but unissued shares of Preferred Stock, without designation
as to series until such shares are once more designated as part of a
particular series by the Board of Directors. The Corporation shall at
all times reserve and keep available out of its authorized but unissued
stock, for the purpose of effecting the conversion of the shares of this
Series, such number of its duly authorized shares of Class A Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of this Series; provided, however, that nothing
contained herein shall preclude the Corporation from satisfying its
obligations in respect of the conversion of the shares by delivery of
purchased shares of Class A Stock which are held in the treasury of the
Corporation.
(9) If any shares of Class A Stock required to be reserved for
purposes of conversion of shares of this Series hereunder require
registration with or approval of any governmental authority before such
shares may be issued upon conversion, the Corporation shall cause such
shares to be duly registered or approved, as the case may be. The
<PAGE>
-10-
Corporation will endeavor to list the shares of Class A Stock required
to be delivered upon conversion of shares of this Series prior to such
delivery upon each national securities exchange upon which the
outstanding Class A Stock is listed at the time of such delivery.
(10) The Corporation shall pay any and all issue or other
taxes that may be payable in respect of any issue or delivery of shares
of Class A Stock on conversion of shares of this Series pursuant hereto.
The Corporation shall not, however, be required to pay any tax which is
payable in respect of any transfer involved in the issue or delivery of
Class A Stock in a name other than that in which the shares of this
Series so converted were registered, and no such issue or delivery shall
be made unless and until the person requesting such issue has paid to
the Corporation the amount of such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid.
(11) Before taking any action that would result in the
conversion price being less than the then par value of the Class A
Stock, the Corporation shall 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 Class A
Stock at the conversion price.
(12) In the event that all shares of Class A Stock are
converted into Common Stock of the Corporation in accordance with
Article Third (A)(IV) of the Certificate of Incorporation, all
references in this Section (D) to the Class A Stock shall from and after
the date of such conversion be deemed references to the Common Stock.
(E) VOTING
(1) The shares of this Series shall have the following voting
rights:
(a) If and whenever at any time or times dividends
payable on shares of this Series shall have been in arrears and unpaid
in an aggregate amount equal to or exceeding the amount of dividends
payable thereon for six quarterly dividend periods, then the holders of
shares of this Series shall have the right, voting separately as a class
with any other series of Preferred Stock so entitled as provided in the
certificate of designation of such series, to elect two directors of the
Corporation, such directors to be in addition to the number of directors
constituting the Board of Directors immediately prior to the accrual of
such right, the remaining directors to be elected by the other class or
classes of stock entitled to vote therefor at each meeting of
stockholders held for the purpose of electing directors. So long as the
Corporation's Board of Directors is divided into classes, the two
directors of the Corporation so elected by the holders of shares of this
Series and of such
<PAGE>
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other series of Preferred Stock so entitled shall be elected to the two
classes with the longest remaining terms.
(b) Such voting right may be exercised initially either
at a special meeting of the holders of the Preferred Stock having such
voting right, called as hereinafter provided, or at any annual meeting
of stockholders held for the purpose of electing directors, and
thereafter at each such annual meeting. The right of the holders of
this Series to vote for the election of such members of the Board of
Directors of the Corporation as aforesaid shall continue until such time
as all dividends accumulated on the shares of this Series shall have
been paid in full, at which time such voting right of the holders of
this Series shall terminate and, if such voting right of the holders of
this Series and all other series of Preferred Stock so entitled shall
have terminated, subject to the requirements of the General Corporation
Law of Delaware, the term of the directors elected pursuant to Section
(E)(l)(a) shall terminate, subject to revesting on the basis set forth
in Section (E)(1)(a).
(c) At any time when such voting right shall have vested
in holders of this Series, and if such right shall not already have been
initially exercised, a proper officer of the Corporation shall, upon the
written request of the record holders of 10% in number of shares of this
Series then outstanding, addressed to the Secretary of the Corporation,
call a special meeting of the holders of this Series and of any other
class or classes of stock having voting power with respect to the
election of such directors. Such meeting shall be held at the earliest
practicable date upon the notice required for annual meetings of
stockholders at the place for holding annual meetings of stockholders of
the Corporation or, if none, at a place designated by the Board of
Directors. If such meeting is not called by the proper officers of the
Corporation within 30 days after the personal service of such written
request upon the Secretary of the Corporation, or within 35 days after
mailing the same within the United States of America, by registered
mail, addressed to the Secretary of the Corporation at its principal
office (such mailing to be evidenced by the registry receipt issued by
the postal authorities), then the record holders of 10% in number of
shares of this Series then outstanding may designate in writing one of
their number to call such meeting at the expense of the Corporation, and
such meeting may be called by such person so designated upon the notice
required for annual meetings of stockholders and shall be held at the
same place as is elsewhere provided for in this Section (E)(l)(c) or
such other place as is selected by such designated stockholder. Any
holder of shares of this Series who would be entitled to vote at such
meeting shall have access to the stock books of the Corporation for the
purpose of causing a meeting of stockholders to be
<PAGE>
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called pursuant to the provisions of this Section (E)(l).
Notwithstanding the provisions of this Section (E)(l), no such special
meeting shall be called during a period within 90 days immediately
preceding the date fixed for the next annual meeting of stockholders.
(d) At any meeting held for the purpose of electing
directors at which the holders of the Preferred Stock shall have the
right to elect directors as provided herein, the presence in person or
by proxy of the holders of fifty percent (50%) of the then outstanding
shares of Preferred Stock having such right shall be required and shall
be sufficient to constitute a quorum of such class for the election of
directors by such class. At any such meeting or adjournment thereof (i)
the absence of a quorum of the holders of the Preferred Stock having
such right shall not prevent the election of directors other than those
to be elected by the holders of the Preferred Stock, and the absence of
a quorum or quorums of the holders of capital stock entitled to elect
such other directors shall not prevent the election of directors to be
elected by the holders of the Preferred Stock entitled to elect such
directors and (ii) except as otherwise required by law, in the absence
of a quorum of the holders of any class of stock entitled to vote for
the election of directors, a majority of the holders present in person
or by proxy of such class shall have the power to adjourn the meeting
for the election of directors which the holders of such class are
entitled to elect, from time to time, without notice other than
announcement at the meeting, until a quorum is present.
(e) Any vacancy in the Board of Directors in respect of a
director elected by holders of Preferred Stock pursuant to the voting
right created under this Section (E)(l) shall be filled by vote of the
remaining director so elected, or if there be no such remaining
director, by the holders of Preferred Stock entitled to elect such
director or directors at a special meeting called in accordance with the
procedures set forth in Section (E)(l)(c), or, if no such special
meeting is called, at the next annual meeting of stockholders.
(f) So long as any shares of this Series remain
outstanding, the Corporation shall not, either directly or indirectly or
through merger or consolidation with any other corporation, without the
affirmative vote at a meeting or the written consent with or without a
meeting of the holders of at least 66 2/3% in number of shares of this
Series then outstanding, (i) amend, alter or repeal any of the
provisions of the Certificate of Designation relating to this Series or
the Certificate of Incorporation, or authorize any reclassification of
the shares of this Series, so as in any such case to affect
<PAGE>
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adversely the preferences, special rights or powers of the shares of
this Series or (ii) authorize or create any class of stock ranking prior
to or on a parity with the Corporation's authorized class of Preferred
Stock as to dividends or distribution of assets on liquidation, create
any series of the Corporation's authorized Preferred Stock ranking prior
to the Preferred Stock as to dividends or distributions on liquidation
or increase the authorized amount of the Corporation's Preferred Stock.
(g) In exercising the voting rights set forth in this
Section (E)(l), each share of this Series entitled to such voting right
shall have equal voting power, notwithstanding any greater or lesser
general voting powers of one or more series of Preferred Stock.
(2) No consent of holders of shares of this Series shall be
required for (i) the creation of any indebtedness of any kind of the
Corporation, (ii) the authorization or issuance of any class of stock of
the Corporation junior to the shares of this Series as to dividends and
upon liquidation, dissolution or winding up of the Corporation or (iii)
subject to Section (E)(l)(f), the issuance of any shares of Preferred
Stock.
(F) LIQUIDATION RIGHTS
(1) Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares
of this Series shall be entitled to receive out of the assets of the
Corporation available for distribution to stockholders, before any
payment or distribution shall be made on the Junior Stock, the amount of
$6.25 per share, plus all accumulated and unpaid dividends to the date
of final distribution.
(2) Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all
the property and assets of the Corporation nor the merger or
consolidation of the Corporation into or with any other corporation or
the merger or consolidation of 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 Section (F).
(3) After the payment to the holders of the shares of this
Series of the full preferential amounts provided for in this Section
(F), the holders of this Series as such shall have no right or claim to
any of the remaining assets of the Corporation.
(4) In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any
dissolution, liquidation or winding up of the Corporation, whether
voluntary or involuntary, shall be insufficient to pay in full all
amounts
<PAGE>
-14-
to which such holders are entitled pursuant to Section (F)(l), no such
distribution shall be made on account of any shares of any other class
or series of Preferred Stock ranking on a parity with the shares of this
Series upon such dissolution, liquidation or winding up unless
proportionate distributive amounts shall be paid on account of the
shares of this Series, ratably, in proportion to the full distributable
amounts for which holders of all such parity shares are respectively
entitled upon such dissolution, liquidation or winding up.
(G) PRIORITY
(1) For purposes of this resolution, any stock of any class or
series of the Corporation shall be deemed to rank:
(i) Prior to the shares of this Series, either as to
dividends or upon liquidation, if the holders of such class or classes
shall be entitled to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, as the case may be, in
preference or priority to the holders of shares of this Series;
(ii) On a parity with shares of this Series, either as to
dividends or upon liquidation, whether or not the dividend rates,
dividend payment dates, or redemption or liquidation prices per share
or sinking fund provisions, if any, are different from those of this
Series, if the holders of such stock are entitled to the receipt of
dividends or of amounts distributable upon dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary, in
proportion to their respective dividend rates or liquidation prices,
without preference or priority, one over the other, as between the
holders of such stock and the holders of shares of this Series; and
(iii) Junior to shares of this Series, either as to
dividends or upon liquidation, if such class or series shall be Common
Stock or if the holders of shares of this Series shall be entitled to
receipt of dividends or of amounts distributable upon dissolution,
liquidation or winding up of the Corporation, whether voluntary or
involuntary, as the case may be, in preference or priority to the
holders of shares of such class or series.
<PAGE>
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IN WITNESS WHEREOF, Fedders Corporation has caused this certificate
to be signed and attested this __ day of July, 1996.
FEDDERS CORPORATION
By---------------------------------------
Title:
Attest:------------------------------
Secretary
