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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
February 10, 1994
Date of Report (Date of earliest event reported)_______________________________
PAINE WEBBER GROUP, INC.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 1-7367 13-2760086
_______________________________________________________________________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1285 Avenue of the Americas, New York, New York 10019
_______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 713-2000
_____________________________
Not Applicable
_______________________________________________________________________________
(Former name or address, if changed since last report)
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Paine Webber Group Inc.
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Item 7. Exhibits
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(a) Copy of the Registrant's certificate of the powers,
designations, preferences and relative, participating,
optional or other special rights and the
qualifications, limitations or restrictions thereof,
relating to its 6% Convertible Preferred Stock.
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PAINE WEBBER GROUP INC.
/s/ REGINA DOLAN
By:___________________________________
Regina Dolan
Vice President and
Chief Financial Officer
Dated: March 18, 1994
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CERTIFICATES OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS, AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS THEREOF, WHICH HAVE NOT BEEN SET FORTH IN THE
CERTIFICATE OF INCORPORATION OR IN ANY AMENDMENT THERETO, OF THE
6% CONVERTIBLE PREFERRED STOCK
($20 Par Value)
PAINE WEBBER GROUP INC.
------------------------
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
------------------------
The undersigned DOES HEREBY CERTIFY that the following resolution was
duly adopted on February 2, 1994 by the Special Committee of the Board of
Directors of Paine Webber Group Inc., a Delaware corporation (hereinafter
called the "Corporation"), pursuant to provisions of Section 141(c) of the
General Corporation Law of the State of Delaware and Article IV, Section 1 of
the By-laws of the Corporation;
RESOLVED, that pursuant to authority expressly granted to and
vested in the Board of Directors of the Corporation by provisions of
the Certificate of Incorporation of the Corporation (the "Certificate
of Incorporation"), the issuance of a series of the Series Preferred
Stock, par value $20 per share (the "Series Preferred Stock"), which
shall consist of up to 2,200,000 of the 20,000,000 shares of Series
Preferred Stock which the Corporation now has authority to issue, be,
and the same hereby is, authorized, and this Board of Directors hereby
fixes the powers, designations, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of the shares of
such series (in addition to the powers, designations, preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, set forth in the
Certificate of Incorporation which are applicable to the Series
Preferred Stock) as follows:
The designation of such series of the Series Preferred Stock
authorized by this resolution shall be the 6% Convertible Preferred
Stock (the "Convertible Preferred Stock"). The number of shares of
Convertible Preferred Stock shall be 2,200,000.
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(i) Holders of shares of Convertible Preferred Stock
will be entitled to receive, when and as declared by the Board of
Directors (the "Board") of Paine Webber Group Inc. (the "Corporation")
out of assets of the Corporation legally available for payment, an
annual cash dividend of $1.50 per share, payable in semi-annual
installments on June 30 and December 31, commencing December 31, 1992.
Dividends on the Convertible Preferred Stock will be cumulative from
the date of initial issuance of any shares of Convertible Preferred
Stock. Dividends will be payable to holders of record as they appear
on the stock books of the Corporation on such record dates, not more
than 60 days nor less than 10 days preceding the payment dates
thereof, as shall be fixed by the Board. When dividends are not paid
in full upon the Convertible Preferred Stock and any other preferred
stock ranking on a parity as to dividends with the Convertible
Preferred Stock (such other preferred stock and the Convertible
Preferred Stock hereinafter being collectively referred to as "Parity
Preferred Stock"), all dividends declared upon shares of Parity
Preferred Stock will be declared pro rata so that in all cases the
amount of dividends declared per share on the Convertible Preferred
Stock and such other Parity Preferred Stock shall bear to each other
the same ratio that accumulated and unpaid dividends per share on the
shares of Convertible Preferred Stock and such other Parity Preferred
Stock bear to each other. Except as set forth in the preceding
sentence, unless full cumulative dividends on the Convertible
Preferred Stock have been paid, no dividends (other than in Common
Stock of the Corporation (as defined in paragraph (iii)(I) below) or
any other stock of the Corporation ranking junior to the Convertible
Preferred Stock as to dividends) may be paid or
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declared and set aside for payment or other distribution made upon
the Common Stock or on any other stock of the Corporation ranking
junior to or on a parity with the Convertible Preferred Stock as to
dividends, nor may any Common Stock or any other stock of the
Corporation ranking junior to or on a parity with the Convertible
Preferred Stock as to dividends be redeemed, purchased or otherwise
acquired for any consideration (or any payment made to or available
for a sinking fund for the redemption of any shares of such stock) by
the Corporation (except by conversion into or exchange for stock of
the Corporation ranking junior to the Convertible Preferred Stock as
to dividends). Dividends payable for any partial dividend period
shall be calculated on the basis of a 360-day year of 12 30-day
months.
(ii) The shares of Convertible Preferred Stock shall rank
prior to the shares of Common Stock and of any other class of stock of
the Corporation ranking junior to the Series Preferred Stock upon
liquidation, so that in the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, the
holders of the Convertible Preferred Stock shall be entitled to
receive out of the assets of the Corporation available for
distribution to its stockholders, whether from capital, surplus or
earnings, before any distribution is made to holders of shares of
Common Stock or any other such junior stock, an amount equal to $25
per share (the "Liquidation Preference" of a share of Convertible
Preferred Stock) plus an amount equal to all dividends (whether or not
earned or declared) accumulated and unpaid on the shares of
Convertible Preferred Stock to the date of final distribution. If,
upon any liquidation, dissolution or winding up of the Corporation,
the assets of the Corporation, or the proceeds thereof, distributable
among the holders of shares of Parity Preferred Stock shall be
insufficient to pay in full the liquidation preference amounts of the
Parity Preferred Stock and all dividends (whether or not earned or
declared) accumulated and unpaid thereon, then such assets, or the
proceeds thereof, shall be distributable among such holders ratably in
accordance with the respective amounts which would be payable on such
shares if all amounts payable thereon were paid in full. For the
purposes hereof, the voluntary sale, conveyance, exchange or transfer
(for cash, shares of stock, securities or other consideration) of all
or substantially all the property or assets of the Corporation shall
be deemed a voluntary liquidation, dissolution or winding up of
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the Corporation, but a consolidation or merger of the Corporation
with one or more other corporations shall not be deemed to be a
liquidation, dissolution or winding up, voluntary or involuntary.
(iii) (I) Subject to and upon compliance with the
provisions of this paragraph (iii), the holder of a share of
Convertible Preferred Stock shall have the right, at his option, at
any time, except that, if such share is called for redemption, not
after the close of business on the fifth day next preceding the date
fixed for such redemption, to convert such share into that number of
fully paid and nonassessable shares of Common Stock (calculated as to
each conversion to the nearest 1/100th of a share) obtained by
dividing the Liquidation Preference of such share being converted by
the Conversion Price (as defined below), upon surrender of such share
so to be converted, such surrender to be made in the manner provided
in subsection (II) of this paragraph (iii).
The term "Common Stock" shall mean the Common Stock, $1 par
value, of the Corporation as the same exists at the date of this
Certificate or as such stock may be constituted from time to time,
except that for the purpose of subsection (V) of this paragraph (iii)
the term "Common Stock" shall also mean and include stock of the
Corporation of any class, whether now or hereafter authorized, which
shall have the right to participate in the distribution of either
earnings or assets of the Corporation without limit as to amount or
percentage.
The term "Conversion Price" shall mean $22.125 as adjusted in
accordance with the provisions of this paragraph (iii).
(II) In order to exercise the conversion privilege,
the holder of each share of Convertible Preferred Stock to be
converted shall surrender the certificate representing such share at
the office of the conversion agent for the Convertible Preferred Stock
in the Borough of Manhattan, City of New York, appointed for such
purpose by the Corporation, with the Notice of Election to Convert on
the back of said certificate completed and signed. Unless the shares
issuable on conversion are to be issued in the same name as the name
in which such share of Convertible Preferred Stock is registered, each
share surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation and
duly executed by the holder or his duly authorized
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attorney, and an amount sufficient to pay any transfer or similar
tax. No payment or adjustment shall be made on conversion for
dividends accumulated on the Convertible Preferred Stock surrendered
for conversion or for dividends on Common Stock delivered on such
conversion. As promptly as practicable after the surrender of the
certificates for shares of Convertible Preferred Stock as aforesaid,
the Corporation shall issue and shall deliver at such office to such
holder, or on his written order, a certificate or certificates for the
number of full shares of Common Stock issuable upon the conversion of
such shares in accordance with the provisions of this paragraph (iii),
and any fractional interest in respect of a shares of Common Stock
arising upon such conversion shall be settled as provided in
subsection (III) of this paragraph (iii).
Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which the
certificates for shares of Convertible Preferred Stock shall have been
surrendered and such notice received by the Corporation as aforesaid,
and the person or persons in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such
conversion shall be deemed to have become the holder or holders of
record of the shares represented thereby at such time on such date and
such conversion shall be at the Conversion Price in effect at such
time on such date, unless the stock transfer books of the Corporation
shall be closed on that date, in which event such person or persons
shall be deemed to have become such holder or holders of record at the
close of business on the next succeeding day on which such stock
transfer books are open, but such conversion shall be at the
Conversion Price in effect on the date upon which such shares shall
have been surrendered and such notice received by the Corporation.
All shares of Common Stock delivered upon conversions of the
Convertible Preferred Stock will upon delivery be duly and validly
issued and fully paid and nonassessable, free of all liens and charges
and not subject to any preemptive rights.
(III) No fractional shares or scrip representing fractions
of shares of Common Stock shall be issued upon conversion of the
Convertible Preferred Stock. Instead of any fractional interest in a
share of Common Stock which would otherwise be deliverable upon
the conversion of a share of Convertible Preferred Stock, the
Corporation shall pay to the
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holder of such share an amount in cash (computed to the nearest cent)
equal to the current market price (as defined in subsection (IV)(d) of
this paragraph (iii)) thereof at the close of business on the business
day next preceding the day of conversion. If more than one share
shall be surrendered for conversion at one time by the same holder,
the number of full shares of Common Stock issuable upon conversion
thereof shall be computed on the basis of the aggregate Liquidation
Preference of the shares of Convertible Preferred Stock so
surrendered.
(IV) The Conversion Price shall be adjusted from time
to time as follows:
(a) In case the Corporation shall hereafter (i) pay a
dividend or make a distribution on the Common Stock in shares of
Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding shares
of Common Stock into a smaller number of shares, or (iv) issue by
reclassification of the Common Stock any shares of capital stock of
the Corporation, the Conversion Price in effect immediately prior to
such action shall be adjusted so that the holder of any share of
Convertible Preferred Stock thereafter surrendered for conversion
shall be entitled to receive the number of shares of Common Stock or
other capital stock of the Corporation which he would have owned or
been entitled to receive immediately following such action had such
share been converted immediately prior thereto. An adjustment made
pursuant to this subdivision (a) shall become effective immediately
after the record date, in the case of a dividend or distribution, or
immediately after the effective date, in the case of a subdivision,
combination or reclassification. If, as a result of an adjustment
made pursuant to this subdivision (a), the holder of any share of
Convertible Preferred Stock thereafter surrendered for conversion
shall become entitled to receive shares of two or more classes of
capital stock or shares of Common Stock and other capital stock of the
Corporation, the Board (whose determination shall be conclusive and
shall be described in a statement filed with the conversion agent by
the Corporation as soon as practicable) shall determine the allocation
of the adjusted Conversion Price between or among shares of such
classes of capital stock or shares of Common Stock and other capital
stock.
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(b) In case the Corporation shall hereafter issue
rights or warrants to holders of its outstanding shares of Common
Stock generally entitling them (for a period expiring within 45 days
after the record date mentioned below) to subscribe for or purchase
shares of Common Stock at a price per share less than the current
market price per share (as determined pursuant to subdivision (d) of
this subsection (IV)) of the Common Stock on the record date mentioned
in the next sentence (other than pursuant to an automatic dividend
reinvestment plan of the Corporation or any substantially similar
plan), the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in
effect immediately prior to the date of issuance of such rights or
warrants by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding on the date of issuance of such
rights or warrants 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, and of which the denominator shall be
the number of shares of Common Stock outstanding on the date of
issuance of such rights or warrants plus the number of additional
shares of Common Stock offered for subscription or purchase. Such
adjustment shall become effective immediately after the record date
for the determination of stockholders entitled to receive such rights
or warrants.
(c) In case the Corporation shall hereafter distribute
to holders of its outstanding shares of Common Stock generally
evidences of its indebtedness or assets (excluding any cash dividend
paid from retained earnings of the Corporation and dividends or
distributions payable in stock for which adjustment is made pursuant
to subdivision (a) of this subsection (IV)) or rights or warrants to
subscribe to securities of the Corporation (excluding those referred
to in subdivision (b) of this subsection (IV)), then in each such
case the Conversion Price shall be adjusted so that the same shall
equal the price determined by multiplying the Conversion Price in
effect immediately prior to the date of such distribution by a
fraction of which the numerator shall be the current market price per
share (determined as provided in subdivision (d) of this subsection
(IV)) of the Common Stock on the record date mentioned in the next
sentence less the then fair market value (as determined by the Board,
whose determination shall be conclusive and shall be described in a
statement filed with the conversion
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agent by the Corporation as soon as practicable) of the portion of the
evidences of indebtedness or assets so distributed to the holder of
one share of Common Stock or of such subscription rights or warrants
applicable to one share of Common Stock, and of which the denominator
shall be such current market price per share of Common Stock. Such
adjustment shall become effective immediately after the record date
for the determination of stockholders entitled to receive such
distribution.
(d) For the purpose of subsection (III) and subdivisions
(b) and (c) of this subsection (IV), the current market price per
share of Common Stock on any date shall mean the price of a share of
Common Stock on the relevant date, determined on the basis of the
last reported sale price regular way of the Common Stock as reported
on the composite tape, or similar reporting system, for issues listed
on the New York Stock Exchange (or if the Common Stock is not then
listed on that Exchange, for issues listed on such other national
securities exchange upon which the Common Stock is listed as may be
designated by the Board for the purposes hereof) or, if there is no
such reported sale on the day in question, on the basis of the average
of the closing bid and asked quotations as so reported, or, if the
Common Stock is not then listed on any national securities exchange,
on the basis of the closing price, if the Common Stock is a national
market issue, or the average of the high bid and low asked quotations
on the day in question in the over-the-counter market as reported by
the National Association of Securities Dealers' Automated Quotations
System, or if not so quoted, as reported by National Quotation Bureau,
Incorporated, or a similar organization.
(e) In any case in which this paragraph (iii) shall
require that an adjustment be made immediately following a record date
or an effective date, the Corporation may elect to defer (but only
until five business days following the filing by the Corporation with
the conversion agent of the certificate for independent public
accountants required by subdivision (g) of this subsection (IV))
issuing to the holder of any share of Convertible Preferred Stock
converted after such record date or effective date the additional
shares of Common Stock or other capital stock issuable upon such
conversion over and above the shares of Common Stock or other capital
stock issuable upon such conversion on the basis of the Conversion
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Price prior to adjustment, and paying to such holder any amount of
cash in lieu of a fractional share.
(f) No adjustment in the Conversion Price shall be
required to be made unless such adjustment would require an increase
or decrease of at least 1% of such price; provided, however, that any
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adjustments which by reason of this subdivision (f) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this paragraph (iii)
shall be made to the nearest cent or to the nearest 1/100th of a
share, as the case may be. Anything in this paragraph (iii) to the
contrary notwithstanding, the Corporation shall be entitled to make
such reduction in the Conversion Price, in addition to those required
by this paragraph (iii), as it in its discretion shall determine to be
advisable in order that any stock dividend, subdivision of shares,
distribution of rights to purchase stock or securities, or
distribution of securities convertible into or exchangeable for stock
hereafter made by the Corporation to its stockholders shall not be
taxable to the recipients.
(g) Whenever the Conversion Price is adjusted as
herein provided, (i) the Corporation shall promptly file with the
conversion agent a certificate of a firm of independent public
accountants (who may be the regular accountants employed by the
Corporation) setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such
adjustment and the manner of computing the same, which certificate
shall be conclusive evidence of the correctness of such adjustment,
and (ii) a notice stating that the Conversion Price has been adjusted
and setting forth the adjusted Conversion Price shall forthwith be
mailed by the Corporation to the holders of the Convertible Preferred
Stock at their addresses as shown on the stock books of the
Corporation.
(h) In the event that at any time as a result of an
adjustment made pursuant to subdivision (a) of this subsection (IV),
the holder of any share of Convertible Preferred Stock thereafter
surrendered for conversion shall become entitled to receive any shares
of the Corporation other than shares of Common Stock, thereafter the
Conversion Price of such other shares so receivable upon conversion of
any share shall be subject to adjustment from time to time in a manner
and on terms as nearly equivalent as
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practicable to the provisions with respect to Common Stock contained
in this paragraph (iii).
(V) In case:
(a) the Corporation shall take any action which would
require any adjustment in the Conversion Price pursuant to subsection
(IV)(c); or
(b) the Corporation shall authorize the granting to
the holders of the Common Stock of rights or warrants to subscribe for
or purchase any shares of stock of any class or of any other rights;
or
(c) there shall be any capital stock reorganization
or reclassification of the Common Stock (other than a subdivision or
combination of the outstanding Common Stock and other than a change in
the par value of the Common Stock), or any consolidation or merger to
which the Corporation is a party or any statutory exchange of
securities with another corporation and for which approval of any
stockholders of the Corporation is required, or any sale or transfer
of all or substantially all the assets of the Corporation; or
(d) there shall be a voluntary dissolution, liquidation
or winding up of the Corporation;
then the Corporation shall cause to be filed with the conversion
agent, and shall cause to be mailed to the holders of shares of the
Convertible Preferred Stock at their addresses as shown on the stock
books of the Corporation, at least 10 days prior to the applicable
date hereinafter specified, a notice stating (i) the date on which a
record is to be taken for the purpose of such distribution or rights,
or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such distribution or
rights are to be determined, or (ii) the date on which such
reorganization, reclassification, consolidation, merger, statutory
exchange, sale, transfer, dissolution, liquidation or winding up is
expected to become effective, and the date as of which it is expected
that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property
deliverable upon such reorganization, reclassification, consolidation,
merger, statutory exchange, sale, transfer, dissolution, liquidation
or winding up. Failure to give such notice or any defect therein
shall not affect the legality or validity of
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the proceedings described in subdivision (a), (b), (c) or (d) of this
subsection (V).
(VI) The Corporation covenants that it will at all
times reserve and keep available, free from preemptive rights, out of
the aggregate of its authorized but unissued shares of Common Stock or
its issued shares of Common Stock held in its treasury, or both, for
the purpose of effecting conversions of the Convertible Preferred
Stock, the full number of shares of Common Stock deliverable upon the
conversion of all shares of Convertible Preferred Stock then
outstanding and not theretofore converted or then deliverable upon
conversion of the Corporation's 6.5% Convertible Debentures Due 2002
(the "2002 Debentures"). For purposes of this subsection (VI), the
number of shares of Common Stock which shall be deliverable upon the
conversion of all such shares of Covertible Preferred Stock shall be
computed as if at the time of computation all such shares were held by
a single holder.
Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value (if any) of the
shares of Common Stock deliverable upon conversion of the Convertible
Preferred Stock, the Corporation will take any corporate action which
may, in the opinion of its counsel, be necessary in order that the
Corporation may validly and legally issue fully paid and nonassessable
shares of Common Stock at such adjusted Conversion Price.
To the extent not already listed, the Corporation will
endeavor to list the shares of Common Stock required to be delivered
upon conversion of the Convertible Preferred Stock prior to such
delivery upon each national securities exchange, if any, upon which
the outstanding Common Stock is listed at the time of such delivery.
Prior to the delivery of any securities which the Corporation
shall be obligated to deliver upon conversion of the Convertible
Preferred Stock, the Corporation will endeavor to comply with all
Federal and state laws and regulations thereunder requiring the
registration of such securities with, or any approval of or consent to
the delivery thereof by, any governmental authority.
(VII) The Corporation will pay any and all documentary
stamp or similar issue or transfer taxes
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payable in respect of the issue or delivery of shares of Common Stock
on conversions of the Convertible Preferred Stock pursuant hereto;
provided, however, that the Corporation shall not be required to pay
-----------------
any tax which may be payable in respect of any transfer involved in the
issue or delivery of shares of Common Stock in a name other than that
of the holder of the Convertible Preferred Stock to be converted and
no such issue or delivery shall be made unless and until the person
requesting such issue or delivery has paid to the Corporation the
amount of any such tax or has established, to the satisfaction of the
Corporation, that such tax has been paid.
(VIII) Notwithstanding any other provision herein to the
contrary, in case of any consolidation or merger to which the
Corporation is a party (other than a merger or consolidation in which
the Corporation is the continuing corporation), or in case of any
statutory exchange of securities with another corporation (including
any exchange effected in connection with a merger of a third
corporation into the Corporation), the holder of each share of
Convertible Preferred Stock then outstanding shall have the right
thereafter to convert such share into the kind and amount of
securities, cash or other property receivable upon such consolidation,
merger or statutory exchange by a holder of the number of shares of
Common Stock into which such share of Convertible Preferred Stock
might have been converted immediately prior to such consolidation,
merger or statutory exchange, assuming such holder of Common Stock
failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash or other property receivable upon such
consolidation, merger or statutory exchange (provided that if the kind
or amount of securities, cash or other property receivable upon such
consolidation, merger or statutory exchange is not the same for each
share of Common Stock in respect of which such rights of election
shall not have been exercised ("non-electing share"), then for the
purpose of this subsection (VIII) the kind and amount of securities,
cash or other property receivable upon such consolidation, merger or
statutory exchange for each non-electing share shall be deemed to be
the kind and amount so receivable per share by a plurality of the
non-electing shares). Thereafter, the holders of the Convertible
Preferred Stock shall be entitled to appropriate adjustments with
respect to their conversion rights to the end that the provisions set
forth in this paragraph (iii) shall correspondingly be
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made applicable, as nearly as may reasonably be, in relation to any
shares of stock or other securities or property thereafter deliverable
on the conversion of the Convertible Preferred Stock. Any such
adjustment shall be approved by a firm of independent public
accountants, evidenced by a certificate to that effect delivered to
the conversion agent; and any adjustment so approved shall for all
purposes hereof conclusively be deemed to be an appropriate
adjustment.
The above provisions of this subsection (VIII) shall similarly
apply to successive consolidations, mergers or statutory exchanges.
(iv) Upon any conversion or redemption of shares of
Convertible Preferred Stock, the shares of Convertible Preferred Stock
so converted or redeemed shall have the status of authorized and
unissued shares of Series Preferred Stock, and the number of shares
of Series Preferred Stock which the Corporation shall have authority
to issue shall not be decreased by the conversion or redemption of
shares of Convertible Preferred Stock.
(v) The holders of shares of Convertible Preferred
Stock shall have no voting rights whatsoever, except for any voting
rights to which they may be entitled under the laws of the State of
Delaware, and except as follows:
(I) If and whenever at any time or times dividends
payable on the Convertible Preferred Stock or on any other Parity
Preferred Stock shall have been in arrears and unpaid in an aggregate
amount equal to or exceeding the amount of dividends payable thereon
for six quarterly periods or three semi-annual periods, as the case
may be, then the holders of Parity Preferred Stock shall have, in
addition to the other voting rights set forth herein, the exclusive
right, voting separately as a class, 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.
Such voting right shall continue until such time as all cumulative
dividends accumulated on all the Parity Preferred Stock having
cumulative dividends shall have been paid in full and until any
noncumulative dividends payable on all the Parity Preferred Stock
having noncumulative
<PAGE> 14
dividends shall have been paid regularly for at least one year, at
which time such voting right of the holders of the Parity Preferred
Stock shall terminate, subject to revesting in the event of each and
every subsequent event of default of the character indicated above.
Whenever such voting right shall have vested, such right may
be exercised initially either at a special meeting of the holders of
the Parity Preferred Stock, called as hereinafter provided, or at any
annual meeting of stockholders held for the purpose of electing
directors, and thereafter at each successive annual meeting.
At any time when such voting right shall have vested in the
holders of the Parity Preferred Stock, and if such right shall not
already have been initially exercised, a proper officer of the
Corporation shall, upon the written request of the holders of records
of 10% in number of shares of the Parity Preferred Stock then
outstanding, addressed to the Secretary of the Corporation, call a
special meeting of the holders of the Parity Preferred Stock and of
any other class or classes of stock having voting power with respect
thereto for the purpose of electing 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 of annual
meetings of stockholders of the Corporation, or, if none, at a place
designated by the Secretary of the Corporation. If such meeting shall
not be 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 30 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 holders of record of 10% in number of shares of
the Parity Preferred Stock 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 subsection (I). Any holder of the Parity
Preferred Stock shall have access to the stock books of the
Corporation for the purpose of causing a meeting of stockholders to be
called pursuant to the provisions
<PAGE> 15
of this paragraph. Notwithstanding the provisions of this paragraph,
however, 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.
At any meeting held for the purpose of electing directors at
which the holders of the Parity Preferred Stock shall have the right
to elect directors as provided herein, the presence in person or by
proxy of the holders of 33-1/3% of the then outstanding shares of the
Parity Preferred Stock shall be required and be sufficient to
constitute a quorum of the Parity Preferred Stock for the election of
directors by the holders of the Parity Preferred Stock. At any such
meeting or adjournment thereof (A) the absence of a quorum of the
holders of the Parity Preferred Stock shall not prevent the election
of directors other than those to be elected by the holders of the
Parity Preferred Stock and the absence of a quorum or quorums
of the holders of other classes of capital stock entitled to elect
such other directors shall not prevent the election of directors to be
elected by the holders of the Parity Preferred Stock and (B) 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 shall be present.
The directors elected pursuant to this subsection (I) shall
serve until the next annual meeting or until their respective
successors shall be elected and shall qualify; provided, however, that
-----------------
when the right of the holders of the Parity Preferred Stock to elect
directors as herein provided shall terminate, the terms of office of
all persons so elected by the holders of the Parity Preferred Stock
shall terminate, and the number of directors of the Corporation shall
thereupon be such number as may be provided in the By-Laws of the
Corporation irrespective of any increase made pursuant to this
subsection (I).
(II) So long as any shares of the Convertible
Preferred Stock remain outstanding, the Corporation will not, either
directly or indirectly or through merger or consolidation with any
other corporation:
<PAGE> 16
(a) 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 the Series Preferred Stock of all series
then outstanding, (A) create any class or classes of stock ranking
equal or prior to the Series Preferred Stock either as to dividends or
upon liquidation or increase the authorized number of shares of any
class or classes of stocks either as to dividends or upon liquidation
or increase the authorized number of shares of any class or classes of
stock ranking equal or prior to the Series Preferred Stock either as
to dividends or upon liquidation, (B) amend, alter or repeal any of
the provisions of the Certificate of Incorporation so as to affect
adversely the preferences, special rights or powers of the Series
Preferred Stock or (C) authorize any reclassification of the Series
Preferred Stock;
(b) 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 the Convertible Preferred Stock then
outstanding, amend, alter or repeal any of the provisions hereof so as
to affect adversely the preferences, special rights or powers of the
Convertible Preferred Stock; or
(c) without the affirmative vote at a meeting or the
written consent with or without a meeting of the holders of at least a
majority in number of shares of the Series Preferred Stock of all
series then outstanding, increase the authorized number of Shares of
the Series Preferred Stock.
(vi) The shares of the Convertible Preferred Stock may
be redeemed at the option of the Corporation as a whole at any time,
upon not less than 25 nor more than 60 days' prior notice mailed to
the holders of the shares to be redeemed at their addresses as shown
on the stock books of the Corporation, at a redemption price of $25.00
per share, together with an amount equal to all dividends (whether or
not earned or declared) accumulated and unpaid to the date fixed for
redemption. Upon such redemption date, all holders of shares of
Convertible Preferred Stock shall cease to be stockholders with
respect to such shares and thereafter such shares shall no longer be
transferable on the books of the Corporation and such holders shall
have no interest or claim against the Corporation with respect to such
shares except the right to receive payment of the redemption price
upon surrender of their certificates.
<PAGE> 17
If full cumulative dividends on the Convertible Preferred
Stock have not been paid, the Corporation may not purchase or acquire
any shares of the Convertible Preferred Stock otherwise than pursuant
to a purchase or exchange offer made on the same terms to all holders
of the Convertible Preferred Stock.
(vii) No consent of the holders of the Convertible
Preferred Stock shall be required for (i) the creation of any
indebtedness of any kind of the Corporation, (ii) the creation of any
class of stock of the Corporation ranking junior as to dividends or
upon liquidation to the Series Preferred Stock or (iii) any increase
or decrease in the amount of authorized Common Stock or any increase,
decrease or change in the par value thereof or in any other terms
thereof.
(viii) The Board reserves the right by subsequent
amendment from time to time to increase (subject to the provisions of
paragraph (v)(II)(c)) or decrease the number of shares which
constitute the Convertible Preferred Stock (but not below the
aggregate number of shares thereof then outstanding or then
deliverable upon conversion of the 2002 Debentures) and in other
respects to amend the terms of the Convertible Preferred Stock within
the limitations provided by law, resolutions of the Board and the
Certificate of Incorporation.
IN WITNESS WHEREOF, Paine Webber Group Inc. has caused this
Certificate to be made under the seal of the Corporation and signed by Theodore
A. Levine, its Vice President, and attested by Dorothy F. Haughey, its
Assistant Secretary, this 8 day of February, 1994.
PAINE WEBBER GROUP INC.
/s/ Theodore A. Levine
-----------------------
Vice President
[Seal]
Attest:
/s/ Dorothy F. Haughey
-------------------------
Dorothy F. Haughey
Assistant Secretary
<PAGE> 18
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
This instrument was acknowledged before me this 8th day of February,
1994 by THEODORE A. LEVINE and DOROTHY F. HAUGHEY, as Vice President and
Assistant Secretary, respectively, of PAINE WEBBER GROUP INC., a Delaware
corporation, being authorized so to do on its behalf.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Elisa A. Bell
---------------------------------
Notary Public
ELISA A. BELL
NOTARY PUBLIC, State of New York
No. 03-4818330
Qualified in Bronx County
Commission Expires June 30, 1994
