File No. 0-14282
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
T. Rowe Price Associates, Inc.
(Exact name of registrant as specified in its charter)
Maryland 52-0556948
(State of incorporation organization) (IRS Employer
Identification No.)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock (par value $.20 per share)
(Title of class)
(Title of class)
File No. 0-14282
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered:
General
The authorized capital stock of the Corporation consists of
120,000,000 shares of capital stock, $.20 par value per share, of
which 100,000,000 shares are common stock (the "Common Stock")
and 20,000,000 shares are preferred stock (the "Preferred
Stock"). As of April 7, 1995, there were issued and outstanding
28,437,380 shares of Common Stock and no shares of Preferred
Stock.
The following summary of the terms of the Corporation's
capital stock does not purport to be complete and is qualified in
its entirety by reference to the applicable provisions of
Maryland law and the Corporation's charter (the "Charter").
The Transfer Agent and Registrar for the Corporation's
Common Stock is The First National Bank of Maryland, Baltimore,
Maryland.
Common Stock
Except as otherwise provided in the Charter or required by
law, each holder of Common Stock is entitled to one vote for each
share of Common Stock held. Cumulative voting for the election
of directors is not provided for in the Charter or the by-laws.
Subject to the prior rights of Preferred Stock which may be
classified and issued in the future, the holders of the Common
Stock of the Corporation are entitled to receive, pro-rata, such
dividends as may be declared by the Board of Directors out of
funds legally available therefor, and are also entitled to share,
pro-rata, in any other distribution to shareholders. There are
no conversion, redemption or sinking fund provisions and no
direct limitations in any indenture or agreement on the payment
of dividends. All outstanding shares of Common Stock are fully
paid and non-assessable. No stockholder of the Corporation has
any preemptive right to subscribe for additional issues of stock
or other securities of the Corporation.
The Corporation's Charter provides that any person or group
acting in concert that is the beneficial owner of more than 15%
of the shares of Common Stock outstanding shall have the right to
vote not more than 15% of such outstanding shares, with the
remaining shares excluded from the number of shares of Common
Stock considered to be outstanding for purposes of determining
the proportion of shares of Common Stock required to approve a
matter submitted for stockholder approval.
Preferred Stock
General. Under the Corporation's Charter, the Corporation
is authorized to issue 20,000,000 shares of Preferred Stock, in
one or more series. The Board of Directors is authorized to fix
and determine the terms, limitations and relative rights and
preferences of any of the series of the Preferred Stock
including, without limitation, the preferences, conversion and
other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of
redemption, to divide and issue any Preferred Stock in series,
and to fix and determine the variations among series to the
extent permitted by law, with no further authorization by
stockholders required for the creation and issuance thereof. The
Corporation may amend from time to time its Charter to increase
the number of authorized shares of Preferred Stock. Any such
amendment would require the approval of the holders of a majority
of the outstanding shares of Common Stock.
Special Statutory Requirements for Certain Transactions
Business Combination Statute. The Maryland General
Corporation Law establishes special requirements with respect to
"business combinations" between Maryland corporations and
"interested stockholders" unless exemptions are applicable.
Among other things, the law prohibits for a period of five years
a merger and other specified or similar transactions between a
corporation and an interested stockholder and requires a super-
majority vote for such transaction after the end of such five-
year period.
"Interested stockholders" are persons owning beneficially,
directly or indirectly, 10 % or more of the outstanding voting
stock of a Maryland corporation. "Business combinations" include
any merger or similar transaction subject to a statutory vote and
additional transactions involving transfers of assets or
securities in specified amounts to interested stockholders or
their affiliates. Unless an exemption is available, transactions
of these types may not be consummated between a Maryland
corporation and an interested stockholder or its affiliates for a
period of five years after the most recent date on which the
stockholder became an interested stockholder and thereafter may
not be consummated unless recommended by the board of directors
of the Maryland corporation and approved by the affirmative vote
of at least 80% of the voted entitled to be cast by all holders
of outstanding shares of voting stock and 66-2/3% of the votes
entitled to be cast by all holders of outstanding shares of
voting stock other than the interested stockholder. A business
combination with an interested stockholder which is approved by
the board of directors of a Maryland corporation at any time
before an interested stockholder first becomes an interested
stockholder is not subject to the special voting requirements.
The Corporation is currently exempt from this provision because
it had an interested stockholder on the date this statutory
provision became effective. The Board of Directors of the
Corporation may, in the future, without stockholder approval,
elect by board resolution to be subject to the foregoing
provision, in whole or in part, specifically, generally, or
generally by types, as to specifically identified or unidentified
interested stockholders.
Control Share Acquisition Statute. Maryland law imposes
limitations on the voting rights in a "control share
acquisition." The Maryland statute defines a "control share
acquisition" at the 20%, 33-1/3% and 50% acquisition levels, and
requires a two-thirds stockholder vote (excluding shares owned by
the acquiring person and certain members of management) to accord
voting rights to stock acquired in a control share acquisition.
The statute also requires Maryland corporations to hold a special
meeting at the request of an actual or proposed control share
acquiror generally within 50 days after a request is made with
the submission of an "acquiring person statement," but only if
the acquiring person (i) posts a bond for the cost of the meeting
and (ii) submits a definitive financing agreement to the extent
that financing is not provided by the acquiring person. In
addition, unless the charter or by-laws provide otherwise, the
statute gives the Maryland corporation, within certain time
limitations, various redemption rights if there is a stockholder
vote on the issue and the grant of voting rights is not approved,
or if an "acquiring person statement" is not delivered to the
target within 10 days following a control share acquisition.
Moreover, unless the charter and by-laws provide otherwise, the
statute provides that if, before a control share acquisition
occurs, voting rights are accorded to control shares which
results in the acquiring person having majority voting power,
then minority stockholders have appraisal rights. An acquisition
of shares may be exempted from the control share statute provided
that a charter or by-law provision is adopted for such purpose
prior to the control share acquisition. There are no such
provisions in the charter or by-laws of the Corporation.
Reference is made to the full text of the foregoing statutes
for their entire terms, and the partial summary contained in this
Prospectus is not intended to be complete.
Federal Securities Laws
Under the Investment Company Act of 1940 and the Investment
Advisers Act of 1940, each as amended, an "assignment" of an
investment advisory agreement causes the agreement to be
terminated, and "assignment" includes any direct or indirect
transfer of a controlling block of the assignor's outstanding
voting securities by a security holder of the assignor. As
defined in the Investment Company Act, any person who owns
beneficially, either directly or through one or more controlled
companies, more than 25% of the voting securities of a company
shall be presumed to control such company and any person who does
not own more than 25% of the voting securities of any company
shall be presumed not to control such company.
Reference is made to the full text of the statute for its
entire terms, and this partial summary is not intended to be
complete.
Item 2. Exhibit:
3.(i) Composite Restated Charter of the Company
SIGNATURE
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.
T. ROWE PRICE ASSOCIATES, INC.
(Registrant)
Date: April 21, 1995 By: /s/
George A. Roche, Managing Director
and Chief Financial Officer
<PAGE> 1
EXHIBIT 3.(i)
T. ROWE PRICE ASSOCIATES, INC.
COMPOSITE RESTATED CHARTER
(restated as of April 6, 1995)
FIRST: That we, the subscribers, T. ROWE PRICE, WALTER H. KIDD and
CHARLES W. SHAEFFER, the post-office address of each of whom is 10
Light Street, Baltimore 2, Maryland, all being of full legal age,
do under and by virtue of the General Laws of the State of
Maryland, authorizing the formation of corporation, associate
ourselves with the intention of forming a corporation,
SECOND: The name of the corporation (which is hereinafter called the
"Corporation") is:
T. ROWE PRICE ASSOCIATES, INC.
THIRD: The purposes for which and any of which the Corporation is formed
and the business and objects to be carried on and promoted by it
are:
(1) To advise and confer with clients in respect of their
investments, changes in investments, and reinvestments and
anything relating thereto; to act as agent for clients in making
and implementing investment decisions and recommendations on a
discretionary basis; to conduct investigations and examinations of
businesses and enterprises of every kind and description with the
aim of securing information and particulars for the investment and
employment of capital; and to undertake and transact all kinds of
business relating to financial counseling and investments.
(2) To acquire by purchase, subscription, or otherwise, and to
receive, hold, own, guarantee, sell, assign, exchange, transfer,
mortgage, pledge, or otherwise dispose of or deal in and with any
and all securities, as such term is hereinafter defined, issued or
created by any corporation, firm, or other entity, public or
private, whether formed under the laws of the United States of
America or of any state, commonwealth, territory, dependency, or
possession thereof, or of any foreign country or of any state,
commonwealth, territory, dependency, possession, or other
political subdivision thereof, or issued or created by the United
States of America or any state or commonwealth thereof, or by any
foreign country, or by any agency, subdivision, territory,
dependency, possession, municipality, or other political
subdivision of any of the foregoing, and as owner thereof to
possess and exercise all the rights, powers, and privileges of
ownership including the right to exercise consents and vote
thereon, and to do any and all acts and things necessary or
advisable for the preservation, protection, improvement, and
enhancement in value thereof.
<PAGE> 2
(3) To engage in any one or more businesses or transactions, or
to acquire all or any portion of any entity engaged in any one or
more businesses or transactions which the Board of Directors may
from time to time authorize or approve, whether or not related to
the business described elsewhere in this Article or to any other
business at the time or theretofore engaged in by the Corporation.
The foregoing enumerated purposes and objects shall be in no way
limited or restricted by reference to, or inference from, the
terms of any other clause of this or any other Article of the
charter of the Corporation, and each shall be regarded as
independent; and they are intended to be and shall be construed as
powers as well as purposes and objects of the Corporation and
shall be in addition to and not in limitation of the general
powers of corporations under the General Laws of the State of
Maryland.
FOURTH: The present address of the principal office of the Corporation in
this State is 100 East Pratt Street, Baltimore, Maryland 21202.
FIFTH: The name and address of the resident agent of the Corporation in
this State are Alvin M. Younger, Jr., 100 East Pratt Street,
Baltimore, Maryland 21202. Said resident agent is a citizen of the
State of Maryland who resides there.
SIXTH: (a) The total number of shares of stock of all classes which the
Corporation has authority to issue is 120,000,000 shares of
capital stock (par value $.20 per share), amounting in aggregate
par value to $24,000,000, of which 100,000,000 shares (par value
$.20 per share), amounting in aggregate par value to $20,000,000
are classified as "Common Stock" and 20,000,000 shares (par value
$.20 per share) amounting in aggregate par value to $4,000,000 are
classified as "Preferred Stock."
(b) The following is a description of the preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption
of the Common Stock and the Preferred Stock of the Corporation:
COMMON STOCK
(1) The Common Stock shall not be subject to classification or
reclassification by the Board of Directors, and shall have the
rights and terms hereinafter specified, subject to the terms of
any other stock provided in the charter pursuant to
classification or reclassification by the Board of Directors or
otherwise in accordance with law.
(2) Subject to the provisions of Article EIGHTH, Section (3)
of the charter of the Corporation, each share of Common Stock
shall have one vote, and, except as otherwise provided in
<PAGE> 3
respect of any Preferred Stock, the exclusive voting power for
all purposes shall be vested in the holders of the Common
Stock.
(3) Subject to the provisions of law and any preferences of
any Preferred Stock, dividends, including dividends payable in
shares of another class of the Corporation's stock, may be paid
on the Common Stock of the Corporation at such time and in such
amounts as the Board of Directors may deem advisable.
(4) In the event of any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, the
holders of the Common Stock shall be entitled, after payment or
provision for payment of the debts and other liabilities of the
Corporation and the amount to which the holders of any
Preferred Stock shall be entitled, to share ratably in the
remaining net assets of the Corporation.
PREFERRED STOCK
(5) The Board of Directors shall have authority to classify
and reclassify any unissued shares of Preferred Stock by fixing
or altering in any one or more respects from time to time
before issuance the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such
shares of stock; provided, that the Board of Directors shall
not classify or reclassify any of such shares into shares of
the Common Stock, or into any class or series of stock (i)
which is not prior to the Common Stock either as to dividends
or upon liquidation and (ii) which is not limited in some
respect either as to dividends or upon liquidation. Subject to
the foregoing, the power of the Board of Directors to classify
and reclassify any of the shares of Preferred Stock shall
include, without limitation, subject to the provisions of the
charter, authority to classify or reclassify any unissued
shares of such stock into a class or classes of preferred
stock, preference stock, special stock or other stock, and to
divide and classify shares of any class into one or more series
of such class, by determining, fixing, or altering one or more
of the following:
(a) The distinctive designation of such class or series and
the number of shares to constitute such class or series;
provided that, unless otherwise prohibited by the terms of
such or any other class or series, the number of shares of
any class or series may be decreased by the Board of
Directors in connection with any classification or
reclassification of unissued shares and the number of shares
of such class or series may be increased by the Board of
Directors in connection with any such classification or
<PAGE> 4
reclassification, and any shares of any class or series which
have been redeemed, purchased, otherwise acquired or
converted into shares of Common Stock or any other class or
series shall become part of the authorized capital stock and
be subject to classification and reclassification as provided
in this Section.
(b) Whether or not and, if so, the rates, amounts and times
at which, and the conditions under which, dividends shall be
payable on shares of such class or series, whether any such
dividends shall rank senior or junior to or on a parity with
the dividends payable on any other class or series of
Preferred Stock, and the status of any such dividends as
cumulative, cumulative to a limited extent or non-cumulative
and as participating or non-participating.
(c) Whether or not shares of such class or series shall have
voting rights, in addition to any voting rights provided by
law and, if so, the terms of such voting rights.
(d) Whether or not shares of such class or series shall have
conversion or exchange privileges and, if so, the terms and
conditions thereof, including provision for adjustment of the
conversion or exchange rate in such events or at such times
as the Board of Directors shall determine.
(e) Whether or not shares of such class or series shall be
subject to redemption and, if so, the terms and conditions of
such redemption, including the date or dates upon or after
which they shall be redeemable and the amount per share
payable in case of redemption, which amount may vary under
different conditions and at different redemption dates; and
whether or not there shall be any sinking fund or purchase
account in respect thereof, and if so, the terms thereof.
(f) The rights of the holders of shares of such class or
series upon the liquidation, dissolution or winding up of the
affairs of, or upon any distribution of the assets of, the
Corporation, which rights may vary depending upon whether
such liquidation, dissolution or winding up is voluntary or
involuntary and, if voluntary, may vary at different dates,
and whether such rights shall rank senior or junior to or on
a parity with such rights of any other class or series of
stock.
(g) Whether or not there shall be any limitations
applicable, while shares of such class or series are
outstanding, upon the payment of dividends or making of
distributions on, or the acquisition of, or the use of moneys
for purchase or redemption of, any stock of the Corporation,
or upon any other action of the Corporation, including action
<PAGE> 5
under this Section, and, if so, the terms and conditions
thereof.
(h) Any other preferences, rights, restrictions, including
restrictions on transferability, and qualifications of shares
of such class or series, not inconsistent with law and the
charter of the Corporation.
(6) For the purposes hereof and of any articles supplementary
to the charter providing for the classification or
reclassification of any shares of Preferred Stock or of any
other charter document of the Corporation (unless otherwise
provided in any such articles or document), any class or series
of stock of the Corporation shall be deemed to rank:
(a) prior to another class or series either as to dividends
or upon liquidation, if the holders of such class or series
shall be entitled to the receipt of dividends or of amounts
distributable on liquidation, dissolution or winding up, as
the case may be, in preference or priority to holders of such
other class or series;
(b) on a parity with another class or series either as to
dividends or upon liquidation, whether or not the dividend
rates, dividend payment dates or redemption or liquidation
price per share thereof be different from those of such
others, if the holders of such class or series of stock shall
be entitled to receipt of dividends or amounts distributable
upon liquidation, dissolution or winding up, as the case may
be, in proportion to their respective dividend rates or
redemption or liquidation prices, without preference or
priority over the holders of such other class or series; and
(c) junior to another class or series either as to dividends
or upon liquidation, if the rights of the holders of such
class or series shall be subject or subordinate to the rights
of the holders of such other class or series in respect of
the receipt of dividends or the amounts distributable upon
liquidation, dissolution or winding up, as the case may be.
SEVENTH: The number of directors of the Corporation shall be 12, which
number may be increased or decreased pursuant to the By-Laws of
the Corporation, but shall never be less than the minimum number
permitted by the General Laws of the State of Maryland now or
hereafter in force. The names of the directors who will serve
until the next annual meeting and until their successors are
elected and qualify are as follows:
<PAGE> 6
Thomas H. Broadus, Jr.
George J. Collins
James E. Halbkat, Jr.
Carter O. Hoffman
Henry H. Hopkins
James S. Riepe
George A. Roche
John W. Rosenblum
M. David Testa
Charles H. Salisbury, Jr.
Robert L. Strickland
Philip J. Walsh
EIGHTH: The following provisions are hereby adopted for the purpose of
defining, limiting, and regulating the powers of the Corporation
and of the directors and stockholders:
(1) The Board of Directors is hereby empowered to authorize the
issuance from time to time of shares of its stock of any class,
whether now or hereafter authorized, or securities convertible
into shares of its stock of any class or classes, whether now or
hereafter authorized, for such consideration as may be deemed
advisable by the Board of Directors and without any action by the
stockholders.
(2) No holder of any stock or any other securities of the
Corporation, whether now or hereafter authorized, shall have any
preemptive right to subscribe for or purchase any stock or any
other securities of the Corporation other than such, if any, as
the Board of Directors, in its sole discretion, may determine and
at such price or prices and upon such other terms as the Board of
Directors, in its sole discretion, may fix; and any stock or other
securities which the Board of Directors may determine to offer for
subscription may, as the Board of Directors in its sole discretion
shall determine, be offered to the holders of any class, series or
type of stock or other securities at the time outstanding to the
exclusion of the holders of any or all other classes, series, or
types of stock or other securities at the time outstanding.
(3)(a) For purposes of this Paragraph (3), the following words
have the meanings indicated:
(i) "Affiliate", including the term "affiliated person", means
a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under
common control with, a specified person.
(ii) "Associate", when used to indicate a relationship with
any person, means:
<PAGE> 7
(A) Any corporation or organization, other than the
Corporation or a subsidiary of the Corporation, of which such
person is an officer, director, or partner or is, directly or
indirectly, the beneficial owner of 10% or more of any class
of equity securities;
(B) Any trust or other estate in which such person has a
substantial beneficial interest or as to which such person
serves as trustee or in a similar fiduciary capacity;
(C) Any relative or spouse of such person, or any relative
of such spouse, who has the same home as such person; and
(D) Any relative or spouse of such person, or any relative
of such spouse who is a director or officer of the
Corporation or any of its affiliates.
(iii) "Beneficial Owner", when used with respect to any Voting
Stock, means a person:
(A) That is the beneficial owner of Voting Stock, directly
or indirectly;
(B) The Affiliate or Associate of which is the beneficial
owner of Voting Stock, directly or indirectly;
(C) That has, or whose Affiliate or Associate has,
(I) The right to acquire Voting Stock (whether such right
is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement, or
understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise; or
(II) The right to vote Voting Stock pursuant to any
agreement, arrangement, or understanding; or
(III) Any agreement, arrangement, or understanding for
the purpose of acquiring, holding, voting, or disposing of
Voting Stock with any other person that beneficially owns,
or whose Affiliates or Associates beneficially own,
directly or indirectly, such shares of Voting Stock;
provided, that directors, officers, and employees of the
Corporation shall not be deemed to have any such
agreement, arrangement, or understanding on the basis of
their status, or actions taken in their capacities, as
directors, officers, or employees of the Corporation or
any subsidiaries of the Corporation or as general or
limited partners of partnerships formed to make
investments or on the basis of their voting Voting Stock
with respect to management proposals.
<PAGE> 8
(D) For purposes of subparagraph (a) (iii) of this Paragraph
(3), (I) the solicitation of revocable proxies and the voting
thereof by proxy holders in connection with annual or special
meetings of stockholders prior to the time the Corporation is
subject to the proxy rules under the Securities Exchange Act
of 1934 or thereafter in accordance with such proxy rules,
and (II) statements of recommendations on matters to be
submitted for stockholder approval or intentions to vote
Voting Stock of which such persons are the Beneficial Owners
prior to the time the Corporation is subject to the proxy
rules under the Securities Exchange Act of 1934 or thereafter
in accordance with such proxy rules shall not constitute
agreements, arrangements, or understandings for the purpose
of acquiring, holding, voting, or disposing of Voting Stock.
(iv) "Control", including the terms "controlling", "controlled
by", and "under common control with", means the possession,
directly or indirectly, of the power to vote or cause the
direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or
otherwise, and the beneficial ownership of 10% or more of the
votes entitled to be cast by a corporation's voting stock
creates a presumption of control.
(v) "Group", when used to indicate those additional persons
whose Voting Stock is Beneficially Owned by a person, shall
include:
(A) the person,
(B) the Affiliates and Associates of the person; and
(C) any additional person whose stock is Beneficially Owned
by the person or an Affiliate or Associate of the person;
and shall include all persons that jointly file a statement of
beneficial ownership pursuant to Section 13(d) of the
Securities Exchange Act of 1934, irrespective of any
disclaimers of beneficial ownership.
(vi) "Voting Stock" means shares of capital stock of the
Corporation entitled to vote generally in the election of
directors.
(b) A person or Group that is the Beneficial Owner of more than
15% of any class of Voting Stock shall have the right to vote not
more than 15% of the shares of such class, and the remaining
shares Beneficially Owned by such person or Group shall be
deducted from the total number of shares of Voting Stock of such
class for purposes of determining the proportion of Voting Stock
required to approve a matter submitted for stockholder approval.
<PAGE> 9
In the case of a Group, the votes of individual members of a Group
shall be reduced on a pro rata basis for purposes of determining
which shares of such class of Voting Stock shall be voted so that
the Group shall have in the aggregate the right to vote not more
than 15% of the shares of such class of Voting Stock. A person
that is a member of more than one Group shall vote the least
number of shares of a class of voting stock that he may vote as a
member of any such Group.
(c) The operation of this Paragraph (3) shall not create any
presumptions of control for purposes of the Investment Company Act
of 1940.
(4) The Board of Directors shall have power from time to time and
in its sole discretion to determine in accordance with sound
accounting practice, what constitutes annual or other net profits,
earnings, surplus, or net assets in excess of capital; to fix and
vary from time to time the amount to be reserved as working
capital, or determine that retained earnings or surplus shall
remain in the hands of the Corporation; to set apart out of any
funds of the Corporation such reserve or reserves in such amount
or amounts and for such proper purpose or purposes as it shall
determine and to abolish any such reserve or any part thereof; to
distribute and pay distributions or dividends in stock, cash or
other securities or property, out of surplus or any other funds or
amounts legally available therefor, at such times and to the
stockholders of record on such dates as it may, from time to time,
determine; and to determine whether and to what extent and at what
times and places and under what conditions and regulations the
books, accounts and documents of the Corporation, or any of them,
shall be open to the inspection of stockholders, except as
otherwise provided by statute or by the By-Laws, and, except as so
provided, no stockholder shall have any right to inspect any book,
account, or document of the Corporation unless authorized so to do
by resolution of the Board of Directors.
(5) Notwithstanding any provision of law requiring the
authorization of any action by a greater proportion than a
majority of the total number of shares of all classes of capital
stock, such action shall be valid and effective if authorized by
the affirmative vote of the holders of a majority of the total
number of shares of all classes outstanding and entitled to vote
thereon, except that the affirmative vote of the holders of
two-thirds of the total number of shares of all classes
outstanding and entitled to vote thereon shall be required to
amend, repeal, or adopt any provision inconsistent with Article
EIGHTH, Section (3).
(6) A contract or other transaction between the Corporation and
any of its directors or between the Corporation and any other
Corporation, firm or other entity in which any of its directors is
<PAGE> 10
a director or has a material financial interest is not void or
voidable solely because of any one or more of the following: the
common directorship or interest; the presence of the director at
the meeting of the Board of Directors which authorizes, approves,
or ratifies the contract or transaction; or the counting of the
vote of the director for the authorization, approval, or
ratification of the contract or transaction. This Section applies
if:
(a) the fact of the common directorship or interest is
disclosed or known to: the Board of Directors and the Board
authorizes, approves, or ratifies the contract or transaction
by the affirmative vote of a majority of disinterested
directors, even if the disinterested directors constitute less
than a quorum; or the stockholders entitled to vote, and the
contract or transaction is authorized, approved, or ratified by
a majority of the votes cast by the stockholders entitled to
vote other than the votes of shares owned of record or
beneficially by the interested director or Corporation, firm,
or other entity; or
(b) the contract or transaction is fair and reasonable to the
Corporation.
Common or interested directors or the stock owned by them or by an
interested corporation, firm, or other entity may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or at a meeting of the stockholders, as the case may be,
at which the contract or transaction is authorized, approved, or
ratified. If a contract or transaction is not authorized,
approved, or ratified in one of the ways provided for in clause
(a) of the second sentence of this Section, the person asserting
the validity of the contract or transaction bears the burden of
proving that the contract or transaction was fair and reasonable
to the Corporation at the time it was authorized, approved, or
ratified. The procedures in this Section do not apply to the
fixing by the Board of Directors of reasonable compensation for a
director, whether as a director or in any other capacity.
(7) The Corporation shall indemnify (a) its directors to the full
extent provided by the general laws of the State of Maryland now
or hereafter in force, including the advance of expenses under the
procedures provided by such laws; (b) its officers to the same
extent it shall indemnify its directors; and (c) its officers who
are not directors to such further extent as shall be authorized by
the Board of Directors and be consistent with law. The foregoing
shall not limit the authority of the Corporation to indemnify
other employees and agents consistent with law.
(8) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, no director or officer
<PAGE> 11
of this Corporation shall be personally liable to the Corporation
or its stockholders for money damages. No amendment or repeal of
any of its provisions shall limit or eliminate the benefits
provided to directors and officers under this provision with
respect to any act or omission which occurred prior to such
amendment or repeal.
(9) The Corporation reserves the right from time to time to make
any amendments of its charter which may now or hereafter be
authorized by law, including any amendments changing the terms or
contract rights, as expressly set forth in its charter, of any of
its outstanding stock by classification, reclassification, or
otherwise, but no such amendment which changes such terms or
contract rights of any of its outstanding stock shall be valid
unless such amendment shall have been authorized by not less than
a majority of the aggregate number of the votes entitled to be
cast thereon, by a vote at a meeting or in writing with or without
a meeting.
The enumeration and definition of particular powers of the Board
of Directors included in the foregoing shall in no way be limited
or restricted by reference to or inference from the terms of any
other clause of this or any other Article of the charter of the
Corporation, or construed as or deemed by inference or otherwise
in any manner to exclude or limit any powers conferred upon the
Board of Directors under the General Laws of the State of Maryland
now or hereafter in force.
NINTH: The duration of the Corporation shall be perpetual.
IN WITNESS WHEREOF, we have signed this certificate of incorporation on
December 31, 1946.
/s/ T. Rowe Price
/s/ Walter H. Kidd
/s/ Charles W. Shaeffer
