<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Owens-Illinois, Inc.
(Exact name of registrant as specified in its charter)
Delaware 22-2781933
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
One SeaGate, Toledo, Ohio 43666
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to 12(b) of the Section 12(g) of the Exchange Act and is
Exchange Act and is effective effective pursuant to General
pursuant to General Instruction Instruction A.(d), please check the
A.(c), please check the following following box. |_|
box. |X|
Securities Act registration statement file number to which this form relates:
333-47519
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
Convertible Preferred Stock New York Stock Exchange, Inc.
(liquidation preference $50.00 per
share) $.01 par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's Convertible Preferred Stock
(liquidation preference $50.00 per share), par value $.01 per share (the
"Convertible Preferred Stock") included under the caption "Description of
Preferred Stock" in the Registrant's Registration Statement on Form S-3 No.
333-47519 (the "Registration Statement") is incorporated herein by reference. A
description of the Registrant's Convertible Preferred Stock will also be
contained under the caption "Description of Convertible Preferred Stock" in the
final prospectus supplement to be filed by the Registrant pursuant to Rule
424(b) of the Securities Act of 1933, as amended, in connection with the
offering covered by the Registration Statement. The description contained in the
final prospectus supplement shall be deemed to be incorporated herein by
reference. The Convertible Preferred Stock is expected to be registered on the
New York Stock Exchange.
Item 2. Exhibits
3.1 Restated Certificate of Incorporation of the Registrant,
which was filed as Exhibit 3.1 to the Registration
Statement, File No. 33-43224, and is incorporated by
reference herein.
3.2 Bylaws of the Registrant as amended, which were filed as
Exhibit 3.2 to the Registration Statement, File No.
33-43224, and are incorporated by reference herein.
4.1 Form of Certificate of Designation of Convertible Preferred
Stock.
4.2 Form of Convertible Preferred Stock Certificate.
<PAGE>
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 hereunto duly authorized.
OWENS-ILLINOIS, INC.
Dated: May 13, 1998 By /s/ Lee A. Wesselmann
-------------------------
Lee A. Wesselmann
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of the
Registrant, which was filed as Exhibit 3.1 to the
Registration Statement, File No. 33-43224, and is
incorporated by reference herein.
3.2 Bylaws of the Registrant, as amended, which were filed
as Exhibit 3.2 to the Registration Statement, File No.
33-43224, and are incorporated by reference herein.
4.1 Certificate of Designation of Convertible Preferred
Stock.
4.2 Form of Convertible Preferred Stock Certificate.
<PAGE>
CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL AND
OTHER SPECIAL RIGHTS OF PREFERRED STOCK
AND QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS THEREOF
OF
CONVERTIBLE PREFERRED STOCK
OF
OWENS-ILLINOIS, INC.
--------------------------
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
--------------------------
Owens-Illinois, Inc., a Delaware corporation (the "Company"),
certifies that pursuant to the authority contained in Section A of ARTICLE IV of
its Restated Certificate of Incorporation (the "Certificate of Incorporation"),
and in accordance with the provisions of Section 151 of the General Corporation
Law of the State of Delaware (the "DGCL"), the Board of Directors of the Company
by unanimous written consent dated as of May 11, 1998, duly approved and adopted
the following resolution which resolution remains in full force and effect on
the date hereof:
RESOLVED, that pursuant to the authority vested in the
Board of Directors of the Company by the Restated Certificate of
Incorporation, the Board of Directors does hereby designate, create,
authorize and provide for the issue of a series of preferred stock having a
par value of $0.01 per share, with a liquidation preference of $50.00 per
share (the "Liquidation Preference") which shall be designated as Convertible
Preferred Stock (the "Convertible Preferred Stock") consisting of ___________
shares, having the following powers, designations, preferences and
relative, participating, optional and other special rights, and
qualifications, limitations and restrictions:
1. Ranking. The Convertible Preferred Stock shall rank, with respect to
dividend distributions and distributions upon the liquidation, winding-up and
dissolution of the Company, (i) senior to the Common Stock, par value $0.01 per
share, of the Company (the "Common Stock"), to the Series A Exchangeable
Preferred Stock, par value $0.01 per share, of the Company, to the Series B
Exchangeable Preferred Stock, par value $0.01 per share, of the Company, to the
Series C Exchangeable Preferred Stock, par value $0.01 per share, of the
<PAGE>
Company (together with the Series A Exchangeable Preferred Stock and the Series
B Exchangeable Preferred Stock, the "Exchangeable Preferred Stock") and to each
other class or series of stock of the Company (including any series of preferred
stock established after May 14, 1998 by the Board of Directors) the terms of
which do not expressly provide that it ranks senior to or on a parity with the
Convertible Preferred Stock as to dividend distributions and distributions upon
the liquidation, winding-up and dissolution of the Company (collectively
referred to as "Junior Securities"); (ii) on a parity with any equity security,
the terms of which expressly provide that such class or series will rank on a
parity with the Convertible Preferred Stock as to dividend distributions and
distributions upon the liquidation, winding-up and dissolution of the Company
(collectively referred to as "Parity Securities"); and (iii) junior to any
equity security, the terms of which expressly provide that such class or series
will rank senior to the Convertible Preferred Stock as to dividend distributions
and distributions upon liquidation, winding-up and dissolution of the Company
(collectively referred to as "Senior Equity Securities").
2. Dividends.
(A) The holders of shares of the Convertible Preferred Stock shall be
entitled to receive, when, as and if dividends are declared by the Board of
Directors of the Company out of funds of the Company legally available therefor,
cash dividends, accruing from the date of issuance (the "Convertible Preferred
Stock Issue Date") or the most recent Dividend Payment Date which dividends
have been paid at the rate per annum of % of the Liquidation Preference per
share (equivalent to $____ per annum per share of Convertible Preferred Stock),
payable quarterly in arrears on each May 15, August 15, November 15 and February
15, commencing on August 15, 1998 (each a "Dividend Payment Date"). If any such
date is not a Business Day, such payment shall be made on the next succeeding
Business Day, to the holders of record as of the preceding May 1, August 1,
November 1 and February 1 (each, a "Record Date"). Dividends payable on the
Convertible Preferred Stock will be computed on the basis of a 360-day year
consisting of twelve 30-day months and will be deemed to accrue on a daily
basis.
(B) On each Dividend Payment Date all dividends which shall have
accrued on each share of Convertible Preferred Stock outstanding on such
Dividend Payment Date shall accumulate and be deemed to become "due" whether or
not there shall be funds legally available for payment thereof. Any dividend
which shall not be paid on the Dividend Payment Date on which it shall become
due (whether because of the absence of legally available funds for the payment
thereof or otherwise) shall be deemed to be "past due" until such dividend shall
be paid or until the share of Convertible Preferred Stock with respect to which
such dividend became due shall no longer be outstanding, whichever is the
earlier to occur. No interest, sum of money in lieu of interest, or other
property or securities shall be payable in respect of any dividend payment or
payments which are past due. Dividends paid on shares of Convertible Preferred
Stock in an amount less than the total amount of such dividends at the time
accumulated and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.
2
<PAGE>
(C) If dividends are not paid in full, or declared in full and sums set
aside for the payment thereof, upon the Convertible Preferred Stock and any
Parity Securities, subject to the prior rights of holders of any Senior Equity
Securities, all dividends declared upon shares of the Convertible Preferred
Stock and such Parity Securities will when, as and if declared, be declared pro
rata so that in all cases the amount of dividends declared and paid per share on
the Convertible Preferred Stock and such Parity Securities will bear to each
other the same ratio that accumulated dividends per share on the shares of
Convertible Preferred Stock and such Parity Securities bear to each other.
Except as set forth above, unless full cumulative dividends on the Convertible
Preferred Stock have been paid, or declared and sums set aside for the payment
thereof, dividends (other than in Common Stock or other Junior Securities and
other than dividends or distributions on the Exchangeable Preferred Stock, so
long as such dividends or distributions accumulate on the Exchangeable Preferred
Stock and are not paid in cash) may not be paid, or declared and sums set aside
for payment thereof, and other distributions may not be made upon the Common
Stock or any other Junior Securities; and no shares of Common Stock nor
other Junior Securities may be redeemed, purchased or otherwise acquired for any
consideration by the Company (except by conversion into or exchange for other
Junior Securities and except for capital stock acquired by the Company in
connection with the payment of any amounts upon the exercise of the Company's
stock options).
(D) Dividends on the Convertible Preferred Stock shall accrue whether
or not the Company has earnings or profits, whether or not there are funds
legally available for the payment of such dividends and whether or not dividends
are declared. Dividends will accumulate to the extent they are not paid on the
Dividend Payment Date for the period to which they relate.
(E) Any reference to "distribution" contained in this Section 2 shall
not be deemed to include any distribution made in connection with any
liquidation, winding-up or dissolution of the Company.
3. Conversion.
(A) Subject to and upon compliance with the provisions of this Section
3, each share of Convertible Preferred Stock shall, at the option of the holder
thereof, be convertible at any time (unless such share is called for redemption,
then to and including but not after the close of business on the date
immediately prior to the Redemption Date (as defined herein), unless the Company
shall default in payment due upon redemption thereof), into that number of fully
paid and non-assessable shares of Common Stock (calculated as to each conversion
to the nearest 1/100th of a share) obtained by dividing $50.00 by the Conversion
Price in effect at such time and by surrender of the certificate or certificates
representing such shares so to be converted in the manner provided in Section
3(B).
(B) To convert Convertible Preferred Stock, the holder of one or more
shares of Convertible Preferred Stock to be converted shall surrender the
certificate or certificates
3
<PAGE>
representing such shares at any of the offices or agencies to be maintained for
such purpose by the Company accompanied by the funds, if any, required by the
last paragraph of this Section 3(B) and shall give written notice of conversion
in the form provided on such shares of Convertible Preferred Stock (or such
other notice as is acceptable to the Company) to the Company at such office or
agency that the holder elects to convert the shares of Convertible Preferred
Stock specified in said notice. Such notice shall also state the name or names,
together with address or addresses, in which the certificate or certificates for
shares of Common Stock which shall be issuable in such conversion shall be
issued. Each certificate representing a share of Convertible Preferred Stock
surrendered for conversion shall, unless the shares issuable on conversion are
to be issued in the same name as the name in which such share is registered, be
accompanied by instruments of transfer, in form satisfactory to the Company,
duly executed by the holder or his duly authorized attorney and an amount
sufficient to pay any transfer or similar tax. As promptly as practicable after
the surrender of certificates representing such shares of Convertible Preferred
Stock and the receipt of such notice, instruments of transfer and funds, if any,
as aforesaid, the Company shall issue and shall deliver at such office or agency
to such holder, or as designated in such holder's written instructions, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such share of Convertible Preferred Stock in
accordance with the provisions of this Section 3 and a check or cash in respect
of any fractional interest in a share of Common Stock arising upon such
conversion, as provided in Section 3(C).
Each conversion shall be deemed to have been effected immediately prior
to the close of business on the date on which certificates representing such
shares of Convertible Preferred Stock shall have been surrendered and such
notice (and any applicable instruments of transfer and any required taxes)
received by the Company 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 Company 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 certificates representing
such shares of Convertible Preferred Stock shall have been surrendered and such
notice received by the Company.
Holders of Convertible Preferred Stock at the close of business on a
Record Date will be entitled to receive an amount equal to the dividend payable
on such shares on the corresponding Dividend Payment Date notwithstanding the
conversion of such shares following such Record Date and prior to such Dividend
Payment Date; provided, however, that Convertible Preferred Stock surrendered
for conversion during the period between the close of business on any Record
Date and the opening of business on the corresponding Dividend Payment Date
(except shares converted after the issuance of a notice of redemption with
respect to a Redemption Date during such period or coinciding with such Dividend
Payment
4
<PAGE>
Date, which will be entitled to such dividend) must be accompanied by payment
of an amount equal to the dividend payable on such shares on such Dividend
Payment Date. A holder of Convertible Preferred Stock on a Record Date who
(or whose transferee) tenders any such shares for conversion into shares of
Common Stock on such Dividend Payment Date will receive an amount equal to
the dividend payable by the Company on such shares of Convertible Preferred
Stock on such date, and the converting holder need not include payment of the
amount of such dividend upon surrender of Convertible Preferred Stock for
conversion. Except as provided herein, the Company will make no payment or
allowance for unpaid dividends, whether or not in arrears, on converted
shares or for dividends on the Common Stock issued upon such conversion.
(C) No fractional shares or scrip representing fractions of shares of
Common Stock shall be issued upon conversion of Convertible Preferred Stock. If
more than one share of Convertible Preferred Stock 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 of $50.00 for each such share so surrendered. In lieu of any
fractional interest in a share of Common Stock which would otherwise be
deliverable upon the conversion of any share of Convertible Preferred Stock, the
Company shall pay to the holder of such shares an amount in cash (computed to
the nearest cent) equal to the closing price (as defined in Section 5 hereof) on
the Business Day next preceding the day of conversion multiplied by the
fractional interest that otherwise would have been deliverable upon conversion
of such share.
(D) The "Conversion Price" shall mean and be $_____, subject to
adjustment from time to time by the Company as follows:
(i) In case the Company shall (a) pay a dividend or make a
distribution on its Common Stock, each in shares of Common Stock, (b)
subdivide its outstanding shares of Common Stock into a greater number
of shares, (c) combine its outstanding shares of Common Stock into a
smaller number of shares, or (d) issue by reclassification of its
Common Stock any shares of capital stock of the Company, then in each
such case 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 Company which such holder would have owned or been entitled to
receive immediately following such action had such share been converted
immediately prior to the occurrence of such event. An adjustment made
pursuant to this subsection (i) 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 subsection (i), 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 Company, the
Board of Directors (whose determination shall be conclusive and shall
be described in a statement filed by the Company with the Transfer
Agent) shall
5
<PAGE>
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.
(ii) In case the Company shall issue rights or warrants to all
holders of its outstanding shares of Common Stock 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 subsection (iv) of this Section 3(D)) of the Common Stock
(other than pursuant to any stock option, restricted stock or other
incentive or benefit plan or stock ownership or purchase plan for the
benefit of employees, directors or officers or any dividend
reinvestment plan of the Company in effect at the time hereof or any
other similar plan adopted or implemented hereafter), then the
Conversion Price in effect immediately prior thereto shall be adjusted
so that it shall equal the price determined by multiplying the
Conversion Price in effect immediately prior to the record date by a
fraction of which the numerator shall be the number of shares of Common
Stock outstanding on the record date plus the number of shares which
the aggregate proceeds to the Company from the exercise of such rights
or warrants would purchase at such current market price, and of which
the denominator shall be the number of shares of Common Stock
outstanding on the record date plus the number of additional shares of
Common Stock offered for subscription or purchase. Such adjustment
shall be made successively whenever any rights or warrants are issued,
and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights or
warrants; provided, however, in the event that all the shares of Common
Stock offered for subscription or purchase are not delivered upon the
exercise of such rights or warrants, upon the expiration of such rights
or warrants the Conversion Price shall be readjusted to the Conversion
Price which would have been in effect had the numerator and the
denominator of the foregoing fraction and the resulting adjustment been
made based upon the number of shares of Common Stock actually delivered
upon the exercise of such rights or warrants rather than upon the
number of shares of Common Stock offered for subscription or purchase.
In determining whether any rights or warrants entitle the holders to
subscribe for or purchase shares of Common Stock at less than such
current market price, and in determining the aggregate offering price
of such shares of Common Stock, there shall be taken into account any
consideration received by the Company for such rights or warrants, the
value of such consideration, if other than cash, to be determined by
the Board of Directors (whose determination shall be conclusive and
shall be described in a statement filed by the Company with the
Transfer Agent).
(iii) In case the Company shall, by dividend or otherwise,
distribute to all holders of its outstanding Common Stock any capital
stock (other than Common Stock), evidences of its indebtedness or
assets or rights or warrants to subscribe for or purchase securities of
the Company (excluding those referred to in subsection (ii) of this
Section 3(D) and dividends or distributions payable in stock for which
adjustment is made pursuant to subsection (i) of this Section 3(D) and
dividends and distributions or rights
6
<PAGE>
or warrants to subscribe for or purchase securities of the Company paid
in cash out of the retained earnings of the Company and distributions
upon mergers or consolidations to which Section 3(H) applies), 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
effective immediately prior to the record date of such distribution by
a fraction of which the numerator shall be the current market price per
share as determined pursuant to subsection (iv) of this Section 3(D) of
the Common Stock less the fair market value on such record date (as
determined by the Board of Directors, whose determination shall be
conclusive and shall be described in a statement filed by the Company
with the Transfer Agent) of the portion of the capital stock or assets
or 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.
The occurrence of a distribution or the occurrence of any
other event as a result of which holders of Convertible Preferred Stock
shall not be entitled to receive rights, including exchange rights (the
"Rights"), pursuant to any stockholders protective rights agreement
(the "Rights Agreement") that may be adopted by the Company as if such
holders had converted such shares into Common Stock immediately prior
to the occurrence of such distribution or event shall not be deemed a
distribution of securities for the purpose of any Conversion Price
adjustment pursuant to this subparagraph (iii) or otherwise give rise
to any Conversion Price adjustment pursuant to this Section 3;
provided, however, that in lieu of any adjustment to the Conversion
Price as a result of any such a distribution or occurrence, the Company
shall make provision so that Rights, to the extent issuable at the time
of conversion of any shares of Convertible Preferred Stock into shares
of Common Stock, shall issue and attach to such shares of Common Stock
then issued upon conversion in the amount and manner and to the extent
and as provided in the Rights Agreement in respect of issuances at the
time of Common Stock other than upon conversion.
(iv) For the purpose of any computation under subsections (ii)
and (iii) of this Section 3(D), the current market price per share of
Common Stock on any date shall be deemed to be the average of the
closing price (as defined in Section 5) for the shorter of (a) 20
consecutive trading days (as defined in Section 5) ending on the last
full trading day prior to the Time of Determination or (b) the period
commencing on the date next succeeding the first public announcement of
the issuance of such rights or warrants or such distribution through
such last full trading day prior to the Time of Determination. For
purposes of the foregoing, the term "Time of Determination" shall mean
the time and date of the earlier of (I) the record date for determining
stockholders entitled to receive the rights, warrants or distributions
referred to in Section 3(D)(ii) and (iii) or (II) the commencement of
"ex-dividend" trading on the exchange or market referred to in the
definition of "closing price."
7
<PAGE>
(v) In any case in which this Section 3(D) shall require that
an adjustment be made immediately following a record date or an
effective date the Company may elect to defer (but only until the
filing by the Company with the Transfer Agent of the certificate
required by subsection (vii) of this Section 3(D)) issuing to the
holder of any share of Convertible Preferred Stock converted after such
record date or effective date the shares of Common Stock issuable upon
such conversion over and above the shares of Common Stock issuable upon
such conversion on the basis of the Conversion Price prior to
adjustment, and paying to such holder any amount of cash in lieu of a
fractional share.
(vi) No adjustment in the Conversion Price shall be
required to be made unless such adjustment would require an increase or
decrease of at least one percent of such price; provided, however, that
any adjustment which by reason of this subsection (vi) are not required
to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 3(D) shall
be made to the nearest cent or to the nearest 1/100th of a share, as
the case may be. Anything in this Section 3(D) to the contrary
notwithstanding, the Company shall be entitled to make such reduction
in the Conversion Price, in addition to those required by this Section
3(D), 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
Company to its stockholders shall not be taxable to the recipients.
Except as set forth in subsections (i), (ii) and (iii) above, the
Conversion Price shall not be adjusted for the issuance of Common
Stock, or any securities convertible into or exchangeable for Common
Stock or carrying the right to purchase any of the foregoing, in
exchange for cash, property or services.
(vii) Whenever the Conversion Price is adjusted as herein
provided, (A) the Company shall promptly file with the Transfer Agent a
certificate setting forth the Conversion Price after such adjustment
and 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 (B) the Company
shall also mail or cause to be mailed by first class mail, postage
prepaid, as soon as practicable to each holder of record of shares of
Convertible Preferred Stock a notice stating that the Conversion Price
has been adjusted and setting forth the adjusted Conversion Price. The
Transfer Agent shall not be under any duty or responsibility with
respect to the certificate required by this subsection (vii) except to
exhibit the same to any holder of shares of Convertible Preferred Stock
who requests to inspect it.
(viii) In the event that at any time, as a result of an
adjustment made pursuant to subsection (i) of this Section 3(D), the
holder of any share of Convertible Preferred Stock thereafter
surrendered for conversion shall become entitled to receive any shares
of the Company other than shares of Common Stock, thereafter the
Conversion Price of such other shares so receivable upon conversion of
any share of Convertible Preferred
8
<PAGE>
Stock 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 Common Stock contained in this Section.
(ix) The Company from time to time may decrease the Conversion
Price by any amount for any period of time if the period is at least 20
days and if the decrease is irrevocable during the period. Whenever the
Conversion Price is so decreased, the Company shall mail to holders of
record of shares of Convertible Preferred Stock a notice of the
decrease at least 15 days before the date the decreased Conversion
Price takes effect, and such notice shall state the decreased
Conversion Price and the period it will be in effect.
(E) In Case:
(i) the Company shall take any action which would require an
adjustment in the Conversion Price pursuant to Section 3(D); or
(ii) the Company shall authorize the granting to the holders
of its Common Stock generally of rights or warrants to subscribe for or
purchase any shares of stock of any class or of any other rights (other
than Rights to which the second paragraph of subparagraph (D)(iii) of
this Section 3 applies); or
(iii) there shall be any reorganization or reclassification of
the Common Stock (other than an event to which subparagraph (D)(i) of
this Section 3 applies) or any merger or consolidation to which the
Company is a party or any sale or transfer of all or substantially all
of the property and assets of the Company, in each case for which
approval of any stockholders of the Company is required; or
(iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;
then in each such case the Company shall cause to be given to the holders of
shares of Convertible Preferred Stock and the Transfer Agent as promptly as
possible, but in any event at least 15 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 action or granting of rights or warrants, 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, rights or warrants are to be
determined, or (ii) the date on which such reorganization, reclassification,
merger, consolidation, sale, transfer, dissolution, liquidation or winding-up is
expected to become effective or occur, 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, cash or other property deliverable upon
such reorganization, reclassification, merger, consolidation, sale, transfer,
dissolution, liquidation or winding-up. Failure to give such notice or any
defect therein shall not affect the legality or validity or the proceedings
described in subsection (i), (ii), (iii) or (iv) of this Section 3(E).
9
<PAGE>
(F) The Company 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 shares of
Convertible Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all outstanding shares of Convertible
Preferred Stock not theretofore converted and on or before (and as a condition
of) taking any action that would cause an adjustment of the Conversion Price
resulting in an increase in the number of shares of Common Stock deliverable
upon conversion above the number thereof previously reserved and available
therefor, the Company shall take all such action so required. For purposes of
this Section 3(F), the number of shares of Common Stock which shall be
deliverable upon the conversion of all outstanding shares of Convertible
Preferred Stock shall be computed as if at the time of computation all
outstanding shares of Convertible Preferred Stock 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 shares of Convertible Preferred Stock, the
Company shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Company may validly and legally issue
fully paid and non-assessable shares of Common Stock at such adjusted Conversion
Price.
(G) The Company shall pay any and all documentary stamp, issue or
transfer taxes, and any other similar taxes payable in respect of the issue or
delivery of shares of Common Stock upon conversion of shares of Convertible
Preferred Stock pursuant hereto; provided, however, that the Company 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 shares of 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 Company the amount of any such
tax or has established, to the satisfaction of the Company, that such tax has
been paid.
(H) Notwithstanding any other provision herein to the contrary, in
case of any merger or consolidation to which the Company is a party (other
than a merger or consolidation in which the Company is the continuing entity
and in which the Common Stock outstanding immediately prior to the merger or
consolidation is not exchanged for cash, or the securities or other property
of another entity), or in the case of any sale or transfer of all or
substantially all of the Company's property and assets to another entity,
there will be no adjustment of the Conversion Price, and lawful provision
shall be made by the entity formed by such consolidation or the entity whose
securities, cash or other property will immediately after the merger or
consolidation be owned, by virtue of the merger or consolidation, by the
holders of Common Stock immediately prior to the merger or consolidation, or
the entity which shall have acquired such assets of the Company, such that
each share of Convertible Preferred Stock then outstanding will, without the
consent of the holder thereof become convertible into the kind and amount of
securities, cash or other property receivable
10
<PAGE>
upon such merger, consolidation, sale or transfer by a holder of the number of
shares of Common Stock into which such share of Convertible Preferred Stock was
convertible immediately prior to such merger, consolidation, sale or transfer
assuming such holder of Common Stock did not exercise his rights of election, if
any, as to the kind or amount of securities, cash or other property receivable
upon such merger, consolidation, sale or transfer. In the case of a cash merger
of the Company into another entity or any other cash transaction of the type
mentioned in this Section 3(H), each share of Convertible Preferred Stock will
thereafter be convertible at the Conversion Price in effect at such time into
the same amount of cash per share into which each share of Convertible Preferred
Stock would have been convertible had such share been converted into Common
Stock immediately prior to the effective date of such cash merger or
transaction.
The above provisions of this Section 3(H) shall similarly apply to
successive mergers, consolidations, sales or transfers.
(I) The Company covenants that all shares of Common Stock which may be
delivered upon conversion of shares of Convertible Preferred Stock will upon
delivery be duly and validly issued and fully paid and non-assessable.
The Company covenants that if any shares of Common Stock to be provided
for the purpose of conversion of shares of Convertible Preferred Stock hereunder
require registration with or approval of any governmental authority under any
Federal or State law before such shares may be validly issued upon conversion,
the Company will in good faith and as expeditiously as possible endeavor to
secure such registration or approval, as the case may be.
The Company further covenants that so long as the Common Stock shall be
listed on the New York Stock Exchange or any other national securities exchange
or the Nasdaq National Market, the Company will, if permitted by the rules of
such exchange or market, list and keep listed so long as the Common Stock shall
be so listed on such exchange or market, all Common Stock issuable upon
conversion of the shares of Convertible Preferred Stock.
4. Liquidation Rights. Upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Company, each holder of shares of the
Convertible Preferred Stock will be entitled to payment out of the assets of the
Company available for distribution of an amount equal to the Liquidation
Preference per share of Convertible Preferred Stock held by such holder, plus an
amount equal to accrued and unpaid dividends, if any, to the date fixed for
liquidation, dissolution or winding-up before any distribution is made on any
Junior Securities, including, without limitation, the Common Stock. After
payment in full of the Liquidation Preference and an amount equal to all accrued
and unpaid dividends, if any, to which holders of Convertible Preferred Stock
are entitled, such holders will not be entitled to any further participation in
any distribution of assets of the Company. If, upon any voluntary or involuntary
liquidation, dissolution or winding-up of the Company, the amounts payable with
respect to the Convertible Preferred Stock and all other Parity Securities are
not paid in full, the holders of the Convertible Preferred Stock and the Parity
Securities will share equally and
11
<PAGE>
ratably in any distribution of assets of the Company in proportion to the full
liquidation preference and accumulated and unpaid dividends, if any, to which
each is entitled. However, the voluntary sale, conveyance, exchange or transfer
(for cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the Company, or the consolidation
or merger of the Company with or into one or more Persons will not be deemed to
be a voluntary or involuntary liquidation, dissolution or winding-up of the
Company, unless such sale, conveyance, exchange or transfer shall be in
connection with a liquidation, dissolution or winding-up of the business of the
Company.
The holder of any shares of Convertible Preferred Stock shall not be
entitled to receive any payment owed for such shares under this Section 4 until
such holder shall cause to be delivered to the Company (i) the certificate(s)
representing such shares of Convertible Preferred Stock and (ii) transfer
instrument(s) satisfactory to the Company and sufficient to transfer such shares
of Convertible Preferred Stock to the Company free of any adverse interest. As
in the case of the Redemption Price referred to below, no interest shall accrue
on any payment upon liquidation after the date thereof.
5. Optional Redemption.
(A) The Company may not redeem the Convertible Preferred Stock prior to
May 15, 2001. Subject to the requirement of legally available funds therefor,
the Convertible Preferred Stock may be redeemed for shares of Common Stock, in
whole or from time to time in part, at the option of the Company on or after May
15, 2001, on any date set by the Board of Directors, at the redemption prices
specified below, if redeemed during the 12- month period commencing May 15 of
the year set forth below:
<TABLE>
<CAPTION>
Year Price Per Share
<S> <C>
2001........................................... $
2002........................................... $
2003........................................... $
2004........................................... $
2005........................................... $
2006........................................... $
2007........................................... $
</TABLE>
and thereafter at $50.00 per share plus, in each case, an amount equal to all
dividends on the Convertible Preferred Stock accrued and unpaid thereon, whether
or not declared or due, to the date fixed for redemption, such sum being
hereinafter referred to as the "Redemption Price" (subject to the right of the
holder of record of shares of Convertible Preferred Stock on a Record Date to
receive the dividend due on such shares of Convertible Preferred Stock on the
12
<PAGE>
corresponding Dividend Payment Date). At no time shall the Convertible Preferred
Stock be redeemable for cash.
(B) The Company shall issue in payment of the Redemption Price for each
share of Convertible Preferred Stock to be redeemed such number of shares of
Common Stock as equals (x) the then-current Redemption Price of the Convertible
Preferred Stock, divided by (y) the market price (the "Market Price") of the
Common Stock. The Market Price shall be equal to the lower of (i) the average of
the daily closing prices of the Common Stock for the 20 consecutive trading days
immediately preceding the first Business Day immediately preceding the date of
the applicable redemption notice, or (ii) the closing price of the Common Stock
on the trading day immediately preceding the first Business Day immediately
preceding the date of the applicable redemption notice. The "closing price" for
each day shall be the last reported sale price regular way of the Common Stock
on the New York Stock Exchange or, if the Common Stock is not listed on The New
York Stock Exchange, the average of the closing sale prices on such day of the
Common Stock on all domestic exchanges on which the shares of Common Stock may
at the time be listed, or if there have been no sales on any such exchange on
such day, the average of the highest bid and lowest asked prices of the Common
Stock on all such exchanges or, if on such day such shares of Common Stock shall
not be so listed, the average of the comparative bid and asked prices quoted for
the Common Stock in the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ") System as of 4:00 P.M., New York City time on
such day, or if such shares shall not be quoted in the NASDAQ System, the
average of the high and low bid and asked price of the Common Stock on such day
in the domestic over-the-counter market as reported by the National Quotation
Bureau, Incorporated, or any other successor organization. If at any time such
shares of Common Stock are not listed on any domestic exchange or quoted in the
NASDAQ System or the domestic over-the-counter market, the Market Price shall be
the fair market value thereof determined by the Board of Directors of the
Company in good faith. For the purposes of this Section 5, "trading day" shall
mean a day on which the securities exchange specified for purposes of this
Section 5 shall be open for business or, if the shares of Common Stock shall not
be listed on such exchange for such period, a day with respect to which
quotations of the character referred to in the next preceding sentence shall be
reported. In lieu of any fractional share of Common Stock which would otherwise
be issued upon any redemption of Convertible Preferred Stock, the Company shall
pay a cash adjustment in respect of such fractional interest in an amount in
cash (computed to the nearest cent) equal to the Market Price multiplied by the
fractional interest to the nearest 1/100th of a percent that otherwise would
have been deliverable upon such redemption of such Convertible Preferred Stock.
(C) In case of the redemption of less than all of the then outstanding
Convertible Preferred Stock, the shares of Convertible Preferred Stock to be
redeemed shall be redeemed pro rata or by lot or in such other manner as the
Board of Directors may determine. Notwithstanding the foregoing, the Company
shall not redeem less than all of the Convertible Preferred Stock at any time
outstanding until all dividends accrued and in arrears upon all Convertible
Preferred Stock then outstanding shall have been paid for the current and all
past dividend periods.
13
<PAGE>
(D) Not more than 60 nor less than 30 days prior to the date specified
therein for redemption (the "Redemption Date"), notice by first class mail,
postage prepaid, shall be given to each holder of record of the Convertible
Preferred Stock to be redeemed, at such holder's address as it shall appear upon
the stock transfer books of the Company. Each such notice of redemption shall
specify the date fixed for redemption, the Redemption Price, the place or places
of payment, that delivery of shares of Common Stock will be made upon
presentation and surrender of the certificate(s) evidencing the shares of
Convertible Preferred Stock to be redeemed, that on and after the redemption
date, dividends will cease to accrue on such shares, the then effective
Conversion Price pursuant to Section 3 and that the right of holders to convert
shall terminate at the close of business on the date immediately prior to the
redemption date (unless the Company defaults in the payment of the Redemption
Price).
(E) Any notice that is mailed as herein provided shall be
conclusively presumed to have been duly given, whether or not the holder of
the Convertible Preferred Stock receives such notice; and failure to give
such notice by mail, or any defect in such notice, to the holders of any
shares designated for redemption shall not affect the validity of the
proceedings for the redemption of any other shares of Convertible Preferred
Stock. On or after the date fixed for redemption as stated in such notice,
each holder of the shares called for redemption shall surrender the
certificate evidencing such shares to the Company at the place designated in
such notice and shall thereupon be entitled to receive delivery of shares of
Common Stock as herein provided. If less than all the shares represented by
any such surrendered certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares. If, on the date fixed for
redemption, shares of Common Stock and funds necessary for the redemption
shall be available therefor and shall have been irrecoverably deposited or
set aside, then, notwithstanding that the certificates evidencing any shares
so called for redemption shall not have been surrendered the dividends with
respect to the shares so called shall cease to accrue after the date fixed
for redemption, the shares shall no longer be deemed outstanding, the holders
thereof shall cease to be holders of Convertible Preferred Stock, and all
rights whatsoever with respect to the shares so called for redemption (except
the right of the holders to receive delivery of shares of Common Stock as
herein provided without interest or adjustment upon surrender of their
certificates representing Shares of Convertible Preferred Stock) shall
terminate. At the close of business on the redemption date, each holder of
Convertible Preferred Stock so redeemed (unless the Company defaults on its
obligations to deliver shares of Common Stock or cash) shall be, without any
further action, deemed a holder of the number of shares of Common Stock for
which such Convertible Preferred Stock is redeemable.
(F) The shares of Convertible Preferred Stock shall not be subject to
the operation of any purchase, retirement, mandatory redemption or sinking fund.
(G) The holder of any shares of Convertible Preferred Stock redeemed
upon any exercise of the Company's redemption right shall not be entitled to
receive shares of Common Stock for such shares until such holder shall cause to
be delivered to the place specified in the notice given with respect to such
redemption (i) the certificate(s) representing such shares of Convertible
Preferred Stock redeemed and (ii) transfer instrument(s) satisfactory to the
14
<PAGE>
Company and sufficient to transfer such shares of Convertible Preferred Stock to
the Company free of any adverse interest.
(H) All shares of Common Stock which may be delivered upon redemption
of the Convertible Preferred Stock will upon delivery be duly and validly issued
and fully paid and non-assessable, and prior to giving any notice of redemption
the Company shall take any corporate action necessary therefor.
(I) In the event that any shares of Convertible Preferred Stock shall
be converted into Common Stock prior to any Redemption Date pursuant to Section
3, then (i) the Company shall not have the right to redeem such shares and (ii)
shares of Common Stock and any funds which shall have been deposited for the
payment of the Redemption Price for such shares of Convertible Preferred Stock
shall be returned to the Company immediately after such conversion (subject to
declared dividends payable pursuant to Section 3(B) hereof).
6. Voting Rights
(A) The holders of record of shares of the Convertible Preferred Stock
shall have no voting rights, except as required by law and as hereinafter
provided in this Section 6. In exercising any such voting rights, each
outstanding share of Convertible Preferred Stock will be entitled to one vote,
excluding shares of its own capital stock belonging to the Company or to another
corporation, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held, directly or indirectly, by the
Company, which shares will have no voting rights.
(B) Whenever dividends on the Convertible Preferred Stock shall be in
arrears in an amount equal to at least six quarterly dividends (whether or not
consecutive), (i) the number of members of the Board of Directors of the Company
shall be increased by two, effective as of the time of election of such
directors as hereinafter provided, and (ii) the holders of the Convertible
Preferred Stock (voting separately as a class with all other affected classes or
series of the Parity Securities upon which like voting rights have been
conferred and are exercisable) will have the exclusive right to vote for and
elect such two additional directors of the Company at any meeting of
stockholders of the Company at which directors are to be elected held during the
period such dividends remain in arrears. The right of the holders of the
Convertible Preferred Stock to vote for such two additional directors shall
terminate when all accrued and unpaid dividends on the Convertible Preferred
Stock have been declared and paid or set aside for payment. The term of office
of all directors so elected shall terminate immediately upon the termination of
the right of the holders of the Convertible Preferred Stock and such Parity
Securities to vote for such two additional directors.
The foregoing right of the holders of the Convertible Preferred Stock
with respect to the election of two directors may be exercised at any annual
meeting of stockholders or at any special meeting of stockholders held for the
purpose of electing directors. If the right to elect directors shall have
accrued to the holders of the Convertible Preferred Stock more than 90
15
<PAGE>
days preceding the date established for the next annual meeting of stockholders,
the Board of Directors of the Company shall, within 20 days after the delivery
to the Company at its principal office of a written request for a special
meeting signed by the holders of at least twenty-five percent (25%) of the
Convertible Preferred Stock then outstanding, call a special meeting of the
holders of the Convertible Preferred Stock to be held within 60 days after the
delivery of such request for the purpose of electing such additional directors.
The holders of the Convertible Preferred Stock and any Parity
Securities referred to above voting as a class shall have the right to remove
without cause at any time and replace any directors such holders have elected
pursuant to this Section 6, and such directors shall not be removed without
cause except by such holders.
(C) So long as the Convertible Preferred Stock is outstanding, the
Company shall not, without the affirmative vote of the holders of at least 66
2/3 percent of all outstanding Convertible Preferred Stock (unless the vote
of a greater percentage is required by applicable law or the Certificate of
Incorporation), voting separately as a class, (i) amend, alter or repeal (by
merger, consolidation or otherwise) any provision of the Certificate of
Incorporation or the By-laws of the Company, as amended, so as to affect
materially and adversely the relative rights, preferences, qualifications,
limitations or restrictions of the Convertible Preferred Stock or (ii)
authorize, or increase the authorized amount of, any additional class or
series of Senior Equity Securities, or any security convertible into stock of
such class or series of Senior Equity Securities. Except as otherwise set
forth herein or in the Certificate of Incorporation or as otherwise required
by law, (i) the creation, authorization or issuance of any shares or series
of preferred stock or (ii) the increase or decrease in the amount of
authorized capital stock of any class or series, including any preferred
stock, shall not require the consent of the holders of Convertible Preferred
Stock and shall not be deemed to affect adversely the rights, preferences,
privileges or voting rights of the Convertible Preferred Stock.
The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of Convertible Preferred Stock shall
have been redeemed or called for redemption upon proper notice and sufficient
shares of Common Stock shall have been reserved by the Company to effect such
redemption.
7. Exclusion of Other Rights. Except as may otherwise be required by
law, the shares of Convertible Preferred Stock shall not have any voting powers,
preferences and relative, participating, optional or other special rights, other
than those specifically set forth in this Certificate of Designation or the
Certificate of Incorporation. The shares of Convertible Preferred Stock shall
have no preemptive or subscription rights.
8. Headings of Subdivisions. The headings of the various subdivisions
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.
16
<PAGE>
9. Severability of Provisions. If any of the voting powers, preferences
and relative, participating, optional and other special rights of the
Convertible Preferred Stock and qualifications, limitations and restrictions
thereof set forth herein is invalid, unlawful or incapable of being enforced by
reason of any rule of law or public policy, all other voting powers, preferences
and relative, participating, optional and other special rights of Convertible
Preferred Stock and qualifications, limitations and restrictions thereof set
forth herein which can be given effect without the invalid, unlawful or
unenforceable voting powers, preferences and relative, participating, optional
and other special rights of Convertible Preferred Stock and qualifications,
limitations and restrictions thereof shall, nevertheless, remain in full force
and effect, and no voting powers, preferences and relative, participating,
optional or other special rights of Convertible Preferred Stock and
qualifications, limitations and restrictions thereof herein set forth shall be
deemed dependent upon any other such voting powers, preferences and relative,
participating, optional or other special rights of Convertible Preferred Stock
and qualifications, limitations and restrictions thereof unless so expressed
herein.
10. Reissuance of Convertible Preferred Stock. Shares of Convertible
Preferred Stock that have been issued and reacquired in any manner, including
shares purchased or redeemed or exchanged or converted, shall (upon compliance
with any applicable provisions of the laws of Delaware) have the status of
authorized but unissued shares of preferred stock of the Company undesignated as
to series and may be designated or redesignated and issued or reissued, as the
case may be, as part of any series of preferred stock of the Company, provided
that any issuance of such shares as Convertible Preferred Stock must be in
compliance with the terms hereof.
11. Mutilated or Missing Convertible Preferred Stock Certificates. If
any of the Convertible Preferred Stock certificates shall be mutilated, lost,
stolen or destroyed, the Company shall issue, in exchange and in substitution
for and upon cancellation of the mutilated Convertible Preferred Stock
certificate, or in lieu of and substitution for the Convertible Preferred Stock
certificate lost, stolen or destroyed, a new Convertible Preferred Stock
certificate of like tenor and representing an equivalent amount of shares of
Convertible Preferred Stock, but only upon receipt of evidence of such loss,
theft or destruction of such Convertible Preferred Stock certificate and
indemnity, if requested, satisfactory to the Company and the Transfer Agent.
12. Certain Definitions. As used in this Certificate of Designation,
the following terms shall have the following meanings (with terms defined in the
singular having comparable meanings when used in the plural and vice versa),
unless the context otherwise requires:
"Business Day" means any day except a Saturday, a Sunday, or any day on
which banking institutions in New York, New York are required or authorized by
law or other governmental action to be closed.
"Commission" means the Securities and Exchange Commission.
17
<PAGE>
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Person" means any individual, corporation, partnership, joint venture,
association, joint stock company, trust, unincorporated organization, government
or any agency or political subdivision thereof or any other entity.
"Transfer Agent" shall be the First Chicago Trust Company of New York
unless and until a successor is selected by the Company.
18
<PAGE>
IN WITNESS WHEREOF, the Company has caused this certificate to be duly
executed by Lee A. Wesselmann, Senior Vice President and Chief Financial Officer
of the Company, this 15th day of May, 1998.
OWENS-ILLINOIS, INC.
By:
---------------------------------
Name:
Title:
19
<PAGE>
CONVERTIBLE PREFERRED STOCK $.01 PAR VALUE
TP
---------- -------
OWENS-ILLINOIS, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERRABLE CUSIP 690768 50 2
IN NEW YORK CITY SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE CONVERTIBLE PREFERRED STOCK OF
OWENS-ILLINOIS, INC., HEREINAFTER CALLED THE CORPORATION, TRANSFERABLE ON THE
BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON THE SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED. THIS
CERTIFICATE IS NOT VALID UNLESS COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTERED BY THE REGISTRAR.
WITNESS THE FACSIMILE SEAL OF THE CORPORATION AND THE FACSIMILE
SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.
DATED:
/s/ THOMAS L. YOUNG [SEAL] /s/ JOSEPH H. LEMIEUX
Thomas L. Young Joseph H. Lemieux
Secretary CHAIRMAN OF THE BOARD
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT AND REGISTRAR
By:
AUTHORIZED SIGNATURE
<PAGE>
The Corporation is authorized to reclassify all or a portion of any
unissued shares and thereby issue more than one class of capital stock,
including preferred stock. The Board of Directors is authorized to determine
and alter the rights, preferences, privileges and restrictions to or imposed
upon any wholly unissued series of preferred stock and to fix the number of
shares and the designation of any series of preferred stock.
The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
NOTICE OF ELECTION TO CONVERT
The undersigned hereby irrevocably exercise(s) the right to convert
______ Shares of the $ Convertible Preferred Stock represented by this
certificate into Common Stock of Owens-Illinois, Inc. in accordance with the
terms of the $ Convertible Preferred Stock relating thereto.
DATE: _____________________ SIGNATURE_________________________
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -as tenants in common
TEN ENT -as tenants by the entireties
JT TEN -as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT- _____________ Custodian __________________
(Cust) (Minor)
under Uniform Gift to Minors
Act _________________
State
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, _______ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
_____________________________
| |
_____________________________
_____________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
_____________________________________________________________________
_____________________________________________________________________
______________________________________________________________ SHARES
OF THE PREFERRED STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO
HEREBY IRREVOCABLY CONSTITUTE AND APPOINT
_____________________________________________________________ ATTORNEY
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN NAMED
CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.
DATED _______________
X_______________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
______________________________________________________________________________
THIS SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKER, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
