______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest Event
Reported): March 12, 1996
GREENWICH CAPITAL ACCEPTANCE, INC., as depositor
under a certain Pooling and Servicing Agreement,
dated as of July 1, 1996, providing for the
issuance of Greenwich Capital Acceptance, Inc.
Mortgage Pass-Through Certificates, Series 1996-CHL1
GREENWICH CAPITAL ACCEPTANCE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-80740 61199884
- ---------------------------- ----------- ------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
600 Steamboat Road
Greenwich, Connecticut 06830
- ---------------------- ----------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code (203) 625-2700
----- --------
_____________________________________________________________________
Item 5. Other Events.
- ---- ------------
On the October 25, 1996 Distribution Date, pursuant to a Pooling and
Servicing Agreement dated as of July 1, 1996 (the "Pooling and Servicing
Agreement") among Greenwich Capital Acceptance, Inc. (the "Registrant"),
as depositor, Countrywide Home Loans, Inc., as seller and servicer, and
The Bank of New York, as trustee (the "Series 1996-CHL1 Trustee") of the
Greenwich Capital Acceptance, Inc. Mortgage Pass-Through Certificates,
Series 1996-CHL1 (the "Series 1996-CHL1 Trust"), the Series 1996-CHL1
Trustee distributed to holders of the Series 1996-CHL1 Trust's Class A,
Class B-IO and Class R Certificates (the "Series 1996-CHL1
Certificateholders") interest and principal totaling $3,617,489.36 for
such Distribution Date. All capitalized terms not defined herein shall
have the meanings assigned to them in the Pooling and Servicing Agreement.
Pursuant to the Pooling and Servicing Agreement, the Series 1996-CHL1
Trustee distributed to the Series 1996-CHL1 Certificateholders an
information statement with respect to the aforementioned distribution of
interest and principal. A copy of that statement is annexed hereto as
Exhibit 1.
As of March 12, 1996, the Registrant amended and restated its
By-laws, a copy of which is annexed hereto as Exhibit 2.
Item 7. Financial Statements, Pro Forma Financial
- ---- -----------------------------------------
Information and Exhibits.
------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
1. Greenwich Capital Acceptance, Inc. Mortgage Pass-Through
Certificates, Series 1996-CHL1, Statement to Certificateholders
dated October 25, 1996.
2. Greenwich Capital Acceptance, Inc. By-laws, restated as of
March 12, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GREENWICH CAPITAL ACCEPTANCE, INC.
By: /s/ Brian D. Bernard
-------------------------
Brian D. Bernard
Vice President
Dated: November 8, 1996
Exhibit Index
-------------
Exhibit Page
- ------- ----
1. Greenwich Capital Acceptance, Inc. Mortgage
Pass-Through Certificates, Series 1996-CHL1,
Statement to Certificateholders dated October
25, 1996. 6
2. Greenwich Capital Acceptance, Inc. By-laws,
restated as of March 12, 1996. 9
EXHIBIT 1
THE
BANK Payment Date: 10/25/96
NEW YORK Accrual Period: 9/26/96 thru 10/25/96
101 Barclay Street, 12E
New York, NY 10286
Attn: Douglas Badaszewski, MBS Unit
(212) 815-2793
<TABLE> GREENWICH CAPITAL ACCEPTANCE, INC.
Mortgage Pass-Through Certificates, Series 1996-CHL1
Countrywide Home Loans, as Servicer
<CAPTION>
Class Current Payment Information Factors per $1,000
Information Beg End
Certificate/ Pass Principal Interest Total
Certificate/ Principal
Type Name Notional Bal. Thru Rate Dist. Amt. Dist. Amt. Dist. Notional
Bal. Dist.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Senior A 183,595,476.73 5.912500% 2,712,899.15 904,590.21 3,617,489.36 180,882,577.58 14.4329778
Subordinate B-I0 184,686,142.35 2.908502% 0.00 0.00 0.00 182,426,404.90 .000000
Residual R 0.00 0.000000% n/a 0.00 0.00 0.00 .000000
Totals - 183,595,476.73 - 2,712,899.15 904,590.21 3,617,489.36 180,882,577.58 14.4329778
(table continued)
Class Information Current Payment Information Factors per $1,000
Interest Ending
Type Name Dist. Cert. Bal.
<S> <C> <C> <C>
Senior A 4.8125381 962.3189367
Subordinate B-10 .0000000 970.5322998
Residual R .0000000 .0000000
Totals 4.8125381 19.2455159
</TABLE>
<TABLE>
<CAPTION>
Class Losses and Unpaid Amounts
Information Original Certificate Information
Unpaid
Carry Forward Interest
Interest
Class Code Name Cert. Bal. Pass Thru Cusips Amount Shortfalls
Shortfalls
<S> <C> <C> <C> <C> <C> <C>
<C>
A 187,965,310.34 5.818750% 396782ES9 0.00 0.00
0.00
B-IO 187,965,310.34 3.165104% n/a n/a 0.00
0.00
R 0.00 0.000000% n/a n/a n/a
n/a
Totals - 187,965,310.34 - - - -
-
</TABLE>
<TABLE>
<CAPTION>
P&S Ref. ENDING COLLATERAL INFORMATION
Sec. 4.05
<S> <C>
Aggregate stated principal balance 182,426,404.93
Loan count 1732
Weighted average remaining term 354.00
Weighted average coupon rate 9.491002%
</TABLE>
<TABLE>
<CAPTION>
P&S Ref. FEES & ADVANCESSERVICER INSURER
Sec. 4.05
<S> <C> <C>
Monthly fees 74,530.2726,009.36
Advances (this period) 52,524.71
Recoveries (this period) 0.00
Outstanding advances 52,524.71
</TABLE>
<TABLE>
<CAPTION>
P&S Ref. OTHER INFORMATION
Sec. 4.05
<S> <C>
Available funds 3,718,028.99
Insured payments 0.00
Aggregate prepayments 2,159,302.87
Required subordination amount 5,638,959.31
Subordination deficit 0.00
Class B-IO optimal interest dist amount 447,633.42
Subordination increase amount 453,161.73
</TABLE>
<TABLE>
<CAPTION>
P&S Ref. DELINQUENCY INFORMATION (as of the Due Date)
Sec. 4.05
Period Loan Count Ending Stated Balance
------ ---------- ---------------------
<S> <C> <C>
31-60 days 38 3,800,849.39
61-90 days 11 1,026,678.08
91+ days 2 187,036.85
In foreclosure 10 999,964.83
Totals 61 6,014,529.15
== ============
</TABLE>
<TABLE>
<CAPTION>
P&S Ref. REO INFORMATION
Sec. 4.05 REO Date Loan Number Ending Stated Balance
-------- -------------------- ---------------------
<S> <C> <C>
-- 0.00
-- 0.00
-- 0.00
-- 0.00
Totals 0 0.00
= ====
</TABLE>
<TABLE>
<CAPTION>
P&S Ref. Liquidated Loan Information
Sec. 4.05
Loan Number Stated Principal Balance Realized Loss
----------- ------------------------ ----------------
<S> <C> <C>
-- 0.00 0.00
-- 0.00 0.00
-- 0.00 0.00
-- 0.00 0.00
Totals 0 0.00
= ====
</TABLE>
EXHIBIT 2
Restated as of 3/12/96
GREENWICH CAPITAL ACCEPTANCE, INC.
----------------------
BY-LAWS
----------------------
ARTICLE I
OFFICES
SECTION 1. Principal Office. The principal office of the Corporation
-------------
shall be located in Greenwich, Connecticut.
SECTION 2. Other Offices. The Corporation may also have offices
----------
at such other places within and without the State of Delaware as the board
of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meetings. An annual meeting of shareholders,
---------------
commencing with the year 1987, shall be held on the 15th day in the month
of December each year, at such hour as may be fixed from time to time by
the board of directors and stated in the notice of such meeting or waiver
of notice thereof, at which meeting the shareholders shall elect a board
of directors and transact such other business as may properly come before
the meeting.
If such annual meeting is not held as herein provided for, it may be
held as soon thereafter as may be convenient. Such subsequent meeting
shall be called in the same manner as hereinafter provided for special
meetings of shareholders.
SECTION 2. Special Meetings. Special meetings of shareholders for
----------------
any purpose or purposes, unless otherwise prescribed by statute, by the
Certificate of Incorporation or by these by-laws, may be called at any
time by the Chairman, the President, the Secretary or the Board of
Directors, and shall be called by any of them at the written request of
the holders of record of not less than a majority of all the shares then
outstanding and entitled to vote thereat. Such request shall state the
purpose or purposes of the proposed meeting. The time and place for such
special meeting shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof. The business transacted at any
special meeting of shareholders shall be limited to the purposes stated
in such notice.
SECTION 3. Place of Meeting. Meetings of shareholders shall be held
----------------
within or without the State of Delaware at such place as may be fixed
from time to time by the Board of Directors, or as shall be specified in
the notice of any meeting or a duly executed waiver of notice thereof.
If no place is otherwise fixed, such meetings shall be held at the
principal office of the Corporation.
SECTION 4. Notice of Meetings. Written notice of each meeting of
------------------
shareholders, whether annual or special, stating the place, date and hour
of the meeting and, unless it is an annual meeting, the purpose or
purposes of the meeting and the name of the person by whom or at whose
direction the meeting is being called, shall be given either personally
or by mail, telegram, or cable to each shareholder of record entitled
to vote, not less than ten days nor more than sixty days prior to the
date of the meeting, unless a greater period of notice is required by
law in a particular case.
SECTION 5. Quorum. The holders of record of a majority of the shares
------
of stock issued and outstanding and entitled to vote at any meeting of
shareholders, represented in person or by proxy, shall constitute a
quorum for the transaction of business thereat, except as otherwise
provided by statute or by the Certificate of Incorporation. When a
quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholders. If, however, such quorum
shall not be present or represented at any meeting of shareholders, a
majority of the shareholders entitled to vote thereat, present in person
or by proxy, or if no such shareholder is present in person or by proxy,
any officer entitled to preside at or act as secretary of such meeting,
shall have the power to adjourn the meeting from time to time, without
notice other than by announcement at the meeting, until a quorum shall
be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally called.
SECTION 6. Proxies. Every shareholder entitled to vote at a meeting
-------
of shareholders, or to express consent to any proposal without a meeting,
may vote, or consent, as the case may be, in person or may authorize
another person or persons to so act for him by proxy.
SECTION 7. Voting. At each meeting of shareholders, each shareholder
------
of record entitled to vote at the meeting shall be entitled to one vote
for each share of stock registered in his name on the books of the
Corporation unless otherwise provided by law or by the Certificate of
Incorporation.
At each meeting at which a quorum is present, the vote of the holders
of a majority of the shares of stock present, in person or by proxy, and
entitled to vote thereat, shall determine all corporate matters brought
before the meeting except as otherwise required by statute or by the
Certificate of Incorporation.
SECTION 8. Written Consent in Lieu of Meeting. Any action required
----------------------------------
or permitted to be taken by vote of the shareholdersmay be taken without
a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders
of outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting which all
shares entitled to vote thereon were present and voted.
ARTICLE III
DIRECTORS
SECTION 1. General Powers. The property, affairs and business of the
--------------
Corporation shall be managed by its Board of Directors which may adopt all
such rules and regulations for the conduct of its meetings and for the
management of the property, affairs and business of the Corporation as it
may deem proper, not inconsistent with applicable law, the Certificate of
Incorporation and these By-laws, and may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute,
by the Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the shareholders.
SECTION 2. Number and Qualifications. The number of directors shall
-------------------------
be four. At least one director (the "Outside Director") of the Corporation
shall not be an officer or employee of the Corporation or a director,
officer or employee of any direct or indirect parent of the Corporation or
of any affiliate of any such parent. The initial board shall consist of
the two directors named in the Certificate of Incorporation. The number
of directors may be changed from time to time by amendment to these By-laws.
SECTION 3. Election and Term of Office. The directors, other than
---------------------------
the initial Board of Directors, shall be elected at the annual meeting of
shareholders. Each director shall serve until the next succeeding annual
meeting and until his successor has been elected and has qualified, or
until his prior resignation, death or removal. The initial board of
directors shall hold office until the first annual meeting of
shareholders.
SECTION 4. Resignation. Any director may resign at any time by
-----------
giving written notice to the Board of Directors, the president or the
secretary of the Corporation. Unless otherwise specified in the notice,
the resignation shall take effect upon receipt thereof by the board or
such officer, and the acceptance of the resignation shall not be necessary
to make it effective.
SECTION 5. Removal. Any or all of the directors may be removed,
-------
with or without cause, at any time by the vote of the holders of record
of a majority of shares of stock issued and outstanding and entitled to
vote present, in person or by proxy, at a special meeting of shareholders
called for that purpose, unless otherwise prescribed by statute or by
the Certificate of Incorporation.
SECTION 6. Vacancies. All vacancies occurring in the Board of
---------
Directors, including vacancies caused by removal with or without cause,
may be filled, subject to the action of the shareholders in regard to
vacancies cause by removal described hereinafter, by the majority vote
of all remaining directors in office, though less than a quorum. If
death, resignation or removal of a director or directors results in
there being no remaining directors or if the remaining directors are
unable to fill a vacancy or vacancies by majority vote, the vacancies
shall be filled by election at a special meeting of shareholders called
for that purpose. A director elected by the Board of Directors to fill
a newly created directorship or vacancy shall hold office until the next
succeeding annual meeting of the shareholders and until his successor has
been elected and has qualified.
Notwithstanding any other provision of this section, any vacancy on
the board of directors resulting from removal with or without cause by
vote of the shareholders at a special meeting of the shareholders called
for that purpose may be filled at such meeting by a majority vote of
the shareholders present, in person or by proxy, and entitled to vote,
provided that in the event the shareholders do not fill such vacancy it
shall be filled by the Board of Directors as provided in this section.
A director elected by vote of the shareholders shall hold office for
the unexpired portion of the term of his predecessor in office and until
the election and qualification of his successor.
Notwithstanding any other provision of these By-Laws, a vacancy in the
directorship filled by an Outside Director shall not limit or otherwise
restrict the Board of Directors from taking any action which it is otherwise
authorized to take under the Articles of Incorporation and By-Laws of the
Corporation or under applicable law, except any action described in Article
IX, Section 5.
SECTION 7. Annual and Regular Meetings. An annual meeting of the Board
---------------------------
of Directors for the election of officers and for the transaction of any
other business shall be held in each year immediately following the annual
meeting of shareholders at the place of such annual meeting of shareholders
or as soon as practical after the annual meeting of shareholders at such
place and time as shall be fixed by the consent in writing of all the
directors.
Regular meetings of the Board of Directors may be held at such times
as the board may from time to time determine by resolution duly adopted
at any meeting of the board.
SECTION 8. Special Meetings. A special meeting of the Board of
----------------
Directors may be called at any time by the Chairman or the President and
shall be called by the President or Secretary on the written request of
any director.
SECTION 9. Place and Time of Regular and Special Meetings. The Board
----------------------------------------------
of Directors may hold any regular meeting without notice, at such time
and place, either within or without the State of Delaware, as the board
may from time to time determine by resolution duly adopted at any meeting
of the board.
Special meetings of the Board of Directors shall be held at such time
and place, either within or without the State of Delaware, as may be fixed
by the Chairman or the President calling the meeting or by the Directors
requesting the meeting as specified in their request, as the case may be.
If no place is otherwise fixed, such regular and special meetings shall be
held at the principal office of the Corporation.
SECTION 10. Notice of Meetings. Notice of the time and place of each
------------------
special meeting of the Board of Directors shall be given to each director
at least two days prior to the date of such meeting personally or by mail,
telegram, cable or telephone Neither the business to be transacted at,
nor the purpose of, any special meeting of the Board of Directors need
be specified in the notice of such meeting or waiver of notice thereof.
SECTION 11. Quorum and Voting. A majority of the directors in office
-----------------
shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors and the affirmative vote of a majority of the
directors present at any meeting at which a quorum is present shall
constitute the act of the Board of Directors, except as may be otherwise
provided by statute or by the Certificate of Incorporation. If a quorum
shall not be present at any meeting of the Board of Directors, a majority
of the directors present may adjourn the meeting from time to time,
without notice other than by announcement at the meeting, until a quorum
shall be present.
SECTION 12. Committees. The Board of Directors, by resolution, adopted
----------
by a majority of the entire board, may designate one or more committees,
including an Executive Committee, each committee to consist of one or
more of the directors of the Corporation. Each committee shall serve at
the pleasure of the Board of Directors and each member of each such
committee shall hold office until the next annual meeting of the Board
of Directors or until he shall cease to be a director, or until his death,
resignation or removal, or until the Board of Directors shall dissolve
the committee. Each committee shall have and may exercise all the powers
and authority of the board to the extent provided in the resolution,
except as otherwise required by law. Any member of any committee may be
removed at any time, with or without cause, by the vote of a majority of
directors at any regular or special meeting of the board. Vacancies in
the membership of any committee shall be filled by the Board of Directors
at a regular or special meeting of the Board of Directors by the vote of
a majority of directors. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted
by the Board of Directors. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.
SECTION 13. Meetings by Conference Call. At any meeting of the Board
---------------------------
of Directors, or any committee designated by the Board of Directors, any
one or more of the members thereof may participate in such meeting of the
board or of such committee by means of a conference telephone or similar
communications equipment allowing all persons participating the meeting
to hear each other at the same time. Participation in a meeting by such
means shall constitute presence in person at the meeting.
SECTION 14. Written Consent in Lieu of Meeting. Any action required
----------------------------------
or permitted to be taken by the Board of Directors or any committee thereof
may be taken without a meeting if a consent in writing to the adoption of
a resolution authorizing the action so taken shall be signed by all the
directors or the member of the committee, as the case may be.
SECTION 15. Compensation. The Board of Directors, irrespective of
------------
any personal interest of its members, shall have authority to establish
reasonable compensation, and allowances for expenses, of all directors for
services to the corporation as directors, committee members, officers, or
otherwise.
ARTICLE IV
NOTICES
SECTION 1. Notice by Mail. Whenever, under the provisions of any
--------------
statute or of the Certificate of Incorporation or of these By-laws, notice
is required to be given to any director or shareholder and such notice is
given by mail, such notice shall be deemed to have been given when
deposited in the United States mail, with postage thereon prepaid, directed
to the director or shareholder at his address as it appears on the records
of the Corporation, or if he shall have filed a written request with the
Secretary that notices intended for him be mailed to some other address,
then directed to him at such other address.
SECTION 2. Waiver of Notice. Whenever under the provisions of any
----------------
Certificate of Incorporation or of these By-laws, any notice of a meeting
is required to be given to any director or shareholder, a written waiver
signed by the person or persons entitled to such notice, either in person
or by proxy if such person is a shareholder, whether before or after the
meeting, shall be deemed equivalent to the giving of such notice.
SECTION 3. Attendance at Meetings. The attendance of a person at any
----------------------
meeting, whether a shareholder, in person or by proxy, or a director, shall
constitute a waiver of notice by him, unless he attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened.
ARTICLE V
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a
------
President, a Secretary, and a Treasurer, and may include a Chairman
and one or more Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, and such other officers as the Board of
Directors may from time to time determine. Two or more offices may be
held by the same person.
SECTION 2. Election and Term of Office. The officers of the
---------------------------
Corporation shall be elected by the Board of Directors at any regular or
special meeting of the Board and each shall serve at the pleasure of the
Board.
SECTION 3. Resignations. Any officer may resign at any time by giving
------------
written notice to the Board of Directors, or to the Chairman, the President
or the Secretary of the Corporation. Any such resignation shall take effect
at the time of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4. Chairman of the Board or the President. The board may
--------------------------------------
designate either the Chairman of the Board or the President to be the Chief
Executive Officer and/or the Chief Operating Officer of the Corporation.
The Chief Executive Officer shall have supervision over the business,
direction and general management of the Corporation, and shall perform
such other duties as the Board of Directors may direct. The Chief
Operating Officer shall have general supervision over the operation of the
business and shall perform such other duties as the Board of Directors and
the Chief Executive Officer shall direct.
SECTION 5. Vice Presidents. The Vice Presidents shall exercise such
---------------
powers and perform such duties as from time to time may be assigned to them
respectively by the Board, the Chairman, or the President.
SECTION 6. Secretary. The Secretary shall record all the votes of the
---------
stockholders and of the directors and shall maintain the minutes of the
meetings of the stockholders and of the Board of Directors; he shall see
that notices of meetings of the board and stockholders are given and that
all records and reports are properly kept and filed by the Corporation
as required by law; and, in general, he shall perform all duties incident
to the office of Secretary, and such other duties as may from time to time
be assigned to him by the board, the Chairman, or the President.
SECTION 7. Assistant Secretaries. In the absence or disability of
---------------------
the Secretary or when so directed by the Secretary, any Assistant Secretary
may perform all the duties of the Secretary, and, when so acting, shall
have all the powers of, and be subject to all the restrictions upon, the
Secretary. The Assistant Secretaries shall perform such other duties as
from time to time may be assigned to them respectively by the Board, the
Chairman, the President, or the Secretary.
SECTION 8. Treasurer. The Treasurer shall have charge of all financial
---------
records and reports of the Corporation and shall have or provide for the
custody of all funds and securities of the Corporation; and, in general, he
shall perform all duties incident to the office of Treasurer and such other
duties as may from time to time be assigned to him by the Board, the
Chairman, or the President.
SECTION 9. Assistant Treasurers. In the absence or disability of the
--------------------
Treasurer or when so directed by the Treasurer, any Assistant Treasurer may
perform all the duties of the Treasurer, and, when so acting, shall have
all the powers of, and be subject to all the restrictions upon, the
Treasurer. The Assistant Treasurers shall perform such other duties as
from time to time may be assigned to them respectively by the Board, the
Chairman, the President, or the Treasurer.
SECTION 10. Compensation of Officers and Others. The compensation of
-----------------------------------
all officers shall be fixed from time to time by the Board of Directors or
any Committee of officer authorized by the board to do so. no officer
shall be precluded form receiving such compensation by reason of the fact
that he is also a director of the Corporation.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. Indemnification. To the maximum extent permitted by the
---------------
Delaware General Corporation Law as from time to time amended, the
Corporation shall indemnify its currently acting and its former directors,
officers, employees, and agents and those persons who, at the request of
he Corporation, served or have served another corporation, partnership.
joint venture, trust or other enterprise in one or more such capacities
against any and all liabilities incurred in connection with their services
in such capacities.
SECTION 2. Insurance. The Corporation shall have power to purchase
---------
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the Corporation would have the power to indemnify him against such
liability under the provisions of these By-laws.
ARTICLE VII
BORROWING, DEPOSITS, PROXIES, ETC.
SECTION 1. Borrowing. No officer, agent or employee of the Corporation
---------
shall have any power or authority to borrow money on its behalf, to pledge
its credit, or to mortgage or pledge its real or personal property, except
within the scope and to the extent of the authority delegated by resolution
of the Board of Directors. Authority may be given by the Board for any of
the above purposes and may be general or limited to specific instances.
SECTION 2. Deposits. All funds of the Corporation shall be deposited
--------
from time to time to the credit of the Corporation in such banks, trust
companies, or other depositories as the Board of Directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed
by such one or more officers or employees as the Board shall from time
to time determine.
SECTION 3. Proxies. Unless otherwise ordered by the Board of
-------
Directors, any officer of the Corporation may appoint an attorney or
attorneys ( who may be or include such officer himself), in the name and
on behalf of the Corporation, to cast the votes which the Corporation
may be entitled to cast as a stockholder or otherwise in any other
corporation any of whose stock or other securities are hold by or for
the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, or, in connection with the ownership
of such stock or other securities, to consent in writing to any action by
such other corporation, and may instruct the person or persons so appointed
as to the manner of casting such votes of giving such consent, and may
execute or cause to be executed in the name and on behalf of the Corporation
and under its seal such written proxies or other instruments as he may deem
necessary or proper in the premises.
SECTION 4. Separate Books and Records, etc. The Corporation shall at
--------------------------------
all times (a) maintain and keep the Corporation's assets separate and apart
from any affiliate of the Corporation, and under separate registration, and
(b) maintain the Corporation's books and records separate and apart from
those of any affiliate of the Corporation.
ARTICLE VIII
CERTIFICATES FOR SHARES
SECTION 1. Form and Execution of Certificates. The shares of the
----------------------------------
Corporation shall be represented by certificates in such form as required
by statute and as shall be adopted from time to time by the Board of
Directors. The certificates shall be numbered consecutively and registered
in the books of the Corporation in the order in which they are issued,
together with the number of shares represented by each certificate, the
name of the person to whom the certificate is issued and the date of
issuance thereof. Each certificate shall be signed by the Chairman,
the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, may (but need not)
be sealed with the corporate seal or a facsimile thereof and shall be
countersigned and registered in such manner, if any, as the Board of
Directors may prescribe. The signatures of any such officers of the
Corporation upon an certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than
the Corporation itself or an employee of the Corporation. No certificate
shall be issued for any shares until such share is fully paid. The
certificate shall bear such legend thereon, referring to such restrictions
on transfer as may be required by law, as the Secretary of the Corporation,
on advice of counsel, may reasonably require.
SECTION 2. Lost, Stolen or Destroyed Certificates. The Board of
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Directors, in its discretion, may direct a new certificate to be issued in
place of any certificate theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed. Prior to authorizing such issue of
a new certificate or as a condition precedent to the issue thereof, the
Board of Directors, in its discretion, may require satisfactory proof of
loss, theft or destruction or a bond of indemnity as it deems adequate
against any claim that may be made against the Corporation with respect
to the certificate alleged to have been lost, stolen or destroyed.
SECTION 3. Transfers of Shares. The transfer or assignment of shares
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shall be made only upon the books of the Corporation by the registered owner
or by his duly authorized attorney. Upon surrender to the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall
issue a new certificate to the person entitled thereto, and the older
certificate shall be canceled and the transaction recorded upon the books of
the Corporation.
SECTION 4. Fixing Record Date. For the purpose of determining
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shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or for the purpose of
determining shareholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders. Such date
shall not be more than sixty days prior to any other action. Only
shareholders of record on the date so fixed shall be entitled to receive
notice of, or to vote at, such meeting or any adjournment thereof, to
give such consent, to receive payment of such dividend or distribution
or the allotment of such right, to exercise any such rights, or to take
any other such action, notwithstanding any transfer of any shares on the
books of the Corporation subsequent to the record date so fixed. If no
such record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of the stockholders shall
be at the close of business on the tenth day preceding the day on which
the meeting is held; the record date for determining the stockholders
entitled to express consent to corporate action in writing without a
meeting, when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is expressed; and
the record date for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
SECTION 5. Registered Shareholders. The Corporation shall be entitled
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to recognize the exclusive right of a person registered in its books as the
owner of shares to receive dividends and to vote as such owner, and shall
not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided
by law.
ARTICLE IX
GENERAL PROVISION
SECTION 1. Dividends. Dividends on the outstanding shares of the
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Corporation may be declared by the Board of Directors in such amounts and
at such time or times as the Board may determine, subject to the provisions
of the Certificate of Incorporation and applicable law. Dividends may be
paid in cash, in shares of the Corporation's capital stock or bonds or in
the Corporation's property, including the shares or bonds of other
corporations, subject to any provisions of law or of the Certificate of
Incorporation.
SECTION 2. Execution of Instruments. All corporate instruments and
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documents, with the exception of certificates for shares of the Corporation
as provided in section 1 of ARTICLE VIII, shall be signed by such officers,
agents or employees of the Corporation as from time to time may be
designated by the Board of Directors or by such officer or officers to
whom the Board of Directors may delegate the power to so designate.
SECTION 3. Fiscal Year. The fiscal year of the Corporation shall
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begin on the first day of January in each year but may be changed from
time to time by resolution of the Board of Directors.
SECTION 4. Corporate Seal. The corporate seal shall have inscribed
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thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by causing it or
a facsimile thereof to be impressed, affixed, reproduced, engraved or
printed.
SECTION 5. Bankruptcy. The Corporation shall not commence any case,
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proceeding or other action relating to bankruptcy, insolvency, reorganization
or relief of debtors, or seek to have an order for relief entered with
respect to it, or seek to adjudicate it a bankrupt or insolvent, or seek
reorganization, arrangement, winding up, liquidation, dissolution, composition
or other relief with respect to it or its debts or make a general assignment
for the benefit of creditors without the unanimous vote of the entire
Board of Directors.
ARTICLE X
AMENDMENTS
SECTION 1. These By-laws may be amended or repealed or new by-laws may
be adopted at any meeting of shareholders at which a quorum is present or
represented by the affirmative vote of the holders of a majority of shares
issued and outstanding and entitled to vote thereat, provided notice of the
general natureof the proposed change in theBy-laws be contained in the
notice of such meeting. These By-laws may also be amended or repealed or
new By-laws may be adopted by the Board of Directors at any meeting of
the Board.
