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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 AND EXCHANGE ACT OF 1934
CRIIMI MAE INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1622022
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11200 Rockville Pike
Rockville, Maryland 20852
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Series F Redeemable Cumulative New York Stock Exchange
Dividend Preferred Stock (convertible
during the period of ten (10) Business
Days after the fifth Business Day after
the Initial Issue Date and during the
period of ten (10) Business Days ending
ninety (90) calendar days after the
Initial Issue Date or the first Business
Day thereafter)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Securities to be Registered.
On September 14, 1999, the Board of Directors (the "Board") of CRIIMI MAE
Inc., a Maryland corporation (the "Corporation"), declared a dividend on its
common stock, par value $0.01 per share ("Common Stock"), deemed by the Board to
have an aggregate value in the amount of approximately $16,100,000. The dividend
will be paid in shares of a new series of preferred stock of the Corporation,
face value $10.00 per share, designated as Series F Redeemable Cumulative
Dividend Preferred Stock (convertible during the period of ten (10) business
days after the fifth business day after the initial issue date and during the
period of ten (10) business days ending ninety (90) calendar days after the
initial issue date or the first business day thereafter) (the "Series F Dividend
Preferred Stock").
The Series F Dividend Preferred Stock shall, with respect to dividend
rights and rights upon liquidation, dissolution or winding up, rank (i) senior
to the Common Stock and to all other capital stock of the Corporation the terms
of which specifically provide that such capital stock ranks junior to the Series
F Dividend Preferred Stock with respect to dividend rights and/or rights upon
liquidation, dissolution or winding up of the Corporation (collectively, such
other capital stock being referred to as the "Junior Capital Stock"); (ii) pari
passu with all capital stock of the Corporation the terms of which specifically
provide that such capital stock ranks pari passu with the Series F Dividend
Preferred Stock with respect to dividend rights and/or rights upon liquidation,
dissolution or winding up of the Corporation ("Parity Capital Stock"); and (iii)
junior to (v) the Corporation's Series A Cumulative Convertible Preferred Stock,
(w) the Corporation's Series B Cumulative Convertible Preferred Stock, (x) the
Corporation's Series C Cumulative Convertible Preferred Stock, (y) the
Corporation's Series D Cumulative Convertible Preferred Stock, and (z) all other
capital stock of the Corporation the terms of which specifically provide that
such capital stock ranks senior to the Series F Dividend Preferred Stock with
respect to dividend rights and/or rights upon liquidation, dissolution or
winding up of the Corporation.
The Series F Dividend Preferred Stock is convertible during the period of
10 business days after the fifth business day after the initial issue date and
during the period of 10 business days ending 90 calendar days after the initial
issue date or the first business day thereafter (each, a "Conversion Period"),
at a price equal to the volume weighted average of the prices of the common
stock for the 10-trading day period ending 1 business day prior to the date
converted, subject to a floor of 50% of the volume weighted average price of the
common stock on the initial issue date of the Series F Dividend Preferred Stock.
The holders of shares of Series F Dividend Preferred Stock, in preference
to the holders of shares of Common Stock and of Junior Capital Stock that ranks
junior to the Series F Dividend Preferred Stock as to payment of dividends,
shall be entitled to receive, when, as and if declared by the Board, out of the
assets of the Corporation legally available therefor, cumulative dividends at a
fixed rate of 12% per annum. Payment of the first dividend on shares of Series F
Dividend Preferred Stock shall be made no earlier than the end of the calendar
quarter (March 31, June 30, September 30, December 31) in which the
Corporation's plan of reorganization becomes effective and thereafter not more
than quarterly, as determined by the Board. Accrued dividends will not be paid
to holders who exercise their conversion privilege during a Conversion Period.
The Series F Dividend Preferred Stock has no voting rights, except as is
mandatory under Maryland law and the applicable New York Stock Exchange rules,
including the following: (i) the right to elect two directors upon default of
the equivalent of six quarterly dividends (whether or not consecutive), with
such right to elect two directors to remain in effect until cumulative dividends
have been paid or non-cumulative dividends paid regularly for one year; (ii) the
right to maintain the Series F Dividend Preferred Stock quorum low enough to
ensure that the right to elect directors can be exercised and that the quorum is
not higher than that of the Common Stock; and (iii) the right to not vote as a
separate class for the approval of any merger or acquisition, unless required by
law.
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Shares of Series F Dividend Preferred Stock shall not be redeemable in
whole or in part prior to the first (1st) annual anniversary of the initial
issue date. On or after such first (1st) annual anniversary, to the extent the
Corporation shall have funds legally available therefor, the Series F Dividend
Preferred Stock shall be subject to redemption in whole or in part, in cash or
shares of Parity Capital Stock, at the election of the Corporation in its sole
discretion, at any time or from time to time, in an amount equal to the face
amount of the Series F Dividend Preferred Stock, together in each case with an
amount equal to any accrued and unpaid dividends to (and including) the date
fixed for redemption.
If any shares of Series F Dividend Preferred Stock are outstanding, the
Corporation shall not redeem, purchase or otherwise acquire for any
consideration (or pay or make available money for a sinking fund for the
redemption of) any Common Stock or any Junior Capital Stock (except by
conversion into or exchange for Common Stock or Junior Capital Stock) unless
full cumulative dividends have been or contemporaneously are declared and paid,
or declared and a sum sufficient for the payment thereof set apart for all past
dividend periods through and including the date fixed for redemption, purchase
or acquisition, provided, however, that the foregoing shall not prevent the
purchase or acquisition of any shares of capital stock of the Corporation by the
Corporation (i) to the extent necessary, in the reasonable judgment of the
Board, in order to preserve the status of the Corporation as a real estate
investment trust for federal income tax purposes or (ii) pursuant to a purchase
or exchange offer made on comparable terms to all holders of outstanding shares
of capital stock of the Corporation.
Upon any voluntary or involuntary liquidation, dissolution or winding up of
the affairs of the Corporation, before any distribution or payment shall be made
to the holders of any shares of Common Stock or any class or series of Junior
Capital Stock ranking junior to the Series F Dividend Preferred Stock as to
distribution of assets upon any liquidation, dissolution or winding up of the
Corporation, the holders of Series F Dividend Preferred Stock shall be entitled
to receive, out of assets of the Corporation legally available for distribution
to stockholders, liquidating distributions in an amount equal to the face amount
of the Series F Dividend Preferred Stock, together in each case with an amount
equal to any accrued and unpaid dividends as of the date of liquidation,
dissolution or winding up.
In case of any reclassification of the Common Stock, any consolidation of
the Corporation with, or merger of the Corporation into, any other entity, any
merger of another entity into the Corporation (other than a merger that does not
result in any reclassification, conversion, exchange or cancellation of
outstanding shares of Common Stock), any sale or transfer of all or
substantially all of the assets of the Corporation or any compulsory share
exchange, pursuant to which the Common Stock is converted into other securities,
cash or other property, then the Corporation (or successor entity), at its
election and in its sole discretion, may (i) redeem each share of the Series F
Dividend Preferred Stock then outstanding at the face amount of the Series F
Dividend Preferred Stock, together in each case with an amount equal to any
accrued and unpaid dividends to (and including) the date fixed for redemption;
or (ii) convert each share of the Series F Dividend Preferred Stock then
outstanding into the kind and amount of securities, cash and other property
receivable upon the reclassification, consolidation, merger, sale, transfer or
share exchange by a holder of the number of shares of Common Stock into which
such share of the Series F Dividend Preferred Stock would have been convertible,
which shall be a fraction (x) the numerator of which is the face amount of the
Series F Dividend Preferred Stock and (y) the denominator of which is the volume
weighted average price of the Common Stock on the business day immediately prior
to the effectiveness of the reclassification, consolidation, merger, sale,
transfer or share exchange; or (iii) permit each share of the Series F Dividend
Preferred Stock then outstanding to remain outstanding with modified conversion
rights, so that such shares may be converted into the kind and amount of
securities, cash and other property receivable upon the reclassification,
consolidation, merger, sale, transfer or share exchange by a holder of the
number of shares of Common Stock into which such share of the Series F Dividend
Preferred Stock would have been convertible had such share been previously
converted.
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Item 2. Exhibits
Exhibit No. Description
3.1 Articles of Incorporation of CRIIMI MAE Inc., as amended
(incorporated by reference to Exhibit 3(c) to the Annual
Report on Form 10-K filed with the Securities and Exchange
Commission on April 13, 1999).
3.2 Bylaws of CRIIMI MAE Inc., as amended (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form
S-3 filed with the Securities and Exchange Commission on June
9, 1997).
3.3 Form of Articles Supplementary with respect to Series F
Redeemable Cumulative Dividend Preferred Stock.
3.4 Articles Supplementary with respect to Series A Cumulative
Convertible Preferred Stock (incorporated by reference
to Exhibit 4.1 to the Registration Statement on Form S-3
filed with the Securities and Exchange Commission on June 26,
1996).
3.5 Articles Supplementary with respect to Series B Cumulative
Convertible Preferred Stock (incorporated by reference
to Exhibit 4.1 to the Registration Statement on Form S-3
filed with the Securities and Exchange Commission on August
7, 1996).
3.6 Articles Supplementary with respect to Series C Cumulative
Convertible Preferred Stock (incorporated by reference to
Exhibit 4.1 to the Form 8-K filed with the Securities and
Exchange Commission on September 23, 1997).
3.7 Articles Supplementary with respect to Series D Cumulative
Convertible Preferred Stock (incorporated by reference to
Exhibit 4.1 to the Form 8-K filed with the Securities and
Exchange Commission on August 3, 1998).
99 Form of specimen certificate representing Series F Redeemable
Cumulative Dividend Preferred Stock
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
CRIIMI MAE INC.
By: /s/ David B. Iannarone
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Name: David B. Iannarone
Title: Senior V.P./General
Counsel
/s/ September 15, 1999
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EXHIBIT INDEX
Exhibit No. Description
3.1 Articles of Incorporation of CRIIMI MAE Inc., as amended
(incorporated by reference to Exhibit 3(c) to the Annual
Report on Form 10-K filed with the Securities and Exchange
Commission on April 13, 1999).
3.2 Bylaws of CRIIMI MAE Inc., as amended (incorporated by
reference to Exhibit 4.2 to the Registration Statement on Form
S-3 filed with the Securities and Exchange Commission on June
9, 1997).
3.3 Form of Articles Supplementary with respect to Series
F Redeemable Cumulative Dividend Preferred Stock.
3.4 Articles Supplementary with respect to Series A Cumulative
Convertible Preferred Stock (incorporated by reference
to Exhibit 4.1 to the Registration Statement on Form S-3
filed with the Securities and Exchange Commission on June 26,
1996).
3.5 Articles Supplementary with respect to Series B Cumulative
Convertible Preferred Stock (incorporated by reference
to Exhibit 4.1 to the Registration Statement on Form S-3
filed with the Securities and Exchange Commission on August
7, 1996).
3.6 Articles Supplementary with respect to Series C Cumulative
Convertible Preferred Stock (incorporated by reference to
Exhibit 4.1 to the Form 8-K filed with the Securities and
Exchange Commission on September 23, 1997).
3.7 Articles Supplementary with respect to Series D Cumulative
Convertible Preferred Stock (incorporated by reference to
Exhibit 4.1 to the Form 8-K filed with the Securities and
Exchange Commission on August 3, 1998).
99 Form of specimen certificate representing Series F
Redeemable Cumulative Dividend Preferred Stock.
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Exhibit 3.3
FORM
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ARTICLES SUPPLEMENTARY
TO THE
ARTICLES OF INCORPORATION
OF
CRIIMI MAE INC.
SERIES F REDEEMABLE CUMULATIVE DIVIDEND PREFERRED STOCK (CONVERTIBLE DURING
THE PERIOD OF TEN (10) BUSINESS DAYS AFTER THE FIFTH BUSINESS DAY AFTER THE
INITIAL ISSUE DATE AND DURING THE PERIOD OF TEN (10) BUSINESS DAYS ENDING NINETY
(90) CALENDAR DAYS AFTER THE INITIAL ISSUE DATE OR THE FIRST BUSINESS DAY
THEREAFTER)
CRIIMI MAE INC., a Maryland corporation (the "Corporation"), by and through
its undersigned Senior Vice President, does hereby certify that:
FIRST: On September 14, 1999, the Board of Directors of the Corporation
(the "Board of Directors"), pursuant to Section 2-105 of the Maryland General
Corporation Law (the "MGCL") and Article SIXTH of the Articles of Incorporation
of the Corporation, duly classified 1,610,000 unissued shares of the
Corporation's preferred stock, $0.01 par value per share, into a series of
preferred stock designated "Series F Redeemable Cumulative Dividend Preferred
Stock (convertible during the period of ten (10) Business Days after the fifth
Business Day after the Initial Issue Date and during the period of ten (10)
Business Days ending ninety (90) calendar days after the Initial Issue Date or
the first Business Day thereafter)" and established and fixed the preferences,
conversion or other rights, voting powers, restrictions as to dividends,
qualifications and terms and conditions of redemption of such series of
preferred stock, and authorized the execution and delivery of these Articles
Supplementary to the Maryland State Department of Assessments and Taxation for
filing pursuant to Section 2-208 of the MGCL.
SECOND: The Series F Dividend Preferred Stock shall be subject to all of
the provisions of the Corporation's Articles of Incorporation relating to the
stock of the Corporation generally and shall have the preferences, conversion
and other rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption, as set by the Board of
Directors, as follows:
Section 1. Definitions. For the purposes of these Articles
Supplementary, the following terms have the meanings indicated:
"Articles of Incorporation" means the Articles of Incorporation of the
Corporation as in effect from time to time.
"Average Price" for a given Pricing Period means (a) the Volume
Weighted Average Price of the Common Stock traded during such Pricing
Period utilizing the Bloomberg Equity HP function, or, if that
information is not available, (b) the average of the sum of the average
daily high and low sale prices for the Common Stock for each Trading Day
during such Pricing Period, as reported by the New York Stock Exchange or
the American Stock Exchange or any successor thereto weighted by the number
of shares traded for that day or, if that information is not available, (c)
the average of the sum of the daily averages of the last reported high bid
and low asked quotations for the Common Stock for each Trading Day during
such Pricing Period, as quoted by the Nasdaq National Market System or any
successor thereto.
"Board" and "Board of Directors" means the Board of Directors of the
Corporation.
"Business Day" means any day other than a Saturday, Sunday or the
Friday after Thanksgiving, or a day on which banking institutions in the
State of Maryland are authorized or obligated by law or executive order to
close.
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"Common Stock" means the common stock, par value $0.01 per share, of
the Corporation.
"Conversion Period" has the meaning ascribed thereto in Section 9(a).
"Corporation" means CRIIMI MAE Inc., a Maryland corporation.
"Dividend Parity Stock" has the meaning ascribed thereto in
Section 3(a)(3).
"Dividend Period" has the meaning ascribed thereto in Section 3(a)(1).
"Dividend Rate" means 12%.
"Holder Conversion Notice" has the meaning ascribed thereto in
Section 9(d)(1).
"Initial Issue Date" has the meaning ascribed thereto in Section
3(a)(1).
"Junior Capital Stock" has the meaning ascribed thereto in Section
2(b).
"Liquidation Parity Stock" has the meaning ascribed thereto in Section
8(a).
"Liquidation Value" means, with respect to a share of Series F
Dividend Preferred Stock, $10.00.
"MGCL" means the Maryland General Corporation Law, as amended, as the
same may be in effect from time to time.
"Parity Capital Stock" has the meaning ascribed thereto in Section
2(b).
"Person" means any individual, firm, corporation or other entity, and
includes any successor (by merger or otherwise) of such entity.
"Preferred Stock" means the preferred stock, par value $0.01 per
share, of the Corporation.
"Pricing Period" means the ten (10) Trading Days ending one day prior
to the date a holder of the Series F Dividend Preferred converts his or her
shares during a Conversion Period.
"Redemption Date" has the meaning ascribed thereto in Section 6(a).
"Redemption Price" means, with respect to a share of Series F Dividend
Preferred Stock, $10.00.
"REIT" means a real estate investment trust for federal income tax
purposes.
"Sale Price" has the meaning ascribed thereto in Section 9(d)(3).
"Senior Capital Stock" has the meaning ascribed thereto in Section
2(b).
"Series A Preferred Stock" means the Corporation's Series A Cumulative
Convertible Preferred Stock, par value $0.01 per share.
"Series B Preferred Stock" means the Corporation's Series B Cumulative
Convertible Preferred Stock, par value $0.01 per share.
"Series C Preferred Stock" means the Corporation's Series C Cumulative
Convertible Preferred Stock, par value $0.01 per share.
"Series D Preferred Stock" means the Corporation's Series D Cumulative
Convertible Preferred Stock, par value $0.01 per share
"Series F Dividend Declaration Date" means the date on which the Board
of Directors declares a dividend with respect to the Series F Dividend
Preferred Stock.
"Series F Dividend Preferred Stock" has the meaning ascribed thereto
in Section 2(a).
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"Subsidiary" of any Person means any corporation or other entity of
which a majority of the voting power of the voting equity securities, or
equity interest, is owned, directly or indirectly, by such Person.
"Trading Day" means any day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open
for the transaction of business or, if the Common Stock is not listed or
admitted to trading on any national securities exchange, a Business Day.
"Volume Weighted Average Price of the Common Stock" for a given period
means the quotient of (i) the aggregate dollar value obtained by
multiplying (a) the number of shares traded at each given price during such
period, by (b) such price, divided by (ii) the total number of shares
traded during such period.
Section 2. Designation Number; Rank.
(a) Designation. The shares of the series of Preferred Stock
designated pursuant hereto shall be designated as "Series F Redeemable
Cumulative Dividend Preferred Stock (convertible during the period of ten
(10) Business Days after the fifth Business Day after the Initial Issue
Date and during the period of ten (10) Business Days ending ninety (90)
calendar days after the Initial Issue Date or the first Business Day
thereafter)" (the "Series F Dividend Preferred Stock"). The number of
shares initially constituting the Series F Dividend Preferred Stock shall
be 1,610,000 which number may be decreased (but not increased) by the Board
of Directors without a vote of the holders of Series F Dividend Preferred
Stock; provided, however, that such number may not be decreased below the
number of shares of Series F Dividend Preferred Stock outstanding at the
effective time of such reduction.
(b) Rank. The Series F Dividend Preferred Stock shall, with respect to
dividend rights and rights upon liquidation, dissolution or winding up,
rank (i) senior to the Common Stock and to all other capital stock of the
Corporation the terms of which specifically provide that such capital stock
ranks junior to the Series F Dividend Preferred Stock with respect to
dividend rights and/or rights upon liquidation, dissolution or winding up
of the Corporation (collectively, such other capital stock being referred
to as the "Junior Capital Stock"); (ii) pari passu with all capital stock
of the Corporation the terms of which specifically provide that such
capital stock ranks pari passu with the Series F Dividend Preferred Stock
with respect to dividend rights and/or rights upon liquidation, dissolution
or winding up of the Corporation (collectively, such capital stock being
referred to as the "Parity Capital Stock"); and (iii) junior to (v) the
Series A Preferred Stock, (w) the Series B Preferred Stock, (x) the Series
C Preferred Stock, (y) the Series D Preferred Stock, and (z) all other
capital stock of the Corporation the terms of which specifically provide
that such capital stock ranks senior to the Series F Dividend Preferred
Stock with respect to dividend rights and/or rights upon liquidation,
dissolution or winding up of the Corporation (collectively, such capital
stock being referred to as the "Senior Capital Stock").
(c) Savings Clause. Notwithstanding anything otherwise provided in
these Articles Supplementary, none of the rights pertaining to dividends
and distributions, and rights upon liquidation, dissolution and winding up
attributable to the Series F Dividend Preferred Stock, may be exercised,
enjoyed or received unless the corresponding rights of the Senior Capital
Stock have been fully exercised, enjoyed or received.
<PAGE>10
Section 3. Dividends and Distributions.
(a) Dividends.
(1) The holders of shares of Series F Dividend Preferred Stock,
in preference to the holders of shares of Common Stock and
of shares of any Junior Capital Stock that ranks junior to
the Series F Dividend Preferred Stock as to the payment of
dividends shall be entitled to receive, when, as and if
declared by the Board of Directors, out of the assets of the
Corporation legally available therefor, cumulative dividends
at the Dividend Rate, payable no more than sixty (60)
calendar days following the Series F Dividend Declaration
Date. Such dividends shall be declared at such intervals as
the Board of Directors, in its discretion, shall determine;
provided, however, that payment of the first dividend on
shares of Series F Dividend Preferred Stock shall be paid no
earlier than the end of the calendar quarter (March 31, June
30, September 30, December 31) in which the Corporation's
Plan of Reorganization becomes effective and thereafter not
more than quarterly, as determined by the Board of Directors
(each such period being referred to as a "Dividend Period").
Dividends shall be fully cumulative from the date of first
issuance of any shares of Series F Dividend Preferred Stock
(the "Initial Issue Date") and, after the payment of the
first dividend, payable not more than quarterly in arrears.
Accrued dividends will not be paid to holders who exercise
their conversion privilege during a Conversion Period on
shares so converted. Dividends will be payable to holders of
record as they appear in the stock records of the
Corporation at the close of business on the applicable
record date set by the Board of Directors. No interest shall
be payable with respect to any dividend payment on Series F
Dividend Preferred Stock that may be in arrears.
(2) Dividends on shares of Series F Dividend Preferred Stock
shall be payable in cash.
(3) Dividends paid on shares of Series F Dividend Preferred
Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares
shall be allocated among all such shares of Series F
Dividend Preferred Stock and all other shares of capital
stock of the Corporation ranking on parity as to dividends
with the Series F Dividend Preferred Stock ("Dividend Parity
Stock") at the time outstanding pro rata, so that the dollar
amount of the dividend declared per share of Series F
Dividend Preferred Stock and the Dividend Parity Stock shall
in all cases bear to each other the same ratio that accrued
dividends per share on the Series F Dividend Preferred Stock
and the Dividend Parity Stock bear to each other.
(4) The Board of Directors may fix a record date for the
determination of holders of shares of the Series F Dividend
Preferred Stock entitled to receive payment of a dividend
declared thereon, which record date shall be no more than
sixty (60) calendar days nor less than ten (10) calendar
days prior to the date fixed for the payment thereof.
(5) Any dividend payment made on shares of the Series F Dividend
Preferred Stock first shall be credited against the earliest
accrued but unpaid dividend due with respect to shares of
the Series F Dividend Preferred Stock which remains payable.
(b) Other Distributions. Holders of shares of the Series F Dividend
Preferred Stock shall not be entitled to receive any dividends or other
distributions except as expressly provided herein.
<PAGE>11
Section 4. Voting. Holders of outstanding shares of Series
F Dividend Preferred Stock shall have the following voting rights:
(a) Limitation on Voting Rights. Holders of shares of Series F
Dividend Preferred Stock shall have no voting rights except as set forth
below or as otherwise required by law.
(b) Election of Two (2) Directors. During any period in which
dividends on the Series F Dividend Preferred Stock are cumulatively in
arrears for not less than six quarterly dividend payments (whether or not
consecutive), then the number of directors constituting the Board of
Directors shall, without further action, be increased by two and the
holders of shares of the Series F Dividend Preferred Stock shall have, in
addition to the other voting rights set forth herein, the exclusive right,
voting separately as a single class, to elect the directors of the
Corporation to fill such newly created directorships, the remaining
directors to be elected by the other classes of stock entitled to vote
therefor at each meeting of stockholders held for the purpose of electing
directors. Such additional voting rights shall continue until such time as
all dividends accumulated on the Series F Dividend Preferred Stock shall
have been paid in full or non-cumulative dividends paid regularly for one
year, at which time such additional directors shall cease to be directors
and such additional voting right of the holders of Series F Dividend
Preferred Stock shall terminate subject to revesting in the event of each
and every subsequent cumulative arrearage for not less than six (6)
quarterly periods as contemplated by the first sentence of this Section. In
no event shall the holders of Series F Dividend Preferred Stock voting
separately as a class be entitled to elect a total of more than two
directors to the Board of Directors pursuant to this Section 4(b).
(c) Procedural Matters.
(1) The voting rights of holders of shares of Series F Dividend
Preferred Stock set forth in Section 4(b) above may be
exercised at any annual meeting of stockholders or at a
special meeting of stockholders held for such purpose as
hereinafter provided or at any adjournment thereof, or by
the unanimous written consent, delivered to the Secretary of
the Corporation, of the holders of the outstanding shares of
Series F Dividend Preferred Stock. Unless such right has
been exercised by the unanimous written consent of all
holders of Series F Dividend Preferred Stock, the Chairman
of the Board of Directors may call, and upon the written
request of holders of record of at least twenty percent
(20%) of the outstanding shares of Series F Dividend
Preferred Stock, addressed to the Secretary of the
Corporation at the principal office of the Corporation,
shall call, a special meeting of the holders of shares
entitled to vote as provided herein. Such meeting shall be
held not more than sixty (60) calendar days after delivery
of such request to the Secretary, at the place and upon the
notice provided by law and in the Bylaws of the Corporation
for the holding of special meetings of stockholders.
(2) At each meeting of stockholders at which the holders of
shares of Series F Dividend Preferred Stock shall have the
right, as provided in this Section 4, to take any action,
the presence in person or by proxy of the holders of record
of a majority of the total number of shares of Series F
Dividend Preferred Stock then outstanding and entitled to
vote on the matter shall be necessary and sufficient to
constitute a quorum. At any such meeting or at any
adjournment thereof:
(A) the absence of a quorum of the holders of shares of
Series F Dividend Preferred Stock shall not prevent the
election of directors or the taking of any other action
by the holders of any other class(es) or series of the
Corporation's capital stock, and the absence of a
quorum of the holders of shares of any other class or
series of the Corporation's capital stock shall not
prevent the taking of any action by the holders of
Series F Dividend Preferred Stock as provided in this
Section 4; and
<PAGE>12
(B) in the absence of a quorum of the holders of shares of
Series F Dividend Preferred Stock, a majority of the
holders of shares of Series F Dividend Preferred Stock,
present in person or by proxy, shall have the power to
adjourn the meeting as to the actions to be taken by
the holders of shares of Series F Dividend Preferred
Stock from time to time and place to place without
notice other than announcement at the meeting until a
quorum shall be present.
(3) For the taking of any action as provided in this Section 4
by the holders of Series F Dividend Preferred Stock, each
such holder shall have one (1) vote for each share of Series
F Dividend Preferred Stock in such holder's name on the
stock transfer books of the Corporation as of any record
date fixed for such purpose or, if no such date be fixed, at
the close of business on the Business Day next preceding the
day on which notice is given, or if notice is waived, at the
close of business on the Business Day next preceding the day
on which the meeting is held.
Section 5. Certain Restrictions.
(a) On Dividends. If any shares of Series F Dividend Preferred Stock are
outstanding, then the Corporation shall not, other than pursuant to Section
3(a)(3), declare, make, pay or set apart for payment or distribution any
dividends or other distributions for any period on the Common Stock, any series
or class of Dividend Parity Stock or any series or class of Junior Capital Stock
that ranks junior to the Series F Dividend Preferred Stock with respect to
dividend rights, unless full cumulative dividends have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for such payment on all shares of Series F Dividend Preferred Stock
entitled thereto.
(b) On Redemptions, Repurchases and Reacquisitions. If any shares of Series
F Dividend Preferred Stock are outstanding, the Corporation shall not redeem,
purchase or otherwise acquire for any consideration (or pay or make available
money for a sinking fund for the redemption of) any Common Stock or any Junior
Capital Stock (except by conversion into or exchange for Common Stock or Junior
Capital Stock) unless full cumulative dividends have been or contemporaneously
are declared and paid, or declared and a sum sufficient for the payment thereof
set apart for such payment on the Series F Dividend Preferred Stock for all past
dividend periods through and including the date fixed for redemption, purchase
or acquisition, provided, however, that the foregoing shall not prevent the
purchase or acquisition of any shares of capital stock of the Corporation by the
Corporation (i) to the extent necessary, in the reasonable judgment of the Board
of Directors, in order to preserve the status of the Corporation as a REIT or
(ii) pursuant to a purchase or exchange offer made on comparable terms to all
holders of outstanding shares of capital stock of the Corporation. For purposes
of this Section 5(b), the date to be fixed for redemption, purchase or
acquisition shall be set by resolution of the Board of Directors.
(c) On Actions by Subsidiaries. The Corporation shall not permit any
Subsidiary of the Corporation to purchase or otherwise acquire for consideration
any shares of capital stock of the Corporation unless the Corporation could,
pursuant to Section 5(b), purchase or otherwise acquire such shares at such time
and in such manner.
<PAGE>13
Section 6. Redemption.
(a) Time; Price; Rights Upon Call for Redemption. Shares of Series F
Dividend Preferred Stock shall not be redeemable in whole or in part prior to
the first (1st) annual anniversary of the Initial Issue Date. On or after such
first (1st) annual anniversary, to the extent the Corporation shall have funds
legally available therefor, the Series F Dividend Preferred Stock shall be
subject to redemption in whole or in part, in cash or shares of Parity Capital
Stock, at the election of the Corporation in its sole discretion, at any time or
from time to time, at the Redemption Price, together, in each case with an
amount equal to any accrued and unpaid dividends to (and including) the date
fixed for redemption (the "Redemption Date"). For purposes of determining
dividends due and payable in respect of shares of Series F Dividend Preferred
Stock called for redemption pursuant to this Section 6(a), the Redemption Date
shall be the last Series F Dividend Declaration Date preceding the Redemption
Date. On and after the Redemption Date, provided that the aggregate Redemption
Price (including any accrued and unpaid dividends to (and including) the date
fixed for redemption) for all shares of Series F Dividend Preferred Stock called
for redemption has been duly paid or deposited in trust for the benefit of the
holders of the Series F Dividend Preferred Stock, dividends shall cease to
accrue on the Series F Dividend Preferred Stock called for redemption, such
shares shall no longer be deemed to be outstanding and all rights of the holders
of such shares shall cease, except only the right to receive the monies payable
upon such redemption, without interest thereon, upon surrender of the
certificates evidencing such shares. Any monies deposited in trust by the
Corporation and unclaimed at the end of two (2) years from the Redemption Date
shall be repaid to the Corporation upon its written request, after which
repayment the holders of shares of Series F Dividend Preferred Stock so called
for redemption shall look only to the Corporation for the payment thereof.
(b) Procedural Matters. Notice of any redemption pursuant to Section 6(a)
shall be given to the holders of shares of Series F Dividend Preferred Stock not
less than thirty (30) or more than forty-five (45) calendar days prior to the
Redemption Date. Notice of redemption shall be given by first class mail to each
such holder's address as shown on the stock transfer books of the Corporation
and shall specify (i) the Redemption Date; (ii) the total number of shares of
Series F Dividend Preferred Stock to be redeemed; (iii) the number of shares of
Series F Dividend Preferred Stock to be redeemed from such holder; (iv) the per
share Redemption Price and the aggregate Redemption Price for all shares to be
redeemed from such holder; (v) the place or places where certificates for shares
of Series F Dividend Preferred Stock are to be surrendered for payment of the
Redemption Price; and (vi) that dividends on the shares of Series F Dividend
Preferred Stock to be redeemed will cease to accrue on the Redemption Date. If
less than all shares of Series F Dividend Preferred Stock then outstanding are
to be redeemed, shares of Series F Dividend Preferred Stock will be redeemed pro
rata from among the holders of shares of Series F Dividend Preferred Stock then
outstanding.
<PAGE>14
Section 7. Reacquired Shares. Any shares of Series F Dividend
Preferred Stock converted, redeemed, purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled
promptly after the acquisition thereof. All such shares of Series F Dividend
Preferred Stock shall, upon their cancellation, and upon the filing of
appropriate articles supplementary with the Maryland State Department of
Assessments and Taxation, become authorized but unissued shares of Preferred
Stock and may be reissued as part of any series of Preferred Stock subject to
the conditions or restrictions on issuance set forth herein, to the extent
any Series F Dividend Preferred Stock remains outstanding.
Section 8. Liquidation; Dissolution; Winding up.
(a) Generally. Upon any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation, before any distribution or
payment shall be made to the holders of any shares of Common Stock or any class
or series of Junior Capital Stock that ranks junior to the Series F Dividend
Preferred Stock as to distribution of assets upon any liquidation, dissolution
or winding up of the Corporation, the holders of Series F Dividend Preferred
Stock shall be entitled to receive, out of assets of the Corporation legally
available for distribution to stockholders, liquidating distributions in the
amount of the Liquidation Value, plus an amount equal to any dividends accrued
and unpaid thereon as of the date of liquidation, dissolution or winding up.
After payment of the full amount of the liquidating distributions to which they
are entitled, the holders of Series F Dividend Preferred Stock will have no
right or claim to any of the remaining assets of the Corporation. In the event
that, upon any such voluntary or involuntary liquidation, dissolution or winding
up, the available assets of the Corporation are insufficient to pay the amount
of the liquidating distributions on all outstanding shares of Series F Dividend
Preferred Stock and the corresponding amounts payable on all shares of Parity
Capital Stock that ranks pari passu with the Series F Dividend Preferred Stock
as to the distribution of assets upon liquidation, dissolution or winding up
("Liquidation Parity Stock"), then the holders of Series F Dividend Preferred
Stock and all other such classes or series of Liquidation Parity Stock shall
share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.
(b) Excluded Transactions. Neither the consolidation, merger or other
business combination of the Corporation with or into any other Person, nor the
sale, lease or conveyance of all or substantially all of the property or
business of the Corporation shall be deemed to constitute a liquidation,
dissolution or winding up of the Corporation for purposes of this Section 8.
<PAGE>15
Section 9. Conversion.
(a) Conversion Period. During the period of ten (10) Business Days after
the fifth Business Day after the Initial Issue Date and during the period of ten
(10) Business Days ending ninety (90) calendar days after the Initial Issue Date
or the first Business Day thereafter (each, a "Conversion Period"), each
outstanding share of Series F Dividend Preferred Stock shall be convertible, at
the sole option of the holder thereof, into fully paid and nonassessable shares
of Common Stock; provided, however, that in no event may a holder of Series F
Dividend Preferred Stock convert a share of Series F Dividend Preferred Stock
into Common Stock if such conversion would result in violation of Article
EIGHTEENTH of the Articles of Incorporation. For purpose of these Articles
Supplementary, "beneficial ownership" shall be determined in accordance with
Rule 13d-3 of the Securities Exchange Act of 1934, as amended.
(b) Common Stock Issuable Upon Conversion. The number of shares of Common
Stock deliverable upon conversion of a share of Series F Dividend Preferred
Stock during a Conversion Period shall be equal to a fraction (i) the numerator
of which is the Liquidation Value of the Series F Dividend Preferred Stock and
(ii) the denominator of which, subject to Section 9(c), is the Average Price for
the Pricing Period.
(c) Limitations on Conversion Price. Anything to the contrary contained in
Section 9(b) or Section 9(d)(5) notwithstanding, in no event shall the Average
Price used to compute the number of shares of Common Stock issuable upon
conversion be less than fifty percent (50%) of the Volume Weighted Average Price
of the Common Stock on the Initial Issue Date. In the event that the Average
Price is less than the floor set forth in the preceding sentence, then the
number of shares of Common Stock issuable upon conversion shall be computed by
reference to such floor.
(d) Procedural Matters.
(1) During either Conversion Period, holders of Series F
Dividend Preferred Stock may convert their shares of Series
F Dividend Preferred Stock into Common Stock by surrendering
to the Corporation's transfer agent, Registrar and Transfer
Company (the "Transfer Agent"), at its offices in Cranford,
New Jersey, the certificate(s) of such Series F Dividend
Preferred Stock to be converted, properly endorsed and
medallion certified, and accompanied by a written notice
stating that such holder elects to convert all or a
specified whole number of such shares in accordance with the
provisions of this Section 9 and specifying the name or
names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued (a
"Holder Conversion Notice"). In case a Holder Conversion
Notice shall specify a name or names other than that of such
holder, such Holder Conversion Notice shall be accompanied
by payment of all transfer taxes, if any, payable upon the
issuance of shares of Common Stock in such name or names.
Other than fees to the Transfer Agent, the Corporation will
not pay any issue or other taxes that may be payable in
respect of any issue or delivery of shares of Common Stock
on conversion of Series F Dividend Preferred Stock pursuant
hereto.
<PAGE>16
(2) As promptly as practicable, and in any event within five (5)
Business Days after the date of delivery of the
certificate(s) representing shares of Series F Dividend
Preferred Stock to be converted, together with a Holder
Conversion Notice (or, if the share certificate(s) and
Holder Conversion Notice are delivered separately, then
within five (5) Business Days after the date of delivery of
the later document(s) to be so delivered), the Corporation
shall deliver or cause to be delivered (i) one or more
certificates representing the number of validly issued,
fully paid and nonassessable full shares of Common Stock to
which the holder of shares of Series F Dividend Preferred
Stock being converted shall be entitled and (ii) if less
than the full number of shares of Series F Dividend
Preferred Stock evidenced by the surrendered certificate(s)
is being converted, a new certificate or certificates, of
like tenor, for the number of shares of Series F Dividend
Preferred Stock evidenced by such surrendered
certificate(s), less the number of shares being converted.
All conversions shall be deemed to have been made at the
close of business on the later of the date of delivery of
the Holder Conversion Notice or the date of delivery of the
certificate(s) representing the shares being converted (if
different), or if such date is not a Business Day, as of the
close of business on the next succeeding Business Day, so
that the rights of the holder thereof as to the shares being
converted shall cease, except only the right to receive
shares of Common Stock in accordance herewith, and the
Person entitled to receive the shares of Common Stock shall
be treated for all purposes as having become the record
holder of such shares of Common Stock at the close of
business on such date. The Corporation shall not be required
to convert, and no surrender of shares of Series F Dividend
Preferred Stock shall be effective for that purpose, while
the stock transfer books of the Corporation for the Common
Stock are closed for any purpose (but not for any period in
excess of ten (10) calendar days); provided that the
surrender of shares of Series F Dividend Preferred Stock for
conversion during any period while such books are so closed
shall become effective for conversion immediately upon the
reopening of such books, as if the conversion had been made
on the date such shares of Series F Dividend Preferred Stock
were surrendered, or if such date is not a Business Day, as
of the close of business on the next succeeding Business
Day.
(3) No fractions of shares of Common Stock shall be issued in
connection with the conversion of any shares of Series F
Dividend Preferred Stock, but in lieu thereof the
Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to the same fraction
of Sale Price (as defined below) of the Common Stock at the
close of business on the day of conversion. In the absence
of a Sale Price, the Board of Directors shall in good faith
determine the current market price on the basis of such
quotation as it considers appropriate. As used herein, "Sale
Price" means the closing sales price of the Common Stock (or
if no sales price is reported, the average of the high bid
and low asked prices) as reported by the principal national
or regional stock exchange on which the Common Stock is
listed or, if the Common Stock is not listed on a national
or regional stock exchange, as reported by the Nasdaq Stock
Market and if not so reported, then as reported by the
National Quotation Bureau Incorporated. If more than one
share of Series F Dividend Preferred Stock shall be
surrendered for conversion by the same holder during the
same Conversion Period, the number of full shares of Common
Stock issuable on conversion thereof shall be computed on
the basis of the total number of shares of Series F Dividend
Preferred Stock so surrendered.
<PAGE>17
(4) The Corporation shall at all times endeavor to reserve and
keep available for issuance upon the conversion of the
Series F Dividend Preferred Stock such number of its
authorized but unissued shares of Common Stock as will from
time to time be sufficient to permit the conversion of all
outstanding shares of Series F Dividend Preferred Stock, and
to take all action required to increase the authorized
number of shares of Common Stock if necessary to permit the
conversion of all outstanding shares of Series F Dividend
Preferred Stock.
(5) In case of any reclassification of the Common Stock, any
consolidation of the Corporation with, or merger of the
Corporation into, any other entity, any merger of another
entity into the Corporation (other than a merger that does
not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of Common Stock), any
sale or transfer of all or substantially all of the assets
of the Corporation or any compulsory share exchange,
pursuant to which the Common Stock is converted into other
securities, cash or other property, then the Corporation (or
successor entity), at its election and in its sole
discretion, may (i) notwithstanding Section 6(a), redeem
each share of the Series F Dividend Preferred Stock then
outstanding at the Redemption Price, together, in each case
with an amount equal to any accrued and unpaid dividends to
(and including) the last Series F Dividend Declaration Date
preceding the date fixed for redemption; or (ii) convert
each share of the Series F Dividend Preferred Stock then
outstanding into the kind and amount of securities, cash and
other property receivable upon the reclassification,
consolidation, merger, sale, transfer or share exchange by a
holder of the number of shares of Common Stock into which
such share of the Series F Dividend Preferred Stock would
have been convertible, which shall be a fraction (x) the
numerator of which is the Liquidation Value of the Series F
Dividend Preferred Stock and (y) the denominator of which,
subject to Section 9(c), is the Volume Weighted Average
Price of the Common Stock on the Business Day immediately
prior to the effectiveness of the reclassification,
consolidation, merger, sale, transfer or share exchange; or
(iii) notwithstanding Section 9(a) or anything to the
contrary herein, permit each share of the Series F Dividend
Preferred Stock then outstanding to remain outstanding with
modified conversion rights, so that such shares may be
converted into the kind and amount of securities, cash and
other property receivable upon the reclassification,
consolidation, merger, sale, transfer or share exchange by a
holder of the number of shares of Common Stock into which
such share of the Series F Dividend Preferred Stock would
have been convertible had such share been converted pursuant
to this Section 9(d)(5)(ii). The Person formed by the
consolidation or resulting from the merger or which acquires
such assets or which acquires the Corporation's shares, as
the case may be, shall make provisions in its certificate or
articles of incorporation or other constituent document to
establish such rights. The certificate or articles of
incorporation or other constituent document shall provide
for adjustments, which, for events subsequent to the
effective date of the certificate or articles of
incorporation or other constituent document, shall be as
nearly equivalent as may be practicable to the adjustments
provided for in this Section 9. The provisions of this
Section 9(d)(5) shall similarly apply to successive
reclassification, consolidations, mergers, sales, transfers
or share exchanges.
<PAGE>18
Section 10. REIT Status. Nothing contained in these Articles
Supplementary or the Articles of Incorporation shall limit the authority
of the Board of Directors to take such other action as it deems necessary
or advisable to protect the Corporation and the interests of the stockholders
by preservation of the Corporation's qualification as a REIT under the REIT
Provisions (as defined in the Articles of Incorporation), including,
without limitation, the enforcement of the provisions of Article
EIGHTEENTH of the Articles of Incorporation and payment of dividends in the
form of Parity Capital Stock or Junior Capital Stock.
Section 11. Amendment. These Articles Supplementary may be amended,
revised or otherwise altered by the consent, at a meeting or otherwise, of a
majority of the shares of the Series F Dividend Preferred Stock issued and
outstanding at the time of any such amendment, revision or alteration.
<PAGE>19
IN WITNESS WHEREOF, this instrument has been executed for and on behalf and
in the name of the Corporation by its officers thereunto duly authorized on the
15 day of September, 1999.
CRIIMI MAE INC.
By: /s/ David B. Iannarone
-----------------------
Name: David B. Iannarone
Title: Senior V.P./General
Counsel
Attest:
By: /s/ Nancy E. Currier
-----------------------
Print Name: Nancy E. Currier
Title: Assistant Secretary
<PAGE>20
THE UNDERSIGNED, Senior V.P./General Counsel of the Corporation, who
executed on behalf of the Corporation Articles Supplementary of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act
of said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.
By: /s/ David B. Iannarone
-----------------------
Name: David B. Iannarone
Title: Senior V.P./General
Counsel
<PAGE>21
Exhibit 99
[FRONT]
TEMPORARY CERTIFICATE-EXCHANGEABLE FOR DEFINITIVE WHEN AVAILABLE FOR DELIVERY
SERIES F REDEEMABLE CUMULATIVE
DIVIDEND PREFERRED STOCK
THIS CERTIFICATE IS TRANSFERABLE
IN THE CITY OF NEW YORK, NEW YORK
OR IN NEW JERSEY
CRIIMI MAE Inc.
(INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND)
SEE REVERSE FOR
RESTRICTIONS ON
TRANSFER AND DEFINITIONS.
CUSIP 226603306
This Certifies that is the owner of .
------------------ --------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES F REDEEMABLE CUMULATIVE DIVIDEND
PREFERRED STOCK (CONVERTIBLE DURING THE PERIOD OF TEN (10) BUSINESS DAYS AFTER
THE FIFTH BUSINESS DAY AFTER THE INITIAL ISSUE DATE AND DURING THE PERIOD OF TEN
(10) BUSINESS DAYS ENDING NINETY (90) CALENDAR DAYS AFTER THE INITIAL ISSUE DATE
OR THE FIRST BUSINESS DAY THEREAFTER), PAR VALUE OF ONE CENT ($.01) EACH, OF
CRIIMI MAE Inc. transferable on the books of the Corporation by the
owner in person, or by duly authorized attorney, upon the surrender of
this Certificate properly endorsed or assigned. This Certificate and the shares
represented hereby are subject to the laws of the State of Maryland and to the
Articles of Incorporation and By-laws of the Corporation, as now or hereafter
amended.
This Certificate is not valid unless countersigned and registered by the
Transfer Agent and by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated
COUNTERSIGNED AND REGISTERED: CHAIRMAN OF THE BOARD
REGISTRAR AND TRANSFER COMPANY
(NEW JERSEY)
TRANSFER AGENT AND REGISTRAR
BY
[SEAL 1993]
AUTHORIZED SIGNATURE SECRETARY
<PAGE>23
[BACK]
CRIIMI MAE Inc.
Article EIGHTEENTH of the Corporation's Articles of Incorporation places
certain restrictions on the ownership of the Corporation's capital stock,
including limitations as to rights to acquire the Corporation's capital stock,
in an aggregate amount in excess of 9.8% of the outstanding capital stock of the
Corporation. The Corporation will furnish to any shareholder, upon request and
without charge, a full or summary statement of (1) the designations,
preferences, limitations, restrictions, and relative rights of the shares of
each class authorized to be issued, (2) the variations in the relative rights of
the shares of each class authorized to be issued, (2) the variations in the
relative rights and preferences between the shares of each series of preferred
stock so far as the same have been fixed and determined, and (3) the authority
of the board of directors to fix and determine the relative rights and
preferences of subsequent series. Such request may be made to the transfer agent
named on the face hereof or to the secretary of the Corporation.
-----------------------------
NOTICE OF ELECTION TO CONVERT
(CONVERTIBLE INTO COMMON STOCK)
The undersigned hereby irrevocably elects to convert
shares
- --------------------------------------------------------------------------
of Series F Redeemable Cumulative Dividend Preferred Stock, represented by
the within certificate into shares of Common Stock of CRIIMI MAE Inc. (as such
shares may be constituted on the conversion date) in accordance with the
provisions of the Articles of Incorporation, as amended, of the Corporation.
Dated
----------------------
-------------------------
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 UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the entireties (Cust)-------- (Minor)--------
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act
in common ------------------
(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, including zip code of assignee)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
shares of the capital 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.
<PAGE>24
Dated
--------------------- --------------------------------------
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:
--------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
