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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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SPIEKER PROPERTIES, INC.
(Exact name of Registrant as specified in its charter)
MARYLAND 94-3188774
(State of Incorporation or organization) (I.R.S. employer identification no.)
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2180 Sand Hill Road
Menlo Park, California 94025
(Address of principal executive offices) (Zip code)
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If this form relates to the registration If this form relates to the registration of
of a class of debt securities and is a class of debt securities and is to become
effective upon filing pursuant to General effective simultaneously with the
Instructions A(c)(1) please check the effectiveness of a concurrent registration
following box. [ ] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [ ]
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS TO NAME OF EACH EXCHANGE ON WHICH
BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Series C Cumulative New York Stock Exchange
Redeemable Preferred Stock
$.0001 Par Value
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Series C Cumulative Redeemable
Preferred Stock (the "Series C Preferred Stock") included under the
caption "Description of Series C Preferred Stock" in the prospectus
supplement filed by the Registrant pursuant to Rule 424(b) to the
Registrant's Registration Statement on Form S-3 No. 333-35997-01 is
incorporated herein by reference. The Series C Preferred Stock is to be
registered on the New York Stock Exchange.
ITEM 2. EXHIBITS.
(A) Articles of Incorporation of Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-11, Registration No. 33-67906).
(B) Articles Supplementary of the Registrant.
(C) Bylaws of Registrant (incorporated by reference to Exhibit 3.2
to the Registrant's Registration Statement on Form S-11,
Registration No. 33-67906).
(D) Specimen of Registrant's Series C Cumulative Redeemable
Preferred Stock certificate.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Dated: October 9, 1997
SPIEKER PROPERTIES, INC.
By: /s/ Craig G. Vought
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Craig G. Vought
Executive Vice President
Chief Financial Officer
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EXHIBIT INDEX
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Sequentially
Exhibit Description Numbered Page
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A Articles of Incorporation of Registrant (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-11,
Registration No. 33-67906).
B Articles Supplementary of the Registrant.
C Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-11, Registration
No. 33-67906).
D Specimen of Registrant's Series C Cumulative Redeemable Preferred Stock
certificate.
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EXHIBIT B
SPIEKER PROPERTIES, INC.
ARTICLES SUPPLEMENTARY
SPIEKER PROPERTIES, INC., a Maryland corporation, having its principal
office in the City of Baltimore, Maryland (the "Corporation"), hereby certifies
to the Maryland State Department of Assessments and Taxation that:
FIRST: Pursuant to authority expressly vested in the Board of
Directors of the Corporation by the Charter of the Corporation, the Board of
Directors has duly reclassified 6,000,000 shares of the Common Stock (par value
$.0001 per share) of the Corporation into 6,000,000 shares of a class
designated as Series C Cumulative Redeemable Preferred Stock (par value $.0001
per share) of the Corporation ("Series C Preferred Stock") and has provided for
the issuance of such shares.
SECOND: The reclassification increases the number of shares
classified as Series C Preferred Stock from no shares immediately prior to the
reclassification to 6,000,000 shares immediately after the reclassification.
The reclassification decreases the number of shares classified as Common Stock
(par value $.0001 per share) from 660,500,000 shares immediately prior to the
reclassification to 654,500,000 shares immediately after the reclassification.
THIRD: Subject in all cases to the provisions of Article NINTH of the
Charter of the Corporation with respect to Excess Stock, the following is a
description of the preferences, conversion and other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms and
conditions of redemption of Series C Preferred Stock of the Corporation:
1. DESIGNATION AND AMOUNT.
The designation of Series C Preferred Stock described
in Article FIRST hereof shall be "Series C Cumulative Redeemable
Preferred Stock (par value $.0001 per share)." The number of shares
of Series C Preferred Stock to be authorized shall be 6,000,000. The
Series A Preferred Stock, par value $.0001 per share ("Series A
Preferred Stock") and the Series B Cumulative Redeemable Preferred
Stock, par value $.0001 per share ("Series B Preferred Stock"), of the
Corporation rank on a parity as to dividends and amounts upon
liquidation.
2. DIVIDENDS AND DIVIDEND PROVISIONS.
(a) Subject to the rights of series of Preferred
Stock which may from time to time come into existence, holders of
Series C Preferred Stock shall be entitled to receive, when and as
declared by the Board of Directors, out of funds legally available for
the payment of dividends, cumulative preferential cash dividends at
the rate of $1.96875 per annum per share. Such dividends shall be
cumulative from the date of original issue and shall be payable
quarterly in arrears on the last day of January, April, July and
October or, if not a business day, the next succeeding business day
(each, a "Dividend Payment Date"). The first dividend, which will be
due on October 31, 1997, will be for less than a full quarter. Such
first dividend and any dividend payable on Series C Preferred Stock
for any partial dividend period will be computed on the basis of a
360-day year consisting of twelve 30-day months. Dividends will be
payable to holders of record as they appear in the records of the
Corporation at the close of business on the applicable record date,
which shall be on such date designated by the Board of Directors of
the Corporation for the payment of dividends that is not more than 50
nor less than 10 days prior to such Dividend Payment Date (each, a
"Dividend Record Date").
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(b) Dividends on Series C Preferred Stock will
accrue whether or not the Corporation has earnings, whether or not
there are funds legally available for the payment of such dividends
and whether or not such dividends are declared. No interest, or sum
of money in lieu of interest, shall be payable in respect of any
dividend payment or payments on Series C Preferred Stock which may be
in arrears. Holders of the Series C Preferred Stock will not be
entitled to dividends in excess of the full cumulative dividends as
described above.
(c) If, for any taxable year, the Corporation
elects to designate as "capital gain dividends" (as defined in Section
857 of the Internal Revenue Code of 1986, as amended, or any successor
revenue code or section (the "Code")) any portion (the "Capital Gains
Amount") of the total distributions (as determined for federal income
tax purposes) paid or made available for the year to holders of all
classes of capital stock (the "Total Distributions"), then the portion
of the Capital Gains Amount that shall be allocable to holders of
Series C Preferred Stock shall be in the same portion that the Total
Distributions paid or made available to the holders of Series C
Preferred Stock for the year bears to the Total Distributions.
(d) If any shares of Series C Preferred Stock are
outstanding, no dividends shall be declared or paid or set apart for
payment on any shares of series of capital stock of the Corporation
ranking, as to dividends, on a parity with or junior to Series C
Preferred Stock for any period 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 payments on
shares of Series C Preferred Stock for all past dividend periods and
the then current dividend period. When dividends are not paid in full
(or a sum sufficient for such full payment is not set apart) upon the
shares of Series C Preferred Stock and the shares of any other series
of capital stock ranking on parity as to dividends with shares of
Series C Preferred Stock, all dividends declared upon shares of Series
C Preferred Stock and any other series of capital stock ranking on a
parity as to dividends with Series C Preferred Stock shall be declared
pro rata so that the amount of dividends declared per share on Series
C Preferred Stock and such other series of capital stock shall in all
cases bear to each other the same ratio that accrued dividends per
share on Series C Preferred Stock and such other series of capital
stock bear to each other.
(e) Except as provided in Section 2(d), unless
full cumulative dividends on shares of Series C Preferred Stock have
been or contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past
dividend periods and the then current dividend period, no dividends
(other than in shares of Common Stock or other capital stock ranking
junior to Series C Preferred Stock as to dividends and amounts upon
liquidation) shall be declared or paid or set aside for payment or
other dividend shall be declared or made upon the shares of Common
Stock, Class B Common Stock, Class C Common Stock, Series A Preferred
Stock, Series B Preferred Stock or any other capital stock of the
Corporation ranking junior to or on a parity with Series C Preferred
Stock as to dividends or amounts upon liquidation, nor shall any
shares of Common Stock, Class B Common Stock, Class C Common Stock,
Series A Preferred Stock, Series B Preferred Stock or any other
capital stock of the Corporation ranking junior to or on a parity with
Series C Preferred Stock as to dividends or amounts upon liquidation
be redeemed, purchased or otherwise acquired for any consideration (or
any moneys be paid to or made available for a sinking fund for the
redemption of any such capital stock) by the Corporation (except by
conversion into or exchange for other capital stock of the Corporation
ranking junior to Series C Preferred Stock as to dividends and amounts
upon liquidation).
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(f) Any dividend payment made on shares of Series
C Preferred Stock shall first be credited against the earliest accrued
but unpaid dividend due with respect to shares of Series C Preferred
Stock which remains payable.
3. LIQUIDATION RIGHTS.
(a) Subject to the rights of series of Preferred
Stock which may from time to time come into existence, upon any
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation, then, before any distribution or payment
shall be made to the holders of any shares of Common Stock or any
other class or series of capital stock of the Corporation ranking
junior to Series C Preferred Stock in the distribution of assets upon
any liquidation, dissolution or winding up of the affairs of the
Corporation, the holders of shares of Series C Preferred Stock shall
be entitled to receive out of assets of the Corporation legally
available for distribution to stockholders, liquidation distributions
in the amount of the liquidation preference of $25.00 per share, plus
an amount equal to all dividends accrued and unpaid thereon. After
payment of the full amount of the liquidating distributions to which
they are entitled, the holders of shares of Series C Preferred Stock
will have no right or claim to any of the remaining assets of the
Corporation, including the Series A Preferred Stock and the Series B
Preferred Stock. In the event that, upon any such voluntary or
involuntary liquidation, dissolution or winding up of the affairs of
the Corporation, the available assets of the Corporation are
insufficient to pay the amount of the liquidation distributions on all
outstanding shares of Series C Preferred Stock and the corresponding
amounts payable on all shares of other classes or series of capital
stock of the Corporation ranking on a parity with Series C Preferred
Stock in the distribution of assets upon any liquidation, dissolution
or winding up of the affairs of the Corporation ("Parity Stock"), then
the holders of shares of Series C Preferred Stock and 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) A consolidation or merger of the Corporation
with or into any other entity or entities, or a sale, lease,
conveyance or disposition of all or substantially all of the assets of
the Corporation or the effectuation by the Corporation of a
transaction or series of related transactions in which more than 50%
of the voting power of the Corporation is disposed of, shall not be
deemed to be a liquidation, dissolution or winding up of the affairs
of the Corporation within the meaning of this Section 3.
4. REDEMPTION.
(a) Shares of Series C Preferred Stock are not
redeemable prior to October 10, 2002. On and after October 10, 2002,
the Corporation at its option upon not less than 30 nor more than 90
days' written notice may redeem outstanding shares of Series C
Preferred Stock, in whole or in part, at any time or from time to
time, for cash at a redemption price of $25.00 per share, plus an
amount equal to all dividends accrued and unpaid thereon to the date
fixed for redemption, without interest. The redemption price of
shares of Series C Preferred Stock (other than the portion thereof
consisting of accrued and unpaid dividends) is payable solely out of
proceeds from the sale of other capital stock of the Corporation,
which may include Common Stock, Preferred Stock, depositary shares,
interests, participations or other ownership interests in the
Corporation however designated (other than debt securities converted
into or exchangeable for capital stock), and any rights, warrants or
options to purchase any thereof. Holders of shares of Series C
Preferred Stock to be redeemed shall surrender such shares of Series C
Preferred Stock at the place designated in such notice and shall be
entitled to the redemption price and any accrued and unpaid dividends
payable upon such redemption following such surrender. If fewer than
all of the
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outstanding shares of Series C Preferred Stock are to be redeemed, the
number of shares to be redeemed will be determined by the Corporation
and such shares may be redeemed pro rata from the holders of record of
such shares in proportion to the number of such shares held by such
holders (with adjustments to avoid redemption of fractional shares) or
by lot in a manner determined by the Corporation.
(b) Unless full cumulative dividends on all
shares of Series C Preferred Stock and Parity Stock shall have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past
dividend periods and the then current dividend period, no shares of
Series C Preferred Stock or Parity Stock shall be redeemed unless all
outstanding shares of Series C Preferred Stock and Parity Stock are
simultaneously redeemed; provided, however, that the foregoing shall
not prevent the purchase or acquisition of shares of Series C
Preferred Stock or Parity Stock pursuant to a purchase or exchange
offer made on the same terms to holders of all outstanding shares of
Series C Preferred Stock or Parity Stock, as the case may be.
Furthermore, unless full cumulative dividends on all outstanding
shares of Series C Preferred Stock and Parity Stock have been or
contemporaneously are declared and paid or declared and a sum
sufficient for the payment thereof set apart for payment for all past
dividend periods and the then current dividend period, the Corporation
shall not purchase or otherwise acquire directly or indirectly any
shares of Series C Preferred Stock or Parity Stock (except by
conversion into or exchange for shares of capital stock of the
Corporation ranking junior to Series C Preferred Stock and Parity
Stock as to dividends and amounts upon liquidation).
(c) Notice of redemption will be mailed at least
30 days but not more than 90 days before the redemption date to each
holder of record of shares of Series C Preferred Stock at the address
shown on the stock transfer books of the Corporation. Each notice
shall state: (i) the redemption date; (ii) the number of shares of
Series C Preferred Stock to be redeemed; (iii) the redemption price
per share; (iv) the place or places where certificates for shares of
Series C Preferred Stock are to be surrendered for payment of the
redemption price; and (v) that dividends on shares of Series C
Preferred Stock will cease to accrue on such redemption date. If
fewer than all shares of Series C Preferred Stock are to be redeemed,
the notice mailed to each such holder thereof shall also specify the
number of shares of Series C Preferred Stock to be redeemed from each
such holder. If notice of redemption of any shares of Series C
Preferred Stock has been given and if the funds necessary for such
redemption have been set aside by the Corporation in trust for the
benefit of the holders of shares of Series C Preferred Stock so called
redemption, then from and after the redemption date, dividends will
cease to accrue on such shares of Series C Preferred Stock, such
shares of Series C Preferred Stock shall no longer be deemed
outstanding and all rights of the holders of such shares will
terminate, except the right to receive the redemption price.
(d) The holders of shares of Series C Preferred
Stock at the close of business on a Dividend Record Date will be
entitled to receive the dividend payable with respect to such shares
of Series C Preferred Stock on the corresponding Dividend Payment Date
notwithstanding the redemption thereof between such Dividend Record
Date and the corresponding Dividend Payment Date or the Corporation's
default in the payment of the dividend due. Except as provided above,
the Corporation will make no payment or allowance for unpaid
dividends, whether or not in arrears, on shares of Series C Preferred
Stock which have been called for redemption.
(e) Series C Preferred Stock will not be subject
to any sinking fund or mandatory redemption, except as provided in
Article NINTH of the Charter of the Corporation.
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5. VOTING RIGHTS.
(a) Except as indicated in this Section 5, or
except as otherwise from time to time required by applicable law, the
holders of shares of Series C Preferred Stock will have no voting
rights.
(b) If six quarterly dividends (whether or not
consecutive) payable on shares of Series C Preferred Stock or any
Parity Stock are in arrears, whether or not earned or declared, the
number of directors then constituting the Board of Directors of the
Corporation will be increased by two, and the holders of shares of
Series C Preferred Stock, voting together as a class with the holders
of shares of any other series of Parity Stock entitled to such voting
rights (any such other series, the "Voting Preferred Stock"), will
have the right to elect two additional directors to serve on the
Corporation's Board of Directors at any annual meeting of stockholders
or a properly called special meeting of the holders of Series C
Preferred Stock and such other Voting Preferred Stock until all such
dividends have been declared and paid or set aside for payment. The
term of office of all directors so elected will terminate with the
termination of such voting rights.
(c) The approval of a majority of the outstanding
Series C Preferred Stock and all other series of Voting Preferred
Stock similarly affected, voting as a single class is required in
order to (i) enter into a share exchange that affects shares of Series
C Preferred Stock or the Voting Preferred Stock, or consolidate with
or merge the Corporation with or into any other corporation, unless in
each such case each share of Series C Preferred Stock and Voting
Preferred Stock remains outstanding without a material adverse change
to its terms and rights or is converted into or exchanged for
preferred stock of the surviving entity having preferences, conversion
and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms or conditions of redemption
thereof identical to that of a share of Series C Preferred Stock or
the Voting Preferred Stock, or (ii) authorize, reclassify, create, or
increase the authorized amount of any class of stock having rights
senior to Series C Preferred Stock or the Voting Preferred Stock with
respect to the payment of dividends or amounts upon liquidation,
dissolution or winding up of the affairs of the Corporation. However,
the Corporation may create additional classes of Parity Stock and
capital stock ranking junior to Series C Preferred Stock as to
dividends or amounts upon liquidation, dissolution or winding up of
the affairs of the Corporation ("Junior Stock"), increase the
authorized number of shares of Parity Stock and Junior Stock and issue
additional series of Parity Stock and Junior Stock without the consent
of any holder of Series C Preferred Stock.
(d) The approval of two-thirds of the outstanding
Series C Preferred Stock and all other series of Voting Preferred
Stock similarly affected, voting as a single class, is required in
order to amend the Corporation's Articles Supplementary or Charter to
affect materially and adversely the rights, preferences or voting
power of the holders of shares of Series C Preferred Stock or the
Voting Preferred Stock.
(e) Except as provided above and as required by
law, the holders of Series C Preferred Stock are not entitled to vote
on any merger or consolidation involving the Corporation, on any share
exchange or on a sale of all or substantially all of the assets of the
Corporation.
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6. CONVERSION.
The shares of Series C Preferred Stock are not
convertible into or exchangeable for any other property or securities
of the Corporation, except that each share of Series C Preferred Stock
is exchangeable into Excess Stock as provided in Article NINTH of the
Charter of the Corporation.
7. STATUS OF REDEEMED OF REACQUIRED STOCK.
In the event any shares of Series C Preferred Stock
shall be redeemed pursuant to Section 4 hereof or reacquired, the
shares so redeemed or reacquired shall revert to the status of
authorized but unissued shares of Series C Preferred Stock available
for future issuance and reclassification by the Corporation.
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IN WITNESS WHEREOF, SPIEKER PROPERTIES, INC. has caused these
presents to be signed in its name and on its behalf by its Chief Financial
Officer and Executive Vice President and witnessed by its Secretary on October
8, 1997.
WITNESS: SPIEKER PROPERTIES, INC.
/s/ Sara H. Reynolds By: /s/ Craig G. Vought
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Sara H. Reynolds Craig G. Vought
Secretary Chief Financial Officer and
Executive Vice President
THE UNDERSIGNED, Chief Financial Officer and Executive Vice President
of SPIEKER PROPERTIES, INC., who executed on behalf of the Corporation the
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.
/s/ Craig G. Vought
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Craig G. Vought
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EXHIBIT D
Series C Cumulative Series C Cumulative
Redeemable Preferred Stock Redeemable Preferred Stock
SPIEKER
PROPERTIES
CUSIP 848497 30 1
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS CERTIFICATE IS TRANSFERABLE IN
THE CITY OF NEW YORK, NEW YORK
INCORPORATED UNDER THE LAWS
OF THE STATE OF MARYLAND
SPIEKER PROPERTIES, INC.
This certifies that
is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF SERIES C CUMULATIVE REDEEMABLE PREFERRED
STOCK, PAR VALUE $.0001 PER SHARE, OF
SPIEKER PROPERTIES, INC.
transferable on the books of the Corporation by the holder hereof in person or
by a duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered by
the Transfer Agent and Registrar. Witness the facsimile seal of the Corporation
and the facsimile signatures of its duly authorized officers.
Dated:
COUNTERSIGNED AND REGISTERED
THE BANK OF NEW YORK CHAIRMAN AND
TRANSFER AGENT CHIEF EXECUTIVE OFFICER
AND REGISTRAR
BY
AUTHORIZED SIGNATURE SECRETARY
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SPIEKER PROPERTIES, INC.
The shares of Series C Cumulative Redeemable Preferred Stock represented
by this certificate are subject to restrictions on transfer for the purpose of
the Corporation's maintenance of its status as a real estate investment trust
under the Internal Revenue Code of 1986, as amended (the "Code"). No Person may
(1) Beneficially Own or Constructively Own shares of Equity Stock in excess of
9.9% of the value of the outstanding Equity Stock of the Corporation; or (2)
Beneficially Own Equity Stock that would result in the Corporation's being
"closely held" under Section 856(h) of the Code. Any Person who attempts to
Beneficially Own or Constructively Own shares of Equity Stock in excess of the
above limitations must immediately notify the Corporation. All capitalized terms
in this legend have the meanings defined in the Corporation's Charter, as the
same may be further amended from time to time, a copy of which, including the
restrictions on transfer, will be sent without charge to each stockholder who so
requests. If the restrictions on transfer are violated, the shares of Equity
Stock represented hereby will be automatically exchanged for shares of Excess
Stock which will be held in trust by the Corporation.
In addition, the Corporation will furnish to any stockholder on request
and without charge a full statement or summary of the designations and any
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption of the stock of each class which the Corporation is authorized to
issue and the differences in the relative rights and preferences between the
shares of each series, to the extent they have been set, and of the authority of
the Board of Directors to set the relative rights and preferences of subsequent
series. Such request may be made to the Secretary of the Corporation.
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:
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TEN COM - as tenants in common UNIF GIFT MIN ACT -________ Custodian ________
(Cust) (Minor)
TEN ENT - as tenants by the entireties
under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of
survivorship and not as tenants _________________________________
in common (State)
</TABLE>
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 TYPE 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.
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 SUCH CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED
By:_________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY
AN ELIGIBLE GUARANTOR INSTITUTION (Banks,
Stockbrokers, Savings and Loan
Associations and Credit Union(s) WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM PURSUANT TO
S.E.C. RULE 17 Ad-15
