SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Mid-America Apartment Communities, Inc.
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(Exact name of registrant as specified in its charter)
Tennessee 62-1543819
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State of Incorporation or Organization (I.R.S. Employer
Identification No.)
6584 Poplar Avenue, Suite 340, Memphis, Tennessee 38138
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(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become
pursuant to General Instruction A(c)(1) effective simultaneously with
check the following box. ____ the effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following
box. ____
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of Class to be so registered each class is to be registered
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8 7/8% Series B Cumulative Preferred Stock, New York Stock Exchange
par value $.01 per share
(liquidation value $25 per share)
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
-----------------------
(title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
A description of the 8 7/8% Series B Cumulative Preferred
Stock, par value $.01 per share of the Registrant is contained in
a Rule 424(b) Preliminary Prospectus Supplement supplementing the
Registrant's Registration Statement on Form S-3, No. 333-34775,
which became effective on September 9, 1997, which Preliminary
Prospectus Supplement shall be deemed to be incorporated herein
by reference for all purposes.
Item 2. Exhibits
The securities described herein are to be registered on the
New York Stock Exchange, on which other securities of the
Registrant are registered. Accordingly, the following exhibits,
required in accordance with Part I to the Instructions as to
Exhibits on Form 8-A, have been duly filed with the New York
Stock Exchange:
4.1 Articles of Amendment to the Amended and Restated Charter
Establishing and Fixing the Rights and Preferences of a
Series of Shares of Preferred Stock.
4.2 * Form of Articles of Amendment to the Amended and
Restated Charter Establishing and Fixing the Rights and
Preferences of a Series of Shares of Preferred Stock.
4.3 Specimen Share Certificate for 8 7/8% Series B Cumulative
Preferred Stock.
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* Previously filed.
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.
Mid-America Apartment Communities, Inc.
By: /s/ Simon R.C. Wadsworth
-----------------------------------
Title: Chief Financial Officer
November 14, 1997
EXHIBIT 4.1
MID-AMERICA APARTMENT COMMUNITIES, INC.
ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED CHARTER
DESIGNATING AND FIXING THE RIGHTS AND
PREFERENCES OF B SERIES OF SHARES OF PREFERRED STOCK
Mid-America Apartment Communities, Inc., a Tennessee
corporation (the "Company"), certifies to the Tennessee Secretary
of State that:
FIRST: Pursuant to the authority expressly vested in the
Board of Directors of the Company by Section 6 of the Company's
Amended and Restated Charter (the "Charter") and Section
48-16-102 of the Tennessee Code Annotated, as amended, the Board
of Directors has, by resolution, duly divided and classified
2,156,250 shares of the preferred stock of the Company into a
series designated 8 7/8% Series B Cumulative Preferred Stock (the
"Series B Preferred Stock") and has provided for the issuance of
the Series B Preferred Stock.
SECOND: Section 6 is hereby amended by adding the following:
1. Designation and Number. A series of Preferred Stock,
designated the "8 7/8% Series B Cumulative Preferred Stock"
(the "Series B Preferred"), is hereby established. The
number of shares of the Series B Preferred shall be
2,156,250.
2. Maturity. The Series B Preferred Stock has no stated
maturity and will not be subject to any sinking fund or
mandatory redemption.
3. Rank. The Series B Preferred Stock, with respect to
dividend rights and rights upon liquidation, dissolution or
winding up of the Company, will rank (i) senior to all
classes or series of Common Stock of the Company, and to all
equity securities ranking junior to the Series B Preferred
Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company; (ii)
on a parity with all equity securities issued by the
Company, including the Company's 9.5% Series A Cumulative
Preferred Stock (the "Series A Preferred Stock") the terms
of which specifically provide that such equity securities
rank on a parity with the Series B Preferred Stock with
respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Company (the "Parity
Preferred Stock"); and (iii) junior to all existing and
future indebtedness of the Company. The term "equity
securities" does not include convertible debt securities,
which will rank senior to the Series B Preferred Stock prior
to conversion.
4. Dividends
(a) Holders of shares of the Series B Preferred Stock
are entitled to receive, when and as declared by the Board
of Directors (or a duly authorized committee thereof), out
of funds legally available for the payment of dividends,
preferential cumulative cash dividends at the rate of 8 7/8%
per annum of the $25 liquidation preference (the
"Liquidation Preference") per share (equivalent to a fixed
annual amount of $2.21875 per share). Dividends on the
Series B Preferred Stock shall be cumulative from the date
of original issue and shall be payable monthly in arrears on
or before the 15th day of each month, or, if not a business
day, the next succeeding business day (each, a "Dividend
Payment Date"). The first dividend, which will be payable
on December 15, 1997, will be for less than a full month.
Such dividend and any dividend payable on the Series B
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 stock records of the Company at
the close of business on the applicable record date, which
shall be the first day of the calendar month in which the
applicable Dividend Payment Date falls or on such other date
designated by the Board of Directors of the Company for the
payment of dividends that is not more than 30 nor less than
10 days prior to such Dividend Payment Date (each, a
"Dividend Record Date").
(b) No dividends on shares of Series B Preferred Stock
shall be declared by the Board of Directors or paid or set
apart for payment by the Company at such time as the terms
and provisions of any agreement of the Company, including
any agreement relating to its indebtedness, prohibits such
declaration, payment or setting apart for payment or
provides that such declaration, payment or setting apart for
payment would constitute a breach thereof or a default
thereunder, or if such declaration or payment shall be
restricted or prohibited by law.
(c) Notwithstanding the foregoing, dividends on the
Series B Preferred Stock will accrue whether or not the
Company has earnings, whether or not there are funds legally
available for the payment of such dividends and whether or
not such dividends are declared. Accrued but unpaid
dividends on the Series B Preferred Stock will not bear
interest and holders of the Series B Preferred Stock will
not be entitled to any distributions in excess of full
cumulative distributions described above. Except as set
forth in the next sentence, no dividends will be declared or
paid or set apart for payment on any capital stock of the
Company or any other series of Parity Preferred Stock or any
series or class of equity securities ranking junior to the
Series B Preferred Stock (other than a dividend in shares of
the Company's Common Stock or in shares of any other class
of stock ranking junior to the Series B Preferred Stock as
to dividends and upon liquidation) 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 is set apart for such payment on the Series
B 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 so
set apart) upon the Series B Preferred Stock and the shares
of any other series of Parity Preferred Stock, all dividends
declared upon the Series B Preferred Stock and any other
series of Parity Preferred Stock, shall be declared pro rata
so that the amount of dividends declared per share of Series
B Preferred Stock and such other series of Parity Preferred
Stock shall in all cases bear to each other the same ratio
that accrued dividends per share on the Series B Preferred
Stock and such other series of Parity Preferred Stock (which
shall not include any accrual in respect of unpaid dividends
for prior dividend periods if such Parity Preferred Stock
does not have a cumulative dividend) bear to each other.
(d) Except as provided in the immediately preceding
paragraph, unless full cumulative dividends on the Series B
Preferred Stock have been or contemporaneously are declared
and paid or declared and a sum sufficient for the payment
thereof is 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 shares of
capital stock ranking junior to the Series B Preferred Stock
as to dividends and upon liquidation) shall be declared or
paid or set aside for payment nor shall any other
distribution be declared or made upon the Common Stock, or
any other capital stock of the Company ranking junior to or
on a parity with the Series B Preferred Stock as to
dividends or upon liquidation, nor shall any shares of
Common Stock, or any other shares of capital stock of the
Company ranking junior to or on a parity with the Series B
Preferred Stock as to dividends or upon liquidation be
redeemed, purchased or otherwise acquired for any
consideration (or any monies be paid to or made available
for a sinking fund for the redemption of any such shares) by
the Company (except by conversion into or exchange for other
capital stock of the Company ranking junior to the Series B
Preferred Stock as to dividends and upon liquidation or
redemptions for the purpose of preserving the Company's
qualification as a real estate investment trust ("REIT")).
Holders of shares of the Series B Preferred Stock shall not
be entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative dividends on
the Series B Preferred Stock as provided above. Any
dividend payment made on shares of the Series B Preferred
Stock shall first be credited against the earliest accrued
but unpaid dividend due with respect to such shares which
remains payable.
5. Liquidation Preference. Upon any voluntary or
involuntary liquidation, dissolution or winding up of
the affairs of the Company, the holders of shares of
Series B Preferred Stock are entitled to be paid out of
the assets of the Company legally available for
distribution to its shareholders a liquidation
preference of $25 per share, plus an amount equal to
any accrued and unpaid dividends to the date of
payment, but without interest, before any distribution
of assets is made to holders of Common Stock or any
other class or series of capital stock of the Company
that ranks junior to the Series B Preferred Stock as to
liquidation rights. If the assets of the Company
legally available for distribution to shareholders are
insufficient to pay in full the Liquidation Preference
on the Series B Preferred Stock and the Liquidation
Preference on any shares of Parity Preferred Stock, all
assets distributed to the holders of the Series B
Preferred Stock and any other series of Parity
Preferred Stock shall be distributed pro rata so that
the amount of assets distributed per share of Series B
Preferred Stock and such other series of Parity
Preferred Stock shall in all cases bear to each other
the same ratio that the Liquidation Preference per
share on the Series B Preferred Stock and such other
series of Parity Preferred Stock bear to each other.
Holders of Series B Preferred Stock will be entitled to
written notice of any event triggering the right to
receive such Liquidation Preference. After payment of
the full amount of the Liquidation Preference, plus any
accrued and unpaid dividends to which they are
entitled, the holders of Series B Preferred Stock will
have no right or claim to any of the remaining assets
of the Company. The consolidation or merger of the
Company with or into any other corporation, trust or
entity or of any other corporation with or into the
Company, or the sale, lease or conveyance of all or
substantially all of the property or business of the
Company, shall not be deemed to constitute a
liquidation, dissolution or winding up of the Company.
6. Redemption.
(a) The Series B Preferred Stock is not redeemable
prior to December 1, 2002. However, in order to ensure that
the Company will continue to meet the requirement for
qualification as a REIT, the Series B Preferred Stock will
be subject to provisions in the Company's Charter (the
"Charter") pursuant to which shares of capital stock of the
Company owned by a shareholder in excess of 9.9% in value of
the outstanding shares of capital stock of the Company (the
"Ownership Limit") will be deemed "Excess Shares," and the
Company will have the right to purchase such Excess Shares
from the holder. On and after December 1, 2002, the
Company, at its option upon not less than 30 nor more than
60 days' written notice, may redeem shares of the Series B
Preferred Stock, in whole or in part, at any time or from
time to time, for cash at a redemption price of $25 per
share, plus all accrued and unpaid dividends thereon to the
date fixed for redemption (except with respect to Excess
Shares), without interest. Holders of Series B Preferred
Stock to be redeemed shall surrender such Series B Preferred
Stock at the place designated in such notice and upon such
surrender shall be entitled to the redemption price and any
accrued and unpaid dividends payable upon such redemption.
If notice of redemption of any shares of Series B Preferred
Stock has been given and if the funds necessary for such
redemption have been set aside by the Company in trust for
the benefit of the holders of any shares of Series B
Preferred Stock so called for redemption, then from and
after the redemption date dividends will cease to accrue on
such shares of Series B Preferred Stock, such shares of
Series B 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. If less than all of the outstanding Series B
Preferred Stock is to be redeemed, the Series B Preferred
Stock to be redeemed shall be selected pro rata (as nearly
as may be practicable without creating fractional shares) or
by any other equitable method determined by the Company.
(b) Unless full cumulative dividends on all shares of
Series B Preferred 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 B Preferred Stock shall be
redeemed unless all outstanding shares of Series B Preferred
Stock are simultaneously redeemed and the Company shall not
purchase or otherwise acquire directly or indirectly any
shares of Series B Preferred Stock (except by exchange for
capital stock of the Company ranking junior to the Series B
Preferred Stock as to dividends and upon liquidation);
provided, however, that the foregoing shall not prevent the
purchase by the Company of Excess Shares in order to ensure
that the Company continues to meet the requirements for
qualification as a REIT, or the purchase or acquisition of
shares of Series B Preferred Stock pursuant to a purchase or
exchange offer made on the same terms to holders of all
outstanding shares of Series B Preferred Stock. So long as
no dividends are in arrears, the Company shall be entitled
at any time and from time to time to repurchase shares of
Series B Preferred Stock in open-market transactions duly
authorized by the Board of Directors and effected in
compliance with applicable laws.
(c) Notice of redemption will be given by publication
in a newspaper of general circulation in the City of New
York, such publication to be made once a week for two
successive weeks commencing not less than 30 nor more than
60 days prior to the redemption date. A similar notice will
be mailed by the Company, postage prepaid, not less than 30
nor more than 60 days prior to the redemption date,
addressed to the respective holders of record of the Series
B Preferred Stock to be redeemed at their respective
addresses as they appear on the stock transfer records of
the Company. No failure to give such notice or any defect
therein or in the mailing thereof shall affect the validity
of the proceedings for the redemption of any shares of
Series B Preferred Stock except as to the holder to whom
notice was defective or not given. Each notice shall state:
(i) the redemption date; (ii) the redemption price; (iii)
the number of shares of Series B Preferred Stock to be
redeemed; (iv) the place or places where the Series B
Preferred Stock is to be surrendered for payment of the
redemption price; and (v) that dividends on the shares to be
redeemed will cease to accrue on such redemption date. If
less than all of the Series B Preferred Stock held by any
holder is to be redeemed, the notice mailed to such holder
shall also specify the number of shares of Series B
Preferred Stock held by such holder to be redeemed.
(d) Immediately prior to any redemption of Series B
Preferred Stock, the Company shall pay, in cash, any
accumulated and unpaid dividends through the redemption
date, unless a redemption date falls after a Dividend Record
Date and prior to the corresponding Dividend Payment Date,
in which case each holder of Series B Preferred Stock at the
close of business on such Dividend Record Date shall be
entitled to the dividend payable on such shares on the
corresponding Dividend Payment Date notwithstanding the
redemption of such shares before such Dividend Payment Date.
(e) The Series B Preferred Stock has no stated
maturity and will not be subject to any sinking fund or
mandatory redemption. However, in order to ensure that the
Company continues to meet the requirements for qualification
as a REIT, Series B Preferred Stock acquired by a
shareholder in excess of the Ownership Limit will
automatically become Excess Shares, and the Company will
have the right to purchase such Excess Shares from the
holder. In addition, Excess Shares may be redeemed, in
whole or in part, at any time when outstanding shares of
Series B Preferred Stock are being redeemed, for cash at a
redemption price of $25 per share, but excluding accrued and
unpaid dividends on such Excess Shares, without interest.
Such Excess Shares shall be redeemed in such proportion and
in accordance with such procedures as shares of Series B
Preferred Stock are being redeemed.
7. Voting Rights.
(a) Holders of the Series B Preferred Stock will not
have any voting rights, except as set forth below or as
otherwise from time to time required by law.
(b) Whenever dividends on any shares of Series B
Preferred Stock shall be in arrears for eighteen or more
months (a "Preferred Dividend Default"), the holders of such
shares of Series B Preferred Stock voting separately as a
class together with the holders of the Series A Preferred
Stock and all other series of Parity Preferred Stock upon
which like voting rights have been conferred and are
exercisable will be entitled to vote separately as a class
for the election of a total of two additional directors of
the Company (the "Preferred Stock Directors") at a special
meeting called by the holders of record of at least 20% of
the Series B Preferred Stock or the holders of record of at
least 20% of any series of Parity Preferred so in arrears
(unless such request is received less than 90 days before
the date fixed for the next annual or special meeting of the
shareholders) or at the next annual meeting of shareholders,
and at each subsequent annual meeting until all dividends
accumulated on such shares of Series B Preferred Stock for
the past dividend periods and the dividend for the then
current dividend period shall have been fully paid or
declared and a sum sufficient for the payment thereof set
aside for payment. A quorum for any such meeting shall
exist if at least a majority of the outstanding shares of
Series B Preferred Stock and shares of Parity Preferred
Stock upon which like voting rights have been conferred and
are exercisable are represented in person or by proxy at
such meeting. The Preferred Stock Directors shall be elected
upon the affirmative vote of a plurality of the shares of
Series B Preferred Stock and such Parity Preferred Stock
present and voting in person or by proxy at a duly called
and held meeting at which a quorum is present voting
separately as a class. If and when all accumulated
dividends and the dividend for the then current dividend
period on the Series B Preferred Stock shall have been paid
in full or declared and set aside for payment in full, the
holders thereof shall be divested of the foregoing voting
rights (subject to revesting in the event of each and every
Preferred Dividend Default) and, if all accumulated
dividends and the dividend for the then current dividend
period have been paid in full or declared and set aside for
payment in full on all series of Parity Preferred Stock upon
which like voting rights have been conferred and are
exercisable, the term of office of each Preferred Stock
Director so elected shall terminate. Any Preferred Stock
Director may be removed at any time with or without cause
by, and shall not be removed otherwise than by the vote of,
the holders of record of a majority of the outstanding
shares of the Series B Preferred Stock when they have the
voting rights described above (voting separately as a class
with all series of Parity Preferred Stock upon which like
voting rights have been conferred and are exercisable). So
long as a Preferred Dividend Default shall continue, any
vacancy in the office of a Preferred Stock Director may be
filled by written consent of the Preferred Stock Director
remaining in office, or if none remains in office, by a vote
of the holders of record of a majority of the outstanding
shares of Series B Preferred Stock when they have the voting
rights described above (voting separately as a class with
all series of Parity Preferred Stock upon which like voting
rights have been conferred and are exercisable). The
Preferred Stock Directors shall each be entitled to one vote
per director on any matter.
(c) So long as any shares of Series B Preferred Stock
remain outstanding, the Company will not, without the
affirmative vote or consent of the holders of at least
two-thirds of the shares of the Series B Preferred Stock
outstanding at the time, given in person or by proxy, either
in writing or at a meeting (voting separately as a class),
amend, alter or repeal the provisions of the Charter or the
Designating Amendment, whether by merger, consolidation or
otherwise (an "Event"), so as to materially and adversely
affect any right, preference, privilege or voting power of
the Series B Preferred Stock or the holders thereof;
provided, however, that with respect to the occurrence of
any Event set forth above, so long as the Series B Preferred
Stock remains outstanding with the terms thereof materially
unchanged, the occurrence of any such Event shall not be
deemed to materially and adversely affect such rights,
preferences, privileges or voting power of holders of the
Series B Preferred Stock and provided, further that (i) any
increase in the amount of the authorized Preferred Stock or
the creation or issuance of any other series of Preferred
Stock, or (ii) any increase in the amount of authorized
shares of such series, in each case ranking on a parity with
or junior to the Series B Preferred Stock with respect to
payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, shall not be deemed
to materially and adversely affect such rights, preferences,
privileges or voting powers.
(d) The foregoing voting provisions will not apply if,
at or prior to the time when the act with respect to which
such vote would otherwise be required shall be effected, all
outstanding shares of Series B Preferred Stock shall have
been redeemed or called for redemption upon proper notice
and sufficient funds shall have been deposited in trust to
effect such redemption.
8. Conversion. The Series B Preferred Stock is not
convertible into or exchangeable for any other property
or securities of the Company.
THIRD: This Designating Amendment shall be effective at
the time Tennessee Secretary of State accepts this
Designating Amendment for filing.
FOURTH: The foregoing amendment was duly adopted by
unanimous consent of the board of directors without
shareholder action, such shareholder action not being
required, on November 5, 1997.
IN WITNESS WHEREOF, MID-AMERICA APARTMENT COMMUNITIES,
INC. has caused these presents to be signed in its name and
on its behalf by its Chief Financial Officer on this the
17th day of November 1997.
MID-AMERICA APARTMENT COMMUNITIES, INC.
By: /s/ Simon R.C. Wadsworth
------------------------------
Simon R.C. Wadsworth
Title: Chief Financial Officer
EXHIBIT 4.3
[front of certificate]
8 7/8% SERIES 8 7/8% SERIES B
CUMULATIVE PREFERRED STOCK CUMULATIVE PREFERRED STOCK
LIQUIDATION PREFERENCE LIQUIDATION PREFERENCE
$25 PER SHARE $25 PER SHARE
Number Shares
MAB
Incorporated Under the Laws This Certificate is transferrable in
of the State of Tennessee Birmingham, AL or New York, NY
CUSIP 59522J 30 1
See reverse for certain definitions
MID-AMERICA APARTMENT COMMUNITIES, INC.
This certifies that
is the owner of
fully paid and non-assessable shares of the 8 7/8% Series B Cumulative
Preferred Stock Liquidation Preference $25 per share of
MID-AMERICA APARTMENT COMMUNITIES, INC. (the "Corporation")
transferrable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate and the shares represented hereby are issued and shall
be held subject to all of the provisions of the Charter of the Corporation,
as amended and restated, and its Bylaws, as amended, to all of which
the holder, by acceptance hereof assents. This Certificate is not valid
unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal and the facsimile signature
of its duly authorized officers.
Dated:
[Facsimile Signature]
ATTEST: Secretary and Treasurer
[Facsimile Signature]
Chairman and Chief Executive Officer
Countersigned and registered:
AMSOUTH BANK
Transfer Agent and Registrar
By:
Authorized Signature
[reverse of certificate]
MID-AMERICA APARTMENT COMMUNITIES, INC.
To preserve the qualification of the company as a "real estate
investment trust" under the internal revenue code of 1986, as amended,
under the company's charter transfer of the shares represented hereby
is restricted and may be stopped if a person or group of persons directly
or through the operation of certain attribution rules would own in excess
of 9.9% of the outstanding stock of the company after the transfer.
The company may require evidence of a proposed transferee's
status and ownership interest before permitting any transfer and may
redeem any shares held in violation of the preceding paragraph.
The company will furnish to any shareholder without charge a full
statement of the transfer restrictions upon request made to the
secretary of the company at its principal office. The shares represented
hereby are subject to all of the provisions of the charter and bylaws
of the corporation, each as amended from time to time, to all of which the
holder by acceptance hereof assents. The corporation will furnish to
any shareholder, upon request and without charge, a full statement
of the designations, relative rights, preferences and limitations of the
shares of each class authorized to be issued, as well as variations
in the rights, preferences and limitations determined for each series
of a class, so far as the same has been determined by the Board of
Directors under its authority.
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 and regulations:
TEN COMM - 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
survivorship and not as Minors Act ________
tenants 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 postal zip code
of assignee
_______________________________________________________ shares
represented by this Certificate, and do hereby irrevocably constitute
and appoint ____________________________________________________
attorney to transfer the said shares on the books of the Corporation
before power of substitution and the premises.
Date:__________
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 Guaranteed: ______________________________________________
The signatures should be guaranteed by an eligible
guarantor institution (Banks,Stockbrokers,Savings
and Loan Associations and Credit Unions with
members; approved signature guarantee medallion
program), pursuant to S.E.C. Rule 17Ad-15.
