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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
_______________________________
WALDEN RESIDENTIAL PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
Maryland 75-2506197
(State of incorporation or organization) (I.R.S. Employer Identification No.)
One Lincoln Centre
5400 LBJ Freeway, Suite 400
Dallas, Texas 75240
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class to be so registered each class is to be registered
- --------------------------------------- ------------------------------
9.20% Senior Preferred New York Stock Exchange
Stock, $0.01 par value
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Under its Articles of Incorporation (the "Articles"), Walden
Residential Properties, Inc., a Maryland corporation (the "Company"), has
authority to issue 10,000,000 shares of preferred stock, par value $.01 per
share. The Company has authorized the issuance of 4,000,000 shares of
preferred stock as the 9.20% Senior Preferred Stock (the "Senior Preferred
Stock"). The Company has applied for listing of the Senior Preferred Stock on
the New York Stock Exchange. Set forth below are the terms of the Senior
Preferred Stock.
DIVIDENDS. Subject to the preferential rights of any other series of
Preferred Stock ranking senior as to dividends to the Senior Preferred Stock
and to the Articles regarding Excess Stock (as defined in the Articles),
holders of shares of the Senior Preferred Stock will 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 in an
amount per share of Senior Preferred Stock equal to $2.30 per annum.
Dividends with respect to the Senior Preferred Stock will be
cumulative and will be payable quarterly in arrears in March, June, September
and December (on the same dates as dividends on shares of the Company's common
stock, par value $.01 per share (the "Common Stock")), beginning with the
dividend payment for March 1997 (each, a "Preferred Dividend Payment Date").
Any dividend payable on the Senior Preferred Stock for any partial dividend
period after the initial dividend period will be computed on the basis of a
360-day year consisting of twelve 30-day months. Dividends payable on the
Senior Preferred Stock for each full dividend period will be computed by
dividing the annual dividend rate by four. The initial dividend payable on the
Senior Preferred Stock on March 1997 will accrue from the date of issuance of
the Senior Preferred Stock up to but excluding the initial Preferred Dividend
Payment Date. 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 will be the first day of the calendar month in which the
applicable Preferred Dividend Payment Date falls or such other date designated
by the Board of Directors for the payment of dividends that is no more than
thirty (30) nor less than ten (10) days prior to such Preferred Dividend
Payment Date (each, a "Preferred Dividend Record Date").
No dividends on shares of Senior Preferred Stock will be declared by
the Board of Directors or paid or set apart for payment by the Company at such
time as, and to the extent that, the terms and provisions of any agreement of
the Company, including any agreement relating to its indebtedness, or any
provisions of the Articles relating to any series of Preferred Stock ranking
senior to the Senior Preferred Stock as to dividends, prohibit such
declaration, payment or setting apart for payment or provide that such
declaration, payment or setting apart for payment would constitute a breach
thereof or a default thereunder, or if such declaration or payment will be
prohibited by law. Notwithstanding the foregoing, dividends on the Senior
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. Holders of the Senior Preferred
Stock will not be entitled to any dividends in excess of full cumulative
dividends as described above.
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If any shares of Senior Preferred Stock are outstanding, no full
dividends will be declared or paid or set apart for payment on the capital
stock of the Company of any other series ranking, as to dividends, on a parity
with or junior to the Senior 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
payment on the Senior 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 shares of the
Senior Preferred Stock and the shares of any series of Preferred Stock ranking
on a parity as to dividends with the Senior Preferred Stock, all dividends
declared upon shares of Senior Preferred Stock and any series of Preferred
Stock ranking on a parity as to dividends with the Senior Preferred Stock will
be declared pro rata so that the amount of dividends declared per share on the
Senior Preferred Stock and such other series of Preferred Stock will in all
cases bear to each other the same ratio that accrued and unpaid dividends per
share on the shares of Senior Preferred Stock and such other series of
Preferred Stock bear to each other. No interest, or sum of money in lieu of
interest, will be payable in respect of any dividend payment or payments on
Senior Preferred Stock which may be in arrears.
Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Senior 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 distributions payable in
Common Stock or other capital stock ranking junior to the Senior Preferred
Stock as to dividends and upon liquidation, dissolution or winding up of the
Company) will be declared or paid or set aside for payment, and no other
distribution will 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 Senior
Preferred Stock as to dividends, nor will any Common Stock or any other capital
stock of the Company ranking junior to or on a parity with the Senior Preferred
Stock as to dividends or upon liquidation, dissolution or winding up of the
Company 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 shares of any such stock) by the Company (except by conversion into or
exchange for other capital stock of the Company ranking junior to the Senior
Preferred Stock as to dividends and upon liquidation, dissolution and winding
up of the Company).
Any dividend payment made on shares of Senior Preferred Stock will
first be credited against the earliest accrued but unpaid dividend due with
respect to shares of such Senior Preferred Stock which remains payable.
LIQUIDATION RIGHTS. In the event of any liquidation, dissolution or
winding up of the Company, subject to the prior rights of any series of capital
stock ranking senior to the Senior Preferred Stock, the holders of shares of
Senior Preferred Stock will be entitled to be paid out of the assets of the
Company legally available for distribution to its stockholders a liquidation
preference equal to the sum of $25.00 per share plus an amount equal to any
accrued and unpaid dividends thereon (whether or not earned or declared) to the
date of payment (the "Preferred Liquidation Preference Amount"), before any
distribution of assets is made to
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holders of Common Stock or any other capital stock that ranks junior to the
Senior Preferred Stock as to liquidation rights. After payment of the full
amount of the liquidating distributions to which they are entitled, the holders
of Senior Preferred Stock will have no right or claim to any of the remaining
assets of the Company.
In the event that, upon any such voluntary or involuntary liquidation,
dissolution or winding up of the Company, the legally available assets of the
Company are insufficient to pay the Preferred Liquidation Preference Amount on
all outstanding shares of Senior Preferred Stock and the corresponding amounts
payable on all shares of other classes or series of capital stock of the
Company ranking on a parity with the Senior Preferred Stock in the distribution
of assets upon liquidation, dissolution or winding up of the Company, then the
holders of the Senior Preferred Stock and all other such classes or series of
capital stock will share ratably in any such distribution of assets in
proportion to the full liquidating distributions to which they would otherwise
be respectively entitled.
If liquidating distributions have been made in full to all holders of
shares of Senior Preferred Stock, the remaining assets of the Company will be
distributed among the holders of any other classes or series of capital stock
ranking junior to the Senior Preferred Stock upon liquidation, dissolution or
winding up of the Company, according to their respective rights and preferences
and in each case according to their respective number of shares.
The consolidation or merger of the Company with or into any other
corporation, or the sale, lease, transfer or conveyance of all or substantially
all of the property or business of the Company, will not be deemed to
constitute a liquidation, dissolution or winding up of the Company for these
purposes.
REDEMPTION. The Senior Preferred Stock will not be redeemable prior
to December 31, 2006, except under certain limited circumstances to preserve
the Company's status as a REIT. See "Restrictions on Transfer." On and after
December 31, 2006, the Company, at its option (to the extent the Company has
funds legally available therefor) upon not less than 30 nor more than 60 days'
written notice, may redeem shares of Senior Preferred Stock, in whole or in
part, at any time or from time to time, for cash at the redemption price per
share of $25.00, plus all accrued and unpaid dividends, if any, thereon
(whether or not earned or declared) to the date fixed for redemption.
Notwithstanding the foregoing, unless full cumulative dividends on all
shares of Senior 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
shares of Senior Preferred Stock will be redeemed unless all outstanding shares
of Senior Preferred Stock are simultaneously redeemed; provided, however, that
the foregoing will not prevent the purchase or acquisition of shares of the
Senior Preferred Stock pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding shares of Senior Preferred Stock, and
unless full cumulative dividends on all outstanding shares of Senior 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, the Company will not
purchase or
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otherwise acquire directly or indirectly through a subsidiary or otherwise, any
shares of Senior Preferred Stock (except by conversion into or exchange for
capital stock of the Company ranking junior to the Senior Preferred Stock as to
dividends and upon liquidation, dissolution and winding up).
If fewer than all of the outstanding shares of Senior Preferred Stock
are to be redeemed, the number of shares to be redeemed will be determined by
the Company 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
(as nearly as may be practicable without creating fractional shares of Senior
Preferred Stock) or any other equitable method determined by the Company.
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 data. 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 Senior
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 will affect the validity of the
proceeding for the redemption of any shares of Senior Preferred Stock except as
to the holder to whom notice was defective or not given. Each notice will
state: (i) the redemption date; (ii) the redemption price; (iii) the number of
shares of Senior Preferred Stock to be redeemed; (iv) the place or places where
the Senior Preferred Stock is to be surrendered for payment of the redemption
price; (v) that dividends on the shares to be redeemed will cease to accrue on
such redemption date; and (vi) that any conversion rights will terminate at the
close of business on the third business day immediately preceding the
redemption date. If fewer than all the shares of Senior Preferred Stock held
by any holder are to be redeemed, the notice mailed to such holder will also
specify the number of shares of Senior Preferred Stock to be redeemed from such
holder. If notice of redemption of any shares of Senior Preferred Stock has
been properly given and if funds necessary for such redemption have been
irrevocably set aside by the Company in trust for the benefit of the holders of
any of the shares of Senior Preferred Stock so called for redemption, then from
and after the redemption date dividends will cease to accrue on such shares of
Senior Preferred Stock, such shares of Senior Preferred Stock will no longer be
deemed to be outstanding and all rights of the holders of such shares will
terminate except for the right to receive the applicable redemption price and
other amounts payable in respect of such shares.
The holders of Senior Preferred Stock at the close of business on a
Preferred Dividend Record Date will be entitled to receive the dividend payable
with respect to such Senior Preferred Stock on the corresponding Preferred
Dividend Payment Date notwithstanding the redemption thereof between such
Preferred Dividend Record Date and the corresponding Preferred Dividend Payment
Date or the Company's default in the payment of the dividend due. Except as
provided above, the Company will make no payment or allowance for unpaid
dividends, whether or not in arrears, on shares of Senior Preferred Stock
called for redemption.
The Senior Preferred Stock has no stated maturity and will not be
subject to any sinking fund.
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VOTING RIGHTS. Holders of the Senior Preferred Stock will not have
any voting rights, except as set forth below or as otherwise from time to time
required by law. Subject to the provisions in the Articles regarding Excess
Stock, in any matter in which the Senior Preferred Stock may vote, including
any action by written consent, each share of Senior Preferred Stock will be
entitled to one vote. The holders of each share of Senior Preferred Stock may
separately designate a proxy for the vote to which that share of Senior
Preferred Stock is entitled.
Whenever dividends on any shares of Senior Preferred Stock have been
in arrears for six or more quarterly periods (regardless of whether such
periods are consecutive), the holders of such shares of Senior Preferred Stock
(voting separately as a class with all other series of Preferred Stock upon
which rights to vote on such matter with the Senior Preferred Stock have been
conferred and are then exercisable) will be entitled to vote for the election
of two additional directors of the Company at a special meeting called by the
holders of record of at least 10% of the Senior Preferred Stock and such other
Preferred Stock, if any (unless such request is received less than 90 days
before the date fixed for the next annual or special meeting of the
stockholders), or at the next annual meeting of stockholders, and at each
subsequent annual meeting until all dividends accumulated on such shares of
Senior Preferred Stock for the past dividend periods and the then current
dividend period have been fully paid or declared and a sum sufficient for the
payment thereof set aside for payment. In such event, the entire Board of
Directors will be increased by two directors. Each of such two directors will
be elected to serve until the earlier of (i) the election and qualification of
such director's successor or (ii) payment of the dividend arrearage for the
Senior Preferred Stock.
So long as any shares of Senior Preferred Stock remain outstanding,
the Company will not (i) without the affirmative vote or consent of the holders
of at least a majority of the shares of Senior Preferred Stock outstanding at
the time, given in person or by proxy, either in writing or at a meeting (such
series voting separately as a class), authorize, create or issue, or increase
the authorized or issued amount of, any class or series of capital stock
ranking senior to the Senior Preferred Stock with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or
winding up, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such shares; or (ii)
without the affirmative vote or consent of the holders of at least two-thirds
of the shares of Senior Preferred Stock outstanding at the time, given in
person or by proxy, either in writing or at a meeting (such series voting
separately as a class), amend, alter or repeal the provisions of the Articles,
whether by merger, consolidation or otherwise, so as to materially and
adversely affect any right, preference, privilege or voting power of the Senior
Preferred Stock or the holders thereof; provided, however, that any increase in
the amount of the authorized Preferred Stock, or the creation or issuance of
any other series of Preferred Stock, or any increase in the amount of
authorized shares of Preferred Stock or any other series of Preferred Stock, in
each case ranking on a parity with or junior to the Senior Preferred Stock with
respect to payment of dividends or the distribution of assets upon liquidation,
dissolution or winding up of the Company, will not be deemed to materially and
adversely affect such rights, preferences, privileges or voting powers.
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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
is effected, all outstanding shares of Senior Preferred Stock have been
redeemed or called for redemption upon proper notice and sufficient funds have
been deposited in trust to effect such redemption.
RANK. The Senior Preferred Stock will, with respect to dividend
rights and distributions upon liquidation, dissolution, and winding up of the
Company, rank (i) senior to the Common Stock, all other outstanding shares of
capital stock of the Company of all classes and series (including the Company's
9.16% Series A Convertible Redeemable Preferred Stock and 9.16% Series B
Convertible Redeemable Preferred Stock), all classes of Excess Stock (other
than Excess Preferred Stock, as to which the Senior Preferred Stock is senior
only as to dividends) and shares of all other series of capital stock issued by
the Company other than any series of capital stock the terms of which
specifically provide that the capital stock of such series rank senior to or on
a parity with such Senior Preferred Stock with respect to dividend rights or
distributions upon liquidation, dissolution or winding up of the Company; (ii)
on a parity with the Excess Preferred Stock upon liquidation, dissolution and
winding up and the shares of all other capital stock issued by the Company the
terms of which specifically provide that the shares rank on a parity with the
Senior Preferred Stock with respect to dividends and distributions upon
liquidation, dissolution or winding up of the Company or make no specific
provision as to their ranking; and (iii) junior to all other capital stock
issued by the Company the terms of which specifically provide that the shares
rank senior to the Senior Preferred Stock with respect to dividends and
distributions upon liquidation, dissolution or winding up of the Company (the
issuance of which must have been approved by a vote of at least a majority of
the outstanding shares of Senior Preferred Stock).
RESTRICTIONS ON TRANSFER. The shares of Senior Preferred Stock are
generally transferable. The Articles, however, contain certain restrictions on
the number of shares of Stock, defined to include all classes of capital stock
that the Company shall have authority to issue, including the Senior Preferred
Stock, other series of Preferred Stock and the Common Stock, that stockholders
may own. For the Company to qualify as a REIT under the Code, shares of Stock
must be beneficially owned by 100 or more persons during at least 335 days of a
taxable year of twelve months or during a proportionate part of a shorter
taxable year. Further, not more than 50% of the value of the issued and
outstanding shares of Stock (including the Senior Preferred Stock) may be
owned, directly or indirectly, by five or fewer individuals (as defined in the
Internal Revenue Code of 1986, as amended (the "Code"), to include, except in
limited circumstances, certain entities such as qualified private pension
plans) during the last half of a taxable year or during a proportionate part of
a shorter taxable year.
Since the Board of Directors believes it is essential for the Company
to maintain its status as a REIT under the Code, the Articles provide that no
person, except Mr. Don R. Daseke, Chairman of the Board of Directors and Chief
Executive Officer of the Company, may own or be deemed to own by virtue of the
attribution provisions of the Code, more than 9.0% (the "Ownership Limit") of
the aggregate value of all outstanding shares of Stock (including the Senior
Preferred Stock); provided, however, that Mr. Daseke may not own, directly or
indirectly, more than 13.0% of the aggregate value of all outstanding shares of
Stock (the "Existing Holder Limit"). The Board of Directors, upon receipt of
evidence and assurances
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satisfactory to the Board of Directors, may also exempt a proposed transferee
from the Ownership Limit or Existing Holder Limit. In connection therewith,
the Board of Directors may require opinions of counsel, affidavits,
undertakings or agreements as it may deem necessary or advisable in order to
determine or ensure the Company's status as a real estate investment trust (a
"REIT"). Any acquisition or transfer of shares of Stock that would: (i)
result in the shares of Stock being owned by fewer than 100 persons or (ii)
result in the Company being "closely-held" within the meaning of Section 856(h)
of the Code, shall be null and void, and the intended transferee will acquire
no rights to the shares of Stock (including the Senior Preferred Stock). The
foregoing restrictions on transferability and ownership will not apply if the
Board of Directors determines that it is no longer in the best interests of the
Company to attempt to qualify, or to continue to qualify, as a REIT and the
Articles are amended accordingly.
Any purported transfer of shares of Stock (including the Senior
Preferred Stock) that would result in a person owning shares of Stock in excess
of the Ownership Limit or Existing Holder Limit will result in the shares
subject to such purported transfer being automatically exchanged for an equal
number of shares of Excess Stock. Under the Articles, Excess Stock shall be
deemed to have been transferred to the Company, as trustee of a separate trust
(the "Trust"), for the exclusive benefit of the person or persons to whom the
interest in the Trust can ultimately be transferred.
Excess Stock is not transferable. The purported transferee of any
shares of Stock (including the Senior Preferred Stock) that are exchanged for
Excess Stock may designate a transferee of the interest in the Trust if the
Excess Stock held in the Trust and represented by such Trust interest to be
transferred would not be Excess Stock in the hands of the designated transferee
at a price not to exceed the price paid by the purported transferee (or, if no
consideration was paid, the market price at the time of the original attempted
transfer) at which point such Excess Stock will automatically be exchanged for
the shares of Stock (including the Senior Preferred Stock) to which the Excess
Stock is attributable. In addition, Excess Stock is subject to purchase by the
Company at a purchase price equal to the lesser of: (i) the price paid for the
shares of Stock (including the Senior Preferred Stock) by the intended
transferee (or, if no consideration was paid, the market price of the shares of
Stock (including the Senior Preferred Stock) the attempted transfer of which
resulted in Excess Stock, measured on the date of the transfer); or (ii) the
market price of the shares of Stock (including the Senior Preferred Stock) the
attempted transfer of which resulted in Excess Stock measured on the date on
which the Company elects to purchase the Excess Stock. "Market Price" means
the average daily per share closing sales price of a share of Stock (including
the Senior Preferred Stock) if shares of Stock (including the Senior Preferred
Stock) are listed on a national securities exchange or quoted on Nasdaq
National Market or if not then traded on any exchange or quotation system, the
mean between the average per share closing bid prices and the average per share
closing bid prices and the average per share closing asked prices, in each
case, during the 30 calendar day period ending on the business day prior to the
redemption date, or if there have been no sales on a national securities
exchange or Nasdaq National Market and no published bid and asked quotations
with respect to shares of such stock during such 30 calendar day period, then
the market price of the shares of Stock (including the Senior Preferred Stock)
on the relevant date shall be as determined in good faith by the Board of
Directors.
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From and after the intended transfer to the purported transferee of
the Excess Stock, the purported transferee shall cease to be entitled to
distributions (except upon liquidation), voting rights and other benefits with
respect to the Excess Stock except the right to payment of the purchase price
for the shares of Stock (including the Senior Preferred Stock). Any dividend
or distribution paid to a purported transferee on Excess Stock prior to the
discovery by the Company that the shares have been transferred in violation of
the Articles shall be repaid to the Company upon demand. If the foregoing
transfer restrictions are determined to be void or invalid by virtue of any
legal decision, statute, rule or regulation, then the intended transferee of
any Excess Stock may be deemed, at the option of the Company, to have acted as
an agent on behalf of the Company in acquiring the Excess Stock and to hold the
Excess Stock on behalf of the Company. All certificates representing shares of
Stock (including the Senior Preferred Stock) will bear a legend referring to
the restrictions described above.
In addition, each stockholder shall, upon demand, be required to
disclose to the Company in writing, all information regarding the direct and
indirect beneficial ownership of shares of Stock (including the Senior
Preferred Stock) as the Board of Directors deems reasonably necessary to comply
with the provisions of the Code applicable to a REIT, to comply with the
requirements of any taxing authority or governmental agency or to determine any
such compliance.
These ownership limitations could have the effect of discouraging a
takeover or other transaction in which holders of some, or a majority, of
shares of Stock (including the Senior Preferred Stock) might receive a premium
for their shares over the then-prevailing market price or which these holders
might believe to be otherwise in their best interest.
GENERAL. The transfer agent and registrar for the 9.20% Senior
Preferred Stock is The First National Bank of Boston.
The 9.20% Senior Preferred Stock will be, when issued, duly authorized,
fully paid and nonassessable and will have no preemptive rights.
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ITEM 2. EXHIBITS.
1.1 Specimen 9.20% Senior Preferred Stock Certificate (previously
filed).
1.2 Specimen Common Stock Certificate (previously filed as Exhibit
1.1 to the Company's Registration Statement on Form S-11
(Registration No. 33-70132) and incorporated herein by
reference).
2.1 Articles of Amendment and Restatement of the Company
(previously filed as Exhibit 3.1 to this Company's
Registration statement on Form S-11 (Registration No.
33-70132) and incorporated herein by reference).
2.2 Restated Bylaws of the Company (previously filed as Exhibit
3.2 to the Company's Registration Statement on Form S-11
(Registration No. 33-70132) and incorporated herein by
reference).
2.3 Form of Articles Supplementary designating the rights of the
holders of 9.20% Senior Preferred Stock (previously filed).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
WALDEN RESIDENTIAL PROPERTIES, INC.
Date: December 23, 1996
By: /s/ Mark S. Dillinger
-----------------------------------
Mark S. Dillinger
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
- ------ ------- ------------
<S> <C>
1.1 Specimen 9.20% Senior Preferred Stock Certificate
(previously filed).
1.2 Specimen Common Stock Certificate (previously filed as
Exhibit 1.1 to the Company's Registration Statement on
Form S-11 (Registration No. 33-70132) and incorporated
herein by reference).
2.1 Articles of Amendment and Restatement of the Company
(previously filed as Exhibit 3.1 to this Company's
Registration statement on Form S-11 (Registration No.
33-70132) and incorporated herein by reference).
2.2 Restated Bylaws of the Company (previously filed as
Exhibit 3.2 to the Company's Registration Statement on
Form S-11 (Registration No. 33-70132) and incorporated
herein by reference).
2.3 Form of Articles Supplementary designating the rights of
the holders of 9.20% Senior Preferred Stock (previously filed).
</TABLE>
