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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
EQUITY INNS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Tennessee 62-1550848
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
4735 Spottswood, Suite 102
Memphis, Tennessee 38117
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the If this Form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with the
filing pursuant to General effectiveness of a concurrent registration
Instruction A(c)(1)please check statement under the Securities Act
the following box. [ } 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:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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____% Series A Cumulative New York Stock Exchange, Inc.
Preferred Stock, $.01 par
value per share (liquidation
preference $ 25 per share)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Not applicable
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the _____% Series A Cumulative Preferred Stock, $.01
par value (Liquidation Preference $25 per share) (the "Series A Preferred
Stock") of Equity Inns, Inc. (the "Registrant") to be registered hereby,
contained under the heading "Description of Capital Stock" in the Registrant's
Registration Statement on Form S-3 (No. 333-48169) and under the heading
"Description of Series A Preferred Stock" in the Registrant's preliminary
Prospectus Supplement thereto dated June 15, 1998 and filed pursuant to Rule
424(b), is incorporated herein by reference.
ITEM 2. EXHIBITS.
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Exhibit No. Description
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2.1(a) Second Amended and Restated Charter of the Registrant (incorporated by reference to Exhibit 3.1
to the Registrant's Current Report on Form 8-K dated October 15, 1997 filed with the Securities
and Exchange Commission on October 23, 1997).
2.1(b) Articles of Amendment to the Second Amended and Restated Charter of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 28, 1998).
2.1(c)* Form of Articles of Amendment to the Second Amended and
Restated Charter of the Registrant Establishing and Fixing the
Rights and Preferences of a Series of Preferred Stock.
3 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-11 (Registration No. 33-73304)).
4.1* Specimen Certificate of Series A Preferred Stock.
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*Filed herein.
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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.
EQUITY INNS, INC.
Date: June 18, 1998 By: /s/ Howard A. Silver
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Howard A. Silver
President, Chief Operating Officer,
Treasurer and Chief Financial Officer (Principal
Operating, Financial and Accounting Officer)
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<S> <C>
2.1(a) Second Amended and Restated Charter of the Registrant (incorporated by reference to Exhibit 3.1
to the Registrant's Current Report on Form 8-K dated October 15, 1997 filed with the Securities
and Exchange Commission on October 23, 1997).
2.1(b) Articles of Amendment to the Second Amended and Restated Charter of the Registrant
(incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 28, 1998).
2.1(c)* Form of Articles of Amendment to the Second Amended and Restated Charter of the Registrant
Establishing and Fixing the Rights and Preferences of a Series of Shares of Preferred Stock.
3 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-11 (Registration No. 33-73304)).
4.1* Specimen Certificate of Series A Preferred Stock.
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*Filed herein.
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EXHIBIT 2.1(c)
EQUITY INNS, INC.
ARTICLES OF AMENDMENT TO THE SECOND AMENDED AND RESTATED
CHARTER DESIGNATING AND FIXING THE RIGHTS AND
PREFERENCES OF A SERIES OF SHARES OF PREFERRED STOCK
To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned Tennessee corporation adopts the
following amendments to its Second Amended and Restated Charter (the "Charter").
1. The name of the corporation is Equity Inns, Inc. (the
"Corporation").
2. The text of the amendments adopted to the Charter are as
follows:
FIRST: Pursuant to the authority expressly vested in the Board of
Directors of the Corporation by Article 5 of the Charter and by Section
48-16-102 of the Tennessee Business Corporation Act, as amended, the Board of
Directors has, by resolution, duly divided and classified 4,600,000 shares of
the preferred stock of the Corporation into a series designated ___% Series A
Cumulative Preferred Stock (the "Series A Preferred Stock") and has provided for
the issuance of the Series A Preferred Stock.
SECOND: Article 5 of the Charter is hereby amended by adding the
following as a new subsection (a) to such Article 5:
1. DESIGNATION AND NUMBER. A series of Preferred Stock, designated the
"___% Series A Cumulative Preferred Stock" (the "Series A Preferred
Stock"), is hereby established. The maximum number of authorized shares
of the Series A Preferred Stock shall be 4,600,000.
2. RANK. The Series A Preferred Stock will, with respect to dividend
rights and rights upon liquidation, dissolution or winding up of the
Corporation, rank (a) prior or senior to any class or series of Common
Stock of the Corporation and any other class or series of equity
securities of the Corporation, if the holders of Series A Preferred
Stock shall be entitled to the receipt of dividends or of amounts
distributable upon liquidation, dissolution or winding up in preference
or priority to the holders of shares of such class or series ("Junior
Stock"); (b) on a parity with any class or series of equity securities
of the Corporation if, pursuant to the specific terms of such class or
series of equity securities, the holders of such class or series of
equity securities and the Series A Preferred Stock shall be entitled to
the receipt of dividends and of amounts distributable upon liquidation,
dissolution or winding up in proportion to their respective amounts of
accrued and unpaid dividends per share or liquidation preferences,
without preference or priority one over the other ("Parity Stock"); (c)
junior to any class or series of equity securities of the Corporation
if, pursuant to the specific terms of such class or series, the holders
of such class or series shall be entitled to the receipt of dividends
or amounts distributable upon liquidation, dissolution or winding up in
preference or priority to the holders of the Series A Preferred Stock
("Senior Stock"); and (d) junior to all existing and future
indebtedness
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of the Corporation. The term "equity securities" does not include
convertible debt securities, which will rank senior to the Series A
Preferred Stock prior to conversion.
3. DIVIDENDS.
(a) Holders of Series A Preferred Stock shall be entitled to
receive, when and as declared by the Board of Directors, out of funds
of the Corporation legally available for payment, cash dividends at the
rate of ___% per annum of the $25 liquidation preference (equivalent to
$_____ per annum per share). Such dividends shall be cumulative from
the date of original issue, whether or not in any dividend period or
periods (i) such dividends shall be declared, (ii) there shall be funds
of the Corporation legally available for the payment of such dividends
or (iii) any agreement of the Corporation prohibits payment of such
dividends, and shall be payable quarterly on or before the last day of
January, April, July and October of each year (or, if not a business
day, the next succeeding business day, each a "Dividend Payment Date
"), commencing October 31, 1998. The first dividend will be prorated
for more than a full quarter. Any dividend payable on the Series A
Preferred Stock for any partial dividend period will be computed on the
basis of twelve 30-day months and a 360 day year. Dividends will be
payable in arrears to holders of record as they appear on the stock
records of the Corporation at the close of business on the last
business day of March, June, September and December immediately
preceding such Dividend Payment Date. Holders of Series A Preferred
Stock shall not be entitled to receive any dividends in excess of
cumulative dividends on the Series A Preferred Stock. No interest shall
be paid in respect of any dividend payment or payments on the Series A
Preferred Stock that may be in arrears.
(b) When dividends are not paid in full upon the Series A
Preferred Stock or any other class or series of Parity Stock, or a sum
sufficient for such payment is not set apart, all dividends declared
upon the Series A Preferred Stock and any other class or series of
Parity Stock shall be declared ratably in proportion to the respective
amounts of dividends accumulated, accrued and unpaid on the Series A
Preferred Stock and accumulated, accrued and unpaid on such Parity
Stock. Except as set forth in the preceding sentence, unless dividends
on the Series A Preferred Stock equal to the full amount of
accumulated, accrued and unpaid dividends have been or
contemporaneously are declared and paid, or declared and a sum
sufficient for the payment thereof set apart for such payment for all
past dividend periods, no dividends shall be declared or paid or set
aside for payment by the Corporation with respect to any class or
series of Parity Stock. Unless full cumulative dividends on the Series
A Preferred Stock have been paid or declared and set apart for payment
for all past dividend periods, no dividends (other than dividends paid
in shares of Junior Stock or options, warrants or rights to subscribe
for or purchase shares of Junior Stock) shall be declared or paid or
set apart for payment by the Corporation with respect to any shares of
Junior Stock, nor shall any shares of Junior Stock be redeemed,
purchased or otherwise acquired (except for purposes of an employee
benefit plan) for any consideration (except by conversion or exchange
for shares of Junior Stock, or options, warrants or rights to subscribe
for or purchase shares of Junior Stock), nor shall any other cash or
other property be paid or distributed to or for the benefit of holders
of shares of Junior Stock. Notwithstanding the above, the Corporation
shall not be prohibited from (i) declaring or paying or setting apart
for payment any dividend or distribution on any shares of Parity Stock
or (ii) or redeeming, purchasing or otherwise acquiring any Parity
Stock, in each case, if such declaration,
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payment, redemption, purchase or other acquisition is necessary to
maintain the Corporation's qualification as a REIT.
(c) No dividends on shares of Series A Preferred Stock shall
be declared by the Board of Directors or paid or set apart for payment
by the Corporation at such time as the terms and provisions of any
agreement of the Corporation, 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.
(d) 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 (the "Code")) any portion
(the "Capital Gains Amount") of the dividends (as determined for
federal income tax purposes) paid or made available for the year to
holders of all classes of stock (the "Total Dividends"), then the
portion of the Capital Gains Amount that shall be allocable to the
holders of Series A Preferred Stock shall be the amount that the total
dividends (as determined for federal income tax purposes) paid or made
available to the holders of the Series A Preferred Stock for the year
bears to the Total Dividends. The Corporation may elect to retain and
pay income tax on its net long-term capital gains. In such a case, the
holders of Series A Preferred Stock would include in income their
proportionate share of the Corporation's undistributed long-term
capital gains, as designated by the Corporation.
4. LIQUIDATION PREFERENCE.
(a) Upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, before any payment or distribution by
the Corporation shall be made to or set apart for the holders of any
shares of Junior Stock, the holders of shares of Series A Preferred
Stock shall be entitled to receive a liquidation preference of $25 per
share (the "Liquidation Preference"), plus an amount equal to all
accumulated, accrued and unpaid dividends (whether or not earned or
declared) to the date of final distribution to such holders, but such
holders shall not be entitled to any further payment. Until the holders
of the Series A Preferred Stock have been paid the Liquidation
Preference in full, plus an amount equal to all accumulated, accrued
and unpaid dividends (whether or not earned or declared) to the date of
final distribution to such holders, no payment shall be made to any
holder of Junior Stock upon the liquidation, dissolution or winding up
of the Corporation.
(b) If upon any liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation, or proceeds thereof,
distributable among the holders of Series A Preferred Stock shall be
insufficient to pay in full the above described preferential amount and
liquidating payments on any other shares of any class or series of
Parity Stock, then such assets, or the proceeds thereof, shall be
distributed among the holders of Series A Preferred Stock and any such
other Parity Stock ratably in the same proportion as the respective
amounts that would be payable on such Series A Preferred Stock and any
such other Parity Stock if all amounts payable thereon were paid in
full.
(c) A voluntary or involuntary liquidation, dissolution or
winding up of the
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Corporation shall not include a consolidation or merger of the
Corporation with one or more corporations, a sale or transfer of all or
substantially all of the Corporation's assets, or a statutory share
exchange.
(d) Upon any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made in full to the holders
of Series A Preferred Stock and any Parity Stock, any other series or
class or classes of Junior Stock shall be entitled to receive any and
all assets remaining to be paid or distributed, and the holders of the
Series A Preferred Stock and any Parity Stock shall not be entitled to
share therein.
5. REDEMPTION.
(a) Shares of Series A Preferred Stock shall not be redeemable
prior to June __, 2003. However, in order to ensure that the
Corporation will continue to meet the requirement for qualification as
a REIT, the Series A Preferred Stock will be subject to the provisions
of Article 14 of the Corporation's Charter (the "Charter") pursuant to
which shares of Preferred Stock and the Cumulative Stock of the
Corporation owned by a shareholder in excess of 9.9% in value of the
outstanding shares of capital stock of the Corporation (the "Ownership
Limit") will be deemed "Shares-in-Trust" (as defined in such Article
14). On and after June __, 2003, the Corporation may redeem shares of
Series A Preferred Stock, in whole or from time to time in part, at a
cash redemption price equal to 100% of the Liquidation Preference plus
all accrued and unpaid dividends to the date fixed for redemption (the
"Redemption Date"). The Redemption Date shall be selected by the
Corporation and shall not be less than 30 days nor more than 60 days
after the date notice of redemption is sent by the Corporation. If full
cumulative dividends on all outstanding shares of Series A Preferred
Stock have not been paid or declared and set apart for payment, no
shares of Series A Preferred Stock may be redeemed unless all
outstanding shares of Series A Preferred Stock are simultaneously
redeemed. The redemption price for the Series A Preferred Stock (other
than any portion thereof consisting of accrued and unpaid dividends)
shall be payable solely with the proceeds from the sale by the
Corporation or the Partnership of other capital shares of the
Corporation or the Partnership (whether or not such sale occurs
concurrently with such redemption). For purposes of the preceding
sentence, "capital shares" means any common stock, preferred stock,
depositary shares, partnership or other interests, participations or
other ownership interests (however designated) and any rights (other
than debt securities convertible into or exchangeable at the option of
the holder for equity securities (unless and to the extent such debt
securities are subsequently converted into capital shares)) or options
to purchase any of the foregoing of or in the Corporation or the
Partnership.
(b) Notice of redemption of the Series A Preferred Stock shall
be mailed by the Corporation to each holder of record of the shares to
be redeemed by first class mail, postage prepaid at such holder's
address as the same appears on the stock records of the Corporation.
Any notice which was mailed as described above shall be conclusively
presumed to have been duly given on the date mailed whether or not the
holder receives the notice. Each notice shall state: (i) the Redemption
Date; (ii) the number of shares of Series A Preferred Stock to be
redeemed; and (iii) the place or places where certificates for such
shares of Series A Preferred Stock are to be surrendered for cash. From
and after
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the Redemption Date, dividends on the shares of Series A Preferred
Stock to be redeemed will cease to accrue, such shares shall no longer
be deemed to be outstanding and all rights of the holders thereof shall
cease (except the right to receive the cash payable upon such
redemption).
(c) The Series A Preferred Stock has no stated maturity and
will not be subject to any sinking fund or mandatory redemption
provisions except as provided under Article 14 of the Charter.
(d) Subject to applicable law and the limitation on purchases
when dividends on the Series A Preferred Stock are in arrears, the
Corporation may, at any time and from time to time, purchase any shares
of Series A Preferred Stock in the open market, by tender or by private
agreement.
6. VOTING RIGHTS.
(a) Holders of the Series A Preferred Stock will not have any
voting rights, except as set forth below or as otherwise from time to
time required by law.
(b) If and whenever distributions on any shares of Series A
Preferred Stock or any series or class of Parity Stock shall be in
arrears for six or more quarterly periods (whether or not consecutive),
the number of directors then constituting the Board of Directors shall
be increased by two and the holders of such shares of Series A
Preferred Stock (voting together as a single class with all other
shares of Parity Stock of any other class or series which is entitled
to similar voting rights (the "Voting Preferred Stock")) will be
entitled to vote for the election of the two additional directors of
the Corporation at any annual meeting of stockholders or at a special
meeting of the holders of the Series A Preferred Stock and of the
Voting Preferred Stock called for that purpose. The Corporation must
call such special meeting upon the request of any holder of record of
shares of Series A Preferred Stock. Whenever dividends in arrears on
outstanding shares of the Series A Preferred Stock and the Voting
Preferred Stock shall have been paid and dividends thereon for the
current quarterly dividend period shall have been paid or declared and
set apart for payment, then the right of the holders of the Series A
Preferred Stock to elect such additional two directors shall cease and
the terms of office of such directors shall terminate and the number of
directors constituting the Board of Directors shall be reduced
accordingly.
(c) The affirmative vote or consent of at least 66 2/3% of the
votes entitled to be cast by the holders of the outstanding shares of
Series A Preferred Stock and the holders of all other classes or series
of Preferred Stock entitled to vote on such matters, voting as a single
class, will be required to (i) authorize the creation of, the increase
in the authorized amount of, or issuance of any shares of any class of
Senior Stock or any security convertible into shares of any class of
Senior Stock or (ii) amend, alter or repeal any provision of, or add
any provision to, the Charter, including the Articles of Amendment, or
the Corporation's bylaws, if such action would materially adversely
affect the voting powers, rights or preferences of the holders of the
Series A Preferred Stock. The amendment of the Charter to authorize,
create, or to increase the authorized amount of Junior Stock or any
shares of any class of Parity Stock, shall not be deemed to
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materially adversely affect the voting powers, rights or preferences of
the holders of Series A Preferred Stock. No such vote of the holders
Series A Preferred Stock as described above shall be required if
provision is made to redeem all shares of Series A Preferred Stock at
or prior to the time such amendment, alteration or repeal is to take
effect, or when the issuance of any such shares or convertible security
is to be made, as the case may be.
(d) With respect to the exercise of the above described voting
rights, each share of Series A Preferred Stock shall have one (1) vote
per share, except that when any other class or series of Preferred
Stock shall have the right to vote with the Series A Preferred Stock as
a single class, then the Series A Preferred Stock and such other class
or series shall have one quarter of one (0.25) vote per $25 of stated
Liquidation Preference.
(e) 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 A 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.
7. CONVERSION. The Series A Preferred Stock is not convertible into
or exchangeable for any other property or securities of the
Corporation.
THIRD: The above-listed amendments are to become effective when these
articles of amendment are accepted for filing by the Secretary of State of the
State of Tennessee.
FOURTH: The above-listed amendments do not provide for the exchange,
reclassification or cancellation of existing shares.
FIFTH: The above-listed amendments were duly adopted by the Board of
Directors of the Corporation as of June 9, 1998 and were not required to be
adopted by the shareholders of the Corporation.
Dated this the _____ day of June, 1998.
EQUITY INNS, INC.
By:
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Howard A. Silver
Title: President, Chief Operating Officer,
Treasurer and Chief Financial Officer
6
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NUMBER SHARES
EIPA
THIS CERTIFICATE IS TRANSFERABLE INCORPORATED UNDER THE LAWS
IN ATLANTA, GA. OR IN NEW YORK, N.Y. OF THE STATE OF TENNESSEE
[LOGO]
% SERIES A % SERIES A
CUMULATIVE PREFERRED STOCK CUMULATIVE PREFERRED STOCK
(LIQUIDATION PREFERENCE (LIQUIDATION PREFERENCE
$25 PER SHARE) $25 PER SHARE)
CUSIP 294703 20 2
SEE REVERSE FOR CERTAIN DEFINITIONS
EQUITY INNS, INC.
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NONASSESSABLE SHARES OF % SERIES A CUMULATIVE PREFERRED
STOCK, (LIQUIDATION PREFERENCE $25 PER SHARE), $.01 PAR VALUE PER SHARE, OF
Equity Inns, Inc. (the "Corporation"), a Tennessee corporation. The shares
represented by this Certificate are transferable only on the stock transfer
books of the Corporation by the holder of record hereof in person or by duly
authorized attorney or legal representative upon surrender of this Certificate
properly endorsed. This Certificate is not valid until countersigned and
registered by the Corporation's transfer agent and registrar.
In Witness Whereof, the Corporation has caused this Certificate to be
executed by the facsimile seal and signatures of its duly authorized officers.
Dated:
[SEAL]
/S/
COUNTERSIGNED AND REGISTERED: SECRETARY AND TREASURER
SUNTRUST BANK, ATLANTA
TRANSFER AGENT AND REGISTRAR
/S/
BY AUTHORIZED SIGNATURE CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
EQUITY INNS, INC.
THE SHARES OF 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 (I) BENEFICIALLY
OWN OR CONSTRUCTIVELY OWN SHARES OF COMMON STOCK IN EXCESS OF 9.9% OF THE NUMBER
OF OUTSTANDING SHARES OF COMMON STOCK, (II) BENEFICIALLY OWN OR CONSTRUCTIVELY
OWN SHARES OF ANY SERIES OF PREFERRED STOCK IN EXCESS OF 9.9% OF THE NUMBER OF
OUTSTANDING SHARES OF SUCH SERIES OF PREFERRED STOCK, (III) BENEFICIALLY OWN
SHARES OF EQUITY STOCK THAT WOULD RESULT IN THE SHARES OF EQUITY STOCK BEING
BENEFICIALLY OWNED BY FEWER THAN 100 PERSONS (DETERMINED WITHOUT REFERENCE TO
ANY RULES OF ATTRIBUTION), (IV) BENEFICIALLY OWN SHARES OF EQUITY STOCK THAT
WOULD RESULT IN THE CORPORATION BEING "CLOSELY HELD" UNDER SECTION 856(H) OF THE
CODE, OR (V) CONSTRUCTIVELY OWN SHARES OF EQUITY STOCK THAT WOULD CAUSE THE
CORPORATION TO CONSTRUCTIVELY OWN 10% OR MORE OF THE OWNERSHIP INTERESTS IN A
TENANT OF THE REAL PROPERTY OF THE CORPORATION, THE PARTNERSHIP, OR A SUBSIDIARY
OF THE CORPORATION OR THE PARTNERSHIP, WITHIN THE MEANING OF SECTION 856(D) (2)
(B) 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 IN WRITING. IF THE RESTRICTIONS ABOVE ARE VIOLATED, THE
SHARES OF EQUITY STOCK REPRESENTED HEREBY WILL BE TRANSFERRED AUTOMATICALLY AND
BY OPERATION OF LAW TO A TRUST AND SHALL BE DESIGNATED SHARES-IN-TRUST. ALL
CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CORPORATION'S
SECOND AMENDED AND RESTATED CHARTER OF THE CORPORATION, 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 SHAREHOLDER WHO SO REQUESTS.
THE SHARES REPRESENTED HEREBY ARE SUBJECT TO ALL OF THE PROVISIONS OF
THE CHARTER AND BYLAWS OF THE COMPANY, EACH AS AMENDED FROM TIME TO TIME, TO ALL
OF WHICH THE HOLDER BY ACCEPTANCE HEREOF ASSENTS. THE COMPANY 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, 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 or regulations.
<TABLE>
<S> <C>
TEN COM -as tenants in common UNIF TRANSFER MIN ACT- Custodian
TEN ENT -as tenants by the entireties ------- --------
JT TEN -as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Transfers to Minors
in common Act -------------
(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
- ---------------------------------------
- ---------------------------------------
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
shares
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represented by this Certificate, and do hereby irrevocably constitute and
appoint
Attorney
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to transfer the said shares on the books of the Corporation with full power of
substitution in the premises.
Date:
---------------------------------
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT, OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED:
- --------------------------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
