EXHIBIT C
TO RIGHTS AGREEMENT
FORM OF CERTIFICATE OF DESIGNATIONS
OF
SERIES F JUNIOR PARTICIPATING CUMULATIVE PREFERRED STOCK
OF
MEDIAONE GROUP, INC.
Pursuant to Section 151 of the Delaware
General Corporation Law
I, _____________, _______________________ of MediaOne Group, Inc., a
corporation organized and existing under the Delaware General Corporation Law
(the "Corporation"), in accordance with the provisions of Section 151 of such
law, DO HEREBY CERTIFY that: pursuant to the authority conferred upon the Board
of Directors by the Restated Certificate of Incorporation of the Corporation and
pursuant to Section 151 of the Delaware General Corporation Law the Board of
Directors on February 5, 1999 adopted the following resolution which creates a
series of 2,000,000 shares of Preferred Stock designated as Series F Junior
Participating Cumulative Preferred Stock.
RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with the provisions of its Restated Certificate
of Incorporation, a series of Preferred Stock of the Corporation be, and hereby
is, created and that the designation and amount thereof and the voting powers,
preferences and relative, participating, optional or other special rights of the
shares of such series, and the qualifications, limitations or restrictions
thereof are as follows:
Section 1. Designation and Amount. The shares of such series shall be
designated as "Series F Junior Participating Cumulative Preferred Stock" (the
"Series F Preferred Stock") and the number of shares constituting such series
shall be 2,000,000.
Section 2. Dividends and Distributions.
(A) Subject to the provisions for adjustment hereinafter set forth, the holders
of shares of Series F Preferred Stock shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds legally available
for the purpose, (i) cash dividends in an amount per share (rounded to the
nearest cent) equal to 1,000 times the aggregate per share amount of all
cash dividends declared or paid on the Common Stock, $0.01 par value per
share, of the Corporation (the "Common Stock") and (ii) a preferential cash
dividend (the "Preferential Dividends"), if any, on the first day of
February, May, August and November of each year (each a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series F
Preferred Stock, in an amount (except in the case of the first Quarterly
Dividend Payment Date if the date of the first issuance of Series F
Preferred Stock is a date other than a Quarterly Dividend Payment Date, in
which case such payment shall be a prorated amount of such amount) equal to
$25.00 per share of Series F Preferred Stock less the per share amount of
all cash dividends declared on the Series F Preferred Stock pursuant to
clause (i) of this sentence since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, since the first issuance of any share or fraction of a share
of Series F Preferred Stock. In the event the Corporation shall, at any
time after the issuance of any share or fraction of a share of Series F
Preferred Stock, make any distribution on the shares of Common Stock of the
Corporation, whether by way of a dividend or a reclassification of stock, a
recapitalization, reorganization or partial liquidation of the Corporation
or otherwise, which is payable in cash or any debt security, debt
instrument, real or personal property or any other property (other than
cash dividends subject to the immediately preceding sentence, a
distribution of shares of Common Stock or other capital stock of the
Corporation or a distribution of rights or warrants to acquire any such
share, including any debt security convertible into or exchangeable for any
such share, at a price less than the Fair Market Value (as hereinafter
defined) of such share), then, and in each such event the Corporation shall
simultaneously pay on each then outstanding share of Series F Preferred
Stock of the Corporation a distribution, in like kind, of 1,000 times such
distribution paid on a share of Common Stock (subject to the provisions for
adjustment hereinafter set forth). The dividends and distributions on the
Series F Preferred Stock to which holders thereof are entitled pursuant to
clause (i) of the first sentence of this paragraph and pursuant to the
second sentence of this paragraph are hereinafter referred to as
"Participating Dividends" and the multiple of such cash and non-cash
dividends on the Common Stock applicable to the determination of the
Participating Dividends, which shall be 1,000 initially but shall be
adjusted from time to time as hereinafter provided, is hereinafter referred
to as the "Dividend Multiple". In the event the Corporation shall at any
time after April 6, 2009 (the "Effective Date") declare or pay any dividend
or make any distribution on Common Stock payable in shares of Common Stock,
or effect a subdivision or split or a combination, consolidation or reverse
split of the outstanding shares of Common Stock into a greater or lesser
number of shares of Common Stock, or issue any of its capital stock in a
reclassification of the Common Stock (including any such reclassification
in connection with a consolidation or merger in which the Corporation is
the continuing or surviving corporation), then in each such case the
Dividend Multiple thereafter applicable to the determination of the amount
of Participating Dividends which holders of shares of Series F Preferred
Stock shall be entitled to receive shall be the Dividend Multiple
applicable immediately prior to such event multiplied by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare each Participating Dividend at the same time
it declares any cash or non-cash dividend or distribution on the Common
Stock in respect of which a Participating Dividend is required to be paid.
No cash or non-cash dividend or distribution on the Common Stock in respect
of which a Participating Dividend is required to be paid shall be paid or
set aside for payment on the Common Stock unless a Participating Dividend
in respect of such dividend or distribution on the Common Stock shall be
simultaneously paid, or set aside for payment, on the Series F Preferred
Stock.
(C) Preferential Dividends shall begin to accrue on outstanding shares of
Series F Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issuance of any shares of Series F Preferred Stock.
Accrued but unpaid Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the shares of Series F Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.
Section 3. Voting Rights.
The holders of shares of Series F Preferred Stock shall have the
following voting rights:
(A) Subject to the provisions for adjustment hereinafter set forth, each share
of Series F Preferred Stock shall entitle the holder thereof to 1,000 votes
on all matters submitted to a vote of the stockholders of the Corporation.
The number of votes which a holder of Series F Preferred Stock is entitled
to cast, as the same may be adjusted from time to time as hereinafter
provided, is hereinafter referred to as the "Vote Multiple". In the event
the Corporation shall at any time after the Effective Date declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of
the outstanding shares of Common Stock into a greater or lesser number of
shares of Common Stock, or issue any of its capital stock in a
reclassification of the Common Stock (including any such reclassification
in connection with a consolidation or merger in which the Corporation is
the continuing or surviving corporation, then in each such case the Vote
Multiple thereafter applicable to the determination of the number of votes
per share to which holders of shares of Series F Preferred Stock shall be
entitled after such event shall be the Vote Multiple immediately prior to
such event multiplied by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in the Certificate of Incorporation or
By-Laws, the holders of shares of Series F Preferred Stock and the holders
of shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.
(C) In the event that the Preferential Dividends accrued on the Series F
Preferred Stock for four or more quarterly dividend periods, whether
consecutive or not, shall not have been declared and paid or set apart for
payment, the holders of record of Preferred Stock of the Corporation of all
series (including the Series F Preferred Stock), other than any series in
respect of which such right is expressly withheld by the Certificate of
Incorporation or the authorizing resolutions included in the Certificate of
Designations therefor, shall have the right, at the next meeting of
stockholders called for the election of directors, to elect two members to
the Board of Directors, which directors shall be in addition to the number
required by the By-Laws prior to such event, to serve until the next Annual
Meeting and until their successors are elected and qualified or their
earlier resignation, removal or incapacity or until such earlier time as
all accrued and unpaid Preferential Dividends upon the outstanding shares
of Series F Preferred Stock shall have been paid (or irrevocably set aside
for payment) in full. The holders of shares of Series F Preferred Stock
shall continue to have the right to elect directors as provided by the
immediately preceding sentence until all accrued and unpaid Preferential
Dividends upon the outstanding shares of Series F Preferred Stock shall
have been paid (or set aside for payment) in full. Such directors may be
removed and replaced by such stockholders, and vacancies in such
directorships may be filled only by such stockholders (or by the remaining
director elected by such stockholders, if there be one) in the manner
permitted by law; provided, however, that any such action by stockholders
shall be taken at a meeting of stockholders and shall not be taken by
written consent thereto.
(D) Except as otherwise required by the Certificate of incorporation or By-Laws
or set forth herein, holders of Series F Preferred Stock shall have no
special voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of Common Stock as set
forth herein) for the taking of any corporate action.
Section 4. Certain Restrictions.
(A) Whenever Preferential Dividends or Participating Dividends are in arrears
or the Corporation shall be in default of payment thereof, thereafter and
until all accrued and unpaid Preferential Dividends and Participating
Dividends, whether or not declared, on shares of Series F Preferred Stock
outstanding shall have been paid or set aside for payment in full, and in
addition to any and all other rights which any holder of shares of Series F
Preferred Stock may have in such circumstances, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration, any shares
of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series F Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on any
shares of stock ranking on a parity as to dividends with the Series F
Preferred Stock, unless dividends are paid ratably on the Series F
Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the
holders of all such shares are then entitled if the full dividends
accrued thereon were to be paid;
(iii)except as permitted by subparagraph (iv) of this paragraph 4(A),
redeem or purchase or otherwise acquire for consideration shares of
any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series F Preferred
Stock, provided that the Corporation may at any time redeem, purchase
or otherwise acquire shares of any such parity stock in exchange for
shares of any stock of the Corporation ranking junior (both as to
dividends and upon liquidation, dissolution or winding up) to the
Series F Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares of Series F
Preferred Stock, or any shares of stock ranking on a parity with the
Series F Preferred Stock (either as to dividends or upon liquidation,
dissolution or winding up), except in accordance with a purchase offer
made to all holders of such shares upon such terms as the Board of
Directors, after consideration of the respective annual dividend rates
and other relative rights and preferences of the respective series and
classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any Subsidiary (as hereinafter defined) of
the Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such shares
at such time and in such manner. A "Subsidiary" of the Corporation shall
mean any corporation or other entity of which securities or other ownership
interests having ordinary voting power sufficient to elect a majority of
the Board of Directors or other persons performing similar functions are
Beneficially Owned, directly or indirectly, by the Corporation or by any
corporation or other entity that is otherwise controlled by the
Corporation.
(C) The Corporation shall not issue any shares of Series F Preferred Stock
except upon exercise of Rights issued pursuant to that certain Rights
Agreement by and between the Corporation and the Rights Agent, a copy
of which is on file with the Secretary of the Corporation at its
principal executive office and shall be made available to stockholders
of record without charge upon written request therefor addressed to
said Secretary. Notwithstanding the foregoing sentence, nothing
contained in the provisions hereof shall prohibit or restrict the
Corporation from issuing for any purpose any series of Preferred Stock
with rights and privileges similar to, different from, or greater
than, those of the Series F Preferred Stock.
Section 5. Reacquired Shares.
Any shares of Series F Preferred Stock purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be retired and canceled
promptly after the acquisition thereof. All such shares upon their
retirement and cancellation shall become authorized but unissued shares of
Preferred Stock, without designation as to series, and such shares may be
reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors.
Section 6. Liquidation, Dissolution or Winding Up.
Upon any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation, no distribution shall be made (i) to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series F Preferred Stock unless the
holders of shares of Series F Preferred Stock shall have received, subject
to adjustment as hereinafter provided, (A) $1,000 ($1.00 per one
one-thousandth of a share) plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not declared, to the date
of such payment, or (B) if greater than the amount specified in clause
(i)(A) of this sentence, an amount equal to 1,000 times the aggregate
amount to be distributed per share to holders of Common Stock, as the same
may be adjusted as hereinafter provided, and (ii) to the holders of stock
ranking on a parity upon liquidation, dissolution or winding up with the
Series F Preferred Stock, unless simultaneously therewith distributions are
made ratably on the Series F Preferred Stock and all other shares of such
parity stock in proportion to the total amounts to which the holders of
shares of Series F Preferred Stock are entitled under clause (i)(A) of this
sentence and to which the holders of such parity shares are entitled, in
each case upon such liquidation, dissolution or winding up. The amount to
which holders of Series F Preferred Stock may be entitled upon liquidation,
dissolution or winding up of the Corporation pursuant to clause (i)(B) of
the foregoing sentence is hereinafter referred to as the "Participating
Liquidation Amount" and the multiple of the amount to be distributed to
holders of shares of Common Stock upon the liquidation, dissolution or
winding up of the Corporation applicable pursuant to said clause to the
determination of the Participating Liquidation Amount, as said multiple may
be adjusted from time to time as hereinafter provided, is hereinafter
referred to as the "Liquidation Multiple". In this event the Corporation
shall at any time after the Effective Date declare or pay any dividend on
Common Stock payable in shares of Common Stock, or effect a subdivision or
split or a combination, consolidation or reverse split of the outstanding
shares of Common Stock into a greater or lesser number of shares of Common
Stock, or issue any of its capital stock in a reclassification of the
Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Corporation is the continuing or
surviving corporation, then in each such case the Liquidation Multiple
thereafter applicable to the determination of the Participating Liquidation
Amount to which holders of Series F Preferred Stock shall be entitled after
such event shall be the Liquidation Multiple applicable immediately prior
to such event multiplied by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 7. Certain Reclassifications and Other Events.
(A) In the event that holders of shares of Common Stock of the Corporation
receive after the Effective Date, in respect of their shares of Common
Stock any share of capital stock of the Corporation (other than any share
of Common Stock of the Corporation), whether by way of reclassification,
recapitalization, reorganization, dividend or other distribution or
otherwise (a "Transaction"), then, and in each such event the dividend
rights, voting rights and rights upon the liquidation, dissolution or
winding up of the Corporation of the shares of Series F Preferred Stock
shall be adjusted so that after such event the holders of Series F
Preferred Stock shall be entitled, in respect of each share of Series F
Preferred stock held, in addition to such rights in respect thereof to
which such holder was entitled immediately prior to such adjustment, to
(i) such additional dividends as equal the Dividend Multiple in effect
immediately prior to such Transaction multiplied by the additional
dividends which the holder of a share of Common Stock shall be entitled to
receive by virtue of the receipt in the Transaction of such capital stock,
(ii) such additional voting rights as equal the Vote Multiple in effect
immediately prior to such Transaction multiplied by the additional voting
rights which the holder of a share of Common Stock shall be entitled to
receive by virtue of the receipt in the Transaction of such capital stock
and (iii) such additional distributions upon liquidation, dissolution or
winding up of the Corporation as equal the Liquidation Multiple in effect
immediately prior to such Transaction multiplied by the additional amount
which the holder of a share of Common Stock shall be entitled to receive
upon liquidation, dissolution or winding up of the Corporation by virtue of
the receipt in the Transaction of such capital stock, as the case may be,
all as provided by the terms of such capital stock.
(B) In the event that holders of shares of Common Stock of the Corporation
receive after the Effective Date, in respect of their shares of Common
Stock any right or warrant to purchase Common Stock (including as such a
right, for all purposes of this paragraph, any security convertible into or
exchangeable for Common Stock) at a purchase price per share less than the
Fair Market Value (as hereinafter defined) of a share of Common Stock on
the date of issuance of such right or warrant, then and in each such event
the dividend rights, voting rights and rights upon the liquidation,
dissolution or winding up of the Corporation of the shares of Series F
Preferred Stock shall each be adjusted so that after such event the
Dividend Multiple, the Vote Multiple and the Liquidation Multiple shall
each be the product of the Dividend Multiple, the Vote Multiple and the
Liquidation Multiple, as the case may be, in effect immediately prior to
such event multiplied by a fraction the numerator of which shall be the
number of shares of Common Stock outstanding immediately before such
issuance of rights or warrants plus the maximum number of shares of Common
Stock which could be acquired upon exercise in full of all such rights or
warrants and the denominator of which shall be the number of shares of
Common Stock outstanding immediately before such issuance of rights or
warrants plus the number of shares of Common Stock which could be
purchased, at the Fair Market Value of the Common Stock at the time of such
issuance, by the maximum aggregate consideration payable upon exercise in
full of all such rights or warrants.
(C) In the event that holders of shares of Common Stock of the Corporation
receive after the Effective Date in respect of their shares of Common Stock
any right or warrant to purchase capital stock of the Corporation (other
than shares of Common Stock), including as such a right, for all purposes
of this paragraph, any security convertible into or exchangeable for
capital stock of the Corporation, (other than Common Stock), at a purchase
price per share less than the Fair Market Value of such shares of capital
stock on the date of issuance of such right or warrant, then and in each
such event the dividend rights, voting rights and rights upon liquidation,
dissolution or winding up of the Corporation of the shares of Series F
Preferred Stock shall each be adjusted so that after such event each holder
of a share of Series F Preferred Stock shall be entitled, in respect of
each share of Series F Preferred Stock held, in addition to such rights in
respect thereof to which such holder was entitled immediately prior to such
event, to receive (i) such additional dividends as equal the Dividend
Multiple in effect immediately prior to such event multiplied, first, by
the additional dividends to which the holder of a share of Common Stock
shall be entitled upon exercise of such right or warrant by virtue of the
capital stock which could be acquired upon such exercise and multiplied
again by the Discount Fraction (as hereinafter defined) and (ii) such
additional voting rights as equal the Vote Multiple in effect immediately
prior to such event multiplied, first, by the additional voting rights to
which the holder of a share of Common Stock shall be entitled upon exercise
of such right or warrant by virtue of the capital stock which could be
acquired upon such exercise and multiplied again by the Discount Fraction
and (iii) such additional distribution upon liquidation, dissolution or
winding up of the Corporation as equal the Liquidation Multiple in effect
immediately prior to such event multiplied, first, by the additional amount
which the holder of a share of Common Stock shall be entitled to receive
upon liquidation, dissolution or winding up of the Corporation upon
exercise of such right or warrant by virtue of the capital stock which
could be acquired upon such exercise and multiplied again by the Discount
Fraction. For purposes of this paragraph, the "Discount Fraction" shall be
a fraction the numerator of which shall be the difference between the Fair
Market Value of a share of the capital stock subject to a right or warrant
distributed to holders of shares of Common Stock of the Corporation as
contemplated by this paragraph immediately after the distribution thereof
and the purchase price per share for such share of capital stock pursuant
to such right or warrant and the denominator of which shall be the Fair
Market Value of a share of such capital stock immediately after the
distribution of such right or warrant.
(D) For purposes of this Certificate of Designations, the "Fair Market Value"
of a share of capital stock of the Corporation (including a share of Common
Stock) on any date shall be deemed to be the average of the daily closing
price per share thereof over the 30 consecutive Trading Days (as such term
is hereinafter defined) immediately prior to such date; provided, however,
that, in the event that such Fair Market Value of any such share of capital
stock is determined during a period which includes any date that is within
30 Trading Days after (i) the ex-dividend date for a dividend or
distribution on stock payable in shares of such stock or securities
convertible into shares of such stock, or (ii) the effective date of any
subdivision, split, combination, consolidation, reverse stock split or
reclassification of such stock, then, and in each such case, the Fair
Market Value shall be appropriately adjusted by the Board of Directors of
the Corporation to take into account ex-dividend or post-effective date
trading. The closing price for any day shall be the last sale price,
regular way, or, in case, no such sale takes place on such day, the average
of the closing bid and asked prices, regular way (in either case, as
reported in the applicable transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock Exchange),
or, if the shares are not listed or admitted to trading on the New York
Stock Exchange, as reported in the applicable transaction reporting system
with respect to securities listed on the principal national securities
exchange on which the shares are listed or admitted to trading or, if the
shares are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the
high bid and low asked prices in the over-the-counter market, as reported
by the National Association of Securities Dealers, Inc. Automated Quotation
System ("NASDAQ") or such other system then in use, or if on any such date
the shares are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker
making a market in the shares selected by the Board of Directors of the
Corporation. The term "Trading Day" shall mean a day in which the principal
national securities exchange on which the shares are listed or admitted to
trading is open for the transaction of business or, if the shares are not
listed or admitted to trading on any national securities exchange, on which
the New York Stock Exchange or such other national securities exchange as
may be selected by the Board of Directors of the Corporation is open. If
the shares are not publicly held or not so listed or traded on any day
within the period of 30 Trading Days applicable to the determination of
Fair Market Value thereof as aforesaid, "Fair Market Value" shall mean the
fair market value thereof per share as determined in good faith by the
Board of Directors of the Corporation. In either case referred to in the
foregoing sentence, the determination of Fair Market Value shall be
described in a statement filed with the Secretary of the Corporation.
Section 8. Consolidation, Merger, etc.
In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any
other property, then in any such case each outstanding share of Series F
Preferred Stock shall at the same time be similarly exchanged for or
changed into the aggregate amount of stock, securities, cash and/or other
property (payable in like kind), as the case may be, for which or into
which each share of Common Stock is changed or exchanged multiplied by the
highest of the Vote Multiple, the Dividend Multiple or the Liquidation
Multiple in effect immediately prior to such event.
Section 9. Effective Time of Adjustments.
(A) Adjustments to the Series F Preferred Stock required by the provisions
hereof shall be effective as of the time at which the event requiring such
adjustments occurs.
(B) The Corporation shall give prompt written notice to each holder of a share
of Series F Preferred Stock of the effect of any adjustment to the voting
rights, dividend rights or rights upon liquidation, dissolution or winding
up of the Corporation of such shares required by the provisions hereof.
Notwithstanding the foregoing sentence, the failure of the Corporation to
give such notice shall not affect the validity of or the force or effect of
or the requirement for such adjustment.
Section 10. No Redemption.
The shares of Series F Preferred Stock shall not be redeemable at the
option of the Corporation or any holder thereof. Notwithstanding the
foregoing sentence of this Section, the Corporation may acquire shares of
Series F Preferred Stock in any other manner permitted by law, the
provisions hereof and the Certificate of Incorporation of the Corporation.
Section 11. Ranking.
Unless otherwise provided in the Restated Certificate of Incorporation
of the Corporation or a Certificate of Designations relating to a series of
preferred stock of the Corporation established after the issuance of any
share of Series F Preferred Stock or any right, warrant, or option
providing for the issuance thereof, the Series F Preferred Stock shall
rank, as to the payment of dividends and the distribution of assets on
liquidation, dissolution or winding up, (i) pari passu with the Series A
Junior Participating Cumulative Preferred Stock, par value $1.00 per share,
(ii) pari passu with the Series C Cumulative Redeemable Preferred Stock,
par value $1.00 per share, (iii) junior to all other series of the
Corporation's Preferred Stock and (iv) senior to the Common Stock.
Section 12. Amendment.
The provisions hereof and the Certificate of Incorporation of the
Corporation shall not be amended in any manner which would adversely affect
the rights, privileges or powers of the Series F Preferred Stock without,
in addition to any other vote of stockholders required by law, the
affirmative vote of the holders of two-thirds or more of the outstanding
shares of Series F Preferred Stock, voting together as a single class.
Section 13. Fractional Shares.
Series F Preferred Stock may be issued in fractions of a share (in one
one-thousandths (1/1,000) of a share and integral multiples thereof) that
shall entitle the holder thereof, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends, participate in
distributions and have the benefit of all other rights of holders of shares
of Series F Preferred Stock.
IN WITNESS WHEREOF, I have executed and subscribed this Certificate to
Designations and do affirm the foregoing as true under the penalties of perjury
this ___ day of February, 1999.
Name:
Title:
ATTEST:
Secretary
