Exhibit 4.01 (d)
Resolutions Adopted June 22, 1987 by the Finance
Committee of the Board of Directors of the Company
Approving the Issue and Sale of $75,000,000 Debentures,
7-1/2% Series Due July 1, 1999,
With 1,500,000 Common Stock Purchase Warrants
RESOLVED, That this Committee hereby authorizes and approves
the issue and sale by the Company of 75,000 Units (the "Units"),
each Unit consisting of $1,000 principal amount of a Debenture,
7-1/2% Series due July 1, 1999 (collectively, the "Debentures")
and 20 Common Stock Purchase Warrants (collectively, the
"Warrants"), each such Warrant being exercisable to purchase one
share of the Common Stock, without par value, of the Company (the
"Common Stock");
RESOLVED FURTHER, That the Debentures and Warrants
comprising the Units shall have the terms and provisions (i) set
forth in the attached Board Resolution establishing the terms and
provisions of the Debentures and hereby adopted by this
Committee, and (ii) as hereinafter set forth;
RESOLVED FURTHER, That the initial Exercise Price of each
Warrant shall be $57.50 per share, to be evidenced by Warrant
Certificates to be countersigned and delivered by Mellon Bank,
N.A., as Warrant Agent (the "Warrant Agent") under a Warrant
Agreement to be dated June 23, 1987 (the "Warrant Agreement")
between the Company and the Warrant Agent, and expiring at 5:00
p.m., prevailing local time in New York, New York on July 1,
1992, with the number of Warrants and the Exercise Price to be
subject to adjustment as provided in the Warrant Agreement;
RESOLVED FURTHER, That the Debentures and the Warrants
comprising each Unit shall not be separately transferable until
October 1, 1987 or such earlier date as may be determined on
behalf of the Company by the President, the Executive Vice
President or the Vice President and Treasurer, with the consent
of the Representative of the Underwriters, all as more fully set
forth in the Warrant Agreement and the Board Resolution;
RESOLVED FURTHER, That the Underwriting Agreement dated June
23, 1987 between the Company and The First Boston Corporation
("First Boston"), on behalf of itself and as Representative of
the several Underwriters named on Schedule A thereto, presented
to this meeting (the "Underwriting Agreement") be and the same
hereby is approved, and that the proper officers of the Company
be and thereby they are authorized and directed to execute and
deliver, on behalf of the Company, the Underwriting Agreement,
substantially in the form presented to this meeting, with such
changes therein as the officers executing the same may approve;
RESOLVED FURTHER, That the Company shall issue and sell for
cash to the several Underwriters named in the Underwriting
Agreement the Units at the purchase price of $985.00 per Unit
specified in the Underwriting Agreement, and that the proper
officers of the Company be, and each of them hereby is,
authorized and directed to cause the Units, in the amounts agreed
to be purchased by each Underwriter, to be delivered to First
Boston for the several accounts of such Underwriters against
payment to the Company of the purchase price therefor, all in
accordance with the provisions of the Underwriting Agreement;
RESOLVED FURTHER, That the form of Warrant Agreement
presented to this meeting between the Company and the Warrant
Agent, providing for the appointment of the Warrant Agent and for
certain terms and provisions of the Warrants, be and the same
hereby is approved, and that the proper officers of the Company
be and hereby they are authorized and directed to execute and
deliver, on behalf of the Company, the Warrant Agreement
substantially in the form presented to this meeting, with such
changes therein as the officers executing the same may approve;
RESOLVED FURTHER, That the authority of the Company's
Transfer Agent and Registrar with respect to the issuance,
transfer, countersignature and registration of shares of the
Company's Common Stock be and hereby it is extended to cover the
authorized but unissued shares of Common Stock issuable upon
exercise of Warrants, and that the proper officers of the Company
be and hereby they are authorized and directed to issue such
orders and instructions to the Company's Transfer Agent and
Registrar as they or any of them shall deem necessary or
advisable in connection with the foregoing;
RESOLVED FURTHER, That the actions of the officers of the
Company in causing to be filed with the Securities and Exchange
Commission (the "SEC") on April 7, 1987 a Registration Statement
(Form S-3, Registration Number 33-13232), including a Preliminary
Prospectus dated April 7, 1987, relating to 75,000 Units and
1.575 million shares of Common Stock be, and hereby it is, in all
respects ratified, confirmed and approved, and that the proper
officers of the Company be, and each of them hereby is,
authorized and empowered, for and on behalf of the Company, to
prepare or cause to be prepared and to execute and file with the
SEC Amendment No. 1, including a Final Prospectus, to the
Registration Statement, and to use such Amendment and such Final
Prospectus in connection with the offering and sale of Units;
RESOLVED FURTHER, That the forms of Debentures and Warrants
(proofs of May 8, 1987 and May 7, 1987, respectively) presented
to this meeting be and the same hereby are approved, and that the
proper officers of the Company be and hereby they are authorized
and directed to execute and deliver, on behalf of the Company,
the Debentures and Warrants in substantially the forms presented
to this meeting, with the blanks appropriately filled, and with
such changes therein as the officers executing the same may
approve;
RESOLVED FURTHER, That the Debentures shall, as provided in
the Indenture, be signed in the name and on behalf of the Company
by the facsimile signature of the President of the Company under
its corporate seal (which may be printed, engraved or otherwise
reproduced on the Debentures, by facsimile or otherwise),
attested by the facsimile signature of the Secretary of the
Company, and that the facsimile signatures of Donald I. Moritz
and Audrey C. Moeller, as President and Secretary of the Company,
respectively, be and hereby they are adopted and approved for
such purpose;
RESOLVED FURTHER, That the action of the proper officers of
the Company, in causing to be filed with the New York Stock
Exchange an application for the listing thereon, subject to
official notice of issuance, of $75,000,000 principal amount of
7-1/2% Debentures due July 1, 1999 and 1,500,000 shares of
authorized but unissued shares of common stock issuable upon
exercise of common stock warrants sold in conjunction with the
Debentures due July 1, 1999, is hereby ratified, confirmed and
approved and each of them is hereby authorized to make such
changes therein and to take such steps as may be necessary or
desirable to conform to applicable requirements for listing of
such Debentures and shares of common stock;
RESOLVED FURTHER, That the form presented to this meeting of
the proposed Indemnity Agreement between the Company and The New
York Stock Exchange, relating to the listing on said Exchange of
the Debentures executed by facsimile signature as aforesaid, be
and the same hereby is approved, and that the proper officers of
the Company be and hereby they are authorized and directed to
execute and deliver, on behalf of the Company, such Indemnity
Agreement substantially in the form presented to this meeting,
with such changes therein as the officers executing the same may
approve;
RESOLVED FURTHER, That the action of the proper officers of
the Company in causing to be filed with the Philadelphia Stock
Exchange an application for the listing thereon, subject to
official notice of issuance, of 1,500,000 shares of authorized
but unissued shares of common stock is hereby ratified, confirmed
and approved.
On motion duly made and seconded, the following resolution
was unanimously adopted:
RESOLVED,That in accordance with Section 301 of the
Indenture dated as of April 1, 1983 (the "Indenture") from the
Company to Bankers Trust Company, as trustee (the "Trustee"),
there is hereby established for authentication and delivery by
the Trustee the third series of Securities (such series being
referred to herein as the "Debentures") of the Company to be
issued under the Indenture, having the following terms and
provisions in addition to the terms and provisions established by
the Indenture:
1.1 Title. The Title of the Debentures shall be "Debentures,
7-1/2% Series Due July 1, l999".
2.1 Principal Amount. The aggregate principal amount of the
Debentures which may be authenticated and delivered under the
Indenture (except for Debentures authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu
of, other Debentures pursuant to Section 304, 305, 306, 906 or
1107 of the Indenture) shall be limited to $75,000,000.
3.1 Maturity. The principal of the Debentures shall be
payable on July 1, 1999.
4.1 Interest Rate. The Debentures shall bear interest at the
rate of 7-1/2% per annum until the principal thereof is paid or
made available for payment and (to the extent that the payment of
such interest shall be legally enforceable) at the same rate per
annum on any overdue principal and premium and on any overdue
installment of interest.
4.2 Interest Accrual. Interest on the Debentures shall
accrue from the date of the original issue of any of the
Debentures or from the most recent Interest Payment Date (as
specified in Section 4.3 below) to which interest has been paid
or duly provided for.
4.3 Interest PaYment Dates. The Interest Payment Dates on
which interest on the Debentures shall be paid or duly provided
for shall be semiannually on January 1 and July 1 in each year,
commencing January 1, 1988.
4 Regular Record Dates. The Regular Record Dates for the
interest on the Debentures so payable on any Interest Payment
Date (as specified in Section 4.3 above) shall be the December 15
or June 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.
5.1 Place of Payment. Principal of the Debentures shall be
payable at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, the City of New York,
New York. Unless otherwise designated by the Company in a
written notice to the Trustee, such office or agency in the
Borough of Manhattan for the above purpose shall be the Corporate
Trust Office of the Trustee. Interest on the Debentures shall be
payable by check mailed to the registered address of the holder
of record on the Regular Record Date for such interest payment.
6.1 Redemption. The Debentures shall not be redeemable, in
whole or in part, prior to maturity.
7.1 Denominations. As contemplated by the Indenture, the
Debentures shall be issuable in denominations of $1,000 and any
integral multiple thereof.
8.1 Convertibility. The Debentures shall not be convertible
into shares of capital stock or other securities of the Company.
9.1 Repayment. Except as provided in Section 10.1 hereof,
the Company shall have no obligation to repay the Debentures (at
the option of Holders or otherwise) prior to the Maturity of the
Debentures (as specified in Section 3.1 above).
10.1 Acceleration. In the event of a declaration of
acceleration of the maturity of the Debentures pursuant to
Section 502 of the Indenture, only an amount of principal equal
to the accreted value of the Debentures may be declared to be due
and payable. The accreted value of the Debentures shall be equal
to the issue price of the Debentures as established for the
purchasers upon original issue, increased by the amount of
original issue discount which such purchasers would have been
required to include in gross income to the time of such
declaration of acceleration, in each case as determined for
purposes of federal income taxes under the provisions of the
Internal Revenue Code as in effect on the date of original
issuance of the Debentures. In determining the issue price and
original issue discount of the Debentures, the Trustee shall be
entitled to rely on a certificate of a firm of independent
certified public accountants who shall be satisfactory to the
Trustee (and who may be accountants to the Company).
11.1 Section 403 of the Indenture. Section 403 of the
Indenture shall apply to the Debentures.
12.1 Transfers. Until October 1, 1987 or such earlier date
(the "Termination Date") as may be determined by the Company with
the consent of The First Boston Corporation, the Debentures may
not be transferred without the simultaneous transfer of 20 of the
Company's Common Stock Purchase Warrants (the "Warrants") to the
same registered holder for each $1,000 principal amount of
Debentures so transferred.
13.1 Other Provisions. The Debentures shall have no other
terms than as set forth in this Board Resolution and the
Indenture or as may be set forth in any indenture or indentures
supplemental to the Indenture.
Capitalized terms used in this Board Resolution have the
meanings set forth in the Indenture unless otherwise indicated or
the context indicates otherwise.