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CERTIFICATE OF DESIGNATIONS
OF
8.255% PRIDES, CONVERTIBLE PREFERRED STOCK
OF
KAISER ALUMINUM CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the
State of Delaware
Kaiser Aluminum Corporation (the "Corporation"), a
corporation organized and existing under the General Corporation
Law of the State of Delaware, in accordance with the provisions
of Section 103 thereof, hereby certifies that the following
resolutions were duly adopted by the Board of Directors of the
Corporation pursuant to the authority conferred upon the Board of
Directors by the Restated Certificate of Incorporation of the
Corporation, which authorizes the issuance of up to 20,000,000
shares of Preferred Stock, par value $.05 per share, at a meeting
of the Board of Directors duly held on January 26, 1994:
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 and by-
laws, the issue of a series of Preferred Stock, par value $.05
per share, of this Corporation is hereby authorized and the
designation, powers, preferences and relative, participating,
optional and other special rights of the shares of such series,
and the qualifications, limitations or restrictions thereof shall
be as follows:
Section 1. Designation and Amount. The series of
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Preferred Stock shall be designated as "8.255% PRIDES,
Convertible Preferred Stock" (the "PRIDES"). The PRIDES are
Preferred Redeemable Increased Dividend Equity Securities. The
authorized number of shares constituting such series shall be
9,200,000. The shares of PRIDES shall rank on a parity with
the Corporation's Series A Mandatory Conversion Premium Dividend
Preferred Stock (the "Series A Stock") in respect of the payment
of dividends and the distribution of assets upon Liquidation (as
defined in paragraph (a) of Section 5).
Section 2. Dividends.
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(a) In respect of the period beginning on and
including February 17, 1994 and ending on and including
December 30, 1997 (the "Preferred Period"), the holders of
outstanding shares of PRIDES will be entitled to receive, subject
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to the rights of holders of the Series A Stock and holders of
other classes or series of stock which may from time to time be
issued by the Corporation ranking on a parity with or senior to
the PRIDES in respect of dividends, and when, as and if declared
by the Board of Directors out of funds legally available
therefor, cumulative preferential cash dividends at the per share
rate of $.2425 per quarter for each of the quarters ending on
March 30, June 29, September 29 and December 30 of each year and
no more, payable in arrears on each March 31, June 30,
September 30 and December 31, respectively (each such date being
hereinafter referred to as a "Preferred Dividend Payment Date");
provided, however, that, with respect to any dividend period
during which a redemption
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occurs, the Corporation may, at its option, declare accrued
dividends on the shares of PRIDES to (but not including), and pay
such accrued dividends on, the date fixed for redemption, in
which case such dividends shall be payable to the holders of
shares of PRIDES as of the record date for such dividend payment
and shall not be included in the calculation of the related Call
Price (as defined in clause (ii) of paragraph (i) of Section 3).
The first dividend shall be for the period from and including the
first day of the Preferred Period to and including March 30, 1994
and will be paid on March 31, 1994. If any Preferred Dividend
Payment Date shall not be a business day (as defined in clause
(i) of paragraph (i) of Section 3), then the Preferred Dividend
Payment Date shall be on the next succeeding day that is a
business day. Each such dividend will be payable to holders of
record as they appear on the books of the Corporation or any
transfer agent for the shares of PRIDES on such record dates, not
less than 10 nor more than 50 days preceding the payment dates
thereof, as shall be fixed by the Board of Directors. Dividends
on the shares of PRIDES in respect of the Preferred Period shall
accrue on a daily basis commencing on and including the first day
of the Preferred Period and accrued dividends for each quarterly
dividend period or portion thereof shall accumulate, to the
extent not paid, on the Preferred Dividend Payment Date first
following the quarter or portion thereof for which they accrue.
Except as otherwise provided in Section 3(a) or in the first
proviso at the end of Section 3(j)(2), accumulated unpaid
dividends shall not bear interest. Dividends on the shares of
PRIDES shall accrue whether or not the Corporation has earnings,
whether or not there are funds legally available for the payment
of such dividends and whether or not such dividends are declared.
Dividends in arrears for any past quarterly dividend periods may
be declared and paid at any time without reference to any regular
Preferred Dividend Payment Date to holders of record on such
date, not exceeding 50 days preceding the payment date thereof,
as shall be fixed by the Board of Directors. Dividends (or cash
amounts equal to accrued and unpaid dividends) payable on the
shares of PRIDES for any period shorter than a quarterly dividend
period shall be computed on the basis of a 360-day year of twelve
30-day months. Dividends on the shares of PRIDES shall cease to
accrue as of the close of business on the earlier of (i) the last
day of the Preferred Period or, subject to the provisions of the
penultimate sentence of Section 3(b), (ii) the day immediately
prior to their earlier redemption.
(b) So long as any shares of PRIDES or a Deposit
Deficit (as defined in paragraph (a) of Section 3) are
outstanding, except as set forth in the next succeeding sentence
(unless a Deposit Deficit is outstanding), no dividends shall be
declared or paid or set apart for payment on, and no other
distribution shall be ordered or made on (other than dividends or
distributions paid in shares of, or options, warrants or rights
to subscribe for or purchase shares of, stock ranking junior to
the shares of PRIDES in respect of dividends and the distribution
of assets upon Liquidation), nor (except for redemptions or
conversions of the shares of PRIDES pursuant to paragraph (a),
(b) or (c) of Section 3) shall any sum or sums be set aside for,
in a sinking fund or otherwise, or applied to the purchase,
redemption or other acquisition for value of, the shares of
PRIDES, Series A Stock or any other class or series of stock
which may from time to time be issued by the Corporation ranking
on a parity with or junior to the shares of PRIDES in respect of
dividends or the distribution of assets upon Liquidation (or, if
any Deposit Deficit is outstanding, any class or series of stock
of the Corporation), unless all cumulative dividends accumulated
on the shares of PRIDES shall have been or shall
contemporaneously be declared and paid in full or shall be
declared and a sum sufficient for the payment in full thereof set
apart for such payment on the shares of PRIDES (or, if any
Deposit Deficit is outstanding, unless such Deposit Deficit and
all accrued interest thereon shall have been paid in full). When
dividends are not paid in full, as aforesaid, upon the shares of
PRIDES and any other class or series of stock of the Corporation
ranking on a parity with the shares of PRIDES in respect of
dividends, all dividends declared upon shares of PRIDES and any
other stock of the Corporation ranking on a parity with the
shares of PRIDES in respect of dividends (including the Series A
Stock) shall be declared pro rata so that the amount of dividends
declared per share on the shares of PRIDES and such other stock
shall in all cases
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bear to each other the same ratio that accrued and unpaid
dividends per share on the shares of PRIDES and such other stock
bear to each other. Holders of shares of PRIDES shall not be
entitled to any dividends, whether payable in cash, property or
stock, in excess of full cumulative dividends as herein provided.
Section 3. Redemptions or Conversions.
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(a) Mandatory Conversion on Mandatory Conversion Date.
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Unless earlier called for redemption or converted in accordance
with the provisions hereof, on December 31, 1997 or, if such date
is not a business day, the next succeeding day that is a business
day (the "Mandatory Conversion Date"), each outstanding share of
PRIDES shall, without additional notice to holders thereof,
convert automatically ("Mandatory Conversion") into:
(i) fully paid and non-assessable shares of
common stock of the Corporation (the "Common Stock") at
the Common Equivalent Rate (as defined herein) in
effect on the Mandatory Conversion Date; plus
(ii) the right to receive an amount in cash
equal to all accrued and unpaid dividends on such share
of PRIDES (other than previously declared dividends
payable to a holder of record as of a prior date) to
and including the last day of the Preferred Period,
whether or not earned or declared, out of funds legally
available therefor.
The "Common Equivalent Rate" shall initially be one
share of Common Stock for each share of PRIDES and shall be
subject to adjustment as set forth in paragraphs (d) and (e) of
this Section 3.
If an amount equal to all accrued and unpaid dividends
on the shares of PRIDES described in clause (ii) above (the
"Required Dividend Amount") is not deposited with a bank or trust
company in accordance with Section 3(j)(2) on or prior to the
Mandatory Conversion Date (the amount, if any, by which the
Required Dividend Amount exceeds the amount so deposited in
respect of the Required Dividend Amount being herein called the
"Deposit Deficit"), the Corporation shall, out of funds legally
available therefor, as promptly as practicable following the
Mandatory Conversion Date, deposit cash with a bank or trust
company in accordance with Section 3(j)(2) in an amount equal to
the Deposit Deficit plus an amount equal to interest at the rate
of 11% per annum on the Deposit Deficit from time to time
outstanding from and including the Mandatory Conversion Date to
but not including the date the Deposit Deficit is reduced to
zero; provided, that so long as a Deposit Deficit is outstanding,
no class or series of stock thereafter issued by the Corporation
shall rank senior to the claims of the holders of the shares of
PRIDES on the Mandatory Conversion Date with regard to the
Required Dividend Amount and interest thereon as and to the
extent provided in the first proviso at the end of Section
3(j)(2).
(b) Right to Call for Redemption. Shares of PRIDES
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are not redeemable by the Corporation before December 31, 1996
(the "Initial Redemption Date"). At any time and from time to
time on or after that date until and including the last day of
the Preferred Period, the Corporation shall have the right to
call, in whole or in part, the outstanding shares of PRIDES for
redemption (subject to the notice provisions set forth in
paragraph (j) of this Section 3). On the redemption date, the
Corporation shall deliver to the holders thereof in exchange for
each such share called for redemption the greater of:
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(i) a number of fully paid and non-
assessable shares of Common Stock determined by
dividing the Call Price in effect on the redemption
date by the Current Market Price (as defined in
clause (v) of paragraph (d) of this Section 3) per
share of Common Stock determined as of the second
Trading Date (as defined in clause (v) of paragraph (i)
of this Section 3) immediately preceding the Notice
Date (as defined in clause (iv) of paragraph (i) of
this Section 3); or
(ii) .8333 of a share of Common Stock
(subject to adjustment in the same manner as the
Optional Conversion Rate (as defined in paragraph (c)
of this Section 3) is adjusted).
If all shares of Common Stock described in the
preceding sentence are not deposited with a bank or trust company
in accordance with Section 3(j)(2) on or prior to the redemption
date, such redemption shall not be effective. If fewer than all
the outstanding shares of PRIDES are to be called for redemption,
shares to be redeemed shall be selected by the Corporation from
outstanding shares of PRIDES by lot or pro rata (as nearly as may
be practicable without creating fractional shares) or by any
other method determined by the Board of Directors of the
Corporation in its sole discretion to be equitable.
(c) Optional Conversion. Shares of PRIDES are
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convertible, at the option of the holders thereof ("Optional
Conversion"), at any time or from time to time, before the
Mandatory Conversion Date, unless previously redeemed, into
shares of Common Stock at a rate of .8333 of a share of Common
Stock for each share of PRIDES (the "Optional Conversion Rate"),
subject to adjustment as set forth in paragraphs (d) and (e) of
this Section 3. The right of Optional Conversion of shares of
PRIDES called for redemption shall terminate immediately before
the close of business on the day prior to any redemption date
with respect to such shares.
Optional Conversion of shares of PRIDES may be effected
by delivering certificates evidencing such shares of PRIDES,
together with written notice of conversion and, if required by
the Corporation, a proper assignment of such certificates to the
Corporation or in blank (and, if applicable as provided in the
following paragraph, cash payment of an amount equal to the
dividends attributable to the current quarterly dividend period
payable on such shares), to the office of the transfer agent for
the shares of PRIDES or to any other office or agency maintained
by the Corporation for that purpose and otherwise in accordance
with Optional Conversion procedures established by the
Corporation. Each Optional Conversion shall be deemed to have
been effected immediately before the close of business on the
date on which the foregoing requirements shall have been
satisfied. The Optional Conversion shall be at the Optional
Conversion Rate in effect at such time and on such date.
Holders of shares of PRIDES at the close of business on
a record date for any payment of declared dividends shall be
entitled to receive the dividend payable on such shares of PRIDES
on the corresponding dividend payment date notwithstanding the
Optional Conversion of such shares of PRIDES following such
record date and on or prior to such dividend payment date.
However, shares of PRIDES surrendered for Optional Conversion
after the close of business on a record date for any payment of
declared dividends and before the opening of business on the next
succeeding dividend payment date must be accompanied by payment
in cash of an amount equal to the dividends attributable to the
current quarterly dividend period payable on such shares on such
next succeeding dividend payment date (unless such shares of
PRIDES are subject to redemption on a redemption date between
such record date established for such dividend payment date and
such dividend payment date). Except as provided above, upon any
Optional Conversion of shares of PRIDES, the Corporation shall
make no payment of or
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allowance for unpaid dividends, whether or not in arrears, on
such shares of PRIDES as to which Optional Conversion has been
effected or for previously declared dividends or distributions on
the shares of Common Stock issued upon Optional Conversion.
(d) Common Equivalent Rate and Optional Conversion
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Rate Adjustments. The Common Equivalent Rate and the Optional
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Conversion Rate are each subject to adjustment from time to time
as provided below in this paragraph (d). All adjustments to the
Common Equivalent Rate and the Optional Conversion Rate shall be
calculated to the nearest 1/100th of a share of Common Stock
(with 5/1000 of a share being rounded to the next lower 1/100 of
a share).
(i) If the Corporation shall either:
(1) pay a dividend or make a
distribution with respect to Common Stock in
shares of Common Stock,
(2) subdivide or split its outstanding
shares of Common Stock into a greater number of
shares,
(3) combine its outstanding shares of
Common Stock into a smaller number of shares, or
(4) issue by reclassification of its
shares of Common Stock any shares of common stock
of the Corporation
then, in any such event, the Common Equivalent Rate and
the Optional Conversion Rate in effect immediately
prior thereto shall each be adjusted so that the holder
of a share of PRIDES shall be entitled to receive, on
the conversion of such share of PRIDES, the number of
shares of Common Stock of the Corporation which such
holder would have owned or been entitled to receive
after the happening of any of the events described
above had such share of PRIDES been converted at the
Common Equivalent Rate (in the case of a Mandatory
Conversion) or the Optional Conversion Rate (in the
case of an Optional Conversion), as applicable, in
effect immediately prior to the happening of such event
or the record date therefor, whichever is earlier.
Such adjustment shall become effective immediately
after the close of business on the record date for
determination of stockholders entitled to receive such
dividend or distribution in the case of a dividend or
distribution and shall become effective immediately
after the effective time in case of a subdivision,
split, combination or reclassification. Any shares of
Common Stock issuable in payment of a dividend or
distribution shall be deemed to have been issued
immediately prior to the close of business on the
record date for such dividend or distribution for
purposes of calculating the number of outstanding
shares of Common Stock under clauses (ii) and (iii)
below.
(ii) If the Corporation shall issue rights or
warrants to all holders of its Common Stock entitling
them (for a period not exceeding 45 days from the date
of such issuance) to subscribe for or purchase shares
of Common Stock at a price per share less than the
Current Market Price per share of the Common Stock on
the day five business days prior to the record date for
the determination of stockholders entitled to receive
such rights or warrants, then in each case the Common
Equivalent Rate and the Optional Conversion Rate shall
each be adjusted by multiplying (I) the Common
Equivalent Rate
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or the Optional Conversion Rate, as applicable, in
effect immediately prior thereto by (II) a fraction, of
which the numerator shall be (A) the number of shares
of Common Stock outstanding on the date of issuance of
such rights or warrants, immediately prior to such
issuance, plus (B) the number of additional shares of
Common Stock offered for subscription or purchase, and
of which the denominator shall be (A) the number of
shares of Common Stock outstanding on the date of
issuance of such rights or warrants, immediately prior
to such issuance, plus (B) the number of additional
shares of Common Stock which the aggregate offering
price of the total number of shares so offered for
subscription or purchase would purchase at the Current
Market Price per share of the Common Stock on the day
five business days prior to the record date for
determining stockholders entitled to receive such
rights or warrants (determined by multiplying such
total number of shares by the exercise price of such
rights or warrants and dividing the product so obtained
by such Current Market Price). Shares of Common Stock
owned by or held for the account of the Corporation or
another company of which a majority of the shares
entitled to vote in the election of directors are held,
directly or indirectly, by the Corporation shall not be
deemed to be outstanding for purposes of such
computation. Such adjustment shall be made
successively whenever any such rights or warrants are
issued and shall become effective immediately after the
close of business on the record date for the
determination of stockholders entitled to receive such
rights or warrants. To the extent that any rights or
warrants referred to in this clause (ii) expire
unexercised, the Common Equivalent Rate and the
Optional Conversion Rate shall each be readjusted to
the Common Equivalent Rate and the Optional Conversion
Rate, respectively, which would then be in effect had
the adjustment made upon the issuance of such rights or
warrants been made upon the basis of the issuance of
only the number of rights or warrants actually
exercised.
(iii) If the Corporation shall pay a dividend or
make a distribution to all holders of its Common Stock
of evidences of its indebtedness or other assets
(including shares of capital stock of the Corporation
but excluding any cash dividends or distributions
(other than Extraordinary Cash Distributions (as
defined in this clause (iii)) and excluding any
distributions and dividends referred to in clause (i)
above), or shall distribute to all holders of its
Common Stock rights or warrants to subscribe for or
purchase securities of the Corporation or any of its
subsidiaries (other than those referred to in clause
(ii) above), the Common Equivalent Rate and the
Optional Conversion Rate shall each be adjusted by
multiplying (I) the Common Equivalent Rate or the
Optional Conversion Rate, as applicable, in effect
immediately prior to the date of such dividend or
distribution by (II) a fraction, of which the numerator
shall be the Current Market Price per share of Common
Stock on the day five business days prior to the record
date for the determination of stockholders entitled to
receive such dividend or distribution, and of which the
denominator shall be such Current Market Price per
share of Common Stock less either (A) the fair market
value (as determined by the Board of Directors of the
Corporation, whose determination shall, if made in good
faith, be conclusive) as of the day five business days
prior to such record date of the portion of the assets
or evidences of indebtedness so distributed, or of such
subscription rights or warrants, applicable to one
share of Common Stock, or (B) if applicable, the amount
of the Extraordinary Cash Distributions. Such
adjustment shall become effective immediately after the
close of business on the record date for the
determination of stockholders entitled to receive such
dividend or distribution. The term "Extraordinary Cash
Distribution" means, with respect to any cash dividend
or distribution paid on any date,
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the amount, if any, by which (I) all cash dividends and
cash distributions on the Common Stock paid during the
consecutive 12-month period ending on and including
such date (other than cash dividends and cash
distributions for which an adjustment to the Common
Equivalent Rate and the Optional Conversion Rate was
previously made) exceeds, on a per share of Common
Stock basis,(II) 10% of the average of the daily
Closing Prices (as defined in clause (iii) of paragraph
(i) of this Section 3) of the Common Stock over such
consecutive 12-month period.
(iv) Anything in this Section 3 to the contrary
notwithstanding, the Corporation shall be entitled to
make such upward adjustments in the Common Equivalent
Rate, the Optional Conversion Rate or the Call Price,
in addition to those required by this Section 3, as the
Corporation in its sole discretion shall determine to
be advisable, in order that any stock dividends,
subdivision or split of shares, distribution of rights
to purchase stock or securities, or a distribution of
securities convertible into or exchangeable for stock
(or any transaction which could be treated as any of
the foregoing transactions pursuant to Section 305 of
the Internal Revenue Code of 1986, as amended)
hereafter made by the Corporation to its stockholders
shall not be taxable. If the Corporation determines
that such an adjustment to the Common Equivalent Rate,
the Optional Conversion Rate or the Call Price should
be made, an adjustment shall be made effective as of
such date as is determined by the Board of Directors of
the Corporation. The determination of the Board of
Directors of the Corporation as to whether an
adjustment to the Common Equivalent Rate, the Optional
Conversion Rate or the Call Price should be made
pursuant to the foregoing provisions of this clause
(iv), and if so, as to what adjustment should be made
and when, shall be conclusive, final and binding on the
Corporation and all stockholders of the Corporation.
(v) As used in this Section 3, the Current
Market Price per share of Common Stock on any date of
determination shall be the lesser of (A) the average of
the daily Closing Prices for the fifteen consecutive
Trading Dates ending on and including the date of
determination of the Current Market Price, or (B) the
Closing Price for the date of determination of the
Current Market Price; provided, however, that, for the
purposes of calculating the Current Market Price in
connection with any redemption of the PRIDES, if any
adjustment of the Common Equivalent Rate pursuant to
paragraph (d) or paragraph (e) of this Section 3 is
effective as of any date during the period beginning on
the first day of such fifteen-day period and ending on
the date on which shares of PRIDES are to be redeemed,
then the Current Market Price as determined pursuant to
the foregoing will be adjusted to the extent
appropriate to reflect such adjustment. If the Current
Market Price is adjusted pursuant to the immediately
preceding proviso as a result of the effectiveness of
an adjustment of the Common Equivalent Rate but the
event requiring an adjustment of the Common Equivalent
Rate does not occur prior to the redemption of the
PRIDES, then the Corporation may in its sole discretion
elect to defer the following until the occurrence of
such event:
(1) issuing to the holder of any shares
of PRIDES surrendered for redemption the
additional shares of Common Stock issuable upon
such redemption over and above the shares of
Common Stock issuable upon such redemption on the
basis of the Current Market Price prior to
adjustment; and
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(2) paying to such holder any amount in
cash in lieu of a fractional share of Common Stock
pursuant to paragraph (g) of this Section 3.
(vi) Before taking any action that would
cause an adjustment to the Common Equivalent Rate or
the Optional Conversion Rate that would cause the
Corporation to issue shares of Common Stock for
consideration below the then par value (if any) of
theCommon Stock upon conversion or redemption of the
PRIDES, the Corporation shall take any corporate action
which may, in the opinion of its counsel, be necessary
in order that the Corporation may validly and legally
issue fully paid and non-assessable shares of such
Common Stock at such adjusted Common Equivalent Rate or
Optional Conversion Rate.
(vii) No adjustment in the Common Equivalent
Rate or the Optional Conversion Rate shall be required
unless such adjustment would require an increase or
decrease of at least 1% in such rate; provided,
however, that any adjustments which by reason of this
clause (vii) are not required to be (and are not) made
shall be carried forward and taken into account in any
subsequent adjustment.
(viii) In any case in which paragraph (d) of
this Section 3 shall require that an adjustment in the
Common Equivalent Rate or the Optional Conversion Rate
as a result of any event become effective after the
close of business on a record date, and the date of a
conversion pursuant to paragraph (a) or (c) of this
Section 3 occurs after such record date but before the
occurrence of such event, the Corporation may in its
sole discretion elect to defer the following until the
occurrence of such event:
(1) issuing to the holder of any shares of
PRIDES surrendered for conversion the additional
shares of Common Stock issuable upon such
conversion over and above the shares of Common
Stock issuable upon such conversion on the basis
of the Common Equivalent Rate or the Optional
Conversion Rate, as applicable, prior to
adjustment; and
(2) paying to such holder any amount in cash
in lieu of a fractional share of Common Stock
pursuant to paragraph (g) of this Section 3.
(ix) Before redeeming any shares of PRIDES, the
Corporation shall take any corporate action which may,
in the opinion of its counsel, be necessary in order
that the Corporation may validly and legally issue
fully paid and nonassessable shares of Common Stock
upon such redemption.
(e) Adjustment for Certain Mergers and Other
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Transactions. In case of any consolidation or merger to which the
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Corporation is a party (other than a consolidation or merger in
which the Corporation is the surviving or continuing corporation
and in which the shares of Common Stock outstanding immediately
before the merger or consolidation remain unchanged and other
than a KACC Merger (as defined in clause (iii) of paragraph (c)
of Section 4)), or in the case of any sale or transfer to another
corporation of the property of the Corporation as an entirety or
substantially as an entirety, or in the case of a statutory
exchange of securities with another corporation (other than in
connection with a merger or acquisition), each share of PRIDES
shall, after consummation of such transaction, be subject to (i)
conversion at the option of the holder into the kind and amount
of securities, cash, or other property receivable upon
consummation of such transaction by a holder of the number of
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shares of Common Stock into which such share of PRIDES might have
been converted immediately before consummation of such
transaction, (ii) conversion on the Mandatory Conversion Date
into the kind and amount of securities, cash, or other property
receivable upon consummation of such transaction by a holder of
the number of shares of Common Stock into which such share of
PRIDES would have been converted if the conversion on the
Mandatory Conversion Date had occurred immediately before the
date of consummation of such transaction, plus the right to
receive cash in an amount equal to all accrued and unpaid
dividends on such share of PRIDES (other than previously declared
dividends payable to a holder of record as of a prior date), and
(iii) redemption on any redemption date on or after the Initial
Redemption Date in exchange for the kind and amount of
securities, cash, or other property receivable upon consummation
of such transaction by a holder of the number of shares of Common
Stock that would have been issuable at the Call Price in effect
on such redemption date upon a redemption of such share of PRIDES
immediately before consummation of such transaction, assuming
that, if the Notice Date for such redemption is not before such
transaction, the Notice Date had been the date of such
transaction; and assuming in each case that such holder of shares
of Common Stock failed to exercise rights of election, if any, as
to the kind or amount of securities, cash, or other property
receivable upon consummation of such transaction (provided that,
if the kind or amount of securities, cash, or other property
receivable upon consummation of such transaction is not the same
for each non-electing share, then the kind and amount of
securities, cash, or other property receivable upon consummation
of such transaction for each non-electing share shall be deemed
to be the kind and amount so receivable per share by a plurality
of the non-electing shares). The kind and amount of securities
into or for which the shares of PRIDES shall be convertible or
redeemable after consummation of such transaction shall be
subject to adjustment as described in Section 3(d) following the
date of consummation of such transaction. The Corporation may
not become a party to any such transaction unless the terms
thereof are consistent with the foregoing.
(f) Notice of Adjustments, Etc. Whenever the Common
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Equivalent Rate and the Optional Conversion Rate are adjusted as
herein provided, the Corporation shall:
(i) forthwith compute the adjusted Common
Equivalent Rate and the adjusted Optional Conversion
Rate in accordance with this Section 3 and prepare a
certificate signed by the Chief Executive Officer, the
Chairman, the President, any Vice President or the
Treasurer of the Corporation setting forth the adjusted
Common Equivalent Rate and the adjusted Optional
Conversion Rate, the method of calculation thereof in
reasonable detail and the facts requiring such
adjustment and upon which such adjustment is based and
file such certificate forthwith with the transfer agent
or agents for the PRIDES and the Common Stock;
(ii) make a prompt public announcement stating
that the Common Equivalent Rate and the Optional
Conversion Rate have been adjusted and setting forth
the adjusted Common Equivalent Rate and the adjusted
Optional Conversion Rate; and
(iii) mail a notice stating that the Common
Equivalent Rate and the Optional Conversion Rate have
been adjusted, the facts requiring such adjustment and
upon which such adjustment is based and setting forth
the adjusted Common Equivalent Rate and the adjusted
Optional Conversion Rate to the holders of record of
the outstanding shares of PRIDES at or prior to the
time the Corporation mails an interim statement to its
stockholders covering the quarter-yearly period during
which the facts requiring such adjustment occurred, but
in any event within 45 days of the end of such quarter-
yearly period.
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In case, at any time while any of the shares of PRIDES are
outstanding,
(i) the Corporation shall declare a dividend (or
any other distribution) on its Common Stock, excluding
any cash dividends other than Extraordinary Cash
Distributions; or
(ii) the Corporation shall authorize the issuance
to all holders of its Common Stock of rights or
warrants to subscribe for or purchase shares of its
Common Stock or of any other subscription rights or
warrants; or
(iii) the Corporation shall authorize any
reclassification of its Common Stock (other than a
subdivision or combination thereof) or any
consolidation or merger to which the Corporation is a
party and for which approval of any stockholders of the
Corporation is required (except for a merger of the
Corporation into one of its subsidiaries solely for the
purpose of changing the corporate domicile of the
Corporation to another state of the United States and
in connection with which there is no substantive change
in the rights or privileges of any securities of the
Corporation other than changes resulting from
differences in the corporate statutes of the state the
Corporation was then domiciled in and the new state of
domicile), or the sale or transfer of all or
substantially all of the assets of the Corporation;
then the Corporation shall cause to be filed at each office or
agency maintained for the purpose of conversion of the shares of
PRIDES, and shall cause to be mailed to the holders of record of
the outstanding shares of PRIDES, at least 10 days (or such
shorter period, if any, as may be practicable in the case of an
action described in clause (iii)) before the date hereinafter
specified in clause (A) or (B) below (or the earlier of the dates
hereinafter specified, in the event that more than one date is
specified), a notice stating (A) the date on which a record is to
be taken for the purpose of such dividend, distribution, rights
or warrants, or, if a record is not to be taken, the date as of
which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights or warrants are to be
determined, or (B) the date on which any such reclassification,
consolidation, merger, sale or transfer is expected to become
effective, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property (including cash),
if any, deliverable upon such reclassification, consolidation,
merger, sale or transfer. The failure to give or receive the
notice required by the preceding sentence or any defect therein
shall not affect the legality or validity of any such dividend,
distribution, right or warrant or other action.
(g) No Fractional Shares. No fractional shares of
---------------------
Common Stock shall be issued upon redemption or conversion of any
shares of the PRIDES. In lieu of any fractional share otherwise
issuable in respect of the aggregate number of shares of the
PRIDES of any holder that are redeemed or converted on any
redemption date or upon Mandatory Conversion or Optional
Conversion, such holder shall be entitled to receive an amount in
cash (computed to the nearest cent) equal to the same fraction of
the (i) Current Market Price of the Common Stock (determined as
of the second Trading Date immediately preceding the Notice Date)
in the case of redemption, or (ii) Closing Price of the Common
Stock determined (A) as of the fifth Trading Date immediately
preceding the Mandatory Conversion Date, in the case of Mandatory
Conversion, or (B) as of the second Trading Date immediately
preceding the effective date of conversion, in the case of an
Optional Conversion by a holder. If more than one share of
PRIDES shall be surrendered for conversion or redemption at one
time by or for the same holder, the number of full shares of
Common Stock issuable upon conversion thereof shall be computed
on the basis of the aggregate number of shares of the PRIDES so
surrendered or redeemed.
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(h) Cancellation. All shares of PRIDES which shall
------------
have been issued and reacquired in any manner by the Corporation
(excluding, until the Corporation elects to retire them, shares
which are held as treasury shares but including shares redeemed,
shares purchased and retired and shares converted into shares of
Common Stock or exchanged for shares of any other class of stock)
shall be retired and cancelled and the Board of Directors shall
cause to be taken all action necessary to restore such sharesto
the status of authorized but unissued shares of Preferred Stock
without designation as to series or class, and such shares may
thereafter be issued, but not as shares of PRIDES.
(i) Definitions. As used herein,
-----------
(i) the term "business day" shall mean any day
other than a Saturday, Sunday, or a day on which
banking institutions in the State of New York are
authorized or obligated by law or executive order to
close or a day which is or is declared a national or
New York holiday;
(ii) The "Call Price" of each share of PRIDES
shall be the sum of (x) $11.9925 on and after the
Initial Redemption Date, to and including March 30,
1997; $11.9319 on and after March 31, 1997, to and
including June 29, 1997; $11.8713 on and after June 30,
1997, to and including September 29, 1997; $11.8106 on
and after September 30, 1997, to and including November
29, 1997; and $11.75 on and after November 30, 1997, to
and including December 30, 1997; and (y) all accrued
and unpaid dividends thereon to but not including the
date fixed for redemption (other than previously
declared dividends payable to a holder of record as of
a prior date);
(iii) the term "Closing Price" on any day shall
mean the closing sales price regular way on such day
or, in case no such sale takes place on such day, the
average of the reported closing bid and asked
quotations regular way, in each case on the New York
Stock Exchange, or, if the Common Stock is not listed
or admitted to trading on such Exchange, on the
principal national securities exchange on which the
Common Stock is listed or admitted to trading, or, if
not listed or admitted to trading on any national
securities exchange, the average of the high bid and
low asked quotations of the Common Stock in the over-
the-counter market on the day in question as reported
by the National Quotation Bureau Incorporated, or a
similarly generally accepted reporting service, or, if
no such quotations are available, the fair market value
of the Common Stock as determined by any New York Stock
Exchange member firm selected from time to time by the
Board of Directors of the Corporation for that purpose;
(iv) the term "Notice Date" with respect to any
notice given by the Corporation in connection with a
redemption of shares of PRIDES shall be the date on
which first occurs either the public announcement of
such redemption or the commencement of the mailing of
such notice to the holders of the shares of PRIDES in
accordance with paragraph (j) of this Section 3;
(v) the term "Trading Date" shall mean a date
on which the New York Stock Exchange (or any successor
to such Exchange) is open for the transaction of
business.
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(j) Procedures Regarding Redemption or Mandatory
--------------------------------------------
Conversion.
- ----------
(1) The Corporation will provide notice of any
redemption of shares of PRIDES to holders of record of the PRIDES
to be redeemed not less than 15 nor more than 60 days prior to
the date fixed for such redemption. Such notice shall be
provided by mailing notice of such redemption first class postage
prepaid, to each holder of record of the shares of PRIDES to be
redeemed at such holder's address as it appears on the stock
register of the Corporation; provided, however, that no failure
to give such notice nor any defect therein shall affect the
validity of the proceeding for the redemption of any shares of
PRIDES to be redeemed except as to the holder to which the
Corporation has failed to give said notice of redemption or
except as to the holder whose notice of redemption was defective.
A public announcement of any call for redemption shall be made by
the Corporation before, or at the time of, the mailing of such
notice of redemption. Each such mailed notice shall state, as
appropriate, the following:
(i) the redemption date;
(ii) the number of shares of PRIDES to be
redeemed and, if less than all the shares held by any
holder are to be redeemed, the number of such shares to
be redeemed;
(iii) the Call Price, the number of shares of
Common Stock per share of PRIDES deliverable upon
redemption and the Current Market Price used to
calculate such number of shares of Common Stock;
(iv) the place or places where certificates for
such shares are to be surrendered for redemption;
(v) that the Corporation is depositing with a
bank or trust company, on or before the redemption
date, the shares of Common Stock payable by the
Corporation pursuant to this Section 3 and the proposed
date of such deposit; and
(vi) that dividends on shares of PRIDES to be
redeemed will cease to accrue on the day immediately
prior to the redemption date unless the Corporation
shall default in delivering the shares of Common Stock
payable by the Corporation pursuant to Section 3(b) at
the time and place specified in such notice.
(2) The Corporation's obligation to deliver
shares of Common Stock and cash, if any, in accordance with
paragraphs (a) and (b) of this Section 3 shall be deemed
fulfilled if, on or before a redemption date or the Mandatory
Conversion Date, the Corporation shall deposit, with a bank or
trust company having an office or agency and doing business in
the Borough of Manhattan in New York City and having a capital
and surplus of at least $50,000,000, such shares of Common Stock
and cash, if any, as are required to be delivered by the
Corporation pursuant to this Section 3 upon the occurrence of the
related redemption or Mandatory Conversion, in trust for the
account of the holders of the shares to be redeemed or converted
(and so as to be and continue to be available therefor), with
irrevocable instructions and authority to such bank or trust
company that such shares and funds be delivered upon redemption
or conversion of the shares of PRIDES so called for redemption or
subject to conversion. Any shares of Common Stock and cash, if
any, so deposited and unclaimed by the holders of shares of
PRIDES at the end of two years after such redemption or
conversion date (together with any interest thereon not
theretofore paid to the Corporation which shall be allowed by the
bank or trust
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company with which such deposit was made) shall be paid by such
bank or trust company to the Corporation (or its successor),
after which the holder or holders of such shares of PRIDES so
redeemed or converted shall look only to the Corporation (or its
successor) for delivery of such shares of Common Stock and cash,
if any. Each holder of shares of PRIDES to be redeemed or
converted shall surrender the certificates evidencing such shares
to the Corporation at the place designated in the notice of such
redemption (or, in the case of a conversion pursuant to paragraph
(a) of this Section 3, the principal executive offices of the
Corporation or at such other place as may be designated by the
Corporation (or its successor) in a written notice mailed to the
holders of record of the PRIDES) and shall thereupon be entitled
to receive certificates evidencing shares of Common Stock and
cash, if any, payable pursuant to paragraph (a) or (b), as the
case may be, of this Section 3, following such surrender and
following the date of such redemption or conversion. In case
fewer than all the shares represented by any such surrendered
certificates are called for redemption, a new certificate shall
be issued at the expense of the Corporation representing the
unredeemed shares. If (A) shares of PRIDES are called for
redemption and, on the date fixed for redemption, shares of
Common Stock necessary for the redemption shall have been
deposited with a bank or trust company as provided above or (B)
shares of PRIDES have been converted pursuant to paragraph (a) of
this Section 3, then, notwithstanding that the certificates
evidencing any shares of PRIDES so called for redemption or
converted shall not have been surrendered, the shares represented
thereby so called for redemption or converted shall be deemed no
longer outstanding and all rights with respect to the shares so
called for redemption or converted shall forthwith cease and
terminate, except for the right of the holders to receive the
shares of Common Stock and cash, if any, payable pursuant to this
Section 3, without interest upon surrender of their certificates
therefor, provided, that if any cash payable upon the surrender
of certificates evidencing shares of PRIDES that have been
converted pursuant to paragraph (a) of this Section 3 is not paid
when due, the obligation to pay such cash shall bear interest at
the rate of 11% per annum; and provided further that holders of
shares of PRIDES at the close of business on a record date for
any payment of dividends on shares of PRIDES shall be entitled to
receive the dividends payable on such shares on the corresponding
dividend payment date notwithstanding the redemption or
conversion of such shares following such record date and on or
before such corresponding dividend payment date. Holders of
shares of PRIDES that are redeemed or converted in a Mandatory
Conversion shall not be entitled to receive dividends declared
and paid on shares of Common Stock issuable on such redemption or
Mandatory Conversion, and such shares of Common Stock shall not
be entitled to vote, until such shares of Common Stock are issued
upon the surrender of the certificates representing such shares
of PRIDES and upon such surrender such holders shall be entitled
to receive such dividends declared and paid on such shares of
Common Stock subsequent to the redemption date or Mandatory
Conversion Date, as applicable.
(k) Reservation of Shares. The Corporation shall at
---------------------
all times reserve and keep available, free from preemptive
rights, out of authorized but unissued shares of Common Stock,
the maximum number of shares of Common Stock into which all
shares of PRIDES from time to time outstanding are convertible
pursuant to paragraph (a) or (c) of this Section 3, but shares of
Common Stock held in treasury of the Corporation may, in its
discretion, be delivered upon any conversion of shares of PRIDES.
(l) Timing. The holders of shares of PRIDES at the
------
close of business on a record date for the payment of dividends
shall be entitled to receive the dividend payable on such shares
on the corresponding dividend payment date notwithstanding the
redemption or conversion thereof subsequent to such record date
and on or before such corresponding dividend payment date.
(m) Partial Redemption. In no event shall the
------------------
Corporation redeem less than all the outstanding shares of PRIDES
pursuant to paragraph (b) of this Section 3 unless full
cumulative dividends
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shall have been paid or declared and set apart for payment upon
all outstanding shares of PRIDES for all past dividend periods.
(n) Taxes. The Corporation shall pay any and all
-----
documentary, stamp or similar issue or transfer taxes payable in
respect of the issue or delivery of shares of Common Stock on the
redemption or conversion of shares of PRIDES pursuant to this
Section 3; provided, however, that the Corporation shall not be
required to pay any tax which may be payable in respect of any
registration of transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the
registered holder of the shares of PRIDES redeemed or converted
or to be redeemed or converted, and no such issue or delivery
shall be made unless and until the person requesting such issue
has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such
tax has been paid.
(o) Listing. The Corporation shall endeavor to list
-------
the shares of Common Stock required to be delivered upon
redemption or conversion of the shares of PRIDES, prior to such
delivery, upon each national securities exchange, if any, upon
which the outstanding Common Stock is listed at the time of such
delivery.
(p) Multiple Shares Surrendered. If more than one
---------------------------
share shall be surrendered for redemption or conversion at one
time by the same holder, the number of full shares of Common
Stock issuable upon such redemption or conversion thereof shall
be computed on the basis of the aggregate number of shares of
PRIDES so surrendered.
(q) Compliance with Laws. Prior to the delivery of
--------------------
any securities which the Corporation shall be obligated to
deliver upon redemption or conversion of the PRIDES, the
Corporation shall endeavor to comply with all federal and state
laws and regulations thereunder requiring the registration of
such securities with, or any approval of or consent to delivery
thereof by, any governmental authority.
(r) Survival of Certain Provisions. So long as a
------------------------------
Deposit Deficit is outstanding, the provisions of this
Certificate of Designations contained in Sections 2(b), 3(a) and
3(j)(2) regarding a Deposit Deficit shall continue in full force
and effect and shall not thereafter be amended, notwithstanding
that no shares of PRIDES remain outstanding.
Section 4. Voting Rights.
-------------
(a) Except as otherwise provided by paragraph (b) or
(c) of this Section 4 or as required by law, the holders of
shares of PRIDES shall have 4/5 of a vote in respect of each
share of PRIDES held as to all matters voted upon by the
stockholders of the Corporation and shall vote together with the
holders of the Common Stock and together with the holders of any
other classes or series of stock who are entitled to vote in such
manner and not as a separate class.
(b) In the event that dividends on the shares of
PRIDES or any other series of Preferred Stock shall be in arrears
and unpaid for six quarterly dividend periods, or if any series
of Preferred Stock (other than the PRIDES) shall be entitled for
any other reason to exercise voting rights, separate from the
Common Stock, to elect any directors of the Corporation
("Preferred Stock Directors"), the holders of the shares of
PRIDES (voting separately as a class with holders of all other
series of Preferred Stock upon which like voting rights have been
conferred and are exercisable), with each share
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of PRIDES entitled to one vote on this and other matters in which
Preferred Stock votes as a group, shall be entitled to vote for
the election of two directors of the Corporation, such directors
to be in addition to the number of directors constituting the
Board of Directors immediately before the accrual of such right.
Such right, when vested, shall continue until all cumulative
dividends accumulated and payable on the shares of PRIDES and
such other series of Preferred Stock shall have been paid in full
and the right of any other series of Preferred Stock to exercise
voting rights, separate from the Common Stock, to elect Preferred
Stock Directors shall terminate or have terminated, and, when so
paid and any such termination occurs or has occurred, such right
of the holders of the shares of PRIDES shall cease. The term of
office of any director elected by the holders of the shares of
PRIDES and such other series shall terminate on the earlier of
(i) the next annual meeting of stockholders at which a successor
shall have been elected and qualified or (ii) the termination of
the right of holders of the shares of PRIDES and such other
series to vote for such directors.
(c) So long as any shares of PRIDES remain
outstanding, the consent of the holders of at least two-thirds of
all such shares voting on such matter (voting separately as a
class) given in person or by proxy, at any special or annual
meeting called for such purpose, or by written consent as
permitted by law and the Certificate of Incorporation and By-
laws, shall be necessary to permit, effect or validate any one or
more of the following:
(i) The amendment, alteration or repeal, whether by
merger, consolidation or otherwise, of any of the provisions
of the Certificate of Incorporation or of the resolutions
contained in this Certificate of Designations which would
materially and adversely affect any right, preference,
privilege or voting power of the PRIDES or of the holders
thereof, provided, however, that any such amendment,
alteration or repeal that would authorize, create or issue
any additional shares of stock (whether or not already
authorized) ranking senior to, on a parity with or junior to
the PRIDES as to dividends or as to the distribution of
assets upon Liquidation, shall be deemed not to materially
and adversely affect such rights, preferences, privileges or
voting power.
(ii) Notwithstanding anything in clause (i) above to
the contrary, the issuance of shares of any class or series
of stock, or any security convertible at the option of the
holder thereof into shares of any class or series of stock,
ranking senior to the PRIDES as to dividends or as to the
distribution of assets upon Liquidation.
(iii) The consummation of a merger or consolidation of
the Corporation with Kaiser Aluminum & Chemical Corporation
("KACC"), a Delaware corporation (a "KACC Merger"), if (A)
each outstanding share of PRIDES, upon the effectiveness of
the KACC Merger, neither remains outstanding nor is
converted into one share of preferred stock of the surviving
corporation ("KACC Preferred Stock"), identical as near as
practicable to a share of PRIDES (including in respect of
accrued dividends and the listing on a national securities
exchange of such KACC Preferred Stock), convertible into and
redeemable for shares of common stock of the surviving
corporation, (B) such shares of KACC Preferred Stock (if
issued in the KACC Merger) are not to be deposited with a
bank or trust company substantially in accordance with
Section 3(j)(2) upon or prior to the effectiveness of the
KACC Merger or (C) the covenants in the debt instruments of
the surviving corporation of the KACC Merger, at the time of
the KACC Merger, prohibit the payment of any of the
dividends on the PRIDES or the KACC Preferred Stock, as the
case may be, in accordance with the terms thereof through
and including the day immediately prior to the Mandatory
Conversion Date. In the event of a KACC Merger for which
the consent of the holders of the PRIDES voting as a class
is not obtained, (x) the Corporation shall deliver to the
transfer agent or agents for the PRIDES and the Common Stock
a certificate
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signed on behalf of the Corporation by the Chief Financial
Officer of the Corporation to the effect that such consent
is not required and (y) so long as any shares of PRIDES or
KACC Preferred Stock, as the case may be, remain
outstanding, the surviving corporation of the KACC Merger
shall not thereafter amend its debt instruments so as to
prohibit the payment of any of the dividends on the PRIDES
or KACC Preferred Stock, as the case may be, in accordance
with the terms thereof through and including the day
immediately prior to the Mandatory Conversion Date, without
the consent of the holders of at least two-thirds of the
shares of the PRIDES or the KACC Preferred Stock, as the
case may be, voting thereon (voting separately as a class).
(iv) The amendment of any of the provisions of the
Intercompany Note (as such term is defined in the
Prospectus, dated February 10, 1994, relating to the PRIDES)
in a manner that materially adversely affects the
Corporation as the holder of such Intercompany Note or the
holders of the PRIDES.
(v) The consummation of a merger or consolidation of
the Corporation with any other corporation, unless each
holder of shares of PRIDES immediately preceding such merger
or consolidation shall receive or continue to hold in the
surviving corporation the same number of shares, with
substantially the same rights and preferences (except as
contemplated by Section 3(e)), as correspond to the shares
of PRIDES so held.
The foregoing voting provisions set forth in this
paragraph (c) shall 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, (1) all outstanding shares of PRIDES
shall have been redeemed or converted pursuant to paragraph (a),
(b) or (c) of Section 3 or (2) (x) all outstanding shares of
PRIDES are scheduled to be redeemed or converted pursuant to
paragraph (a) or (b) of Section 3 within two months, (y)
sufficient shares of the Common Stock and cash, if any, necessary
for such redemption or conversion shall have been deposited with
a bank or trust company in accordance with Section 3(j)(2) and
(z) a KACC Merger is not consummated prior to such redemption or
conversion.
Section 5. Liquidation Rights.
------------------
(a) Subject to the rights of holders of Series A Stock
and holders of any class or series of stock which the Corporation
may in the future issue which ranks senior to, or on a parity
with, the PRIDES in respect of a distribution of assets upon the
liquidation, dissolution or winding-up of the affairs of the
Corporation, whether voluntary or involuntary (such event, a
"Liquidation"), the holders of shares of PRIDES shall be entitled
to receive out of the assets of the Corporation available for
distribution to stockholders, whether from capital, surplus or
earnings, before any distribution or payment is made to holders
of Common Stock of the Corporation or on any other class or
series of stock of the Corporation ranking junior as to assets
distributable upon Liquidation to the shares of PRIDES,
liquidating distributions in the amount of $11.75 per share, plus
an amount equal to all dividends accrued and unpaid thereon,
whether or not earned or declared (including dividends
accumulated and unpaid), to the date of Liquidation; but such
holders shall not be entitled to any further payment. If, upon
any Liquidation, the assets of the Corporation or proceeds
thereof distributable among the holders of the shares of PRIDES
shall be insufficient to pay in full the preferential amount
aforesaid and liquidating payments on any other class or series
of stock ranking on a parity with the PRIDES in respect of a
distribution of assets upon Liquidation, then such assets or
proceeds thereof shall be distributed among the holders of shares
of PRIDES and any such other stock ratably in accordance with the
respective amounts which would be payable on such shares of
PRIDES and any such other stock if all amounts payable thereon
were paid in full. For the purposes hereof, neither the
consolidation or merger of the
16
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Corporation with one or more corporations nor the sale, lease or
transfer by the Corporation of all or any part of its assets
shall be deemed a Liquidation.
(b) Subject to the rights of holders of shares of any
class or series of stock ranking on a parity with or senior to
the PRIDES in respect of the distribution of assets upon
Liquidation, and after payment shall have been made in full to
the holders of PRIDES, as provided in this Section 5, but not
prior thereto, any other class or series of stock ranking junior
to the PRIDES in respect of the distribution of assets upon
Liquidation shall, subject to the respective terms and provisions
(if any) applying thereto, be entitled to receive any and all
assets remaining to be paid or distributed, and the holders of
the PRIDES shall not be entitled to share therein.
(c) Written notice of any Liquidation, stating the
payment date or dates when and the place or places where the
amounts distributable in such circumstances shall be payable,
shall be given by first class mail, postage prepaid, not less
than 15 days (to the extent practicable) prior to any payment
date stated therein, to the holders of record of the PRIDES at
their respective addresses as the same shall appear on the books
of the Corporation or any transfer agent for the PRIDES.
Section 6. Record Holders. The Corporation and the
--------------
transfer agent for the PRIDES may deem and treat the record
holder of any share of PRIDES as the true and lawful owner
thereof for all purposes, and neither the Corporation nor such
transfer agent shall be affected by any notice to the contrary.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designations to be signed in its name and on its
behalf on this 17th day of February, 1994 by an officer of the
Corporation who acknowledges that this Certificate of
Designations is the act of the Corporation and that to the best
of his knowledge, information and belief and under penalties for
perjury, all matters and facts contained in this Certificate of
Designations with respect to authorization and approval thereof
are true in all material respects.
KAISER ALUMINUM CORPORATION
---------------------------
Name: John T. La Duc
Title: Vice President
ATTEST:
- ------------------------------
Name: John Wm. Niemand, II
Title: Assistant Secretary
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