Exhibit 4(b)
ISSUANCE AND SALE BY THE COMPANY TO THE PUBLIC OF NOT TO
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EXCEED $125,000,000 PRINCIPAL AMOUNT OF
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8.55% QUARTERLY INCOME CAPITAL SECURITIES
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(SERIES A SUBORDINATED DEFERRABLE INTEREST DEBENTURES)
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Executive Committee Meeting - April 13, 1995
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RESOLVED, that the transaction negotiated with the
Underwriters represented by Lehman Brothers Inc., for
the purchase from the Company of $125,000,000 principal
amount of the Company's Debentures, to be issued
pursuant to a Subordinated Indenture, dated as of March
1, 1995 (the "Subordinated Indenture") from the Company
to Bankers Trust Company, as trustee (the "Subordinated
Indenture Trustee"), which transaction provides for an
interest rate to be borne by the securities of 8.55%
and a price to be paid to the Company for the
Debentures of at least $121,062,500 is hereby approved
and accepted, and the form of Underwriting Agreement
presented to this meeting as Exhibit __ is hereby
approved, and the Chairman and Chief Executive Officer,
President and Chief Operating Officer or any Vice
President of the Company or Robert J. Reger, Jr., Esq.,
of Reid & Priest LLP, counsel to the Company is hereby
authorized and empowered to execute and deliver, on
behalf of the Company, an Underwriting Agreement in the
form, or in substantially the form, presented to this
meeting as Exhibit __, with such changes therein as the
person executing the Underwriting Agreement may
approve, his approval thereof to be conclusively
evidenced by his signature thereto, and the officers of
the Company are hereby authorized and directed, on
behalf of the Company acting severally or jointly, to
sign, seal and deliver such papers and documents and to
do or cause to be done any and all acts and things as
to them may seem necessary or appropriate in order to
enable the Company fully and promptly to perform all of
its obligations under the Underwriting Agreement.
RESOLVED, that
(i) the securities to be issued under the Subordinated
Indenture shall be designated "8.55% Quarterly Income
Capital Securities (Series A Subordinated Deferrable
Interest Debentures)" (the "QUICS"); all capitalized
terms used in these resolutions and not defined herein
shall have the meaning set forth in the Subordinated
Indenture;
(ii) the QUICS shall be limited in aggregate principal
amount to $125,000,000 at any time Outstanding;
(iii) the QUICS shall mature and the principal
thereof shall be due and payable on June 30, 2025,
together with all accrued and unpaid interest thereon
to, but not including, such date;
(iv) the QUICS shall bear interest from the date of
original issuance (which is anticipated to be April 21,
1995) at the rate of 8.55% per annum payable quarterly
in arrears on March 31, June 30, September 30 and
December 31 of each year (each, an "Interest Payment
Date") commencing June 30, 1995. The amount of
interest payable for any such period will be computed
on the basis of a 360-day year of twelve 30-day months.
Interest on the QUICS will accrue from the date of
original issuance but if interest has been paid on such
QUICS, then from the most recent Interest Payment Date
through which interest has been paid. In the event
that any Interest Payment Date is not a Business Day,
then payment of interest payable on such date will be
made on the next succeeding day which is a Business Day
(and without any interest or other payment in respect
of such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on
such Interest Payment Date;
(v) each installment of interest on the QUICS shall be
payable to the Person in whose name such QUICS is
registered at the close of business on the Business Day
next preceding the corresponding Interest Payment Date
(the "Regular Record Date") for the QUICS. Any
installment of interest on the QUICS not punctually
paid or duly provided for shall forthwith cease to be
payable to the Holders on such Regular Record Date, and
may be paid to the person in whose name the QUICS is
registered at the close of business on a Special Record
Date to be fixed by the Subordinated Indenture Trustee
for the payment of such defaulted interest, notice
whereof shall be given to the Holders of the QUICS not
less than 10 days prior to such Special Record Date, or
may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which the QUICS may be listed, and upon
such notice as may be required by such exchange, all as
more fully provided in the Subordinated Indenture;
(vi) the principal and each installment of interest on
the QUICS shall be payable at the office or agency of
the Company in The City of New York. The Subordinated
Indenture Trustee will initially be the Paying Agent
and the Registrar for the QUICS;
(vii) the QUICS will be redeemable at the option of
the Company, as a whole or in part, at any time on or
after April 21, 2000 and prior to maturity, upon not
less than 30 nor more than 60 days' notice, at 100% of
the principal amount redeemed, together with accrued
interest to, but not including, the date fixed for
redemption;
(viii) the QUICS shall be issuable in denominations of
$25 and any integral multiple thereof;
(ix) so long as any QUICS are Outstanding, the failure
of the Company to pay interest on any QUICS within 60
days after the same becomes due and payable (whether or
not payment is prohibited by the provisions of Article
Fifteen of the Subordinated Indenture) shall constitute
an Event of Default; provided, however, that a valid
extension of the interest payment period by the Company
as contemplated in Section 312 of the Subordinated
Indenture and paragraph (x) of these Resolutions shall
not constitute a failure to pay interest for this
purpose;
(x) pursuant to Section 312 of the Subordinated
Indenture, the Company shall have the right, at any
time and from time to time during the term of the
QUICS, to extend the interest payment period to a
period not exceeding 20 consecutive quarters (an
"Extended Interest Payment Period"), and at the end of
such Extended Interest Payment Period, the Company
shall pay all interest accrued and unpaid (together
with interest thereon at the same rate as specified for
the QUICS to the extent permitted by applicable law)
through the last day of such Extended Interest Payment
Period provided that if any principal amount of the
QUICS is paid on such day, then not including interest
for such day with respect to such amount; provided,
however, that during such Extended Interest Payment
Period, the Company shall not declare or pay any
dividend on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital
stock or make any guarantee payments with respect to
the foregoing. Prior to the termination of any such
Extended Interest Payment Period, the Company may
further extend the interest payment period, provided
that such Extended Interest Payment Period together
with all such previous and further extensions thereof
may not exceed 20 consecutive quarters or extend beyond
the Stated Maturity of the QUICS. Upon the termination
of any Extended Interest Payment Period and the payment
of all amounts then due, the Company may select a new
Extended Interest Payment Period, subject to the above
requirements. No interest during an Extended Interest
Payment Period, except at the end thereof, shall be due
and payable;
(xi) The Company shall give the Holders of the QUICS
and the Subordinated Indenture Trustee written notice
of its selection of such Extended Interest Payment
Period 10 Business Days prior to the earlier of (i) the
next succeeding Interest Payment Date, and (ii) the
date the Company is required to give notice to Holders
of the QUICS (or, if applicable, to the New York Stock
Exchange or other applicable self-regulatory
organization) of the record or payment date of such
interest payment, but in any event not less than two
Business Days prior to such record date. The quarter
in which any notice is given pursuant to this paragraph
shall constitute one of the 20 quarters which comprise
the maximum Extended Interest Payment Period;
(xii) the QUICS will be originally issued in
global form payable to CEDE & Co. and will,
unless and until the QUICS are exchanged in
whole or in part for certified QUICS
registered in the names of various beneficial
holders thereof, contain restrictions on
transfer, substantially as described in the
form of QUICS, hereto attached as Exhibit __;
and
(xiii) the QUICS shall have such other terms and
provisions as are provided in the form set forth in
Exhibit __ hereto, and shall be issued in such form;
and further
RESOLVED, that the Chairman and Chief Executive
Officer, the President and Chief Operating Officer, any
Vice President, or the Treasurer of the Company are,
and each of them is, authorized to establish additional
terms of the QUICS in accordance with the Subordinated
Indenture and to execute and deliver an Officer's
Certificate to the Subordinated Indenture Trustee
containing such additional terms.
RESOLVED, that the officers of the Company are hereby
authorized and directed to (i) file a listing
application with the New York Stock Exchange, Inc. (the
"Exchange") for the listing on the Exchange of not more
than $125,000,000 in aggregate principal amount of
QUICS, such application to be in the form, or
substantially in the form, presented to this meeting as
Exhibit __, (ii) enter into any agreements with the
Exchange in connection with said application as the
officers of the Company may deem necessary or
appropriate, and (iii) perform any and all other acts
and things necessary to consummate the listing of the
QUICS; and further
RESOLVED, that the Chairman and Chief
Executive Officer, the President and Chief
Operating Officer, any Vice President, the
Treasurer or any other Officer of the
Company, and Robert J. Reger, Jr., Esq., of
Reid & Priest LLP, counsel to the Company,
and each of them severally, are hereby
authorized to appear before, and file any
papers with, the Exchange or any department
or committee thereof in connection with any
application made by the Company for the
listing on the Exchange of the QUICS; and
further
RESOLVED, that the officers of the Company are
authorized and directed to execute and deliver any and
all documents and instruments and to take any and all
actions and to do any and all things they and each of
them may deem necessary or advisable in order to carry
out the intents and purposes of the resolutions adopted
at this meeting.