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EXHIBIT 4.2
POPULAR, INC.
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PUERTO RICO
THIS CERTIFICATE IS TRANSFERABLE IN SAN JUAN, PUERTO RICO
NUMBER SHARES
001679
STOCKHOLDER NO. 8.35% NON-CUMULATIVE MONTHLY
INCOME PREFERRED STOCK 1994
SERIES A
CUSIP 733174 20 5
This is to certify that
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE 8.35% NON-CUMULATIVE MONTHLY INCOME
PREFERRED STOCK, 1994 SERIES A OF
POPULAR, INC., transferable only on the books of the Corporation by the
holder hereof in person or by its duly authorized attorney upon surrender
of this Certificate properly endorsed. The designations, preferences,
limitations, and relative rights of the 8.35% Non-Cumulative Monthly Income
Preferred Stock, 1994 Series A, are fixed in the Certificate of
Incorporation and the Certificate of Resolution filed in the Department of
State of the Commonwealth of Puerto Rico.
IN WITNESS WHEREOF, the seal of the Corporation is affixed to
this Certificate and is signed by duly authorized officers of the
Corporation.
POPULAR, INC. by
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Authorized Officer
Date
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Authorized Officer
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TRANSFER
The signature on this transfer must correspond exactly with the name on the
certificate, without changes or abbreviations of any kind.
For value received, I (we) hereby sell and transfer to (Print Name, Address,
Postal Zip Code and Social Security or Taxpayer Number of transferee, and
number of shares transferred):
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shares of the 8.35% NON-CUMULATIVE MONTHLY INCOME PREFERRED STOCK, 1994 SERIES A
represented by this certificate, and do hereby irrevocably appoint and
constitute
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attorney to transfer the said shares on the books of the Corporation, with full
power of substitution on the premises to that effect.
Signed ___________________ Signature guaranteed by ________________ Date ______
(Signature must be guaranteed by a bank, trust company, or firm that is a
member of a registered national securities exchange or of the National
Association of Securities Dealers.)
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The following description of the terms of the 8.35% Non-Cumulative
Monthly Income Preferred Stock, 1994 Series A (the "Series A Preferred Stock")
of Popular, Inc. (the "Corporation") does not purport to be complete and is
subject to and qualified in its entirety by reference to Article Five of the
Certificate of Incorporation of the Corporation and the Certificate of
Resolution of the Series A Preferred Stock, copies of which are filed with the
Department of State of Puerto Rico.
A. DESIGNATION. The shares of such series of Preferred Stock shall
be designated as the "8.35% Non-Cumulative Monthly Income Preferred Stock, 1994
Series A".
B. DIVIDENDS. 1. Holders of record of the Series A Preferred Stock
will be entitled to receive, when, as and if declared by the Board of Directors
of the Corporation, out of funds of the Corporation legally available therefor,
non-cumulative cash dividends at the annual rate per share of 8.35% of the
liquidation preference of $25 per share, or $0.173958 per share per month.
2. Dividends on the Series A Preferred Stock will accrue from
their date of original issuance and will be payable (when, as and if declared
by the Board of Directors of the Corporation out of funds of the Corporation
legally available therefor) monthly in arrears in United States dollars
commencing on July 31, 1994, and on the last day of each calendar month of each
year thereafter to the holders of record of the Series A Preferred Stock as
they appear on the books of the Corporation on the second Business Day (as
defined below) immediately preceding the relevant date of payment.
3. Dividends on the Series A Preferred Stock will be
non-cumulative. The Corporation is not obligated or required to declare or pay
dividends on the Series A Preferred Stock, even if it has funds available for
the payment of such dividends. If the Board of Directors of the Corporation or
an authorized committee thereof does not declare a dividend payable on a
dividend payment date in respect of the Series A Preferred Stock, then the
holders of the Series A Preferred Stock shall have no right to receive a
dividend in respect of the monthly dividend period ending on such dividend
payment date.
4. The amount of dividends payable for any monthly dividend
period will be computed on the basis of twelve 30-day months and a 360-day
year. The amount of dividends payable for any period shorter than a full
monthly dividend period will be computed on the basis of the actual number of
days elapsed in such period.
5. Subject to any applicable fiscal or other laws and
regulations, each dividend payment will be made by dollar check drawn on a
bank in New York, New York or San Juan, Puerto Rico and mailed to the record
holder thereof at such holder's address as it appears on the register for
such Series A Preferred Stock.
6. So long as any shares of the Series A Preferred Stock remain
outstanding, the Corporation shall not declare, set apart, or pay any dividend,
or make any other distribution of assets (other than dividends paid or other
distributions made in stock of the Corporation ranking junior to the Series A
Preferred Stock as to the payment of dividends and as to the distribution of
assets upon liquidation, dissolution, or winding up of the Corporation) on, or
redeem, purchase, set apart, or otherwise acquire (except upon conversion or
exchange for stock of the Corporation ranking junior to the Series A Preferred
Stock as to the payment of dividends and as to the distribution of assets upon
liquidation, dissolution, or winding up of the Corporation), shares of common
stock or any other class of stock of the Corporation ranking junior to the
Series A Preferred Stock as to the payment of dividends or as to the
distribution of assets upon liquidation, dissolution, or winding up of the
Corporation, unless (i) all accrued and unpaid dividends on the Series A
Preferred Stock for the twelve monthly dividend periods ending on the
immediately preceding dividend payment date shall have been paid or are paid
contemporaneously and the full monthly dividend on the Series A Preferred Stock
for the then current month has been or is contemporaneously declared and paid or
declared and set apart for payment and (ii) the Corporation has not defaulted in
the payment of the redemption price of any shares of Series A Preferred Stock
called for redemption.
7. When dividends are not paid in full on the Series A Preferred
Stock and any other shares of stock of the Corporation ranking on a parity as
to the payment of dividends with the Series A Preferred Stock, all dividends
declared upon the Series A Preferred Stock and any such other shares of stock
of the Corporation will be declared pro rata so that the amount of dividends
declared per share on the Series A Preferred Stock and any such other shares of
stock will in all cases bear to each other the same ratio that the liquidation
preference per share of the Series A Preferred Stock and any such other shares
of stock bear to each other.
8. Holders of record of the Series A Preferred Stock will not be
entitled to any dividend, whether payable in cash, property or stock, in excess
of the dividends provided for herein on the shares of Series A Preferred Stock.
C. CONVERSION; EXCHANGE. The Series A Preferred Stock will not be
convertible into or exchangeable for any other securities of the Corporation.
D. REDEMPTION AT THE OPTION OF THE CORPORATION. 1. The shares of
the Series A Preferred Stock are not redeemable prior to June 30, 1994. On
and after that date, the shares of the Series A Preferred Stock will be
redeemable in whole or in part from time to time at the option of the
Corporation, upon not less than thirty nor more than sixty days' notice by
mail, at the following redemption prices, during the twelve-month periods
beginning on June 30 of the following years, plus accrued and unpaid
dividends for the then current monthly dividend period to the date fixed for
redemption: 1998... $26.25; 1999...$26.00; 2000...$25.75; 2001...$25.50; 2002
and thereafter...$25.00.
2. In the event that less than all of the outstanding shares of
the Series A Preferred Stock are to be redeemed in any redemption at the option
of the Corporation, the total number of shares to be redeemed in such
redemption shall be determined by the Board of Directors and the shares to be
redeemed shall be allocated pro rata or by lot as may be determined by the
Board of Directors or by such other method as the Board of Directors may
approve and deem equitable.
3. Notice of any proposed redemption shall be given by the
Corporation by mailing a copy of such notice to the holders of record of the
shares of Series A Preferred Stock to be redeemed, at their address of record,
not more than sixty days nor less than thirty days prior to the redemption date.
4. Notice having been mailed as aforesaid, from and after the
redemption date (unless default be made in the payment of the redemption
price for any shares to be redeemed), all dividends on the shares of Series A
Preferred Stock called for redemption shall cease to accrue and all rights of
the holders of such shares as stockholders of the Corporation by reason of
the ownership of such shares (except the right to receive the redemption
price, on presentation and surrender of the respective certificates
representing the redeemed shares), shall cease on the redemption date.
5. At its option, the Corporation may, on or prior to the
redemption date, irrevocably deposit the aggregate amount payable upon
redemption of the shares of the Series A Preferred Stock to be redeemed with a
bank or trust company designated by the Corporation (the "Depositary") to be
held in trust by the Depositary for payment to the holders of the shares of the
Series A Preferred Stock then to be redeemed. If such deposit is made and the
funds so deposited are made immediately available to the holders of the shares
of the Series A Preferred Stock to be redeemed, the Corporation shall thereupon
be released and discharged (subject to the provisions of Section D.6) from any
obligation to make payment of the amount payable upon redemption of the shares
of the Series A Preferred Stock to be redeemed, and the holders of such shares
shall look only to the Depositary for such payment.
6. Any funds remaining unclaimed at the end of two years from and
after the redemption date in respect of which such funds were deposited shall be
returned to the Corporation forthwith and thereafter the holders of shares of
the Series A Preferred Stock called for redemption with respect to which such
funds were deposited shall look only to the Corporation for the payment of the
redemption price thereof. Any interest accrued on any funds deposited with the
Depositary shall belong to the Corporation and shall be paid to it from time to
time on demand.
E. LIQUIDATION PREFERENCE. 1. Upon any voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation, the then record
holders of shares of Series A Preferred Stock will be entitled to receive out of
the assets of the Corporation available for distribution to shareholders,
distributions upon liquidation in the amount of $25 per share plus an amount
equal to any accrued and unpaid dividends for the current monthly dividend
period to the date of payment.
2. If upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the amounts payable with respect to the
Series A Preferred Stock and any other shares of stock of the Corporation
ranking as to any such distribution on a parity with the Series A Preferred
Stock are not paid in full, the holders of the Series A Preferred Stock and of
such other shares will share ratably in any such distribution of assets of the
Corporation in proportion to the full liquidation preferences to which each is
entitled. After payment of the full amount of the liquidation preference to
which they are entitled, the holders of shares of Series A Preferred Stock will
not be entitled to any further participation in any distribution of assets of
the Corporation.
3. If the assets distributable upon any dissolution, liquidation,
or winding up of the Corporation shall be insufficient to permit the payment to
the holders of the Series A Preferred Stock of the full preferential amounts
aforesaid, then such assets or the proceeds thereof shall be distributed among
the holders of the Series A Preferred Stock ratably in proportion to the
respective amounts the holders of such shares of stock would be entitled to
receive if they were paid the full preferential amounts aforesaid.
F. VOTING RIGHTS. 1. Except as described in this Section F, or
except as required by applicable law, holders of the Series A Preferred Stock
will not be entitled to receive notice of or attend or vote at any meeting of
stockholders of the Corporation.
2. If the Corporation does not pay dividends in full on the Series
A Preferred Stock for eighteen consecutive monthly dividend periods, the holders
of outstanding shares of the Series A Preferred Stock, together with the holders
of any other shares of stock of the Corporation having the right to vote for the
election of directors solely in the event of any failure to pay dividends,
acting as a single class without regard to series, will be entitled, by written
notice to the Corporation given by the holders of a majority in liquidation
preference of such shares or by ordinary resolution passed by the holders of a
majority in liquidation preference of such shares present in person or by proxy
at a separate general meeting of such holders convened for the purpose, to
appoint two additional members of the Board of Directors of the Corporation, to
remove any such member from office and to appoint another person in place of
such member. Not later than thirty days after such entitlement arises, if
written notice by a majority of the holders of such shares has not been given as
provided for in the preceding sentence, the Board of Directors or an authorized
committee thereof will convene a separate general meeting for the above purpose.
If the Board of Directors or such authorized committee fails to convene such
meeting within such thirty-day period, the holders of 10% of the outstanding
shares of the Series A Preferred Stock and any such other stock will be entitled
to convene such meeting. The provisions of the Certificate of Incorporation and
By-laws of the Corporation relating to the convening and conduct of general
meetings of stockholders will apply with respect to any such separate general
meeting. Any member of the Board of Directors so appointed shall vacate office
if, following the event which gave rise to such appointment, the Corporation
shall have resumed the payment of dividends in full on the Series A Preferred
Stock and each such other series of stock for twelve consecutive monthly
dividend periods.
3. Any variation or abrogation of the rights, preferences, and
privileges of the Series A Preferred Stock by way of amendment of the
Corporation's Certificate of Incorporation or otherwise (including, without
limitation, the authorization or issuance of any shares of the Corporation
ranking, as to dividend rights or rights on liquidation, winding up and
dissolution, senior to the Series A Preferred Stock) shall not be effective
(unless otherwise required by applicable law) except with the consent in
writing of the holders of at least two-thirds of the outstanding shares of the
Series A Preferred Stock or with the sanction of a special resolution passed at
a separate general meeting by the holders of at least two-thirds in liquidation
preference of the outstanding shares of the Series A Preferred Stock.
Notwithstanding the foregoing, the Corporation may, without the consent or
sanction of the holders of the Series A Preferred Stock, authorize and issue
shares of the Corporation ranking, as to dividend rights and rights on
liquidation, winding up, and dissolution, on a parity with or junior to the
Series A Preferred Stock.
G. RANK. The Series A Preferred Stock will, with respect to dividend
rights and rights on liquidation, winding up, and dissolution, rank (i) senior
to all classes of common stock of the Corporation, to the Corporation's
Series A Participating Cumulative Preferred Stock and to all other equity
securities issued by the Corporation, the terms of which specifically provide
that such equity securities will rank junior to the Series A Preferred Stock
(or to all series of the Preferred Stock in general); (ii) on a parity with all
equity securities issued by the Corporation, the terms of which specifically
provide that such equity securities will rank on a parity with the Series A
Preferred Stock (or to all series of the Preferred Stock in general); and
(iii) junior to all equity securities issued by the Corporation, the terms of
which specifically provide that such equity securities will rank senior to the
Series A Preferred Stock (or to all series of the Preferred Stock in general).
For this purpose, the term "equity securities" does not include debt securities
convertible into or exchangeable for equity securities.
H. FORM OF CERTIFICATE FOR SERIES A PREFERRED STOCK; TRANSFER AND
REGISTRATION. 1. The Series A Preferred Stock shall be issued in registered
form only. The Corporation may treat the record holder of a share of Series A
Preferred Stock, including the Depository Trust Company and its nominee and any
other holder that holds such share on behalf of any other person, as such
record holder appears on the books of the registrar for the Series A Preferred
Stock, as the sole owner of such share for all purposes.
2. The transfer of a share of Series A Preferred Stock may be
registered upon the surrender of the certificate evidencing the share of
Series A Preferred Stock to be transferred, together with the form of transfer
endorsed on it duly completed and executed, at the office of the transfer
agent and registrar.
3. Registration of transfers of shares of Series A Preferred
Stock will be effected without charge by or on behalf of the Corporation, but
upon payment (or the giving of such indemnity as the transfer agent and
registrar may require) in respect of any tax or other governmental charges
which may be imposed in relation to it.
I. NO PREEMPTIVE RIGHTS. Holders of the Series A Preferred Stock will
have no preemptive rights to purchase any securities of the Corporation.
J. NO REPURCHASE AT THE OPTION OF THE HOLDERS; MISCELLANEOUS.
Holders of the Series A Preferred Stock will have no right to require the
Corporation to repurchase any shares of Series A Preferred Stock, and the
shares of Series A Preferred Stock are not subject to any sinking fund or
similar obligation. The Corporation may, at its option, purchase shares of
the Series A Preferred Stock from holders thereof from time to time, by
tender, in privately negotiated transactions or otherwise.