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EXHIBIT 4.7
BANPONCE CORPORATION
NUMBER SHARES
INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PUERTO RICO
THIS CERTIFICATE IS TRANSFERABLE IN SAN JUAN, PUERTO RICO
8.35% NON-CUMULATIVE MONTHLY
INCOME PREFERRED STOCK, 1994
STOCKHOLDER NO. SERIES A
CUSIP 066704206
This is to certify that
Is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE 8.35% NON-CUMULATIVE MONTHLY INCOME PREFERRED STOCK, 1994 SERIES A OF
BANPONCE CORPORATION, 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.
BANPONCE CORPORATION BY
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Date Authorized Officer
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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 or 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 BanPonce Corporation (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 of 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 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 unclaimed at the end of two years from and after the
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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 of 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 with 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.