Exhibit 3.2
CERTIFICATE OF DESIGNATION
of
SERIES A PREFERRED STOCK
of
THE WASHINGTON POST COMPANY
(formerly known as TWPC, INC.)
Pursuant to Section 151(g) of the General Corporation Law of the
State of Delaware, THE WASHINGTON POST COMPANY, formerly known as TWPC, INC.
(the "Company"), a corporation organized and existing under the General
Corporation Law of the State of Delaware, in accordance with the provisions of
Section 103 thereof, DOES HEREBY CERTIFY:
That, pursuant to the authority conferred upon the Board of
Directors of the Company by Article Fourth of the Certificate of Incorporation
of the Company, the Board of Directors of the Company, adopted the following
resolution creating a series of Preferred Stock of the Company designated as
Series A Preferred Stock:
RESOLVED, that, pursuant to the authority vested in the Board of
Directors of the Company in accordance with the provisions of Article Fourth
of the Amended and Restated Certificate of Incorporation of the Company, a
series of Preferred Stock of the Company is hereby created and that the
designation and number of shares thereof and the voting powers, preferences
and relative, participating, optional and other special rights of the shares
of such series, and the qualifications, limitations or restrictions thereof
are as follows:
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SECTION 1. Designation and Number of Shares. The shares of such
series shall be designated as "Series A Preferred Stock", par value $1.00 per
share. The number of shares initially constituting the Series A Preferred
Stock shall be 23,000. The number of authorized shares of Preferred Stock of
the Company and of Series A Preferred Stock may be increased or decreased (but
not below the number of shares thereof then outstanding) pursuant to the
Certificate of Incorporation of the Company and the General Corporation Law of
the State of Delaware without the affirmative vote of the holders of the
outstanding shares of Series A Preferred Stock.
SECTION 2. Dividends. Subject to the prior and superior rights of
the holders of shares of any series of Preferred Stock of the Company or other
class of stock of the Company hereafter authorized which shall rank prior and
superior to the shares of Series A Preferred Stock with respect to dividends,
the holders of shares of the Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of the assets
of the Company legally available therefor, quarterly dividends payable in cash
on February 15, May 15, August 15 and November 15 of each year, or such other
dates as the Board of Directors shall approve, in the amount of $20.00 per
share (or a pro rata reduced amount if such shares have not been issued and
outstanding for an entire quarter). Each such dividend shall be paid to the
holders of record of shares of Series A Preferred Stock as they appear on the
stock register of the Company on such record date, not exceeding 60 days
preceding the payment date thereof, as shall be fixed by the Board of
Directors. Dividends on account of arrears for any past dividend periods may
be declared and paid at any time, without reference to any regular dividend
payment date, to holders of record on such date, not exceeding 60 days
preceding the payment date thereof, as may be fixed by the Board of Directors
of the Company. Holders of Series A Preferred Stock shall not be entitled to
any dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends as provided herein. No interest, or sum of money in lieu
of interest, shall be payable in respect of any dividend payment or payments
on the Series A Preferred Stock which may be in arrears.
SECTION 3. Voting Rights. The holders of shares of Series A
Preferred Stock shall not have any voting
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rights, either general or special, except as provided in Section 10 hereof and
as may otherwise be required by law.
SECTION 4. Certain Restrictions. (a) Whenever quarterly dividends
payable on shares of Series A Preferred Stock as provided in Section 2 are
payable but in arrears for any prior quarter, thereafter and until all accrued
and unpaid dividends, whether or not declared, on shares of Series A Preferred
Stock outstanding shall have been paid in full, the Company shall not, unless
full dividends (including any dividends in arrears) are contemporaneously
declared and paid on shares of Series A Preferred Stock
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock; provided,
that the Company may at any time redeem, purchase or otherwise acquire
shares of any such junior stock in exchange for, or out of the net cash
proceeds from the sale of, other shares of any such junior stock;
(ii) declare or pay dividends on or make any other distributions on
any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred
Stock, except dividends paid ratably on the Series A Preferred Stock and
all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares
are then entitled; or
(iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred
Stock; provided that the Company may at any time redeem, purchase or
otherwise acquire shares of any such parity stock in exchange for shares
of any stock of the Company ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series A Preferred
Stock;
provided that the Company may at any time declare dividends or distributions
paid in shares of, or options, warrants or rights to subscribe for or purchase
shares of, Common Stock
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or any other stock of the Company ranking junior to the Series A Preferred
Stock as to dividends and upon liquidation, dissolution or winding up.
(b) The Company shall not permit any subsidiary of the Company to
purchase or otherwise acquire for consideration any shares of stock of the
Company unless the Company could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
SECTION 5. Liquidation, Dissolution or Winding Up. (a) Subject to
the prior and superior rights of the holders of shares of any series of
Preferred Stock or other class of stock of the Company hereafter authorized
which shall rank prior and superior to the shares of Series A Preferred Stock
upon liquidation, dissolution or winding up, the holders of the shares of
Series A Preferred Stock shall be entitled to receive and to be paid out of
the assets of the Company available for distribution to its stockholders, the
amount of $1,000.00 per share, plus an amount equal to the sum of all accrued
and unpaid dividends (whether or not earned or declared) for the then-current
dividend period and all dividend periods prior thereto, upon the liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary.
(b) Neither the sale of all or substantially all of the property and
assets of the Company, nor the merger or consolidation of the Company into or
with any other corporation nor the merger or consolidation of any other
corporation into or with the Company shall be deemed to be a dissolution,
liquidation or winding up, voluntary or involuntary, for the purposes of this
Section 5.
(c) After the payment to the holders of the shares of Series A
Preferred Stock of the full preferential amounts provided for in this Section
5, the holders of the Series A Preferred Stock, as such, shall have no right
or claim to any of the remaining assets of the Company.
(d) In the event the assets of the Company available for
distribution to the holders of shares of Series A Preferred Stock, upon any
dissolution, liquidation or winding up of the Company, whether voluntary or
involuntary, shall be insufficient to pay in full all amounts to which such
holders are entitled pursuant to paragraph (a) of this Section 5, no such
distribution shall
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be made on account of any shares of any other series of Preferred Stock or
other class of stock of the Company ranking as to any such distribution on a
parity with the shares of Series A Preferred Stock upon such dissolution,
liquidation or winding up unless proportionate distributive amounts shall be
paid on account of the shares of Series A Preferred Stock, ratably, in
proportion to the full distributive amounts for which holders of all such
parity shares are respectively entitled upon such dissolution, liquidation or
winding up.
(e) Subject to the rights of the holders of the shares of any series
or class of stock ranking on a parity with or prior to the shares of Series A
Preferred Stock upon liquidation, dissolution or winding up, upon any
liquidation, dissolution or winding up of the Company, after payment shall
have been made in full to the holders of the shares of Series A Preferred
Stock as provided in this Section 5, but not prior thereto, any other series
or class of stock ranking junior to the shares of Series A Preferred Stock
upon liquidation, dissolution or winding up 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 shares
of Series A Preferred Stock shall not be entitled to share therein.
SECTION 6. Redemption. The shares of the Series A Preferred Stock
shall not be redeemable prior to October 1, 2015. On and after October 1,
2015, the Company, at its option, may redeem shares of the Series A Preferred
Stock, as a whole or in part, at any time or from time to time, at a
redemption price per share of $1,000.00 plus, in each case, accrued and unpaid
dividends thereon to the date fixed for redemption. The procedure for such
redemption shall be in accordance with the provisions of Article Fourth of the
Certificate of Incorporation of the Company. No interest, or sum of money in
lieu of interest, shall be payable in respect of the amounts otherwise payable
upon the redemption of any shares of Series A Preferred Stock not timely
redeemed by the holder thereof.
SECTION 7. No Conversion Rights. The holders of shares of the Series
A Preferred Stock shall not have any rights to convert such shares into or
exchange such shares for shares of any other class or of any other series of
any class of stock of the Company.
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SECTION 8. Ranking; Right to Authorize Senior Series or Classes of
Stock. The Company shall have the right at any time and from time to time to
authorize and issue any series of Preferred Stock and other classes of stock
which shall rank prior and superior to the Series A Preferred Stock as to
dividends or as to the distribution of assets upon liquidation, dissolution or
winding up of the Company, or both. In the absence of a provision expressly
providing for such priority in the Certificate of Incorporation, as amended,
or the Certificate of Designation providing for such series or classes, as
applicable, all other series of Preferred Stock of the Company hereafter
issued and all series of all other classes of capital stock of the Company
hereafter authorized and issued which have a preference as to dividends or as
to the distribution of assets upon liquidation, dissolution or winding up of
the Company shall rank pari passu with the Series A Preferred Stock as to
dividends and as to the distribution of assets upon liquidation, dissolution
or winding up of the Company.
SECTION 9. Reacquired Shares. Any shares of Series A Preferred Stock
purchased, redeemed or otherwise acquired by the Company in any manner
whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock, without designation as to series, until
such shares are once more designated as part of a particular series by the
Board pursuant to the provisions of Article Fourth of the Certificate of
Incorporation.
SECTION 10. Amendment. None of the powers, preferences and relative,
participating, optional and other special rights of the Series A Preferred
Stock as provided herein shall be amended in any manner which would alter or
change the powers, preferences, rights or privileges of the holders of Series
A Preferred Stock so as to affect them adversely without the affirmative vote
of the holders of a majority of the outstanding shares of Series A Preferred
Stock, voting as a separate class.
IN WITNESS WHEREOF, the Company has caused this Certificate to be
duly executed in its corporate name on this 22nd day of September, 2003.
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THE WASHINGTON POST COMPANY,
By /s/ John B. Morse, Jr.
--------------------------
Name: John B. Morse, Jr.
Title: Vice President
[Seal]
Attest:
/s/ Diana M. Daniels
- ------------------------
Name: Diana M. Daniels
Title: Secretary