Exhibit 4.1
4.1 Articles Supplementary of Series A Cumulative Convertible
Redeemeable Preferred Stock
ARTICLES SUPPLEMENTARY OF
SERIES A CUMULATIVE CONVERTIBLE REDEEMABLE PREFERRED STOCK
OF
CARRAMERICA REALTY CORPORATION
Pursuant to Section 2-208(b) of the
General Corporation Law of Maryland
CarrAmerica Realty Corporation, a Maryland corporation (the "Corporation"),
hereby certifies that, pursuant to the authority conferred upon the Board of
Directors of the Corporation by Section 4.4 of the Charter and in accordance
with Section 2-208(b) of the General Corporation Law of Maryland, the Board of
Directors on October 10, 1996 duly classified unissued shares of Preferred Stock
of the Corporation, and the description of the Preferred Stock, including the
preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications, and terms and conditions of
redemption thereof, as set by the Board of Directors, are as follows:
Section 1. Number of Shares and Designation. This class of Preferred Stock
shall be designated as Series A Cumulative Convertible Redeemable Preferred
Stock, par value $.01 per share (the "Series A Preferred Stock"). The number of
shares of preferred stock constituting the Series A Preferred Stock is
1,740,000.
Section 2. Definitions. The following terms shall have the following
meanings herein:
a."Board of Directors" shall mean the Board of Directors of the Corporation
or any committee authorized by the Board of Directors to perform any of its
responsibilities with respect to the Series A Preferred Stock.
b."Business Day" shall mean any day other than a Saturday, Sunday or a day
on which state or federally chartered banking institutions in New York City, New
York are not required to be open.
c."Call Date" shall have the meaning set forth in Section 6(b).
d."Charter" means the Articles of Amendment and Restatement of Articles of
Incorporation of the Corporation, as amended to the date hereof and as the same
may be amended hereafter from time to time.
e."Code" shall have the meaning set forth in Section 12.
f."Common Stock" shall mean the common stock of the Corporation, par value
$.01 per share.
g."Constituent Person" shall have the meaning set forth in Section 5(e).
h."Conversion Price" shall mean the conversion price per share of Common
Stock for which the shares of Series A Preferred Stock are convertible, as such
Conversion Price may be adjusted pursuant to Section 5. The initial conversion
price shall be $25.00 (equivalent to a conversion rate of one share of Common
Stock for each share of Series A Preferred Stock).
i."Current Market Price" of publicly traded shares of Common Stock or any
other class of capital stock or other security of the Corporation or any other
issuer for any day shall mean the last reported sales price, regular way, on
such day, or, if no sale takes place on such day, the average of the reported
closing bid and asked prices on such day, regular way, in either case as
reported on the New York Stock Exchange ("NYSE") or, if such security is not
listed or admitted for trading on the NYSE, on the principal national securities
exchange on which such security is listed or admitted for trading or, if not
listed or admitted for trading on any national securities exchange, on the
National Market System of the National Association of Securities Dealers, Inc.
Automated Quotations System ("NASDAQ") or, if such security is not quoted on
such National Market System, the average of the closing bid and asked prices on
such day in the over-the-counter market as reported by NASDAQ or, if bid and
asked prices for such security on such day shall not have been reported through
NASDAQ, the average of the bid and asked prices on such day as furnished by any
NYSE member firm regularly making a market in such security selected for such
purpose by the Board of Directors.
j."Dividend Payment Date" shall mean the last calendar day (or, if such day
is not a Business Day, the next Business Day thereafter) of each February, May,
August, and November, commencing on November 30, 1996.
k."Dividend Periods" shall mean quarterly dividend periods commencing on
March 1, June 1, September 1 and December 1 of each year and ending on and
including the day of the next succeeding Dividend Payment Date (other than the
initial Dividend Payment Date, which shall commence on the Issue Date, and other
than the Dividend Period during which any shares of Series A Preferred Stock
shall be redeemed pursuant to Section 6, which shall end on and include the Call
Date with respect to the shares of Series A Preferred Stock being redeemed).
l."Exempted Person" shall have the meaning set forth in Section 12.
m."Fair Market Value" shall mean the average of the daily Current Market
Prices of a share of Common Stock during the five (5) consecutive Trading Days
selected by the Corporation commencing not more than 20 Trading Days before, and
ending not later than, the earlier of the day in question and the
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day before the "ex date" with respect to the issuance or distribution requiring
such computation. The term "ex date," with respect to any issuance or
distribution, means the first day on which shares of the Common Stock trade,
regular way, without the right to receive such issuance or distribution, on the
exchange or in the market, as the case may be, used to determine that day's
Current Market Price.
n."Fully Junior Stock" shall mean the Common Stock and any other class or
series of shares of capital stock of the Corporation now or hereafter issued and
outstanding over which the Series A Preferred Stock has preference or priority
in both (i) the payment of dividends and (ii) the distribution of assets on any
liquidation, dissolution or winding up of the Corporation.
o."Issue Date" shall mean the first date on which shares of the Series A
Preferred Stock are issued and sold.
p."Junior Stock" shall mean the Common Stock and any other class or series
of shares of capital stock of the Corporation now or hereafter issued and
outstanding over which the Series A Preferred Stock has preference or priority
in the payment of dividends or in the distribution of assets on any liquidation,
dissolution or winding up of the Corporation.
q."Non-Electing Share" shall have the meaning set forth in Section 5(e).
r."Parity Stock" shall have the meaning set forth in Section 8(b).
s."Person" shall mean any individual, firm, partnership, corporation or
other entity, and shall include any successor (by merger or otherwise) of such
entity.
t."Preferred Stock" shall mean the preferred stock of the Corporation, par
value $.01 per share.
u."Securities" and "Security" shall have the meanings set forth in Section
5(d)(iii).
v."Series A Preferred Stock" shall have the meaning set forth in Section 1.
w."set apart for payment" shall be deemed to include, without any action
other than the following, the recording by the Corporation in its accounting
ledgers of any accounting or bookkeeping entry which indicates, pursuant to a
declaration of dividends or other distribution by the Board of Directors, the
allocation of funds to be so paid on any series or class of shares of capital
stock of the Corporation; provided, however, that if any funds for any class or
series of Junior Stock or Fully Junior Stock or any class or series of shares of
capital stock
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ranking on a parity with the Series A Preferred Stock as to the payment of
dividends are placed in a separate account of the Corporation or delivered to a
disbursing, paying or other similar agent, then "set apart for payment" with
respect to the Series A Preferred Stock shall mean placing such funds in a
separate account or delivering such funds to a disbursing, paying or other
similar agent.
x."Trading Day" shall mean any day on which the securities in question are
traded on the NYSE, or if such securities are not listed or admitted for trading
on the NYSE, on the principal national securities exchange on which such
securities are listed or admitted, or if not listed or admitted for trading on
any national securities exchange, on the National Market System of NASDAQ, or if
such securities are not quoted on such National Market System, in the applicable
securities market in which the securities are traded.
y."Transaction" shall have the meaning set forth in Section 5(e).
z."Transfer Agent" means Boston EquiServe, Boston, Massachusetts, or such
other agent or agents of the Corporation as may be designated by the Board of
Directors or their designee as the transfer agent, registrar and dividend
disbursing agent for the Series A Preferred Stock.
Section 3.Dividends.
(a)The holders of Series A Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for that purpose, dividends payable in cash in an amount per share
equal to the greater of (i) $1.75 per annum or (ii) the cash dividends
(determined on each Dividend Payment Date) paid on the shares of Common Stock,
or portion thereof, into which a share of Series A Preferred Stock is
convertible. The dividends referred to in clause (ii) of the immediately
preceding sentence shall equal the number of shares of Common Stock, or portion
thereof, into which a share of Series A Preferred Stock is convertible,
multiplied by the most current quarterly dividend paid on a share of Common
Stock on or before the applicable Dividend Payment Date. Such dividends shall
begin to accrue and shall be fully cumulative from the Issue Date, whether or
not in any Dividend Period or Periods there shall be funds of the Corporation
legally available for the payment of such dividends, and shall be payable
quarterly, when, as and if declared by the Board of Directors, in arrears on
Dividend Payment Dates, commencing on the first Dividend Payment Date after the
Issue Date. Such dividends shall be payable in arrears to the holders of record
of Series A Preferred Stock, as they appear on the stock records of the
Corporation at the close of business on the record date, not more than 50 days
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preceding the relevant Dividend Payment Date, as shall be fixed by the Board of
Directors. Accrued and unpaid dividends for any past Dividend Periods may be
declared and paid at any time and for such interim periods, without reference to
any regular Dividend Payment Date, to holders of record on such date, not
exceeding 50 days preceding the payment date thereof, as may be fixed by the
Board of Directors. Any dividend payment made on the Series A Preferred Stock
shall first be credited against the earliest accrued but unpaid dividend due
with respect to the Series A Preferred Stock which remains payable.
(b) The amount of dividends referred to in clause (i) of Section 3(a)
payable for each full Dividend Period for the Series A Preferred Stock shall be
computed by dividing the annual dividend rate by four. The initial Dividend
Period will include a partial dividend for the period from the Issue Date until
November 30, 1996. The amount of dividends payable for the initial Dividend
Period, or any other period shorter or longer than a full Dividend Period, on
the Series A Preferred Stock shall be computed on the basis of the actual number
of days in such Dividend Period. Holders of Series A Preferred Stock shall not
be entitled to any dividends, whether payable in cash, property or shares of
stock, in excess of cumulative dividends, as herein provided, on the Series A
Preferred Stock. 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 that may be in arrears.
(c) So long as any shares of Series A Preferred Stock are outstanding, no
dividends, except as described in the immediately following sentence, shall be
declared or paid or set apart for payment on any class or series of Parity Stock
for any period unless full cumulative dividends have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for such payment on the Series A Preferred Stock for all Dividend
Periods terminating on or prior to the dividend payment date for such class or
series of Parity Stock. When dividends are not paid in full or a sum sufficient
for such payment is not set apart, as aforesaid, all dividends declared upon
Series A Preferred Stock and all dividends declared upon any other class or
series of Parity Stock shall be declared ratably in proportion to the respective
amounts of dividends accumulated and unpaid on the Series A Preferred Stock and
accumulated and unpaid on such Parity Stock.
(d) So long as any shares of Series A Preferred Stock are outstanding, no
dividends (other than dividends or distributions paid solely in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Fully Junior
Stock) shall be declared or paid or set apart for payment or other distribution
declared or made upon Junior Stock or Fully Junior Stock, nor shall any Junior
Stock or Fully Junior Stock be redeemed, purchased or otherwise acquired (other
than a redemption, purchase or other acquisition of shares of Common Stock made
for purposes of any employee incentive or benefit plan of the Corporation or any
subsidiary) for any consideration (or any moneys be paid to or made available
for a sinking fund for the redemption of any such shares) by the Corporation,
directly or indirectly (except by conversion into or exchange for shares of
Fully Junior Stock), unless in each case (i) the full cumulative dividends on
all outstanding shares of Series A Preferred Stock and any other Parity Stock of
the
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Corporation shall have been or contemporaneously are declared and paid or
declared and set apart for payment for all past Dividend Periods with respect to
the Series A Preferred Stock and all past dividend periods with respect to such
Parity Stock and (ii) sufficient funds shall have been or contemporaneously are
declared and paid or declared and set apart for the payment of the dividend for
the current Dividend Period with respect to the Series A Preferred Stock and the
current dividend period with respect to such Parity Stock.
(e) No distributions on Series A Preferred Stock shall be declared by the
Board of Directors or paid or set apart for payment by the Corporation at such
time as the terms and provisions of any agreement of the Corporation, including
any agreement relating to its indebtedness, prohibits such declaration, payment
or setting apart for payment or provides that such declaration, payment or
setting apart for payment would constitute a breach thereof or a default
thereunder, or if such declaration or payment shall be restricted or prohibited
by law.
Section 4.Liquidation Preference.
(a) In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for the holders of Junior Stock, the holders of the
Series A Preferred Stock shall be entitled to receive $25.00 per share of Series
A Preferred Stock plus an amount equal to all dividends (whether or not earned
or declared) accrued and unpaid thereon to the date of final distribution to
such holders; but such holders shall not be entitled to any further payment. If,
upon any liquidation, dissolution or winding up of the Corporation, the assets
of the Corporation, or proceeds thereof, distributable among the holders of the
Series A Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid and liquidating payments on any other shares of any class or
series of Parity Stock, then such assets, or the proceeds thereof, shall be
distributed among the holders of the Series A Preferred Stock and any such other
Parity Stock ratably in accordance with the respective amounts that would be
payable on such Series A Preferred Stock and any such other Parity Stock if all
amounts payable thereon were paid in full. For the purposes of this Section 4,
(i) a consolidation or merger of the Corporation with one or more corporations,
real estate investment trusts, or other entities, (ii) a sale, lease or transfer
of all or substantially all of the Corporation's assets, or (iii) a statutory
share exchange shall not be deemed to be a liquidation, dissolution or winding
up, voluntary or involuntary, of the Corporation.
(b) Subject to the rights of the holders of shares of any series or class
or classes of capital stock ranking on a parity with or prior to the Series A
Preferred Stock upon liquidation, dissolution or winding up, upon any
liquidation, dissolution or winding up of the Corporation, after payment shall
have been made in full to the holders of the Series A Preferred Stock, as
provided in this Section 4,
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any other series or class or classes of Junior Stock or Fully Junior Stock
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 Series A Preferred Stock shall not be entitled to share
therein.
Section 5.Conversion. Holders of Series A Preferred Stock shall have the
right to convert all or a portion of such shares into shares of Common Stock, as
follows:
(a) The Series A Preferred Stock shall not be convertible by the holders
thereof prior to the date that is six (6) months following the Issue Date. On
and after the date that is six (6) months following the Issue Date and subject
to and upon compliance with the provisions of this Section 5, a holder of Series
A Preferred Stock shall have the right, at his or her option, at any time to
convert such shares into the number of fully paid and non- assessable shares of
Common Stock obtained by dividing the aggregate liquidation preference of such
shares by the Conversion Price (as in effect at the time and on the date
provided for in the last paragraph of Section 5(b)) by surrendering such shares
to be converted, such surrender to be made in the manner provided in Section
5(b); provided, however, that the right to convert shares called for redemption
pursuant to Section 6 shall terminate at the close of business on the fifth
Business Day prior to the Call Date fixed for such redemption, unless the
Corporation shall default in making payment of the cash payable upon such
redemption under Section 6.
(b) In order to exercise the conversion right, the holder of each share of
Series A Preferred Stock to be converted shall surrender the certificate
representing such share, duly endorsed or assigned to the Corporation or in
blank, at the office of the Transfer Agent, accompanied by written notice to the
Corporation that the holder thereof elects to convert such shares of Series A
Preferred Stock. Unless the shares issuable on conversion are to be issued in
the same name as the name in which such shares of Series A Preferred Stock is
registered, each share surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the holder or such holder's duly authorized attorney and an amount sufficient
to pay any transfer or similar tax (or evidence reasonably satisfactory to the
Corporation demonstrating t hat such taxes have been paid).
Holders of Series A Preferred Stock at the close of business on a dividend
payment record date shall be entitled to receive the dividend payable on such
shares on the corresponding Dividend Payment Date notwithstanding the conversion
thereof following such dividend payment record date and prior to such Dividend
Payment Date. However, Series A Preferred Stock surrendered for conversion
during the period between the close of business on any dividend payment record
date and the opening of business on the corresponding Dividend Payment Date
(except shares converted after the issuance of notice of redemption
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with respect to a Call Date during such period, such shares of Series A
Preferred Stock being entitled to such dividend on the Dividend Payment Date)
must be accompanied by payment of an amount equal to the dividend payable on
such shares on such Dividend Payment Date. A holder of shares of Series A
Preferred Stock on a dividend payment record date who (or whose transferee)
tenders any such shares for conversion into shares of Common Stock on the
corresponding Dividend Payment Date will receive the dividend payable by the
Corporation on such shares of Series A Preferred Stock on such date, and the
converting holder need not include payment of the amount of such dividend upon
surrender of such shares of Series A Preferred Stock for conversion. Except as
provided above, the Corporation shall make no payment or allowance for unpaid
dividends, whether or not in arrears, on converted shares or for dividends on
the shares of Common Stock issued upon such conversion.
As promptly as practicable after the surrender of certificates for shares
of Series A Preferred Stock as aforesaid, the Corporation shall issue and shall
deliver at such office to such holder, or on his or her written order, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the conversion of such shares in accordance with the provisions of
this Section 5, and any fractional interest in respect of a share of Common
Stock arising upon such conversion shall be settled as provided in Section 5(c).
Each conversion shall be deemed to have been effected immediately prior to
the close of business on the date on which the certificates for shares of Series
A Preferred Stock shall have been surrendered and such notice (and if
applicable, payment of an amount equal to the dividend payable on such shares)
received by the Corporation as aforesaid, and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby at such time on such date,
and such conversion shall be at the Conversion Price in effect at such time on
such date unless the stock transfer books of the Corporation shall be closed on
that date, in which event such person or persons shall be deemed to have become
such holder or holders of record at the close of business on the next succeeding
day on which such share transfer books are open, but such conversion shall be at
the Conversion Price in effect on the date on which such shares shall have been
surrendered and such notice received by the Corporation
(c) No fractional shares or scrip representing fractions of shares of
Common Stock shall be issued upon conversion of the Series A Preferred Stock.
Instead of any fractional interest in a share of Common Stock that would
otherwise be deliverable upon the conversion of a share of Series A Preferred
Stock, the Corporation shall pay to the holder of such share an amount in cash
based upon the Current Market Price of Common Stock on the Trading Day
immediately preceding the date of conversion. If more than one share shall be
surrendered for conversion
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at one time by 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 Series A Preferred Stock so surrendered.
(d) The Conversion Price shall be adjusted from time to time as follows:
(i) If the Corporation shall after the Issue Date (A) pay a dividend
or make a distribution on its shares of stock, in either case, in shares of
Common Stock, (B) subdivide its outstanding shares of Common Stock into a
greater number of shares, (C) combine its outstanding shares of Common
Stock into a smaller number of shares or (D) issue any stock by
reclassification of its shares of Common Stock, the Conversion Price in
effect at the opening of business on the day following the date fixed for
the determination of shareholders entitled to receive such dividend or
distribution or at the opening of business on the Business Day next
following the day on which such subdivision, combination or
reclassification becomes effective, as the case may be, shall be adjusted
so that the holder of any shares of Series A Preferred Stock thereafter
surrendered for conversion shall be entitled to receive the number of
shares of Common Stock that such holder would have owned or have been
entitled to receive after the happening of any of the events described
above as if such shares of Series A Preferred Stock had been converted
immediately prior to the record date in the case of a dividend or
distribution or the effective date in the case of a subdivision,
combination or reclassification. An adjustment made pursuant to this
subparagraph (i) shall become effective immediately after the opening of
business on the Business Day next following the record date (except as
provided in Section 5(h)) in the case of a dividend or distribution and
shall become effective immediately after the opening of business on the
Business Day next following the effective date in the case of a
subdivision, combination or reclass ification.
(ii) If the Corporation shall issue after the Issue Date rights,
options or warrants to all holders of Common Stock entitling them (for a
period expiring within 45 days after the record date mentioned below) to
subscribe for or purchase Common Stock at a price per share less than 94%
(100% if a stand-by underwriter is used and charges the Corporation a
commission) of the Fair Market Value per share of Common Stock on the
record date for the determination of shareholders entitled to receive such
rights, options or warrants, then the Conversion Price in effect at the
opening of business on the Business Day next following such record date
shall be adjusted to equal the price determined by multiplying (I) the
Conversion Price in effect immediately prior to the opening of business on
the Business Day next following the date fixed for such determination by
(II) a fraction, the numerator of which shall be the sum of (A) the number
of shares of Common
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Stock outstanding on the close of business on the date fixed for such
determination and (B) the number of shares that the aggregate proceeds to
the Corporation from the exercise of such rights, options or warrants for
shares of Common Stock would purchase at 94% of such Fair Market Value (or
100% in the case of a stand-by underwriting), and the denominator of which
shall be the sum of (A) the number of shares of Common Stock outstanding on
the close of business on the date fixed for such determination and (B) the
number of additional shares of Common Stock offered for subscription or
purchase pursuant to such rights, options or warrants. Such adjustment
shall become effective immediately after the opening of business on the day
next following such record date (except as provided in Section 5(h)). In
determining whether any rights, options or warrants entitle the holders of
Common Stock to subscribe for or purchase Common Stock at less than 94% of
such Fair Market Value (or 100% in the case of a stand-by underwriting),
there shall be taken into account any consideration received by the
Corporation upon issuance and upon exercise of such rights, options or
warrants, the value of such consideration, if other than cash, to be
determined by the Board of Directors.
(iii) If the Corporation shall distribute to all holders of its Common
Stock any stock of the Corporation (other than Common Stock) or evidence of
its indebtedness or assets (excluding cumulative cash dividends or
distributions paid with respect to the Common Stock after December 31, 1995
which are not in excess of the following: the sum of (A) the Corporation's
cumulative undistributed funds from operations at December 31, 1995, plus
(B) the cumulative amount of funds from operations, as determined by the
Board of Directors, after December 31, 1995, minus (C) the cumulative
amount of dividends accrued or paid in respect of the Series A Preferred
Stock or any other class or series of Preferred Stock of the Corporation
after the Issue Date) or rights, options or warrants to subscribe for or
purchase any of its securities (excluding those rights, options and
warrants issued to all holders of Common Stock entitling them for a period
expiring within 45 days after the record date referred to in subparagraph
(ii) above to subscribe for or purchase shares of Common Stock, which
rights, options and warrants are referred to in and treated under
subparagraph (ii) above) (any of the foregoing being hereinafter in this
subparagraph (iii) collectively called the "Securities" and individually a
"Security"), then in each such case the Conversion Price shall be adjusted
so that it shall equal the price determined by multiplying (I) the
Conversion Price in effect immediately prior to the close of business on
the date fixed for the determination of shareholders entitled to receive
such distribution by (II) a fraction, the numerator of which shall be the
Fair Market Value per share of Common Stock on the record date mentioned
below less the then fair market value (as determined by the Board of
Directors, whose determination shall be conclusive), of the portion of the
stock or assets or evidences of indebtedness so distributed or of such
rights,
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options or warrants applicable to one share of Common Stock, and the
denominator of which shall be the Fair Market Value per share of Common
Stock on the record date mentioned below. Such adjustment shall become
effective immediately at the opening of business on the Business Day next
following (except as provided in paragraph (h) below) the record date for
the determination of shareholders entitled to receive such distribution.
For the purposes of this clause (iii), the distribution of a Security,
which is distributed not only to the holders of the Common Stock on the
date fixed for the determination of shareholders entitled to such
distribution of such Security, but also is distributed with each share of
Common Stock delivered to a Person converting a share of Series A Preferred
Stock after such determination date, shall not require an adjustment of the
Conversion Price pursuant to this clause (iii); provided, that on the date,
if any, on which a Person converting a share of Series A Preferred Stock
would no longer be entitled to receive such Security with a share of Common
Stock (other than as a result of the termination of all such Securities), a
distribution of such Securities shall be deemed to have occurred and the
Conversion Price shall be adjusted as provided in this clause (iii) (and
such day shall be deemed to be "the date fixed for the determination of the
shareholders entitled to receive such distribution" and "the record date"
within the meaning of th e two preceding sentences).
(iv) No adjustment in the Conversion Price shall be required unless
such adjustment would require a cumulative increase or decrease of at least
1% in such price; provided, however, that any adjustments that by reason of
this subparagraph (iv) are not required to be made shall be carried forward
and taken into account in any subsequent adjustment until made; and
provided, further, that any adjustment shall be required and made in
accordance with the provisions of this Section 5 (other than this
subparagraph (iv)) not later than such time as may be required in order to
preserve the tax-free nature of a distribution to the holders of Common
Stock. Notwithstanding any other provisions of this Section 5, the
Corporation shall not be required to make any adjustment of the Conversion
Price for the issuance of any shares of Common Stock pursuant to any plan
providing for the reinvestment of dividends or interest payable on
securities of the Corporation and the investment of additional optional
amounts in Common Stock under such plan. All calculations under this
Section 5 shall be made to the nearest cent (with $.005 being rounded
upward) or to the nearest one-tenth of a share (with .05 of a share being
rounded upward), as the case may be. Anything in this Section 5(d) to the
contrary notwithstanding, the Corporation shall be entitled, to the extent
permitted by law, to make such reductions in the Conversion Price, in
addition to those required by this Section 5(d), as it in its discretion
shall determine to be advisable in order that any share dividends,
subdivision of shares, reclassification or combination of shares,
distribution of rights or warrants to purchase stock or
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securities, or a distribution of other assets (other than cash dividends)
hereafter made by the Corporation to its shareholders shall not be taxable.
(e) If the Corporation shall be a party to any transaction (including
without limitation a merger, consolidation, statutory share exchange, self
tender offer for all or substantially all shares of Common Stock, sale of all or
substantially all of the Corporation's assets or recapitalization of the Common
Stock and excluding any transaction as to which Section 5(d)(i) applies) (each
of the foregoing being referred to herein as a "Transaction"), in each case as a
result of which all or substantially all shares of Common Stock are converted
into the right to receive stock, securities or other property (including cash or
any combination thereof), each share of Series A Preferred Stock which is not
redeemed or converted into the right to receive stock, securities or other
property prior to such Transaction shall thereafter be convertible into the kind
and amount of shares of stock, securities and other property (including cash or
any combination thereof) receivable upon the consummation of such Transaction by
a holder of that number of shares of Common Stock into which one share of Series
A Preferred Stock was convertible immediately prior to such Transaction,
assuming such holder of shares of Common Stock (i) is not a Person with which
the Corporation consolidated or into which the Corporation merged or which
merged into the Corporation or to which such sale or transfer was made, as the
case may be ("Constituent Person"), or an affiliate of a Constituent Person and
(ii) failed to exercise his rights of election, if any, as to the kind or amount
of stock, securities and other property (including cash) receivable upon such
Transaction (provided that if the kind or amount of stock, securities and other
property (including cash) receivable upon such Transaction is not the same for
each share of Common Stock held immediately prior to such Transaction by other
than a Constituent Person or an affiliate thereof and in respect of which such
rights of election shall not have been exercised ("Non-Electing Share"), then
for the purpose of this Section 5(e) the kind and amount of stock, securities
and other property (including cash) receivable upon such Transaction by 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 Corporation shall not be a
party to any Transaction unless the terms of such Transaction are consistent
with the provisions of this Section 5(e), and it shall not consent or agree to
the occurrence of any Transaction until the Corporation has entered into an
agreement with the successor or purchasing entity, as the case may be, for the
benefit of the holders of the shares of Series A Preferred Stock that will
contain provisions enabling the holders of the shares of Series A Preferred
Stock that remain outstanding after such Transaction to convert into the
consideration received by holders of Common Stock at the Conversion Price in
effect immediately prior to such Transaction. The provisions of this Section
5(e) shall similarly apply to successive Transactions.
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(f) If:
(i) the Corporation shall declare a dividend (or any other
distribution) on the Common Stock (other than cash dividends or
distributions paid with respect to the Common Stock after December 31, 1995
not in excess of the sum of the Corporation's cumulative undistributed
funds from operations at December 31, 1995, plus the cumulative amount of
funds from operations, as determined by the Board of Directors, after
December 31, 1995, minus the cumulative amount of dividends accrued or paid
in respect of the shares of Series A Preferred Stock or any other class or
series of Prefer red Stock of the Corporation after the Issue Date); or
(ii) the Corporation shall authorize the granting to the holders of
shares of Common Stock of rights, options or warrants to subscribe for or
purchase any shares of stock of any class or any other rights, options or
warrants, which granting requires an adjustment of the Conversion Price
pursuan t to Section 5(d)(ii) above; or
(iii) there shall be any reclassification of the Common Stock (other
than an event to which Section 5(d)(i) applies) or any consolidation or
merger to which the Corporation is a party and for which approval of any
shareholders of the Corporation is required, or a statutory share exchange,
or a self tender offer by the Corporation for all or substantially all of
its outstanding Common Stock or the sale or transfer of all or
substantially all of the assets of the Corporation as an entirety; or
(iv) there shall occur the voluntary or involuntary liquidation,
dissolution or winding up of the Corporation,
then the Corporation shall cause to be filed with the Transfer Agent and shall
cause to be mailed to the holders of shares of Series A Preferred Stock at their
addresses as shown on the stock records of the Corporation, as promptly as
possible, but at least 10 days prior to the applicable date hereinafter
specified, a notice stating (A) the date on which a record is to be taken for
the purpose of such dividend, distribution or granting of rights, options or
warrants, or, if a record is not to be taken, the date as of which the holders
of shares of Common Stock of record to be entitled to such dividend,
distribution or rights, options or warrants are to be determined or (B) the date
on which such reclassification, consolidation, merger, statutory share exchange,
sale, transfer, liquidation dissolution or winding up is expected to become
effective, and the date as of which it is expected that holders of shares of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property, if any, deliverable upon such
reclassification, consolidation, merger, statutory share exchange, sale,
transfer, liquidation, dissolution or winding up. Failure to give or receive
such notice or any
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defect therein shall not affect the legality or validity of the proceedings
described in this Section 5.
(g) Whenever the Conversion Price is adjusted as herein provided, the
Corporation shall promptly file with the Transfer Agent an officer's certificate
setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment, which certificate shall
be conclusive evidence of the correctness of such adjustment absent manifest
error. Promptly after delivery of such certificate, the Corporation shall
prepare a notice of such adjustment of the Conversion Price setting forth the
adjusted Conversion Price and the effective date of such adjustment and shall
mail such notice of such adjustment of the Conversion Price to the holder of
each share of Series A Preferred Stock at such holder's last address as shown on
the share records of the Corporation.
(h) In any case in which Section 5(d) provides that an adjustment shall
become effective on the day next following the record date for an event, the
Corporation may defer until the occurrence of such event (A) issuing to the
holder of any share of Series A Preferred Stock converted after such record date
and before the occurrence of such event the additional shares of Common Stock
issuable upon such conversion by reason of the adjustment required by such event
over and above the shares of Common Stock issuable upon such conversion before
giving effect to such adjustment and (B) paying t o such holder any amount of
cash in lieu of any fraction pursuant to Section 5(c).
(i) There shall be no adjustment of the Conversion Price in case of the
issuance of any stock or other security of the Corporation in a reorganization,
acquisition or other similar transaction except as specifically set forth in
this Section 5. If any action or transaction would require adjustment of the
Conversion Price pursuant to more than one paragraph of this Section 5, only one
adjustment shall be made and such adjustment shall be the amount of adjustment
that has the highest absolute value.
(j) If the Corporation shall take any action affecting the Common Stock,
other than action described in this Section 5, that in the opinion of the Board
of Directors would materially and adversely affect the conversion rights of the
holders of the shares of Series A Preferred Stock, the Conversion Price for the
Series A Preferred Stock may be adjusted, to the extent permitted by law, in
such manner, if any, and at such time, as the Board of Directors, in its sole
discretion, may determine to be equitable in the circumstances.
(k) The Corporation covenants that it will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Common Stock, for the purpose of effecting conversion of
the shares of Series A Preferred Stock, the full number of shares of Common
Stock
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deliverable upon the conversion of all outstanding shares of Series A Preferred
Stock not theretofore converted. For purposes of this Section 5(k), the number
of shares of Common Stock that shall be deliverable upon the conversion of all
outstanding shares of Series A Preferred Stock shall be computed as if at the
time of computation all such outstanding shares were held by a single holder.
The Corporation covenants that any shares of Common Stock issued upon
conversion of the shares of Series A Preferred Stock shall be validly issued,
fully paid and non-assessable. Before taking any action that would cause an
adjustment reducing the Conversion Price below the then- par value of the shares
of Common Stock deliverable upon conversion of the shares of Series A Preferred
Stock, the Corporation will take any corporate action that, in the opinion of
its counsel, may be necessary in order that the Corporation may validly and
legally issue fully paid and non- assessable shares of Common Stock at such
adjusted Conversion Price.
The Corporation shall endeavor to list the shares of Common Stock required
to be delivered upon conversion of the Series A Preferred Stock, prior to such
delivery, upon each national securities exchange, if any, upon which the
outstanding shares of Common Stock are listed at the time of such delivery.
Prior to the delivery of any securities that the Corporation shall be
obligated to deliver upon conversion of the shares of Series A Preferred Stock,
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 the delivery thereof by, any governmental
authority.
(l) The Corporation will 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 or other securities or property on conversion of the shares of
Series A Preferred Stock pursuant hereto; provided, however, that the
Corporation shall not be required to pay any tax that may be payable in respect
of any transfer involved in the issue or delivery of Common Stock or other
securities or property in a name other than that of the holder of the shares of
Series A Preferred Stock to be converted, and no such issue or delivery shall be
made unless and until the person requesting such issue or delivery has paid to
the Corporation the amount of any such tax or established, to the reasonable
satisfaction of the Corporation, that such tax has been paid.
Section 6. Redemption at the Option of the Corporation.
(a) The Series A Preferred Stock shall not be redeemable by the Corporation
prior to the third (3rd) anniversary of the Issue Date. On and after the third
(3rd) anniversary of the Issue Date, the Corporation, at its option, may redeem
the Series A Preferred Stock, in whole or in part at any time or from time to
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time at a redemption price of Twenty Five Dollars ($25.00) per share of Series A
Preferred Stock, plus the amounts indicated in Section 6(b).
(b) Upon any redemption of the Series A Preferred Stock pursuant to this
Section 6, the Corporation shall pay all accrued and unpaid dividends, if any,
thereon ending on or prior to the date of such redemption (the "Call Date"),
without interest. If the Call Date falls after a dividend payment record date
and prior to the corresponding Dividend Payment Date, then each holder of Series
A Preferred Stock at the close of business on such dividend payment record date
shall be entitled to the dividend payable on such shares on the corresponding
Dividend Payment Date notwithstanding the redemption of such shares before such
Dividend Payment Date. Except as provided above, the Corporation shall make no
payment or allowance for unpaid dividends, whether or not in arrears, on shares
of Series A Preferred Stock called for redemption.
(c) If full cumulative dividends on the Series A Preferred Stock and any
other class or series of Parity Stock of the Corporation have not been declared
and paid or declared and set apart for payment, the Series A Preferred Stock may
not be redeemed under this Section 6 in part and the Corporation may not
purchase or acquire the Series A Preferred Stock, otherwise than pursuant to a
purchase or exchange offer made on the same terms to all holders of Series A
Preferred Stock.
(d) Notice of the redemption of any Series A Preferred Stock under this
Section 6 shall be mailed by first-class mail to each holder of record of Series
A Preferred Stock to be redeemed at the address of each such holder as shown on
the Corporation's records, not less than 30 nor more than 90 days prior to the
Call Date. Neither the failure to mail any notice required by this Section 6(d),
nor any defect therein or in the mailing thereof, to any particular holder,
shall affect the sufficiency of the notice or the validity of the proceedings
for redemption with respect to the other holders. Any notice which was mailed in
the manner herein provided shall be conclusively presumed to have been duly
given on the date mailed whether or not the holder receives the notice. Each
such mailed notice shall state, as appropriate: (1) the Call Date; (2) the
number of shares of Series A Preferred Stock to be redeemed and, if fewer than
all the shares held by such holder are to be redeemed, the number of such shares
to be redeemed from such holder; (3) the place or places at which certificates
for such shares are to be surrendered; (4) the then-current Conversion Price;
and (5) that dividends on the shares to be redeemed shall cease to accrue on
such Call Date except as otherwise provided herein. Notice having been mailed as
aforesaid, from and after the Call Date (unless the Corporation shall fail to
make available an amount of cash necessary to effect such redemption), (i)
except as otherwise provided herein, dividends on the Series A Preferred Stock
so called for redemption shall cease to accrue, (ii) shares of Series A
Preferred Stock shall no longer be deemed to be outstanding, and (iii) all
rights of the holders thereof as holders of Series A Preferred Stock of the
Corporation shall cease (except the right to receive cash payable upon such
redemption, without
-16-
interest thereon, upon surrender and endorsement of their certificates if so
required and to receive any dividends payable thereon). The Corporation's
obligation to provide cash in accordance with the preceding sentence shall be
deemed fulfilled if, on or before the Call Date, the Corporation shall deposit
with a bank or trust company (which may be an affiliate of the Corporation) that
has an office in Washington, D.C., and that has, or is an affiliate of a bank or
trust company that has, capital and surplus of at least $50,000,000, the amount
of cash necessary for such redemption, in trust, with irrevocable instructions
that such cash be applied to the redemption of the Series A Preferred Stock so
called for redemption. No interest shall accrue for the benefit of the holders
of Series A Preferred Stock to be redeemed on any cash so set aside by the
Corporation. Subject to applicable escheat laws, any such cash unclaimed at the
end of two years from the Call Date shall revert to the general funds of the
Corporation, after which reversion the holders of such shares so called for
redemption shall look only to the general funds of the Corporation for the
payment of such cash.
As promptly as practicable after the surrender in accordance with said
notice of the certificates for any such shares so redeemed (properly endorsed or
assigned for transfer, if the Corporation shall so require and if the notice
shall so state), such shares shall be exchanged for any cash (without interest
thereon) for which such shares have been redeemed. If fewer than all the
outstanding shares of Series A Preferred Stock are to redeemed, shares to be
redeemed shall be selected by the Corporation from outstanding shares of Series
A Preferred Stock not previously called for redemption by lot or pro rata (as
nearly as may be) or by any other method determined by the Corporation in its
sole discretion to be equitable. If fewer than all the shares of Series A
Preferred Stock represented by any certificate are redeemed, then new
certificates representing the unredeemed shares shall be issued without cost to
the holder thereof.
Section 7. Shares of Stock To Be Retired. All shares of Series A Preferred
Stock which shall have been issued and reacquired in any manner by the
Corporation shall be restored to the status of authorized but unissued shares of
capital stock of the Corporation, without designation as to class or series.
Section 8. Ranking. Any class or series of shares of capital stock of the
Corporation shall be deemed to rank:
(a) prior to the Series A Preferred Stock, as to the payment of dividends
and as to distribution of assets upon liquidation, dissolution or winding up, if
the holders of such class or series shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or winding
up, as the case may be, in preference or priority to the holders of Series A
Preferred Stock;
(b) on a parity with the Series A Preferred Stock, as to the payment of
dividends and as to distribution of assets upon liquidation, dissolution or
winding
-17-
up, whether or not the dividend rates, dividend payment dates or redemption or
liquidation prices per share thereof be different from those of the Series A
Preferred Stock, if the holders of such class or series of shares of stock and
the Series A Preferred Stock shall be entitled to the receipt of dividends and
of amounts distributable upon liquidation, dissolution or winding up in
proportion to their respective amounts of accrued and unpaid dividends per share
or liquidation preferences, without preference or priority one over the other
("Parity Stock");
(c) 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,
if such shares of stock shall be Junior Stock; and
(d) 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,
if such shares of stock shall be Fully Junior Stock.
Section 9. Voting. If and whenever six consecutive quarterly dividends
payable on the Series A Preferred Stock or any series or class of Parity Stock
shall be in arrears (which shall, with respect to any such quarterly dividend,
mean that any such dividend has not been paid in full), whether or not declared,
the number of directors then constituting the Board of Directors shall be
increased by two, and the holders of Series A Preferred Stock, together with the
holders of shares of every other series of Parity Stock, voting as a single
class regardless of series, shall be entitled to elect the two additional
directors to serve on the Board of Directors at any annual meeting of
shareholders or special meeting held in place thereof, or at a special meeting
of the holders of the Series A Preferred Stock and the Parity Stock called as
hereinafter provided. Whenever all arrears in dividends on the Series A
Preferred Stock and the Parity Stock then outstanding shall have been paid and
dividends thereon for the current quarterly dividend period shall have been paid
or declared and set apart for payment, then the right of the holders of the
Series A Preferred Stock and the Parity Stock to elect such additional two
directors shall immediately cease (but subject always to the same provision for
the vesting of such voting rights in the case of any similar future arrearages
in six consecutive quarterly dividends), and the terms of office of all persons
elected as directors by the holders of the Series A Preferred Stock and the
Parity Stock shall immediately terminate and the number of the Board of
Directors shall be reduced accordingly. At any time after such voting rights
shall have been so vested in the holders of Series A Preferred Stock and the
Parity Stock, the secretary of the Corporation may, and upon the written request
of any holder of Series A Preferred Stock (addressed to the secretary at the
principal office of the Corporation) shall, call a special meeting of the
holders of the Series A Preferred Stock and of the Parity Stock for the election
of the two directors to be elected by them as herein provided, such call to be
made by notice similar to that provided in the Bylaws of the Corporation for a
special meeting of the shareholders or as required by law. If any such special
meeting required to be called as above provided shall not be called
-18-
by the secretary within 20 days after receipt of any such request, then any
holder of Series A Preferred Stock may call such meeting, upon the notice above
provided, and for that purpose shall have access to the stock records of the
Corporation. The directors elected at any such special meeting shall hold office
until the next annual meeting of the shareholders or special meeting held in
lieu thereof if such office shall not have previously terminated as above
provided. If any vacancy shall occur among the directors elected by the holders
of the Series A Preferred Stock and the Parity Stock, a successor shall be
elected by the Board of Directors, upon the nomination of the then-remaining
director elected by the holders of the Series A Preferred Stock and the Parity
Stock or the successor of such remaining director, to serve until the next
annual meeting of the shareholders or special meeting held in place thereof if
such office shall not have previously terminated as provided above.
So long as any shares of Series A Preferred Stock are outstanding, in
addition to any other vote or consent of shareholders required by law or by the
Charter of the Corporation, the affirmative vote of at least 66-2/3% of the
votes entitled to be cast by the holders of the Series A Preferred Stock and the
Parity Stock, at the time outstanding, acting as a single class regardless of
series, given in person or by proxy, either in writing without a meeting or by
vote at any meeting called for the purpose, shall be necessary for effecting or
validating:
(a) Any amendment, alteration or repeal of any of the provisions of the
Charter of the Corporation (including these Articles Supplementary) that
materially and adversely affects the voting powers, rights or preferences of the
holders of the Series A Preferred Stock or the Parity Stock; provided, however,
that the amendment of the provisions of the Charter of the Corporation so as to
authorize or create or to increase the authorized amount of any Fully Junior
Stock or Junior Stock that are not senior in any respect to the Series A
Preferred Stock, or any shares of any class ranking on a parity with the Series
A Preferred Stock or the Parity Stock, shall not be deemed to materially
adversely affect the voting powers, rights or preferences of the holders of
Series A Preferred Stock; and provided further, that if any such amendment,
alteration or repeal would materially and adversely affect any voting powers,
rights or preferences of the Series A Preferred Stock or another series of
Parity Stock that are not enjoyed by some or all of the other series otherwise
entitled to vote in accordance herewith, the affirmative vote of at least
66-2/3% of the votes entitled to be cast by the holders of all series similarly
affected, similarly given, shall be required in lieu of the affirmative vote of
at least 66-2/3% of the votes entitled to be cast by the holders of the Series A
Preferred Stock and the Parity Stock otherwise entitled to vote in accordance
herewith; or
(b) A share exchange that affects the Series A Preferred Stock, a
consolidation with or merger of the Corporation into another entity, or a
consolidation with or merger of another entity into the Corporation, unless in
each such case each share of Series A Preferred Stock (i) shall remain
outstanding
-19-
without a material and adverse change to its terms and rights or (ii) shall be
converted into or exchanged for convertible preferred stock of the surviving
entity having preferences, conversion or other rights, voting powers,
restrictions, limitations as to dividends, qualifications and terms or
conditions of redemption thereof identical to that of a share of Series A
Preferred Stock (except for changes that do not materially and adversely affect
the holders of the Series A Preferred Stock); or
(c) The authorization or creation of, or the increase in the authorized
amount of, any shares of any class or any security convertible into shares of
any class ranking prior to the Series A Preferred Stock in the distribution of
assets on any liquidation, dissolution or winding up of the Corporati on or in
the payment of dividends;
provided, however, that no such vote of the holders of Series A Preferred Stock
shall be required if, at or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any such shares or convertible
securities is to be made, as the case may be, provision is made for the
redemption of all shares of Series A Preferred Stock at the time outstanding.
For purposes of the foregoing provisions of this Section 9, each share of
Series A Preferred Stock shall have one (1) vote per share, except that when
shares of any other series of Preferred Stock shall have the right to vote with
the Series A Preferred Stock as a single class on any matter, then the Series A
Preferred Stock and such other series shall have with respect to such matters
one (1) vote per $25.00 of stated liquidation preference. Except as otherwise
required by applicable law or as set forth herein, the Series A Preferred Stock
shall not have any relative, participating, optional or other special voting
rights and powers, and the consent of the holders thereof shall not be required
for the taking of any corporate action.
Section 10. Record Holders. The Corporation and the Transfer Agent may deem
and treat the record holder of any Series A Preferred Stock as the true and
lawful owner thereof for all purposes, and neither the Corporation nor the
Transfer Agent shall be affected by any notice to the contrary.
Section 11. Sinking Fund. The Series A Preferred Stock shall not be
entitled to the benefits of any retirement or sinking fund.
Section 12. Ownership Limitation. Pursuant to the authority granted to the
Board of Directors under Section 5.10 of the Charter, any Person (as defined in
the Charter) who is not an individual within the meaning of Section 542(a)(2) of
the Internal Revenue Code of 1986, as amended (the "Code"), as modified by
Section 856(h)(3) of the Code (referred to as an "Exempted Person"), that
Acquires (as defined in the Charter) Beneficial Ownership (as defined in the
Charter) of shares of Series A Preferred Stock is exempted from clause (ii) of
the Ownership Limit (as defined in the Charter) with respect to the Series A
Preferred Stock, subject to the
-20-
condition that no Person (as defined in the Charter) who is an individual within
the meaning of Section 542(a)(2) of the Code, as modified by Section 856(h)(3)
of the Code and who Beneficially Owns (as defined in the Charter) any of the
shares of Series A Preferred Stock owned directly by the Exempted Person at any
time Beneficially Owns an amount of Series A Preferred Stock in excess of the
Ownership Limit. Each Exempted Person who acquires shares of Series A Preferred
Stock in reliance upon the conditional exemption set forth in the preceding
sentence represents and warrants to the Corporation as a condition of such
reliance that the condition set forth therein is satisfied at the time such
Exempted Person Acquired the shares of Series A Preferred Stock and will be
satisfied throughout the period during which such Exempted Person Beneficially
Owns the shares of Series A Preferred Stock. Each Exempted Person who acquires
shares of Series A Preferred Stock in reliance upon the conditional exemption
set forth in the second preceding sentence further agrees that in the event the
condition set forth in the second preceding sentence is at any time not
satisfied, the exemption granted under this Section 12 no longer shall apply to
such Exempted Person and all of the shares of Series A Preferred Stock
Beneficially Owned by such Exempted Person shall be subject to all of the
restrictions and remedies set forth in Article V of the Charter (including,
without limitation, the remedies set forth in Section 5.3 of the Charter).
-21-
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary
to be signed in its name and on its behalf by its President and attested by its
Secretary on October __, 1996.
CARRAMERICA REALTY CORPORATION
By: /s/ Thomas A. Carr
--------------------------
Thomas A. Carr
President
(SEAL)
Attest: /s/ Andrea F. Bradley
---------------------
Andrea F. Bradley
Secretary
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