Just thought that everyone could use a restatement of what we know about the plcop trading, which is the series E stock. Here is what is listed in the SEC filings on this. By the way, if you dump plco and only support the preferred, then the common will drop, thus, in theory , decreasing the value of the preferred shares. I would think the best strategy would be to own both. Anyway, here it is:
. Series E Preferred Stock.
(i) Designation. The designation of this series of Preferred Stock, par
value $0.01 per share, shall be the "Series E Preferred Stock."
(ii) Rank. The Series E Preferred Stock shall rank junior to the Series B
Preferred Stock and senior to the Series D Preferred Stock.
(iii) Dividends.
(a) The holders of the shares of the Series E Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors, out of
funds legally available for the payment of dividends, cumulative dividends at
$1.00 per share. The dividend is payable within 90 days of each year anniversary
thereof (the "Series E Dividend Payment Date"), in preference to dividends on
the Junior Securities. Such dividend shall be paid to the holder of record at
the close of business on the date ten business days prior to the Series E
Dividend Payment Dates, which dividend may be paid in cash or kind, at the
discretion of the Corporation. Each of such dividends shall be fully cumulative
and shall accrue (whether or not declared), without interest, from the date such
dividends are payable as herein provided.
(b) If at any time the Corporation shall have failed to pay full dividends
which have accrued (whether or not declared) on any Senior Securities, no
dividend shall be declared by the Board of Directors or paid or set apart for
payment by the Corporation on the shares of the Series E Preferred Stock or any
other Parity Securities unless, prior to or concurrently with such declaration,
payment, or setting apart for payment, all accrued and unpaid dividends on all
outstanding shares of Senior Securities shall have been or are declared and paid
or set apart for payment, without interest. No dividends shall be declared or
paid or set apart for payment on any Parity or Junior securities 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 E Preferred Stock for all dividend payment periods
terminating on or prior to the date of payment of such full cumulative
dividends. If any dividends are not paid in full, as aforesaid, upon the shares
of the Series E Preferred Stock and any other Parity Securities, all dividends
declared upon shares of the Series E Preferred Stock and any other Parity
Securities shall be declared pro rata so that the amount of dividends declared
per share on the Series E Preferred Stock and such other Parity Securities shall
in all cases bear to each other the same ratio that accrued dividends per share
on the Series E Preferred Stock and such other Parity Securities bear to each
other. No interest or sum of money in lieu of interest shall be payable in
respect of any dividend payment or payments on the Series E Preferred Stock or
any other Parity Securities which may be in arrears.
(c) Holders of the shares of the Series E Preferred Stock shall be entitled
to receive the dividends provided for in paragraph (iii)(a) hereof in preference
to and in priority over any dividends upon the Series D Preferred Stock and any
other Junior Securities.
(d) Subject to the foregoing provisions of this Section (iii), the Board of
Directors may declare, and the Corporation may pay or set apart for payment,
dividends and other distributions on any of the Junior Securities and may
purchase or otherwise redeem any of the Junior Securities or any warrants,
rights, or options exercisable for or convertible into any of the Junior
Securities, and the holders of the shares of the Series E Preferred Stock shall
not be entitled to share therein.
(iv) Liquidation Preference.
(a) In the event of any voluntary or involuntary liquidation, dissolution,
or winding up of the affairs of the Corporation, the holders of shares of Series
E Preferred Stock then outstanding shall be entitled to be paid out of the
assets of the Corporation available for distribution to its stockholders an
amount in cash equal to $1.00 per share for each share outstanding, before any
payment shall be made or any assets distributed to the holders of any of the
Junior Securities, provided, however, that the holder of the outstanding shares
of the Series E Preferred Stock shall not be entitled to receive such
liquidation payment until the liquidation payments on all outstanding shares of
Senior Securities, if any, shall have been paid in full. If the assets of the
Corporation are not sufficient to pay in full the liquidation payments payable
to the holders of the outstanding shares of the Series E Preferred Stock or any
other Parity Securities, then the holders of all such shares shall share ratably
in such distribution of assets in accordance with the amount which would be
payable on such distribution if the amounts to which the holders of the
outstanding shares of Series E Preferred Stock and the holders of outstanding
shares of such other Parity Securities are entitled were paid in full.
(b) For the purposes of this Article IV, neither the voluntary sale,
conveyance, lease, exchange, or transfer (for cash, shares of stock, securities,
or their consideration) of all or substantially all the property or assets of
the Corporation or the consolidation or merger of the Corporation with one or
more other corporations shall be deemed to be a liquidation, dissolution, or
winding up, voluntary or involuntary, unless such voluntary sale, conveyance,
lease, exchange, or transfer shall be in connection with a dissolution or
winding up of the business of the Corporation.
(v) Redemption. The shares of Series E Preferred Stock are not redeemable
by the Corporation.
(vi) Conversion.
(a) Subject to and upon compliance with the provisions of this Section
(vi), the holder of a share of Series E Preferred Stock shall have the right, at
such holder's option, at any time, commencing two years from issuance,
terminating five years from issuance, to convert such share into twenty fully
paid and non-assessable shares of Common Stock of the Corporation.
(b) The holders of shares of the Series E Preferred Stock at the close of
business on a Series E Dividend Payment Date shall be entitled to receive the
dividend payable on such shares on the corresponding Series E Dividend Date
notwithstanding the conversion thereof or the Corporation's default in payment
of the dividend due on such Series E Dividend Payment Date (except that holders
of shares called for redemption on a redemption date between such record date
and the Series E Dividend Payment Date shall not be entitled to receive such
dividend on such dividend payment date). However, shares of Series E Preferred
Stock surrendered for conversion during the period between the close of business
on any Series E Dividend Payment Date and the opening of business on the
corresponding Series E Dividend Payment Date (except shares called for
redemption on a redemption date during such period) must be accompanied by
payment of an amount equal to the dividend payable on such shares on such Series
E Dividend Payment Date. A holder of shares of Series E Preferred Stock on a
Series E Dividend Payment Date who (or whose transferee) surrenders any of such
shares for conversion into shares of Common Stock on a Series E Dividend Payment
Date will receive the dividend payable by the Corporation on such shares of
Series E Preferred Stock on such date, and the converting holder need not
include payment in the amount of such dividend upon surrender of shares of
Series E 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.
(c) (i) In order to exercise the conversion privilege, the holders of each
share of Series E Preferred Stock to be converted shall surrender the
certificate representing such share at the office of the transfer agent for the
Series E Preferred Stock, appointed for such purpose by the Corporation, with
the Notice of Election to Convert on the back of said certificate completed and
signed. Unless the shares of Common Stock issuable on conversion are to be
issued in the same name in which such share of Series E 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 of such holder's duly authorized attorney and an amount sufficient
to pay any transfer or similar tax.
(ii) As promptly as practicable after the surrender of the certificate for
shares of Series E Preferred Stock as aforesaid, the Corporation shall issue and
shall deliver at such office to such holder, or on his written order, a
certificate(s) for the number of full shares of Common Stock issuable upon the
conversion of such shares in accordance with the provisions of this Section
(iv).
(iii) 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 E Preferred Stock shall have been surrendered and such notice received
by the Corporation as aforesaid, and the person(s) in whose name(s) any
certificate(s) for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the holder(s) of record of the shares represented
thereby 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(s) shall be
deemed to have become such holder(s) of record at the close of business on the
next succeeding day on which such stock transfer books are open, and such notice
is received by the Corporation. All shares of Common Stock delivered upon
conversion of the Series E Preferred Stock will, upon delivery, be duly and
validly issued and fully paid and non-assessable, free of all liens and charges
and not subject to any preemptive rights.
(d) 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 or its issued shares of Common stock held in
its treasury, or both, for the purposes of effecting conversions of the Series E
Preferred Stock, the full number of shares of Common Stock deliverable upon the
conversion of all outstanding shares of Series E Preferred Stock not theretofore
converted. For purposes of this subsection (d), the number of shares of Common
Stock which shall be deliverable upon the conversion of all outstanding shares
of Series E Preferred Stock shall be computed as if at the time of computation
of all such outstanding shares were held by a single holder.
(vii) Voting Rights. The holders of the Series E Preferred Stock shall have
no voting rights.
Now there is a lot of info listed here, half of which is undecipherable, but what did I read about a dividend? Are plcop owners entitled to a one dollar dividend? Also, in the conversion, it makes note of a 20:1 conversion, but after digging, it appears that this only applies to series E that was issued privately before series E started trading publicly, and for these shares the conversion is 6:1 starting two years from dec 29,1997. |
