To: Rande Is who wrote (2635 ) 8/30/1999 10:11:00 AM From: Steven Finkel Read Replies (2) | Respond to of 4766
Rande: This is from the annual plco report. Are plcop holders entitled to a 1 dollar dividend?? (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.