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Strategies & Market Trends : Joe Copia's daytrades/investments and thoughts -- Ignore unavailable to you. Want to Upgrade?

To: JSB who wrote (21629)	2/21/2000 8:22:00 AM
From: Joe Copia	Respond to of 25711

Still waiting on the ACOCP specifics.

To: JSB who wrote (21629)	2/21/2000 9:46:00 AM
From: Joe Copia	Read Replies (1) \| Respond to of 25711

PREFERRED STOCK -ACOCP The articles of incorporation vest the Board of Directors with the authority to divide the preferred stock into series and to fix and determine the relative rights and preferences of the shares of any preferred series established to the fullest extent permitted by the laws of the State of New Jersey and the amended articles of incorporation with respect to among other things: (a) the number of shares to constitute a series and the distinctive designation thereof; (b) the rate and preference of dividends, if any, and, if so, the time of the payment of dividends; (c) whether dividends are cumulative and, if so, the date from which dividends begin accruing; (d) whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption; (e) the liquidation preferences payable in the event of involuntary or voluntary liquidation; (f) sinking fund or other provisions, if any, for the redemption or purchase of shares; (g) the terms and conditions upon which shares may be converted, if convertible, and (h) voting rights, if any. Effective September 1, 1998, the Company issued a series of preferred stock. The series was designated as Series A: 9% Cumulative, Preferred Stock, with a par value of $0.20 per share (the "Class A Preferred Stock"). There are 1,500,000 shares in the series, each valued at the capital amount of $0.20, an aggregate of $300,000 in total capital. Dividends accrue annually at the rate of 9% per annum, but are payable in the discretion of the Company only when funds are available therefor. The Class A Preferred Stock may be redeemed at the election of the Company at any time and from time to time in whole or in part by paying $0.20 per share plus all accrued but unpaid dividends, but only after 30-days prior written notice. The Class A Preferred Stock also carries preferential liquidation rights, but does not have voting rights or a sinking fund for redemption. STOCKHOLDERS' EQUITY Preferred Stock In July 1998, the shareholders authorized 5,000,000 shares of 9% cumulative preferred stock of $.20 par value with a liquidation at par plus accrued dividends, if any. Holders of the preferred stock have no voting rights nor is it convertible to common stock. On August 31, 1998, the Company sold 750,000 preferred shares at par value in a private placement offering and received net proceeds of $118,149. Accrued dividends as of December 31, 1998 were $4,500.