To: Joe Copia who wrote (24376 ) 8/6/2002 6:16:29 AM From: Joseph B. Schmidt Read Replies (2) | Respond to of 25711 ACOCP - description of preferredsec.gov PREFERRED STOCK 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 18 <PAGE> 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. The preceeding was excerpted from the 5-28-99 10SB12G