Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On April 27, 2016, the Company filed the Statement with the Department of State of the Commonwealth of Pennsylvania, which became effective on April 28, 2016, amending the Company's Amended and Restated Articles of Incorporation by establishing the Company's Series E Preferred Stock, consisting of 2,300,000 authorized shares, $1.00 par value and $25.00 liquidation value per share.
Holders of the Series E Preferred Stock are entitled to receive when, as and if declared by the Company's Board of Directors or a duly authorized committee of the Board, non-cumulative cash dividends based on the liquidation preference at a per annum rate equal to (i) 6.45% from the original issue date of the shares of Series E Preferred Stock to, but excluding, June 15, 2021 and (ii) a floating rate per annum equal to three-month LIBOR on the related dividend determination date plus a spread of 5.14% per annum from and after June 15, 2021. If declared by the Board of Directors or a duly authorized committee of the Board, dividends will be payable on the Series E Preferred Stock on the 15th day of March, June, September and December of each year, commencing on June 15, 2016.
The Series E Preferred Stock has a liquidation preference of $25.00 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Liquidating distributions will be made on the Series E Preferred Stock only to the extent the Company's assets are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any security ranking senior to the Series E Preferred Stock, and pro rata with any other shares of the Company's capital stock ranking on a parity with the Series E Preferred Stock as to such distributions, including the Company's Series C Preferred Stock and Series D Preferred Stock. After payment of the full amount of the liquidating distribution, holders of the Series E Preferred Stock are not entitled to any further participation in any distribution of the Company's assets.
The Series E Preferred Stock has no stated maturity date, is not subject to any mandatory redemption, sinking fund or other similar provisions and will remain outstanding unless redeemed at the Company's option. The Company may redeem the Series E Preferred Stock at its option, at a redemption price equal to $25.00 per share, plus any declared and unpaid dividends (without regard to any undeclared dividends), (i) in whole or in part, from time to time, on any dividend payment date on or after June 15, 2021 or (ii) in whole but not in part, within 90 days following the occurrence of a "regulatory capital treatment event" (as described in the Statement). Any redemption of the Series E Preferred Stock is subject to prior approval of the Board of Governors of the Federal Reserve System. The Series E Preferred Stock has no preemptive or conversion rights.
The Series E Preferred Stock has no voting rights except with respect to (i) authorizing, increasing the authorized amount of, or issuing any capital stock ranking senior to the Series E Preferred Stock, (ii) authorizing adverse changes in the terms of the Series E Preferred Stock, (iii) in the case of certain dividend nonpayments, electing directors, (iv) certain other fundamental corporate events, and (v) as otherwise required under applicable law.
The terms of the Series E Preferred Stock are more fully described in the Statement, which is included as Exhibit 3.1 to this Current Report on Form 8–K and is incorporated by reference herein.