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[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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A
statement in Article III that the registrant’s principal place of business
shall be Columbia, South Carolina was deleted and replaced with a
statement of the current street address of the registrant’s registered
office and the name of the registrant’s current registered agent at that
address.
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Article
V was amended to provide that:
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The
registrant’s authorized shares consist of 20,000,000 preferred shares and
50,000,000 common shares.
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The
registrant’s common shares have the following preferences, limitations and
relative rights:
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The
common shares do not have a par
value.
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Holders
of common shares shall be entitled to receive distributions when, as and
if declared by the registrant’s board of directors out of funds legally
available therefor, whether in the form of cash, property or securities of
the registrant’s, ratably on a per-share basis. The rights of the holders
of common shares to receive distributions are subject to the rights of any
preferred shares then outstanding.
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Except
as otherwise provided in the registrant’s articles of incorporation with
respect to preferred shares or as otherwise required by applicable law,
the holders of common shares vote as a single class on all matters to be
voted on by the shareholders of the registrant, with each common share
entitling its holder to one vote on each such matter except as provided by
applicable law.
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Subject
to the rights of any preferred shares then outstanding, in the event of
any liquidation, dissolution or winding up of the registrant, whether
voluntary or involuntary, the remaining assets and funds of the registrant
available for distribution, if any, will be distributed among the holders
of common shares in proportion to the number of common shares held by each
of them.
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The
registrant’s board of directors or its designee or designees may
determine, in whole or part, the preferences, limitations and relative
rights of one or more series of the registrant’s preferred shares before
the issuance of any shares of that series. Each such series must be given
a distinguishing designation. Before issuing any shares of a
series of preferred shares, the registrant must deliver to the South
Carolina Secretary of State for filing articles of amendment or restated
articles of incorporation providing for such series in accordance with
applicable law.
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1,000
shares of the registrant’s preferred shares are designated as Series A
Nonvoting Preferred Shares, with the following preferences, limitations
and relative rights:
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With
respect to distributions and rights on liquidation, dissolution and
winding-up, the Series A Nonvoting Preferred Shares rank: (A) on a parity
with the registrant’s common shares and each other class and series of
shares of the registrant, the terms of which expressly provide that such
class or series shall rank on a parity with the Series A Nonvoting
Preferred Shares as to distributions or rights on liquidation, dissolution
and winding-up (collectively referred to as “Parity Securities”); and (B)
junior to each class or series
of shares of the registrant, the terms of which expressly provide that
such class or series shall rank senior to the Series A Nonvoting Preferred
Shares as to dividend rights and rights on liquidation, dissolution and
winding-up of the registrant.
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The
Series A Nonvoting Preferred Shares do not have a par
value.
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Holders
of Series A Nonvoting Preferred Shares are entitled to receive
distributions when, as and if declared by the registrant’s board of
directors out of funds legally available therefor, whether in the form of
cash, property or securities of the registrant, ratably on a per-share
basis. The rights of the holders of Series A Nonvoting Preferred Shares to
receive distributions are subject to the rights of each other series of
preferred shares then outstanding.
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Except
as otherwise required by applicable law, Series A Nonvoting Preferred
Shares do not entitle their holders to any voting rights with respect to
the registrant.
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Subject
to the rights of any other series of preferred shares then outstanding, in
the event of any liquidation, dissolution or winding up of the registrant,
whether voluntary or involuntary, the remaining assets and funds of the
registrant available for distribution, if any, shall be distributed among
the holders of Series A Nonvoting Preferred Shares and Parity Securities
in proportion to the number of Series A Nonvoting Preferred Shares and
Parity Securities held by each of
them.
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The
registrant elects not to have preemptive rights except as otherwise
expressly provided in the registrant’s articles of
incorporation.
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Shareholders
of the registrant do not have the right to cumulate their votes in the
election of directors or for any other
purpose.
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Article
VI—which provided that the number of directors of the registrant shall be
such number permitted by law as shall be fixed by the registrant’s bylaws
and that such directors shall manage the business, property and affairs of
the registrant—was deleted in its
entirety.
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Exhibit
A—which was a statement, referred to in Article V, of the authorized
shares of the registrant’s stock—was deleted in its
entirety.
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The
registrant was authorized to issue 50,000,000 shares of common stock,
2,000,000 shares of $25 per share par value preferred stock, issuable in
series, and 300,000 shares of $50 per share par value preferred stock,
issuable in series.
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The
common stock had a par value of $4.50 per
share.
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The
registrant’s board of directors was authorized to establish the
designations, relative rights, preferences and limitations of each series
of the registrant’s authorized preferred stock, subject to the following
limits:
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The
preferred stock was required to be senior to the common
stock.
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All
shares of the same series were required to be
identical.
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The
shares of all series were required to be identical except as to the par
value and as to dividend rates, redemption provisions, liquidation
preferences, sinking fund provisions, conversion provisions, and voting
rights.
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Dividends
on all series were required to be cumulative and were required to be
payable, if declared, on the first day of January, April, July and
October.
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All
shares of preferred stock were required to be
nonparticipating.
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All
accrued but unpaid cumulative dividends on the preferred stock were
required to be paid, or declared and a sum sufficient for their payment
set apart, before any dividends could be declared or paid or set apart for
the registrant’s common stock or any sum could be paid or set apart or
applied to the purchase, redemption or retirement of any stock of the
registrant.
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Except
as otherwise provided by law, the registrant’s preferred stock did not
entitle its holders to any voting rights, except that the holders of all
series of preferred stock, voting as a single class, were entitled, if and
whenever four quarterly dividends on the preferred stock were unpaid in
whole or in part, to elect a majority of the registrant’s board of
directors until all accumulated and unpaid dividends had been paid in
full.
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With
respect to all matters as to which holders of preferred stock were
entitled to vote, holders of preferred stock of the par value of $25 per
share were entitled to one-quarter of one vote per share and holders of
the class of preferred stock of the par value of $50 per share were
entitled to one-half of one vote per share except as described below with
respect to mergers, consolidations, or sales, leases or other transfers of
assets.
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The
consent of the holders of at least two-thirds of the total voting power of
the outstanding preferred stock was required to (a) create or issue any
additional shares of stock, in addition to the shares which the registrant
was then authorized to issue, which would rank equally with or prior to
the preferred stock or authorize any increase of the preferred stock then
authorized, or (b) amend the registrant’s charter so as to change, alter
or repeal any provisions relating to the preferences, voting powers,
restrictions or qualifications of any series of preferred stock (provided
that if such amendment adversely affected the rights and preferences of
one or more but not all of the outstanding series of preferred stock, the
consent of the holders of at least two-thirds of the total voting power of
each series so affected was also
required).
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The
registrant was prohibited from being a party to any merger or
consolidation or selling, leasing or otherwise transferring (except by
mortgage or pledge) all or the greater part of its assets without the
consent of the holders of a majority of the total voting power of the
preferred stock and of the holders of a majority of the common stock then
outstanding, voting by classes, and the consent of the holders of
two-thirds of the total voting power of the then outstanding preferred
stock and holders of the then outstanding common stock voting together as
a single class with the holders of the preferred stock entitled to 20
times their usual vote per share and the holders of the common stock
entitled to one vote per share.
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The
consent of the holders of a majority of the total voting power of the
outstanding preferred stock was required for the issuance or assumption of
unsecured indebtedness in excess of the greater of $8,000,000 or 10% of
the aggregate of the registrant’s secured indebtedness, capital and
surplus, except for the purposes of refunding outstanding unsecured
indebtedness, redeeming or retiring all outstanding preferred stock or
reimbursing the registrant for the redemption or retirement of all
outstanding shares of one or more series of preferred
stock.
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The
registrant was prohibited from issuing additional shares of preferred
stock without the consent of the holders of at least two-thirds of the
total voting power of the shares of preferred stock then outstanding,
unless net earnings available for the payment of interest charges on the
registrant’s indebtedness for the 12 consecutive months immediately
preceding the month of issuance were at least one and one-half times the
aggregate of interest charges on indebtedness and the dividend
requirements on all shares of preferred stock to be
outstanding.
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So
long as any shares of preferred stock were outstanding, the registrant was
prohibited from issuing any additional shares of preferred stock without
the consent of the holders of at least two-thirds of the total voting
power of the preferred stock then outstanding, unless the aggregate of the
capital of the registrant applicable to the common stock and the surplus
of the registrant was not less than the amount payable upon involuntary
dissolution to the holders of preferred stock to be outstanding
immediately following such proposed
issue.
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So
long as any shares of preferred stock were outstanding, the registrant was
prohibited from paying dividends on its common stock if certain income and
capitalization tests were not
satisfied.
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In
the event of any liquidation, dissolution or winding up of the registrant
(not including a consolidation or merger of the registrant with or into
another corporation or the sale or transfer of substantially all of the
assets of the registrant), or any reduction of the registrant’s capital
stock resulting in any distribution of assets to its stockholders, the
holders of each outstanding series of preferred stock would be entitled to
receive, before any amount could be paid to the holders of common stock,
the redemption price established for such series by the registrant’s board
of directors and all accrued but unpaid cumulative dividends on such
shares. If the assets of the registrant were insufficient to
permit the payment of the full preferential amounts to which the holders
of all series of preferred stock would be entitled, all such assets would
be distributed ratably among the holders of all outstanding series of
preferred stock, without preference or priority as between series, in
proportion to the full preferential amounts to which the holders of the
respective series would be
entitled.
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The
preferred stock of any series could be redeemed by the registrant, on not
less than 30 nor more than 60 days’ prior written notice, at the
redemption price established for such series by the registrant’s board of
directors and all accrued but unpaid cumulative dividends on such shares
up to the date of redemption. At any time when dividends had
not been paid in full or declared and set apart for payment on all series
of preferred stock, the registrant would be prohibited from redeeming any
shares of preferred stock unless all shares of preferred stock then
outstanding were redeemed, or purchasing or otherwise acquiring for value
any shares of preferred stock except in accordance with an offer made to
all holders of preferred stock. The registrant was prohibited from
redeeming any shares of preferred stock (unless all shares of preferred
stock then outstanding were redeemed) or purchasing or otherwise acquiring
for value any shares of preferred stock except out of moneys set aside as
purchase funds or sinking funds for one or more series of preferred stock,
at any time when it was in default under the provisions of the purchase
fund or sinking fund for any series of preferred
stock.
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Holders
of the registrant’s stock were not entitled to preemptive
rights.
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3.01
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Restated
articles of incorporation of the registrant dated December 30, 2009 (filed
as Exhibit 1 to the registration statement on Form 8-A filed by the
registrant with the Commission on December 30, 2009 (file number
000-53860) and incorporated by reference
herein) |
3.01
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Restated
articles of incorporation of the registrant dated December 30, 2009 (filed
as Exhibit 1 to the registration statement on Form 8-A filed by the
registrant with the Commission on December 30, 2009 (file number
000-53860) and incorporated by reference
herein) |