8-A12B

- -------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 _______________

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                              COASTCAST CORPORATION
- -------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


             CALIFORNIA                                    95-3454926
- --------------------------------------------------------------------------------
(State of Incorporation or Organization)       (IRS Employer Identification no.)


3025 East Victoria Street, Rancho Dominguez, California              90221
- --------------------------------------------------------------------------------
      (Address of Principal Executive Offices)                    (Zip Code)


If this form relates to the registration of securities pursuant to Section 12(b)
of the Exchange Act and is effective pursuant to General Instruction A.(c),
please check the following box. /X/

If this form relates to the registration of securities pursuant to Section 12(g)
of the Exchange Act and is effective pursuant to General Instruction A.(d),
please check the following box. /_/

Securities Act registration statement file number to which this form relates:
  N/A    (if applicable)
- --------

Securities to be registered pursuant to Section 12(b) of the Act:




TITLE OF EACH CLASS                            NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED                            EACH CLASS IS TO BE REGISTERED
- -------------------                            ------------------------------
                                            
Rights to Purchase Series A                    The New York Stock Exchange
Preferred Stock, no par value
per share



Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
- -------------------------------------------------------------------------------
                                (Title of Class)




                              COASTCAST CORPORATION
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.    DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                          SUMMARY OF RIGHTS TO PURCHASE
                                PREFERRED SHARES

     On October 27, 2000 the Board of Directors of Coastcast Corporation (the
"COMPANY") authorized and declared a dividend of one preferred share purchase
right (a "RIGHT") for each share of common stock, no par value per share (the
"COMMON SHARES"), of the Company. The dividend is payable on November 6, 2000
(the "RECORD DATE") to the holders of record of Common Shares as of the close of
business on such date. As long as the Rights are attached to the Common Shares,
the Company will issue one Right (subject to adjustment) with each new Common
Share so that all such shares will have attached Rights.

     The following is a brief description of the Rights. It is intended to
provide a general description only and is subject to the detailed terms and
conditions of the Rights Agreement (the "RIGHTS AGREEMENT") dated as of
October 27, 2000 by and between the Company and ChaseMellon Shareholder
Services, LLC as Rights Agent (the "RIGHTS AGENT").

     1.   COMMON SHARE CERTIFICATES REPRESENTING RIGHTS

     Until the Distribution Date (as defined in SECTION 2 below), (a) the Rights
shall not be exercisable, (b) the Rights shall be attached to and trade only
together with the Common Shares and (c) the stock certificates representing
Common Shares also shall represent the Rights attached to such Common Shares.
Common Share certificates issued after the Record Date and prior to the
Distribution Date shall contain a notation incorporating the Rights Agreement by
reference.

     2.   DISTRIBUTION DATE

     The "DISTRIBUTION DATE" is the earliest of (a) the tenth business day
following the date of the first public announcement that any person, group
(as such term is used in Rule 13d-5 promulgated under the Securities Exchange
Act of 1934, as amended) or entity (other than the Company or certain related
entities, and with certain additional exceptions) has become the beneficial
owner of 15% or more of the then outstanding shares of capital stock entitled
to vote in the election of Directors of the Company (the "VOTING SHARES")
(such person, group or entity is an "ACQUIRING PERSON" and the date of such
public announcement is the "ACQUISITION DATE"), (b) the tenth business day
(or such later day as shall be designated by the Board of Directors)
following the date of the commencement of, or the announcement of an
intention to make, a tender offer or exchange offer, the consummation of
which would cause any person to become an Acquiring Person or (c) the first
date, on or after the Acquisition Date, upon which (i) the Company is
acquired in a merger or other business combination in which the Company is
not the surviving corporation or in which the outstanding Common Shares are
changed into or exchanged for stock or assets of another person, or upon
which (ii) 50% or more of the Company's consolidated assets or earning power
are sold (other than in transactions in the ordinary course of business). In
calculating the percentage of outstanding Voting Shares that are beneficially
owned by any person, such person shall be deemed to beneficially own any
Voting Shares issuable upon the exercise, exchange or

                                       2



conversion of any options, warrants or other securities beneficially owned by
such person; PROVIDED, HOWEVER, that such Voting Shares issuable upon such
exercise shall not be deemed outstanding for the purpose of calculating the
percentage of Voting Shares that are beneficially owned by any other person.

     Upon the close of business on the Distribution Date, the Rights shall
separate from the Common Shares, Right certificates representing only Rights
shall be issued and the Rights shall become exercisable to purchase Preferred
Shares as described in SECTION 5 below.

     No Person who is the Beneficial Owner of 15% or more of the outstanding
Voting Shares as of October 27, 2000 shall be deemed an Acquiring Person for as
long as such Person continues to be the Beneficial Owner of 15% or more of the
outstanding Voting Shares unless or until such Person shall acquire, without the
prior approval of the Board of Directors, Beneficial Ownership of an amount of
additional Voting Shares equal to 1% of the Voting Shares then outstanding.

     3.   ISSUANCE OF RIGHT CERTIFICATES

     As soon as practicable following the Distribution Date, separate
certificates representing only Rights shall be mailed to the holders of record
of Common Shares as of the close of business on the Distribution Date, and such
separate Right certificates alone shall represent such Rights from and after the
Distribution Date.

     4.   EXPIRATION OF RIGHTS

     The Rights shall expire on October 27, 2010 (the "EXPIRATION DATE"), unless
earlier redeemed or exchanged, unless the Distribution Date has previously
occurred and the Rights have separated from the Common Shares, in which case the
Rights will remain outstanding for ten years from the date they separate.

     5.   EXERCISE OF RIGHTS

     Unless the Rights have expired or been redeemed or exchanged, they may be
exercised, at the option of the holders, pursuant to PARAGRAPHS (a), (b) or (c)
below. No Right may be exercised more than once or pursuant to more than one of
such paragraphs. From and after the first event of the type described in
PARAGRAPHS (b) or (c) below, each Right that is beneficially owned by an
Acquiring Person or that was attached to a Common Share that is subject to an
option beneficially owned by an Acquiring Person shall be void.

     (a) RIGHT TO PURCHASE PREFERRED SHARES. From and after the close of
business on the Distribution Date, each Right (other than a Right that has
become void) shall be exercisable to purchase one one-hundredth of a share of
Series A Preferred Stock, no par value per share, of the Company (the "PREFERRED
SHARES"), at an exercise price of $75.00 (the "EXERCISE PRICE"). Prior to the
Distribution Date, the Company may substitute for all or any portion of the
Preferred Shares that would otherwise be issuable upon exercise of the Rights,
cash, assets or other securities having the same aggregate value as such
Preferred Shares. The Preferred Shares are nonredeemable and, unless otherwise
provided in connection with the creation of a subsequent series of preferred
stock, are subordinate to any other series of the Company's preferred stock
whether issued before or after the issuance of the Preferred Shares. The

                                       3



Preferred Shares may not be issued except upon exercise of Rights. The holder
of a Preferred Share is entitled to receive when, as and if declared,
quarterly dividends payable in cash on the first day of March, June,
September and December in each year, commencing the first day of the first
calendar quarter after the issuance of a Preferred Share or fraction of a
Preferred Share in the amount (rounded to the nearest cent) of $0.25 per
Preferred Share ($1.00 per annum); PROVIDED, HOWEVER, that the amount of such
quarterly dividend will be reduced by the amount of any dividends paid in the
same calendar quarter pursuant to the next sentence. In addition, the holders
of Preferred Shares will receive dividends or distributions for each
Preferred Share, subject to certain adjustments, equal to 100 times the cash
dividends paid with respect to, and 100 times the aggregate per share amount
of any non-cash dividends or distributions paid or made on, the Common
Shares. In the event of liquidation, the holders of Preferred Shares shall be
entitled to receive a liquidation payment in an amount equal to the greater
of (i) $100.00 per Preferred Share ($1.00 per one one-hundredth of a
Preferred Share), PLUS all accrued and unpaid dividends and distributions on
the Preferred Shares, or (ii) an amount equal to 100 times the aggregate
amount to be distributed per Common Share. Each Preferred Share has 100 votes
per share (one vote per one one-hundredth of a Preferred Share), voting
together with the Common Shares. In the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, the holder of a
Preferred Share shall be entitled to receive 100 times the amount of stock,
securities, cash and/or any other property received per Common Share. The
rights of the Preferred Shares as to dividends, voting and liquidation
preferences are protected by antidilution provisions. It is anticipated that
the value of one one-hundredth of a Preferred Share should approximate the
value of one Common Share.

     (b) RIGHT TO PURCHASE COMMON SHARES OF THE COMPANY. From and after the
close of business on the tenth business day following the Acquisition Date, each
Right (other than a Right that has become void) shall be exercisable to
purchase, at the Exercise Price (initially $75.00), Common Shares with a market
value equal to two times the Exercise Price. If the Company does not have
sufficient Common Shares available for all Rights to be exercised, the Company
shall substitute for all or any portion of the Common Shares that would
otherwise be issuable upon the exercise of the Rights, cash, assets or other
securities having the same aggregate value as such Common Shares.

     (c) RIGHT TO PURCHASE COMMON STOCK OF A SUCCESSOR CORPORATION. If, on or
after the Acquisition Date, (i) the Company is acquired in a merger or other
business combination in which the Company is not the surviving corporation,
(ii) the Company is the surviving corporation in a merger or other business
combination in which all or part of the outstanding Common Shares are changed
into or exchanged for stock or assets of another person or (iii) 50% or more of
the Company's consolidated assets or earning power are sold (other than in
transactions in the ordinary course of business), then each Right (other than a
Right that has become void) shall thereafter be exercisable to purchase, at the
Exercise Price (initially $75.00), shares of common stock of the surviving
corporation or purchaser, respectively (the "SURVIVING PERSON"), with an
aggregate market value equal to two times the Exercise Price.

     6.   ADJUSTMENTS TO PREVENT DILUTION

     The Exercise Price, the number of outstanding Rights and the number of
Preferred Shares or Common Shares issuable upon exercise of the Rights are
subject to adjustment from time to time as set forth in the Rights Agreement in
order to prevent dilution. With certain

                                       4



exceptions, no adjustment in the Exercise Price shall be required until
cumulative adjustments require an adjustment of at least 1%.

     7.   CASH PAID INSTEAD OF ISSUING FRACTIONAL SECURITIES

     No fractional securities shall be issued upon exercise of a Right (other
than fractions of Preferred Shares that are integral multiples of one
one-hundredth of a Preferred Share and that may, at the election of the Company,
be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash
shall be made based on the market price of such securities on the last trading
date prior to the date of exercise.

     8.   REDEMPTION

     At any time prior to the earlier of (a) the tenth business day following
the Acquisition Date or (b) the first event of the type giving rise to exercise
rights under SECTION 5(c) above, the Board of Directors may, at its option,
direct the Company to redeem the Rights in whole, but not in part, at a price of
$.001 per Right (the "REDEMPTION PRICE"), and the Company shall so redeem the
Rights. Immediately upon such action by the Board of Directors (the date of such
action being the "REDEMPTION DATE"), the only right of the holders of Rights
thereafter shall be to receive the Redemption Price.

     9.   EXCHANGE

     At any time during the period of 180 days after the Acquisition Date, the
Board of Directors of the Company may, at its option, authorize and direct the
exchange of all, but not less than all, of the then outstanding Rights for
Common Shares, one one-hundredths of Preferred Shares, debt securities of the
Company, other property or any combination of the foregoing, which, as of the
date of the Board of Directors' action, has a current market price equal to the
difference between the Exercise Price and the current market price of the shares
that would otherwise be issuable upon exercise of a Right on such date (the
"EXCHANGE RATIO"), and the Company shall so exchange the Rights. Immediately
upon such action by the Board of Directors, the right to exercise Rights shall
terminate and the only right of the holders of Rights thereafter shall be to
receive the securities so designated by the Board of Directors in accordance
with the Exchange Ratio.

     10.  NO STOCKHOLDER RIGHTS PRIOR TO EXERCISE

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company (other than rights resulting from such
holder's ownership of Common Shares), including, without limitation, the right
to vote or to receive dividends.

     11.  AMENDMENT OF RIGHTS AGREEMENT

     The Board of Directors may, from time to time, without the approval of any
holder of Rights, direct the Company and the Rights Agent to supplement or amend
any provision of the Rights Agreement in any manner, whether or not such
supplement or amendment is adverse to any holder of Rights, and the Company and
the Rights Agent shall so supplement or amend such provision; PROVIDED, HOWEVER,
that from and after the earliest of (a) the tenth business day following the
Acquisition Date, (b) the first event of the type giving

                                       5



rise to exercise rights under SECTION 5(c) above or (c) the Redemption Date, the
Rights Agreement cannot be supplemented or amended in any manner that would
materially and adversely affect any holder of outstanding Rights other than an
Acquiring Person or a Surviving Person.

     A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Current Report on Form 8-K. The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement, which is
incorporated herein by reference.

ITEM 2.  EXHIBITS.

     1. Rights Agreement dated as of October 27, 2000, by and between
Coastcast Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (incorporated by reference to Coastcast Corporation's Current Report on
Form 8-K (commission file no. 1-12676) filed November 1, 2000.

     2. Certificate of Determination of Series A Preferred Stock of Coastcast
Corporation adopted October 27, 2000.


                                       6



                                    SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned hereunto duly authorized.

     dated: November 1, 2000

                                       COASTCAST CORPORATION

                                       By:  /s/ HANS H. BUEHLER
                                          ----------------------------
                                                Hans H. Buehler
                                            Chief Executive Officer




                                       7

EX-2

                                                                       EXHIBIT 2


                          CERTIFICATE OF DETERMINATION
                                       OF
                            SERIES A PREFERRED STOCK
                                       OF
                              COASTCAST CORPORATION

                          -----------------------------

                     Pursuant to Section 401 of the General
                   Corporation Law of the State of California

                          -----------------------------


     FIRST: The Articles of Incorporation of the Corporation, as amended,
authorizes the issuance of up to 2,000,000 shares of Preferred Stock, no par
value per share (the "PREFERRED STOCK"), and further authorizes the Board of
Directors of the Corporation to fix by resolution or resolutions the
designations and the powers, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, and to fix the number of shares constituting any such series, and to
increase or decrease the number of shares of any such series (but not below the
number of shares thereof then outstanding).

     SECOND: On October 27, 2000, the Board of Directors of the Corporation
adopted the following resolution authorizing the creation and issuance of a
series of said Preferred Stock to be known as Series A Preferred Stock:

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation in accordance with the provisions of its
Articles of Incorporation, as amended, a series of Preferred Stock of the
Corporation be, and hereby is, created, and that the designation and amount
thereof and the voting powers, preferences and relative, participating, optional
and other special rights of the shares of such series, and the qualifications,
limitations and restrictions thereof are as set forth in the Corporation's
Articles of Incorporation, as amended, and in this Certificate of Determination
as follows:

     1. DESIGNATION AND AMOUNT. The shares of such series of Preferred Stock
shall be designated as "Series A Preferred Stock" (the "SERIES A PREFERRED
STOCK"), and the number of shares constituting such series shall be 200,000.
Such number of shares may be increased or decreased by resolution of the Board
of Directors; PROVIDED, HOWEVER, that no decrease shall reduce the number of
shares of Series A Preferred Stock to a number less than the number of shares
then outstanding PLUS the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the conversion of
any outstanding securities issued by the Corporation that are convertible into
Series A Preferred Stock.


                                       1


     2. DIVIDENDS AND DISTRIBUTIONS.

     (a) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
A Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of shares of Common Stock of the
Corporation, no par value per share (the "COMMON STOCK"), and of any other
junior stock, shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the first day of March, June, September and
December in each year (each such date being referred to herein as a "QUARTERLY
DIVIDEND PAYMENT DATE"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series A Preferred
Stock, in the amount (rounded to the nearest cent) of $.25 per share ($1.00 per
annum); PROVIDED, HOWEVER, that the amount of such dividend shall be reduced by
the amount of any dividend theretofore paid in the same calendar quarter
pursuant to CLAUSE (b) below.

     (b) The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock per share, subject to the provision for adjustment hereinafter
set forth, equal to 100 times the aggregate per share amount of each cash
dividend, and 100 times the aggregate per share amount (payable in kind) of each
non-cash dividend or other distribution, other than a dividend payable in shares
of Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the first
issuance of any share or fraction of a share of Series A Preferred Stock. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such event the amount to which the holder of each share of Series A Preferred
Stock was entitled immediately prior to such event shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock outstanding
immediately prior to such event. Any dividend paid or distribution made with
respect to the Series A Preferred Stock pursuant to this SECTION 2(b) shall be
paid or made at the same time as the relevant dividend or distribution on the
Common Stock.

     (c) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which event dividends on such shares shall begin to accrue from the
date of issue of such shares, or unless the date of issue is a Quarterly
Dividend Payment Date or is a date after the record date for the determination
of holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall cumulate but
shall not bear interest. Dividends paid on the shares of Series A Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive payment of a dividend or
distribution


                                       2


declared thereon, which record date shall be not more than 60 days prior to the
date fixed for the payment thereof.

     3. VOTING RIGHTS. The holders of shares of Series A Preferred Stock shall
have the following voting rights:

     (a) Subject to the provision for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 100 votes
on all matters submitted to a vote of the stockholders of the Corporation. In
the event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock outstanding
immediately prior to such event.

     (b) Except as otherwise provided herein, in the Corporation's Articles of
Incorporation, as amended (the "CHARTER"), in any other certificate of
designations creating a series of Preferred Stock or any similar stock or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation.

     (c) Except as set forth herein, or as otherwise provided by law, holders of
Series A Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) to take any corporate action.

     4. CERTAIN RESTRICTIONS.

     (a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in SECTION 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not authorized or declared, on shares of Series A Preferred Stock outstanding
shall have been paid in full, the Corporation shall not, directly or indirectly:

     (i) authorize, declare or pay dividends on, or make any other distributions
with respect to, any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

     (ii) authorize, declare or pay dividends on, or make any other
distributions with respect to, any shares of stock ranking on a parity (either
as to dividends or upon liquidation, dissolution or winding up) with the Series
A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock
and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;


                                       3


     (iii) redeem or purchase or otherwise acquire for consideration shares of
any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Preferred Stock; PROVIDED, HOWEVER,
that the Corporation may at any time redeem, purchase or otherwise acquire
shares of any such junior stock in exchange for shares of any stock of the
Corporation ranking junior to (either as to dividends or upon liquidation,
dissolution or winding up) the Series A Preferred Stock; or

     (iv) redeem or purchase or otherwise acquire for consideration any shares
of Series A Preferred Stock, or any shares of stock ranking on a parity with the
Series A Preferred Stock, except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

     (b) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration, directly or indirectly, any
shares of stock of the Corporation unless the Corporation could, under PARAGRAPH
(a) of this SECTION 4, purchase or otherwise acquire such shares at such time
and in such manner.

     5. REACQUIRED SHARES. Any shares of Series A Preferred Stock purchased or
otherwise acquired by the Corporation in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall upon
their cancellation become authorized but unissued shares of Preferred Stock and
may be reissued as part of a new series of Preferred Stock subject to the
conditions and restrictions on issuance set forth herein, in the Charter, in any
other certificate of designations creating a series of Preferred Stock or any
similar stock or as otherwise required by law.

     6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made to:
(i) the holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock
unless, prior thereto, the holders of shares of Series A Preferred Stock shall
have received the greater of (A) $100.00 per share ($1.00 per one one-hundredth
of a share), PLUS an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, or
(B) an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be distributed
per share of Common Stock to holders thereof; or (ii) the holders of shares of
stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock, except
distributions made ratably on the Series A Preferred Stock and all such parity
stock in proportion to the total amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such event the
aggregate amount to which each holder of a share of Series A Preferred Stock was
entitled immediately prior to such event under CLAUSE (i) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the


                                       4


denominator of which is the number of shares of Common Stock outstanding
immediately prior to such event.

     7. CONSOLIDATION, MERGER OR OTHER TRANSACTION. In the event the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property or otherwise
changed, then in any such event each share of Series A Preferred Stock shall
at the same time be similarly exchanged or changed into an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such event
the amount set forth in the preceding sentence with respect to the exchange
or change of shares of Series A Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event, and the
denominator of which is the number of shares of Common Stock outstanding
immediately prior to such event.

     8. NO REDEMPTION. The shares of Series A Preferred Stock shall
not be redeemable.

     9. RANK. The Series A Preferred Stock shall rank, with respect to the
payment of dividends and the distribution of assets, junior to all series or
classes of the Corporation's Preferred Stock, whether issued before or after the
issuance of the Series A Preferred Stock.

     10. AMENDMENT. The Charter shall not be amended in any manner that would
materially alter or change the powers, preferences or special rights of the
Series A Preferred Stock, as set forth herein, so as to affect them adversely
without the affirmative vote of the holders of at least two-thirds of the
outstanding shares of Series A Preferred Stock, voting together as a single
series.


                                       5