-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GEdNVlHc0MIK7pg9C6c6OmK8w2X23r4naXvXq7DYM2JZFHvYPPW2KaYO0VhlGH1l MIMbrrLHYOZUQOXdm8gKYQ== 0000950131-94-001200.txt : 19940726 0000950131-94-001200.hdr.sgml : 19940726 ACCESSION NUMBER: 0000950131-94-001200 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940714 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERVALU INC CENTRAL INDEX KEY: 0000095521 STANDARD INDUSTRIAL CLASSIFICATION: 5140 IRS NUMBER: 410617000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0224 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05418 FILM NUMBER: 94539387 BUSINESS ADDRESS: STREET 1: 11840 VALLEY VIEW RD STREET 2: NULL CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 6128284000 MAIL ADDRESS: STREET 1: 11840 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: SUPER VALU STORES INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 14, 1994 SUPERVALU INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-5418 41-0617000 - - ---------------------------- ------ ------------------ (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 11840 Valley View Road Eden Prairie, Minnesota 55344 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612) 828-4000 -------------- ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. - - ------- ------------ On July 14, 1994, the Registrant agreed to sell $150,000,000 principal amount of its 7.25% Notes due July 15, 1999 (the "Notes"), pursuant to the Underwriting Agreement dated October 30, 1992 executed by the Registrant, as modified and incorporated by reference into the Pricing Agreement dated July 14, 1994 among the Registrant and Goldman, Sachs & Co., CS First Boston Corporation and Piper Jaffray Inc. The Notes are the subject of a Registration Statement on Form S-3 (File No. 33-52422) filed by the Registrant with the Securities and Exchange Commission (the "Registration Statement"). Item 7. Financial Statements and Exhibits. - - ------ --------------------------------- (c) Exhibits. The following exhibits to the Registration Statement are filed herewith: 1.1 Pricing Agreement dated July 14, 1994 among the Registrant and Goldman, Sachs & Co., CS First Boston Corporation and Piper Jaffray Inc. 4.1 Officers' Certificate and Authentication Order (including the form of Notes) dated July 21, 1994, relating to the Notes issued pursuant to the Indenture dated as of July 1, 1987, as supplemented by the First Supplemental Indenture dated as of August 1, 1990 and the Second Supplemental Indenture dated as of October 1, 1992, between the Registrant and Bankers Trust Company, as Trustee. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: July 20, 1994 SUPERVALU INC. By: /s/ DAVID A. CAIRNS --------------------------------- David A. Cairns Vice President and Treasurer -3- EXHIBIT INDEX 1.1 Pricing Agreement dated July 14, 1994 among the Registrant and Goldman, Sachs & Co., CS First Boston Corporation and Piper Jaffray Inc. 4.1 Officers' Certificate and Authentication Order (including the form of Notes) dated July 21, 1994, relating to the Notes issued pursuant to the Indenture dated as of July 1, 1987, as supplemented by the First Supplemental Indenture dated as of August 1, 1990 and the Second Supplemental Indenture dated as of October 1, 1992, between the Registrant and Bankers Trust Company, as Trustee. -4- EX-1.1 2 PRICING AGREEMENT Exhibit 1.1 Pricing Agreement ----------------- Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 CS First Boston Corporation Park Avenue Plaza New York, New York 10055 Piper Jaffray Inc. 222 South Ninth Street Minneapolis, Minnesota 55402 July 14, 1994 Dear Sirs: SUPERVALU INC., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 30, 1992 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety (other than clause (ii) of Section 7(d) and paragraph (iv)(D) of Annex II), and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement; provided, however, that all references to "Wetterau Incorporated" and "Wetterau" in Sections 2(k) and 7(c)(iii) of the Underwriting Agreement shall be deemed to be references to SUPERVALU Holdings, Inc. and "Prospectus" shall be deemed to refer to the Prospectus in the form first filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on or after the date hereof. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the -2- Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, SUPERVALU INC. By _______________________________ Name: Title: Accepted as of the date hereof: GOLDMAN, SACHS & CO. _________________________________ (Goldman, Sachs & Co.) CS FIRST BOSTON CORPORATION By ______________________________ Name: Title: PIPER JAFFRAY INC. By ______________________________ Name: Title: -3- SCHEDULE I
Principal Amount of Notes Underwriter to be Purchased ----------- --------------- Goldman, Sachs & Co................................. $ 60,000,000 CS First Boston Corporation......................... $ 60,000,000 Piper Jaffray Inc................................... $ 30,000,000 Total............................................. $150,000,000 ============
-4- SCHEDULE II TERMS OF DESIGNATED SECURITIES 7.25% NOTES DUE JULY 15, 1999 TITLE OF DESIGNATED SECURITIES: 7.25% Notes due July 15, 1999 (the "Notes") AGGREGATE PRINCIPAL AMOUNT: $150,000,000 PRICE TO PUBLIC: 99.57% of the principal amount of the Notes, plus accrued interest from July 15, 1994 PURCHASE PRICE BY UNDERWRITERS: 98.945% of the principal amount of the Notes, plus accrued interest from July 15, 1994 SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds INDENTURE: Indenture, dated as of July 1, 1987, as supplemented by the First Supplemental Indenture, dated as of August 1, 1990, and the Second Supplemental Indenture, dated as of October 1, 1992, between the Company and Bankers Trust Company, as Trustee MATURITY: July 15, 1999 INTEREST RATE AND INTEREST PERIOD: 7.25% from July 15, 1994, or from the most recent Interest Payment Date to which interest has been paid or provided -5- INTEREST PAYMENT DATES: January 15 and July 15, commencing January 15, 1995 REGULAR RECORD DATES: The close of business on the January 1 or July 1 immediately preceding the next Interest Payment Date DENOMINATIONS AND FORM: $1,000 and integral multiples thereof, issuable only in fully registered form and represented by one or more Global Notes registered in the name of a nominee of The Depository Trust Company, as Depositary REDEMPTION PROVISIONS: No provisions for redemption SINKING FUND PROVISIONS: No sinking fund provisions TIME OF DELIVERY: 9:00 A.M., Minneapolis time, on July 21, 1994 CLOSING LOCATION: The offices of Dorsey & Whitney, 220 South Sixth Street, Minneapolis, Minnesota 55402 NAMES AND ADDRESSES OF UNDERWRITERS Goldman, Sachs & Co.* Credit Department 85 Broad Street New York, NY 10004 Attn: Credit Control Telephone: (212) 902-3711 Facsimile: (212) 357-8680 - - -------------------- * Representatives of the Underwriters. -6- CS First Boston Corporation 55 East 52nd Street Park Avenue Plaza New York, New York 10055 Attn: Joseph D. Fashano Telephone: (212) 909-2107 Facsimile: (212) 318-0532 Piper Jaffray Inc. 222 South Ninth Street Minneapolis, Minnesota 55402 Attn: Paul D. Grangaard Telephone: (612) 342-6326 Facsimile: (612) 342-6979 -7- EX-4.1 3 OFFICERS CERT & AUTHENTICATION ORDER EXHIBIT 4.1 SUPERVALU INC. Officers' Certificate and Authentication Order ---------------------------------------------- For 7.25% Notes due July 15, 1999 --------------------------------- Pursuant to the Indenture dated as of July 1, 1987 between SUPERVALU INC. (the "Company") and Bankers Trust Company, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture dated as of August 1, 1990 and the Second Supplemental Indenture dated as of October 1, 1992 (as so supplemented, the "Indenture") and resolutions adopted by the Board of Directors of the Company effective September 24, 1992, this Officers' Certificate and Authentication Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture and to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture. Capitalized terms used but not defined herein and defined in the Indenture shall have the respective meanings ascribed to them in the Indenture. A. Establishment of Series Pursuant to Section 301 of Indenture. There is hereby established pursuant to Section 301 of the Indenture a series of Securities which shall have the following terms: 1. The series of Securities hereby being authorized shall bear the title "7.25% Notes due July 15, 1999" (referred to herein as the "Debt Securities"). 2. The aggregate principal amount of Debt Securities shall be limited to $150,000,000 (except as noted in Sections 303, 304, 305, 306, 906 or 1107 of the Indenture). 3. The Debt Securities shall be issued only as Registered Securities. The Debt Securities shall not be issued in temporary global form. The Debt Securities shall be issued in the form of one or more Global Securities registered in the name of the Depositary or its nominee (each Debt Security represented by a Global Security being herein referred to as a "Book-Entry Debt Security"). The Depositary with respect to such Global Securities shall be The Depository Trust Company. The circumstances under which a Global Security may be exchanged for Debt Securities registered in the name of, and any transfer of such Global Security may be registered to, a Person other than such Depositary or its nominee shall be as provided in Section 305 of the Indenture. 4. The principal of each Debt Security shall be due and payable on July 15, 1999. 5. Each Debt Security shall bear interest at a rate of 7.25% per annum. Each Debt Security shall bear interest from July 15, 1994 or from the most recent Interest Payment Date to which interest has been paid or duly provided for. Interest on each Debt Security shall be payable semi-annually on January 15 and July 15 of each year, commencing January 15, 1995. The Regular Record Dates with respect to each Debt Security shall be the January 1 and July 1 next preceding the January 15 and July 15 Interest Payment Dates. 6. Payment of principal of and interest on each Book-Entry Debt Security represented by a Global Security shall be made to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Book-Entry Debt Securities represented thereby for all purposes under the Indenture. 7. The Debt Securities shall not be redeemable prior to their Stated Maturity. 8. The Debt Securities shall not be subject to any sinking fund. 9. The Company shall not pay any additional amounts on Debt Securities held by a Person who is a United States Alien in respect of any tax, assessment or governmental charge withheld or deducted. B. Establishment of Form of Debt Security Pursuant to Section 201 of Indenture. It is hereby established pursuant to Section 201 of the Indenture that the Debt Securities shall be substantially in the form attached as Exhibit A hereto. C. Order for the Authentication and Delivery of Debt Securities Pursuant to Section 303 of the Indenture. It is hereby ordered pursuant to Section 303 of the Indenture that the Trustee authenticate, in the manner provided by the Indenture, one Debt Security in the aggregate principal amount of $150,000,000 registered in the name of Cede & Co., which Debt Security has been heretofore duly -2- executed by the proper officers of the Company and delivered to you as provided in the Indenture, and to deliver said authenticated Debt Security to or upon the order of Goldman, Sachs & Co. on July 21, 1994. Dated: July 21, 1994 SUPERVALU INC. By /s/ Jeffrey C. Girard ------------------------------- Jeffrey C. Girard Executive Vice President and Chief Financial Officer By /s/ David A. Cairns ------------------------------ David A. Cairns Vice President and Treasurer -3- Exhibit A REGISTERED NO. REGISTERED PRINCIPAL CUSIP NO. 868536AE3 AMOUNT: U.S. $ SUPERVALU INC. 7.25% Notes due July 15, 1999 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Company or its agent for registration or transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of DTC, as Depositary for this series of Securities (the "Depositary"), or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Security (other than a transfer of this Security as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. SUPERVALU INC., a corporation duly organized and existing under the laws of Delaware (herein called the "Company", which term includes any successor Person under the Indenture referred to below), for value received, hereby promises to pay to ________________________________________________, or registered assigns, the principal sum of ___________________ United States Dollars ($__________) on July 15, 1999, and to pay interest thereon from July 15, 1994, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on January 15 and July 15 in each year, commencing on January 15, 1995, at the rate of 7.25% per annum, until the principal hereof is paid or made available for payment, and (to the extent that the payment of such interest shall be legally enforceable) at the rate of 7.25% per annum on any overdue principal and on any overdue instalment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the January 1 and July 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice of which shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Payment of the principal of and interest on any Security of this series (that is not a Global Security) will be made at the office or agency of the Company maintained for that purpose in The City of New York. Payment of principal of and interest on any Global Security will be made to the Depositary or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Global Security for all purposes under the Indenture. Payment of the principal of and interest on this Security will be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public or private debts. Reference is hereby made to the further provisions of this Security set forth below, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to below, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. -2- IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. SUPERVALU INC. [SEAL] By_________________________________ Title: Attest: __________________________________ Title: Dated: July 21, 1994 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture. BANKERS TRUST COMPANY as Trustee By_________________________________ Authorized Signatory -3- SUPERVALU INC. 7.25% Notes due July 15, 1999 This Security is one of a duly authorized issue of securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of July 1, 1987, as amended and supplemented by the First Supplemental Indenture thereto, dated as of August 1, 1990, and the Second Supplemental Indenture thereto, dated as of October 1, 1992 (the Indenture, as so amended and supplemented, being herein called the "Indenture"), between the Company and Bankers Trust Company, as Trustee (herein called the "Trustee", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated above, limited in aggregate principal amount to U.S. $150,000,000. The Securities of this series are issuable only in registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. The Securities of this series may be issued, in whole or in part, in the form of one or more Global Securities bearing the legend specified in the Indenture regarding certain restrictions on registration of transfer and exchange and issued to the Depositary or its nominee and registered in the name of the Depositary or such nominee. As provided in the Indenture and subject to certain limitations (including, if this Security is a Global Security, certain additional limitations) therein set forth, Securities of this series issued in definitive registered form are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. Payments of interest hereon with respect to any Interest Payment Date will include interest accrued to but excluding such Interest Payment Date. Interest hereon shall be computed on the basis of a 360-day year of twelve 30- day months. Any payment on this Security due on any day which is not a Business Day in The City of New York need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on such due date, and no interest shall accrue for the period from and after such date. -4- If an Event of Default with respect to the Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture contains provisions for defeasance at any time of the Company's obligations in respect of (i) the entire indebtedness of this Security or (ii) certain restrictive covenants with respect to this Security, in each case upon compliance with certain conditions set forth therein. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security or Securities issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As set forth in, and subject to, the provisions of the Indenture, no Holder of any Security of this series will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to this series, the Holders of not less than 25% in principal amount of the Outstanding Securities of this series shall have made written request, and offered reasonable indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of or interest on this Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed. -5- As provided in the Indenture and subject to certain limitations (including, if this Security is a Global Security, the limitations set forth on the first page hereof) therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. ----------------------------- -6- ABBREVIATIONS The following abbreviations, when used in the inscription above, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _______________ Custodian ___________________ (Cust) (Minor) under Uniform Gifts to Minors Act _________________________________ (State) Additional abbreviations may also be used though not in the above list. _________________________________ -7- ASSIGNMENT ---------- FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ____________________________ |____________________________| ________________________________________________________________________________ ________________________________________________________________________________ (Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) ________________________________________________________________________________ the within Security and all rights thereunder, and hereby irrevocably constitutes and appoints _______________________________________________________ ________________________________________________________________________________ to transfer said Security on the books of the Company, with full power of substitution in the premises. Dated: ____________________ Signature Guaranteed ___________________________ ____________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Security in every particular, without alteration or enlargement or any change whatever. -8- -----END PRIVACY-ENHANCED MESSAGE-----