Fill and Sign the Prudential Financial Inc Common Stock Pru Stock Quotes Form

PRIVATE PLACEMENT OF COMMON STOCK On December 27, 1990, the Company issued and sold2,224,350 shares of Common Stock in a private placement (the "Private Placement") to a group of individual investors (the "Individual Investors"). The shares were sold for a purchase price of $1.00 per share, resulting in aggregate proceeds of $2,224,350. All of the Individual Investors paid cash fortheir shares except for Theodore R. Rieple, President of the Company, who paid for 50,000 shares with cash and 50,000 shares with a promissory note in favor of the Company. Andrew M. Bursky, Catherine B. James, Joshua A. Polan and Jeffrey V. Simon, all of whom are directors of the Company and some of whom are officers of the Company, purchased, respectively, 87,217, 52,331, 52,331 and 52,331 shares of Common Stock in the Private Placement. In addition, William R. Berkley, the largest shareholder of the Company, purchased 1,360,592 shares of Common Stock in the Private Placement. $1,744,350 of the proceeds from the Private Placement was used to retire the Interlaken Note. The Company obtained an opinion of Wertheim Schroder & Company as to the fairness, from a financial point of view, of the consideration received by the Company from the sale of shares of Common Stock in the Private Placement. Strategic Distribution, Ina 4/21/91 §24.775 Recent purchase of Common Stock by the corporation Recent Purchase of Common Stock by the Corporation. On September 4, 1984, the Corporation entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with MAXXAM Properties, Inc., formerly known as Twin Fair Holdings, Inc. ("MPI"), pursuant to which the Corporation purchased 62,700 shares of Common Stock from MPI for $70.98 per share, or an aggregate of $4,450,446, and payment of $12,500 in fees and expenses. The Stock Purchase Agreement and a related letter agreement also provide, among other things, that MPI and its a ffiliates will not acquire or own any Common Stock before April 27, 1985 or more than 25,000 shares of Common Stock for ten years, and that t hey will not engage in a proxy contest for ten years. In addition, if prior to September 4, 1986, the Corporation or an affiliate makes a self-tender or effects a merger, consolidation or similar busi ness combination in which stockholders receive more than $70.98 per share, the Corporation will pay MPI, on a per share basis, cash and/or property equal to any such excess. According to information contained in a Statement on Schedule 13D (the "Schedule 13D") filed on May 8, 1984, with the Securities and Exchange Commission with respect to the Corporation by MPI, MAXXAM Group Inc., formerly known as Simplicity Pattern Co., Inc. ("MGI"), owned 100% of the outstanding stock of MPI; MCO Holdings, Inc. ("MCO") owned approximately 37.7% of the common stock of MGI; Federated Development Company ("Federated") and related persons owned approximately 63% of the total voting powe r of MCO; and Charles E. Hurwitz, Chairman of the Board and Chief Executive Officer of Fe derated, MCO and MGI, and director of MPI, owned beneficially approximately 52.5% of the shares of beneficial interest in Federated. The Schedule 13D stated that September 1994 24-437 §24.7 76 PROXY STATEMENIS: SMATEGY & FORMCharles E. Hurwitz and/or Dr. George Kozmetsky (who owned beneficially approximately 5.4% of the shares of beneficial interest in Federated) may have been deemed to possess, indirectly, sole and/or shared voting power to vote the shares of Common Stock which were owned by MPI and were sold to the Corporation pursuant to the Stock Purchase Agreement. Repurchase of Common Stock On January 19, 1988, the Company repurchased 1,062,950 shares of its Common Stock, amounting to approximately 27% of all then-outstanding shares, from eight shareholders, including Edward Kane, the Company's founder and former chairman and chief executive officer, Kane Steel Co., Clifford G. Kane, Martin C. Kane, Patricia Kane, Shawn Kane, Lise Kane and Martin Kane, Custodian for Jessica Kane (collectively, the "Selling Shareholders"). The address of the Selling Shareholders is c/o Kane Steel Co., South 12t h Street, P.R.S.L., Millville, New Jersey 08332. The purchase price for the shares was $9.875 per share, or $10,496,631 in the aggregate, payable in a combination of cash ($1,574,495) and notes ($8,922,136 principal amount) of the Company. The notes, which bore interest at a rate per annum equal to two percentage points above the prime rate, have been paid in full. In addition, the Company issued to the Selling Sharehol ders six-year warrants to purchase up to a maximum of 300,000 shares of Common Stock at an exercise price of $14.50 per sha re, subject to certain anti-dilution adjustments. Selling Shareholders exercising any of these warrant s are required to deliver to the Company an irrevocable proxy providing that the shares of Common Stock acquired upon such exercise shall be voted on any matter in the same proportion as the vote on such m atter cast by all other shareholders of the Company. None of these warrants has been exercised, but because all of the se warrants are presently exercisable the Selling Shareholders may be deemed to be the benefi cial owners of 9.4% of the outstanding Common Stock of the Company. K-Tron International, Inc. V9/90 §24.776 Sale of Debt Securietes DEBT SECURITIES On June 24, 1987, the Corporation sold $25,000,000.00 aggregate principal amount of 73/4% Convertible Subordinated Debentures to the public in an offering underwritten by McDonald & Company Securitie s, Inc., of Cleveland, Ohio. Interest on the debentures is payable on January 15 and July 15 of each year, and commenced January 15, 1988. The debentures are redeemable, in whole or in part, at the option of the Corporati on at any time on or after July 15, 1990. They are entitled to mandatory redemption beginning July 15, 1998, in the am ount of $1,250,000.00 annually, calculated to retire 70% of the debentures prior to maturity. They are subordinated in right of payment to any future senior indebtedness of the Corporation. Debenture holders are not ent itled to vote at the Annual Meeting. As of December 31, 1989, there was $24,995,000.00 aggregate principal of the debentures issued and out- standing. This includes $1,200,000.00 of debentures purchased and currently held in the Treasury of Ohio Bancorp. Ohio Bancorp 3/5/90 24-438C 19M Jefivu Publishing Cbsapmy, Inc. DLSX~,~ AND NOMES §24.777 §24.777 Notice that the Board of Directors has declared a dividend DIVIDEND NOTICE The Board of Directors has declared an annual cash dividend of $.94, payable at the rate of $.235 quarterly. The first such quarterly payment shall be payable on April 23, 1987 to all stockholders of record at the close of business on April 2, 1987. This represents an increase of 6.8% in the amount of the cash dividend. Preferred Risk Life Insurance Company 2/27/87 Class A Warrants The Company's Board of Directors, on August 19, 1991, authorized the issuance of common share purchase warrants (the "Class A Warrants") which will be issued as a dividend, along wit h a Class B Warrant as described below, to all shareholders of record as of November 5, 1991, in an amount equal to the number of shares held by each shareholder on that date. The Class A Warrants were authorized t o be issued pursuant to the Board's Classes A and B Warrant Resolution dated as of August 19, 1991 (the "Classes A and B Warrant Resolution"). Continental Stock Transfer & Trust Company, 72 Reade Street, New York, New York 10007 wi ll serve as Warrant Agent pursuant to the Classes A and B Warrant Resolution. The foll owing discussion of certain terms and provisions of the Class A Warrants is qualified in its enti rety by reference to the detailed provisions of the Class A Warrants and the Classes A and B Warrant Resolution. Price and Expiration 'The Class A Warrants are in registered form, but will not be exercisable until after issuance and until approved by the Securities and Exchange Commission and appropriate state securities commissions. Each such Class A Warrant entitles the registered owner thereof to purchase one Common Share. The exercise price is $4.125 per Common Share until the expiration of the Class A Warrants on October 31, 1992. Upon exerci se of an Class A Warrant the warrant holder will receive, in addition to the Common Share, an additional Class B Warrant. The period during which the Class A Warrants may be exercised may be extende d upon public announcement by the Company. Call Provision The Company has reserved the right to repurchase the Class A Warrants at a price of $. 10 per Class A Warrant, within thirty (30) days following written notice to Class A Warrant holders. Hol ders of Class A Warrants may, however, exercise Class A Warrants prior to the expiration of the thirty (30) day notice period. Dilution As long as any Class A Warrants remain outstanding, shares to be issued upon the exercise of Class A Warrants will be protected against dilution in the event of one or more stock spli ts, readjustments or reclassifications. In the event that the Company is consolidated or merged with or int o another corporation and is not the surviving corporation, holders of Class A Warrants will be required to exercise their Class A Warrants within twenty (20) days following mailing of written notice to Class A Warrant holders of record determined as of a date ten (10) days prior to such notice. Said notice shall advise Class A Warrant holders that such merger or consolidation has been approved by the directors and shareholders of the Company and that the Class A Warrants will expire in a period of twenty (20) days from the date of such notice; thereafter such Class A Warrants shall be null and void. Reservation of Shares The Company has reserved a sufficient number of Common Shares for issuance upon exercise of the Class A Warrants and such shares, when issued, will be fully paid and nonassessable. Voting Rights The holders of the Class A Warrants, as such, are not entitled to vote, to receive divi dends or to exercise any of the rights of holders of Common Shares for any purpose until such Class A Warrants shall have been duly exercised and payment of the purchase price shall have been made. Class B Warrants The Company's Board of Directors, on August 19, 1991, authorized the issuance of common share purchase warrants (the "Class B Warrants") which will be issued as a dividend, along with an Class A Warrant as described above, to all shareholders of record as of November 5, 1991, in an amount equal t o the number of shares held by each shareholder on that date. Additionally, warrant holders who exercise C lass A Warrants will receive, along with the common stock, another Class B Warrant for each Class A Warra nt exercised. Ile Class B Warrants were authorized to be issued pursuant to the Board's Classes A and B Warrant Resolution dated as of August 19, 1991 (the "Classes A and B Warrant Resolution"). Continental Stock Transfer & Trust C ompany, 72 Reade Street, New York, New York 10007 will serve as Warrant.Agent pursuant to the Classes A and B Warrant Resolution. The following discussion of certain terms and provisions of the Class B Warra nts is qualified in its entirety by reference to the detailed provisions of the Class B Warrants and the Classes A and B Warrant Resolution. Price and Expiration The Class B Warrants are in registered form, but will not be exercisable until after issuance and until approved by the Securities and Exchange Commission and appropriate state securities commissions. Each such Class B Warrant entitles the registered owner thereof to purchase one Common Share. T he exercise price is $7.75 per Common Share until the expiration of the Class B Warrants on October 31, 1993. The period during which the Class B Warrants may be exercised may be extended upon public announcement by the Company. Call Provision The Company has reserved the right to repurchase the Class B Warrants at a price of $.10 per Class B Warrant, within thirty (30) days following written notice to Class B Warrant holders. Holde rs of Class B Warrants may, however, exercise Class B Warrants prior to the expiration of the thirty (30) day notice period. Dilution As long as any Class B Warrants remain outstanding, shares to be issued upon the exercise of Class B Warrants will be protected against dilution in the event of one or more stock spli ts, readjustments or reclassifications. In the event that the Company is consolidated or merged with or int o another corporation and is not the surviving corporation, holders of Class B Warrants will be required to exercise their Class B Warrants within twenty (20) days following mailing of written notice to Class B Warrant holders of record determined as of a date ten (10) days prior to such notice. Said notice shall advise Class B Warrant holders that such merge r or consolidation has been approved by the directors and shareholders of the Company and that the Class B Warrants will expire in a period of twenty (20) days from the date of such notice; thereafter such Class B Warrants shall be null and void. Reservation of Shares The Company has reserved a sufficient number of Common Shares for issuance upon exercise of the Class B Warrants and such shares, when issued, will be fully paid and nonassessable. Voting Rights The holders of the Class B Warrants, as such, are not entitled to vote, to recei ve dividends or to exercise any of the rights of holders of Common Shares for any purpose until such Class B Warrants shall have been duly exercised and payment of the purchase price shall have been made. Action Products International, Inc. 9/12/91 SHORELINE SAVINGS BANK HAS CONSENTED TO THE ISSUANCE OF A CEASE AND DESIST ORDER BY THE FEDERAL HOME LOAN BANK BOARD By resolution dated August 7,1985, the Federal Home Loan Bank Board ("FHLBB") issued to Shoreline on behalf of the Federal Savings and Loan Insurance Corporation (the "FSLIC") an order to cease and desist (the "Order"). Without admitting or denying that sufficient grounds exist for administrative action against the Bank, Shoreline consented to the issuance of, and agreed to ,comply with the provisions of, the Order. The matters covered by the Order had been agreed to by Shoreline's Board in June 1985-following meetings between members of the Board of Directors of the Bank with representatives of the FHLBB held in the months of March through June. These meetings followed the discovery by the Board of Directors of Shoreline and the FHLBB of certain weaknesses in Shoreline's lending policies, particularly with respect to the collection of dat a concerning total loans outstanding to a borrower and related parties when approving additional loans and the procedures employed in documenting loans, ascertaining the status of the underlying collateral and monitoring the status of major loans. The Order addresses the following matters: 1. Future compliance by Shoreline with applicable limits on loans to any one borrower, the re duction of any of Shoreline's outstanding loans which exceed applicable limits on loans to one borrower and the implementation of a system to monitor and record the amount of outstanding loans to any one borrower; 2. Restrictions on the origination or extension of any loans to Melvin G. Heide or any of his associates or affiliates without the prior written consent of the FHLBB-, 3. Compliance with applicable laws and FHLBB pronouncements concerning avoidance of confli cts of interest and the development of internal guidelines for the avoidance of conflicts of interest-, 4. Preparation of underwriting and administration policies and procedures for all commercia l loans and all investments in real estate by Shoreline and future adherence thereto, 5. Preparation of appropriate loan documentation before disbursing funds for any future commercial loans or investments in real estate; 6. Designation of qualified employees or other qualified persons to review appraisal reports which have been prepared according to applicable requirements which contain sufficient data to substantiate the market value of the property being appraised-, 7. Implementation of procedures for the approval of any loan or investment in real estate which involves sums in excess of $500,000; 8. Minimum requirements for any commercial loan originated or purchased by Shoreline which will have periodic disbursements from a loan in process account over the term of project; 9. Compliance with the FHLBB disbursement documentation requirements with respect to all loans secured by real estate; and 10. Preparation and maintenance of a separate register for outstanding commercial loans purchased or sold by Shoreline. Shoreline Savings Bank 12113/85