Apple 1997 Annual Report Download - page 91

"A. One hundred and fifty thousand (150,000) of the authorized shares of Preferred Stock of the Corporation, none of which have been issued
or are outstanding, are hereby designated "Series A Non-Voting Convertible Preferred Stock" (the "Series A Preferred Stock").
B. The rights, preferences, privileges, restrictions and other matters relating to the Series A Preferred Stock are as follows:
1. DIVIDEND RIGHTS. The holders of outstanding shares of Series A Preferred Stock shall be entitled to receive, when and as declared by the
Board of Directors, out of any assets at the time legally available therefor, a dividend at the rate of 3% of the Original Issue Price per share per
annum, payable in preference and priority to any payment of any dividend on Common Stock of the Corporation. If, in any twelve month
period, the Board of Directors declares dividends on the Common Stock that would exceed the dividends declared on the Series A Preferred
Stock in such period determined on a Common Share Equivalent Basis (as defined below), the Board shall declare and pay an equivalent
additional dividend on the Series A Preferred Stock so that the total dividends on the Common Stock and the Series A Preferred Stock are on a
parity determined on a Common Share Equivalent Basis. Common Share Equivalent Basis shall be determined by comparing the dividend that
would have been or will be declared or paid on the number of shares of Common Stock into which the shares of Series A Preferred Stock
would have been or will be convertible as of the record date(s) to the dividends which were paid or will be paid on the Common Stock during
such twelve month period. The right to receive dividends on shares of Series A Preferred Stock shall not be cumulative, and no right to such
dividends shall accrue to holders of Series A Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any
year. The Original Issue Price of the Series A Preferred Stock (as adjusted for any combination, consolidation, share distributions or share
dividends with respect to such shares) shall be equal to $1,000 per share.
2. VOTING RIGHTS. Except as otherwise provided by law, the holders of Series A Preferred Stock shall have no voting rights and their
consent shall not be required for taking any corporate action.
3. LIQUIDATION, DISSOLUTION OR WINDING UP. Subject to any preferential liquidation rights of any series of Preferred Stock as may
then be outstanding, in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the entire
assets and funds of the Corporation legally available for distribution shall be distributed ratably among the holders of the Common Stock and
the Series A Preferred Stock in proportion to, in the case of holders of Common Stock, the number of shares of Common Stock held and, in the
case of holders of Series A Preferred Stock, the number of shares of Common Stock into which the shares of Series A Preferred Stock are then
convertible.
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