7. Shareholders’ Investment _
Capital Stock

Authorized - 10, 000, 000 preferred shares with a par value of $5.50 each, issuable in series
35,000,000 common shares without norninal or par value

Issued

_ 2,092,109, 7% cumulative convertible redeemable

retractable preferred shares, series A (1980-2,093,290)

7,272,728, 8% cumulative convertible preferred

_ Shares, series C (1980-7,272,728)

17,077,833 common shares (1980-17,008,823)
_ 7,762,632 class A common shares (1980-7,762,632)

Total capital stock

_ Retained earnings

Pe Cost of common shares purchased pursuant to the

1974 tender offer to shareholders, net

Preferred Shares
(a) At the option of the holder, each
preferred share, series A is convertible until
October 18, 1984, into 0.55 of a common
share. At the option of the Company, the
preferred shares, series A are redeemable if
the market price of the Company’s
common shares is more than 150% of the
conversion price ($10.00) of the preferred
shares. The Company shall invite tenders on
or about October 18, 1984 for retraction of
the preferred shares, series A at $5.50 each
plus accrued and unpaid dividends. Each
year, under a mandatory provision, the
Company is required to offer to redeem an
~ amount equal to 5% of the originally issued
shares for $5.50 each plus accrued and
unpaid dividends if the defined market
value of these shares, is less than par value.
The Company is required to offer to redeem
approximately 110,000 shares in 1982.
During the year 1,181 shares were
converted into common shares.

(b) At the option of the holder, each
preferred share, series C can be converted
into 0.55 of a common share. On November
6, 1985, the conversion of the remaining
preferred shares, series C to common

_ shares will take place. Should the weighted
average market price of the common
shares for any ninety consecutive days

1981 1980

Gi
S:1i513

40,000
57,758
54,882

$ 11,506

40,000
58,176
54,882

164,564 164,153

43,172 46,576

207,736 210,729

(54,882) (54,882)

$152,854 $155,847
after November 6, 1983 be more than
130% of the conversion price ($10.00) the
preferred shares, series C will be converted
at the end of the ninety days.
(c) Each issued and outstanding preferred
share, series A and series C is entitled to a
fraction of a vote.equal to the conversion
basis of such shares into common shares.
Common Shares

In 1978, 9,973,067 common shares
purchased for $7.07 each, pursuant to the
1974 tender offer to shareholders, were
deemed by legislation to be a special class
of common shares designated as class A.
When these shares are reissued, they
revert to their former status as common
shares. To date 2,210,435 such shares have
been reissued.

8. Stock Options

Under the Company’s cone option plan,
700,000 common shares have been set
aside for issuance. At December 31, 1981,
options were outstanding on 424,500
shares (including 197,000 to officers) at
prices ranging from $6.25 to $9.67 per
share exercisable at various dates to 1986.
During the year, options were exercised on
68, aus shares for a — consideration of