[COMPOSITE] EXHIBIT 3(e)
AMENDED ARTICLES OF INCORPORATION
OF
OHIO POWER COMPANY
OHIO POWER COMPANY, a corporation for profit, heretofore organized and
now existing under the laws of the State of Ohio, makes and files these Amended
Articles of Incorporation and states:
FIRST: The name of the Corporation shall be Ohio Power
Company.
SECOND: The place in Ohio where the principal office of the
Corporation is to be located is 1 Riverside Plaza, Columbus,
Franklin County, Ohio.
THIRD: The purposes for which the Corporation is formed are:
To produce, buy, acquire, lease, use, furnish,
supply, sell, transmit, and distribute light, heat and power generated
by means of gas, electricity, steam, hot water or other sources of
energy, or any or all of them, for public and private use, and in
connection therewith to acquire, purchase, own, construct, use, sell,
lease, operate or manage any works, plants, constructions or parts
thereof for the production, use, transmission, distribution,
regulation, control or application of gas, electricity, steam, hot
water or other sources of energy and to do any and all things necessary
or convenient in the exercise of such powers;
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, finance, deal in, construct, build, equip, improve, use,
operate, maintain and work upon:
(a) Any and all kinds of plants and systems for the
manufacture, production, storage, utilization, purchase, sale,
supply, transmission, distribution, or disposition of
electricity, gas, water or steam, or power produced thereby,
or of ice and refrigeration of any and every kind;
(b) Any and all kinds of telephone, telegraph, radio,
wireless and other systems, facilities and devices for the
receipt and trans-mission of sounds and signals, any and all
kinds of interurban, city and street railways and railroads
and bus lines for the transportation of passengers and/or
freight, transmission lines, systems, appliances, equipment
and devices and tracks, stations, buildings and other
structures and facilities;
(c) Any and all kinds of works, power plants,
manufacture, structures, substations, systems, tracks,
machinery, generators, motors, lamps, poles, pipes, wires,
cables, conduits, apparatus, devices, equipment, supplies,
articles and merchandise of every kind pertaining to or in
anywise connected with the construction, operation or
maintenance of telephone, telegraph, radio, wireless and other
systems, facilities and devices for the receipt and
transmission of sounds and signals, or of interurban, city and
street railways and railroads and bus lines, or in anywise
connected with or pertaining to the manufacture, production,
purchase, use, sale, supply, transmission, distribution,
regulation, control or application of electricity, gas, water,
steam, ice, refrigeration and power or any other purposes;
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, transmit, distribute, deal in, use, manufacture, produce,
furnish and supply street and interurban railway and bus service,
electricity, gas, light, heat, ice, refrigeration, water and steam in
any form and for any purposes whatsoever, and any power or force or
energy in any form and for any purposes whatsoever;
To maintain and operate stores and commissaries for
the buying and selling of and to buy, sell and generally deal in
general merchandise, hardware, special merchandise, machinery, supplies
and any and all kinds of manufactured and agricultural products;
To do a general mercantile business;
To acquire, organize, assemble, develop, build up and
operate constructing and operating and other organizations and systems,
and to hire, sell, lease, exchange, turn over, deliver and dispose of
such organizations and systems in whole or in part and as going
organizations and systems and otherwise, and to enter into and perform
contracts, agreements and undertakings of any kind in connection with
any or all of the foregoing powers;
To do a general contracting business;
To purchase, acquire, develop, mine, explore, drill,
hold, own and dispose of lands, interests in and rights with respect to
lands and waters and fixed and movable property;
To borrow money and contract debts when necessary for
the transaction of the business of the Corporation or for the exercise
of its corporate rights, privileges or franchises or for any other
lawful purpose of its incorporation; to issue bonds, promissory notes,
bills of exchange, debentures and other obligations and evidences of
indebtedness payable at a specified time or times or payable upon the
happening of a specified event or events, whether secured by mortgage,
pledge or otherwise, or unsecured, for money borrowed or in payment for
property purchased or acquired or any other lawful objects;
To guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of indebtedness created
by, any other corporation or corporations of the State of Ohio or any
other state or government and, while the owner of such stock, to
exercise all the rights, powers and privileges of ownership, including
the right to vote thereon;
To aid in any manner any corporation or association,
domestic or foreign or any firm or individual, any shares of stock in
which or any bonds, debentures, notes, securities, evidences of
indebtedness, contracts, or obligations of which are held by or for the
Corporation or in which or in the welfare of which the Corporation
shall have any interest, and to do any acts designed to protect,
preserve, improve or enhance the value of any property at any time held
or controlled by the Corporation, or in which it may be at any time
interested; and to organize or promote or facilitate the organization
of subsidiary companies;
To conduct business at one or more offices and hold,
purchase, mortgage and convey real and personal property in the State
of Ohio and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia and foreign
countries;
In any manner to acquire, enjoy, utilize and to
dispose of patents, copyrights and trademarks and any licenses or other
rights or interests therein and thereunder;
To purchase, acquire, hold, own and dispose of
franchises, concessions, consents, privileges and licenses necessary
for and in its opinion useful or desirable for or in connection with
the foregoing powers;
To do any or all things herein set forth to the same
extent and as fully as natural persons might or could do, in any part
of the world, and as principal agent, contractor, or otherwise, and
either alone or in conjunction with any other individuals, firms,
associations, corporations, syndicates or bodies politic;
To do any and all things necessary and proper for the
accomplishment of the objects herein enumerated or necessary or
incidental to the protection and benefit of the Corporation, and in
general to carry on any lawful business necessary or incidental to the
attainment of the purposes of the Corporation, whether such business is
similar in nature to the objects and powers set forth in these Articles
or any amendment thereof;
To conduct its business in the State of Ohio, other
states, the District of Columbia, the territories, colonies and
possessions of the United States and in foreign countries.
The Corporation may not construct a steam or electric
railroad in more than one County or State.
The objects and purposes specified in the foregoing
clauses of this Article Third shall, except where other-wise expressed,
be in no way limited or restricted by reference to or inference from
the terms of any other clause of this or any other Article of these
Articles. The objects and purposes specified in each of the clauses of
these Articles shall be regarded as independent objects and purposes
and shall be construed as powers as well as objects and purposes.
FOURTH: The maximum number of shares of stock which the
Corporation is authorized to have outstanding is forty-seven million
seven hundred sixty-two thousand four hundred three (47,762,403)
shares, divided into four classes as follows: (a) one million seven
hundred twelve thousand four hundred three (1,712,403) shares are
Cumulative Preferred Stock of the par value of One Hundred Dollars
($100) each (hereinafter sometimes referred to as "Cumulative Preferred
Stock ($100 voting)"); (b) two million fifty thousand (2,050,000)
shares are Cumulative Preferred Stock, $100 Non-Voting of the par value
of One Hundred Dollars ($100) each (hereinafter sometimes referred to
as "Cumulative Preferred Stock ($100 non-voting)"); (c) four million
(4,000,000) shares are Cumulative Preferred Stock, $25 Non-Voting of
the par value of Twenty-five Dollars ($25) each (hereinafter sometimes
referred to as "Cumulative Preferred Stock ($25 non-voting)"); and (d)
forty million (40,000,000) shares are Common Stock without par value.
The description of the different classes of stock and the express terms
of each of such classes of stock and of the existing series of
Cumulative Preferred Stock are set forth in the following paragraphs of
this Article Fourth. All of the express terms set forth below in the
preamble and paragraphs (1) through (10) under the heading "Cumulative
Preferred Stock" shall be equally applicable to the Cumulative
Preferred Stock ($100 voting), to the Cumulative Preferred Stock ($100
non-voting) and to the Cumulative Preferred Stock ($25 non-voting), and
such terms shall be deemed to state the express terms of all shares of
each of said classes, except to the extent that any of such terms are
expressly stated to be applicable only to shares of one class or shares
of one or more series of a class, and whenever herein the words
"Cumulative Preferred Stock" without any prefix or parenthetical
qualification shall be used, they shall be deemed to refer to each of
said classes.
CUMULATIVE PREFERRED STOCK
Subject to and in accordance with the provisions of the
following paragraphs (1) through (34) hereof, the Board of Directors is
hereby authorized to cause shares of each class of Cumulative Preferred
Stock to be issued in series with such variations in respect thereof
(except in the case of the shares of the series of Cumulative Preferred
Stock ($100 voting) the express terms of which are set forth in
paragraphs (11) through (34) hereof) as may be determined by an
amendment to these Articles adopted by the Board of Directors prior to
the issue thereof:
(1) The shares of the Cumulative Preferred Stock
of each series of a class may vary as to:
(a) The distinctive series designations
and number of shares of such series;
(b) The rate of dividends (within
such limits as shall be permitted by law) payable
on the shares of the particular series;
(c) The dates from which such dividends
shall be cumulative as hereinafter in paragraph (2)
provided;
(d) The prices (not less than the
amount limited by law) and terms upon which the
shares of the particular series may be redeemed;
(e) The amount or amounts which shall
be paid to the holders of the shares of the
particular series in case of voluntary or involuntary
dissolution or any distribution of assets;
(f) The sinking fund requirements
(if any) for the purchase or redemption of the
shares of the particular series;
(g) The rights (if any) to convert the
shares of the particular series into and/or purchase
stock of any other series or class or other
securities.
Except for the variations permitted in this paragraph, the
shares of all series of each class of the Cumulative Preferred
Stock shall in all other respects be identical.
(2) The holders of each series of the Cumulative
Preferred Stock at the time outstanding shall be entitled to
receive, but only when and as declared by the Board of
Directors, out of funds legally available for the payment of
dividends, cumulative preferential dividends, at the annual
dividend rate for the particular series fixed therefor as
herein provided, payable quarter-yearly on the first days of
March, June, September and December in each year, to
stockholders of record on the respective dates, not exceeding
thirty (30) days and not less than ten (10) days preceding
such dividend payment dates, fixed for the purpose by the
Board of Directors. No dividends shall be declared on any
series of the Cumulative Preferred Stock in respect of any
quarter-yearly dividend period unless there shall likewise be
declared on all shares of all series of the Cumulative
Preferred Stock at the time outstanding, like proportionate
dividends, ratably, in proportion to the respective annual
dividend rates fixed therefor, in respect of the same
quarter-yearly dividend period, to the extent that such shares
are entitled to receive dividends for such quarter-yearly
dividend period. The dividends on shares of all series of the
Cumulative Preferred Stock shall be cumulative. In the case of
all shares of each particular series, the dividends on shares
of such series shall be cumulative:
(a) If issued prior to the record date for
the first dividends on the shares of such series,
then from the date for the particular series fixed
therefor as herein provided;
(b) If issued during the period commencing
immediately after a record date for a dividend and
terminating at the close of the payment date for such
dividend, then from such dividend payment date; and
(c) Otherwise from the quarter-yearly
dividend payment date next preceding the date of
issue of such shares;
so that unless dividends on all outstanding shares of each
series of the Cumulative Preferred Stock, at the annual
dividend rate and from the dates for accumulation thereof
fixed as herein provided shall have been paid for all past
quarter-yearly dividend periods, but without interest on
cumulative dividends, no dividends shall be paid or declared
and no other distribution shall be made on the Common Stock,
and no Common Stock shall be purchased or otherwise acquired
for value by the Corporation; provided that during any period
when the Corporation shall be in default as to any obligation
of the Corporation with respect to any sinking fund for the
benefit of the shares of any series of the Cumulative
Preferred Stock, no dividend shall be paid or declared and no
other distribution shall be made on the Common Stock or any
other shares of capital stock of the Corporation ranking
junior to the Cumulative Preferred Stock, and no Common Stock
or shares of such capital stock shall be purchased or
otherwise acquired for value by the Corporation, unless all
shares of the Cumulative Preferred Stock then outstanding
shall concurrently be redeemed, purchased or otherwise
acquired or unless the declaration or payment of such
dividend, or such distribution, purchase or acquisition shall
have been ordered, permitted or approved by the Securities and
Exchange Commission, or by any successor agency thereto, under
the Public Utility Holding Company Act of 1935 or any
legislation enacted in substitution therefor. The holders of
the Cumulative Preferred Stock of any series shall not be
entitled to receive any dividends thereon other than the
dividends referred to in this paragraph (2).
(3) The Corporation, by action of its Board of
Directors, may redeem the whole or any part of any series of
the Cumulative Preferred Stock, at any time or from time to
time, by paying in cash the redemption price of the shares of
the particular series, fixed therefor as herein provided,
together with a sum in the case of each share of each series
so to be redeemed, computed at the annual dividend rate for
the series of which the particular share is a part, from the
date from which dividends on such share became cumulative to
the date fixed for such redemption, less the aggregate of the
dividends theretofore or on such redemption date paid thereon.
Notice of every such redemption shall be given by publication
at least once in one daily newspaper printed in the English
language and of general circulation in Canton, Ohio, and in
one daily newspaper printed in the English language and of
general circulation in the Borough of Manhattan, The City of
New York, the first publication in such newspapers to be at
least thirty (30) days and not more than sixty (60) days prior
to the date fixed for such redemption. At least thirty (30)
days and not more than sixty (60) days previous notice of
every such redemption shall also be mailed to the holders of
record of the shares of the Cumulative Preferred Stock so to
be redeemed, at their respective addresses as the same shall
appear on the books of the Corporation; but not failure to
mail such notice nor any defect therein or in the mailing
thereof shall affect the validity of the proceedings for the
redemption of any shares of the Cumulative Preferred Stock so
to be redeemed. In case of the redemption of a part only of
any series of the Cumulative Preferred Stock at the time
outstanding, the Corporation shall select by lot the shares so
to be redeemed. The Board of Directors shall have full power
and authority, subject to the limitations and provisions
herein contained, to prescribe the manner in which, and the
terms and conditions upon which, the shares of the Cumulative
Preferred Stock shall be redeemed from time to time. If such
notice of redemption shall have been duly given by
publication, and if on or before the redemption date specified
in such notice all funds necessary for such redemption shall
have been set aside by the Corporation, separate and apart
from its other funds, in trust for the account of the holders
of the shares to be redeemed, so as to be and continue to be
available therefor, then, notwithstanding that any certificate
for such shares so called for redemption shall not have been
surrendered for cancellation, from and after the date fixed
for redemption, the shares represented thereby shall no longer
be deemed outstanding, the right to receive dividends thereon
shall cease to accrue and all rights with respect to such
shares so called for redemption shall forthwith on such
redemption date cease and terminate, except only the right of
the holders thereof to receive, out of the funds so set aside
in trust, the amount payable upon redemption thereof, without
interest; provided, however, that the Corporation may, after
giving notice by publication of any such redemption as
hereinbefore provided or after giving to the bank or trust
company hereinafter referred to irrevocable authorization to
give such notice by publication, and at any time prior to the
redemption date specified in such notice, deposit in trust,
for the account of the holders of the shares to be redeemed,
so as to be and continue to be available therefor, funds
necessary for such redemption with a bank or trust company in
good standing, organized under the laws of the United States
of American or of the State of New York, doing business in the
Borough of Manhattan, The City of New York, and having
capital, surplus and undivided profits aggregating at least
$5,000,000 or organized under the laws of the State of Ohio,
doing business in the City of Cleveland, Ohio, and having
capital, surplus and undivided profits aggregating at least
$5,000,000, designated in such notice of redemption, and, upon
such deposit in trust, all shares with respect to which such
deposit shall have been made shall no longer be deemed to be
outstanding, and all rights with respect to such shares shall
forthwith cease and terminate, except only the right of the
holders thereof to receive at any time from and after the date
of such deposit, the amount payable upon the redemption
thereof, without interest. Nothing herein contained shall
limit any right of the Corporation to purchase or otherwise
acquire any shares of the Cumulative Preferred Stock;
provided, however, that the Corporation shall not redeem
(whether through operation of any sinking fund or otherwise),
purchase or otherwise acquire any shares of any series of the
Cumulative Preferred Stock during any period when the
Corporation shall be in default in the payment of dividends on
any shares of any series of the Cumulative Preferred Stock,
unless all shares of Cumulative Preferred Stock then
outstanding shall concurrently be so redeemed, purchased or
otherwise acquired or unless such redemption, purchase or
acquisition shall have been ordered, permitted or approved by
the Securities and Exchange Commission, or by any successor
commission thereto, under the Public Utility Holding Company
Act of 1935 or any legislation enacted in substitution
therefor.
The Corporation may from time to time, by action of its Board
of Directors and without action by the holders of the Common Stock or
any class of the Cumulative Preferred Stock, purchase or otherwise
acquire shares of any class of the Cumulative Preferred Stock in such
manner, upon such terms and in such amounts as the Board of Directors
shall determine; subject, however, to such limitations or restrictions,
if any, as are contained in the express terms of any class of the
Cumulative Preferred Stock outstanding at the time of the purchase or
acquisition in question.
(4) Before any amount shall be paid to, or any assets
distributed among, the holders of the Common Stock upon any
liquidation, dissolution or winding up of the Corporation, and
after paying or providing for the payment of all creditors of
the Corporation, the holders of each series of the Cumulative
Preferred Stock at the time outstanding shall be entitled to
be paid in cash the amount for the particular series fixed
therefor as herein provided, together with a sum in the case
of each share of each series, computed at the annual dividend
rate for the series of which the particular share is a part,
from the date from which dividends on such share became
cumulative to the date fixed for the payment of such
distributive amount ,less the aggregate of the dividends
theretofore or on such date paid thereon; but no payments on
account of such distributive amounts shall be made to the
holders of any series of the Cumulative Preferred Stock unless
there shall likewise be paid at the same time to the holders
of each other series of the Cumulative Preferred Stock at the
time outstanding like proportionate distributive amounts,
ratably, in proportion to the full distributive amounts to
which they are respectively entitled as herein provided. The
holders of the Cumulative Preferred Stock of any series shall
not be entitled to receive any amounts with respect thereto
upon any liquidation, dissolution or winding up of the
Corporation other than the amounts referred to in this
paragraph. Neither the consolidation or merger of the
Corporation with any other corporation or corporations, nor
the sale or transfer by the Corporation of all or any part of
its assets, shall be deemed to be a liquidation, dissolution
or winding up of the Corporation.
(5) Whenever the full dividends on all series of the
Cumulative Preferred Stock at the time out-standing for all
past quarter-yearly dividend periods shall have been paid or
declared and set apart for payment, then, subject to the
provisions of paragraph (2) and subparagraph (7)(B)(c) hereof,
such dividends (payable in cash, stock or otherwise) as may be
determined by the Board of Directors may be declared and paid
on the Common Stock, but only out of funds legally available
for the payment of dividends; provided, however, that so long
as any shares of the Cumulative Preferred Stock of any series
are outstanding, the Corporation shall not declare or pay any
dividends on the Common Stock of the Corporation except as
follows:
(a) If and so long as the Common Stock
Equity at the end of the calendar month immediately
preceding the date on which a dividend on Common
Stock is declared is, or as a result of such dividend
would become, less than 20% of total capitalization,
the Corporation shall not declare such dividend in an
amount which, together with all other dividends on
Common Stock paid within the year ending with and
including the date on which such dividend is payable,
exceeds 50% of the net income of the Corporation
available for dividends on the Common Stock (less any
Depreciation Deficiency) for the twelve full calendar
months immediately preceding the month in which such
dividend is declared, except in an amount not
exceeding the aggregate of dividends on Common Stock
which could have been, but have not been, declared
under this clause (a); and
(b) If and so long as the Common Stock
Equity at the end of the calendar month immediately
preceding the date on which a dividend on Common
Stock is declared is, or as a result of such dividend
would become, less than 25% but not less than 20% of
total capitalization, the Corporation shall not
declare such dividend in an amount which, together
with all other dividends on Common Stock paid within
the year ending with and including the date on which
such dividend is payable, exceeds 75% of the net
income of the Corporation available for dividends on
the Common Stock (less any Depreciation Deficiency)
for the twelve full calendar months immediately
preceding the month in which such dividend is
declared, except in an amount not exceeding the
aggregate of dividends on Common Stock which could
have been, but have not been, declared under clause
(a) above and this clause (b); and
(c) At any time when the Common Stock Equity
is 25% or more of total capitalization, the
Corporation may not declare dividends on shares of
the Common Stock which would reduce the Common Stock
Equity below 25% of total capitalization, except to
the extent provided in clause (a) and clause (b)
above.
For the purposes of this paragraph (5) only:
(i) The term "Common Stock Equity"
shall mean the sum of the par value of, or
stated value or capital represented by, the
shares of Common Stock of the Corporation
outstanding, and the surplus, earned,
capital, and paid-in, of the Corporation
(including any premiums on Common Stock but
excluding any premiums on the Cumulative
Preferred Stock) whether or not available
for the payment of dividends on the Common
Stock; provided, however, that there shall
be deducted from such sum (I) the amount of
any Depreciation Deficiency for the period
from December 31, 1952 to the end of the
calendar month immediately preceding the
date on which a dividend on Common Stock is
declared and (II) the amount, if any, by
which the aggregate of all amounts payable
upon the involuntary dissolution,
liquidation or winding up of the Corporation
to the holders of the Cumulative Preferred
Stock and of any other class of stock
ranking prior to or on a parity with the
Cumulative Preferred Stock as to dividends
or distributions exceeds the aggregate of
the capital of the Corporation applicable to
such Cumulative Preferred Stock and class of
stock ranking prior to or on a parity with
the Cumulative Preferred Stock as to
dividends or distributions;
(ii) The term "total capitalization"
shall mean the sum of the par value of, or
stated value or capital represented by, the
capital stock of all classes of the
Corporation outstanding, the surplus,
earned, capital and paid-in, of the
Corporation (including any premiums on any
such capital stock), whether or not
available for the payment of dividends on
the Common Stock, and the principal amount
of all debt of the Corporation outstanding,
maturing more than twelve months after the
date of the determination of the total
capitalization, less any amount required to
be deducted in the determination of Common
Stock Equity as in clause (i) above
provided;
(iii) The term "dividends on Common
Stock" shall embrace dividends on Common
Stock of the Corporation (other than
dividends payable only in shares of such
Common Stock), distributions on, and
purchases or other acquisitions for value of
any Common Stock of the Corporation; and
(iv) The term "Depreciation
Deficiency" shall mean, as to any specified
period, the amount by which the aggregate of
(I) all amounts credited to the depreciation
reserve account of the Corporation through
charges to operating revenue deductions or
otherwise as provided in the Uniform System
of Accounts prescribed for Public Utilities
and Licensees by the Federal Power
Commission and of (II) all charges for
maintenance, shall have been less than 15%
of all operating revenues of the Corporation
(excluding therefrom non-operating income
and revenues derived directly from
pro-perties leased to the Corporation), less
all charges to income made by the
Corporation for purchased power and for the
net amount of electric energy received by
the Corporation through interchange.
(6) In the event of any liquidation, dissolution or
winding up of the Corporation, all assets and funds of the
Corporation remaining after paying or providing for the
payment of all creditors of the Corporation and after paying
or providing for the payment to the holders of shares of all
series of the Cumulative Preferred Stock of the full
distributive amounts to which they are respectively entitled
as herein provided, shall be divided among and paid to the
holders of the Common Stock according to their respective
rights and interests.
(7)(A) So long as any shares of the Cumulative
Preferred Stock are outstanding, the Corporation shall not,
without the consent (given by vote at a meeting called for
that purpose) of the holders of at least two-thirds of the
total number of votes which holders of the outstanding shares
of Cumulative Preferred Stock are entitled to cast, voting
together for such purpose as a single class:
(a) Increase the total authorized amount
of the Cumulative Preferred Stock; or
(b) Create or authorize any shares of any
class of stock ranking prior to the Cumulative
Preferred Stock as to dividends or assets or issue
any shares of any such prior ranking stock more than
twelve months after the date as of which the
Corporation was empowered to create or authorize such
prior ranking stock; or
(c) Amend, alter, change or repeal any of
the express terms of the Cumulative Preferred Stock
or of any series of the Cumulative Preferred Stock
then outstanding in a manner substantially
prejudicial to the holders thereof; provided,
however, that if any such amendment, alteration,
change or repeal would be substantially prejudicial
to the holders of one or more, but not all, of the
series of the Cumulative Preferred Stock at the time
outstanding, only the consent of the holders of
two-thirds of the total number of votes which holders
of the shares of each series prejudicially affected
are entitled to cast shall be required, voting for
such purpose as a single class.
(B) So long as any shares of the Cumulative
Preferred Stock are outstanding, the Corporation shall not,
without the consent (given by vote at a meeting called for
that purpose) of the holders of a majority of the total number
of votes which holders of the outstanding shares of Cumulative
Preferred Stock are entitled to cast, voting together for such
purpose as a single class:
(a) Merge or consolidate with or into any
other corporation or corporations, or sell or
otherwise dispose of all or substantially all of its
properties, unless such merger or consolidation, or
the issuance and assumption of all securities to be
issued or assumed in connection with any such merger
or consolidation, or such sale or disposition, shall
have been ordered, approved or permitted by the
Securities and Exchange Commission, or by any
successor agency thereto, under the provisions of the
Public Utility Holding Company Act of 1935 or any
legislation enacted in substitution therefor;
provided that the provisions of this clause (a) shall
not apply to a purchase or other acquisition by the
Corporation of franchises or assets of another
corporation in any manner which does not involved a
merger or consolidation; or
(b) [intentionally deleted]
(c) Issue, sell or otherwise dispose of any
shares of the Cumulative Preferred Stock or of any
other class of stock ranking prior to or on a parity
with the Cumulative Preferred Stock as to dividends
or distributions, unless (i) the net income of the
Corporation, determined in accordance with generally
accepted accounting practices to be available for the
payment of dividends for a period of twelve (12)
consecutive calendar months within the fifteen (15)
calendar months immediately preceding the issuance,
sale or disposition of such stock (but less any
Depreciation Deficiency for such period), shall have
been at least equal to twice the annual dividend
requirements on all outstanding shares of the
Cumulative Preferred Stock and of all other classes
of stock ranking prior to or on a parity with the
Cumulative Preferred Stock as to dividends or
distributions, including the shares proposed to be
issued; (ii) the gross income of the Corporation for
said period, determined in accordance with generally
accepted accounting practices (but in any event after
deducting the amount for said period charged by the
Corporation on its books to depreciation expense and
in addition thereto any Depreciation Deficiency for
said period) to be available for the payment of
interest, shall have been at least one and one-half
times the sum of (I) the annual interest charges on
all interest bearing indebtedness of the Corporation
and (II) the annual dividend requirements on all
outstanding shares of the Cumulative Preferred Stock
and of all other classes of stock ranking prior to or
on a parity with the Cumulative Preferred Stock as to
dividends or distributions, including the shares
proposed to be issued; and (iii) the aggregate of the
capital of the Corporation applicable to the Common
Stock and of the surplus of the Corporation
immediately after such issuance, sale or other
disposition, less any Depreciation Deficiency for the
period from December 31, 1952 to such date, shall be
not less than the amount payable upon the involuntary
dissolution, liquidation or winding up of the
Corporation to the holders of the Cumulative
Preferred Stock and of such other class of stock,
excluding from the foregoing computation all stock
which is to be retired in connection with such
additional issue; provided, that the Corporation
shall not thereafter pay any dividends on the Common
Stock unless immediately thereafter the aggregate of
the capital of the Corporation applicable to the
Common Stock and of the surplus of the Corporation,
less any Depreciation Deficiency for the period from
December 31, 1952 to such date, shall be not less
than the amount payable upon the involuntary
dissolution, liquidation or winding up of the
Corporation to the holders of the Cumulative
Preferred Stock and of such other class of stock.
For the purposes of this subparagraph (c)
only, the term "Depreciation Deficiency" shall mean,
as to any specified period, the amount by which the
aggregate of (i) all amounts credited to the
depreciation reserve account of the Corporation
through charges to operating revenue deductions or
otherwise as provided in the Uniform System of
Accounts prescribed for Public Utilities and
Licensees by the Federal Power Commission and of (ii)
all charges for maintenance, shall have been less
than 15% of all operating revenues of the Corporation
(excluding therefrom non-operating income and
revenues derived directly from properties leased to
the Corporation), less all charges to income made by
the Corporation for purchased power and for the net
amount of electric energy received by the Corporation
through interchange.
(8) No holder of shares of any series of the
Cumulative Preferred Stock shall be entitled as such as a
matter of right to subscribe for or purchase any part of any
new or additional issue of stock, or securities convertible
into stock of any class whatsoever, whether now or hereafter
authorized, and whether issued for cash, property, services,
by way of dividends, or otherwise.
(9)(A) Except as otherwise provided in this paragraph
(9) or in paragraph (7) hereof, or as otherwise required by
the laws of the State of Ohio;
(i) Every holder of Cumulative Preferred
Stock ($100 voting) shall be entitled to cast one
vote for each share of Cumulative Preferred Stock
($100 voting) held by him for the election of
Directors and upon all other matters;
(ii) The holders of Cumulative Preferred
Stock ($100 non-voting) and Cumulative Preferred
Stock ($25 non-voting) shall not be entitled to
vote; and
(iii) Every holder of Common Stock shall be
entitled to cast one vote for each share of Common
Stock held by him for the election of Directors and
upon all other matters.
Whenever, pursuant to the provisions of this paragraph (9) or
paragraph (7) hereof, the holders of Cumulative Preferred
Stock ($100 voting), Cumulative Preferred Stock ($100
non-voting) and Cumulative Preferred Stock ($25 non-voting)
shall be entitled to vote together as a single class for the
election of Directors or on any other matter, every holder of
shares of Cumulative Preferred Stock ($100 voting) or
Cumulative Preferred Stock ($100 non-voting) shall be entitled
to cast one vote for each such share held by him and every
holder of Cumulative Preferred Stock ($25 non-voting) shall be
entitled to cast one-quarter of one vote for each such share
held by him. In addition to any provisions herein, whenever
the consent or the affirmative vote of the holders of any
class of the Cumulative Preferred Stock, voting as a single
class, shall be required for the adoption of any amendment to
these Articles pursuant to any provision of law, the consent
or affirmative vote of the holders of at least a majority of
the total number of shares of such class then outstanding
shall be required for such purpose. Except when some mandatory
provision of law shall be controlling and except as otherwise
provided in subparagraphs (7)(A)(c), 12(c), (14)(c) and
(16)(c) hereof, whenever shares of two or more series of any
class of Cumulative Preferred Stock are outstanding, no
particular series of such class shall be entitled to vote as a
separate series on any matter.
(B) If and when dividends payable on the
Cumulative Preferred Stock shall be in default in an amount
equivalent to four full quarter-yearly dividends on all shares
of all series of the Cumulative Preferred Stock at the time
outstanding, and until all dividends in default on the
Cumulative Preferred Stock shall have been paid, the holders
of all shares of the Cumulative Preferred Stock, voting
separately as one class, shall be entitled to elect the
smallest number of Directors necessary to constitute a
majority of the full Board of Directors, and the holders of
the Common Stock, voting separately as a class, shall be
entitled to elect the remaining Directors of the Corporation.
The terms of office of all persons who may be Directors of the
Corporation at the time shall terminate upon the election of a
majority of the Board of Directors by the holders of the
Cumulative Preferred Stock, except that if the holders of the
Common Stock shall not have elected the remaining Directors of
the Corporation, then, and only in that event, the Directors
of the Corporation in office just prior to the election of a
majority of the Board of Directors by the holders of the
Cumulative Preferred Stock shall elect the remaining Directors
of the Corporation.
(C) If and when all dividends then in default on
the Cumulative Preferred Stock at the time outstanding shall
be paid (and such dividends shall be declared and paid out of
any funds legally available therefor as soon as reasonably
practicable), the Cumulative Preferred Stock shall thereupon
be divested of any special right with respect to the election
of Directors provided in subparagraph (B) hereof, and the
voting power of the Cumulative Preferred Stock and the Common
Stock shall revert to the status existing before the
occurrence of such default; but always subject to the same
provisions for vesting such special rights in the Cumulative
Preferred Stock in case of further like default or defaults in
dividends thereon. Upon the termination of any such special
right the terms of office of all persons who may have been
elected Directors of the Corporation by vote of the holders of
the Cumulative Preferred Stock, as a class, pursuant to such
special right shall forthwith terminate.
(D) In case of any vacancy in the Board of
Directors occurring among the Directors elected by the holders
of the Cumulative Preferred Stock, as a class, pursuant to
subparagraph (B) hereof, the holders of the Cumulative
Preferred Stock then outstanding and entitled to vote may
elect a successor to hold office for the unexpired term of the
Director whose place shall be vacant. In case of a vacancy in
the Board of Directors occurring among the Directors elected
by the holders of the Common Stock, as a class, or by the
Directors in office just prior to the election of a majority
of the Board of Directors by the holders of the Cumulative
Preferred Stock, pursuant to subparagraph (B) hereof, the
holders of the Common Stock then outstanding and entitled to
vote may elect a successor to hold office for the unexpired
term of the Director whose place shall be vacant. In all other
cases, any vacancy occurring among the Directors shall be
filled by the vote of a majority of the remaining Directors.
(E) Whenever the holders of the Cumulative
Preferred Stock, as a class, become entitled, to elect
Directors of the Corporation pursuant to either subparagraphs
(B) or (D) hereof, it shall be the duty of the president, a
vice-president or the secretary of the Corporation forthwith
to call, and to cause notice to be given to the stockholders
entitled to vote at, a meeting to be held at such time as the
Corporation's officers may fix, not less than thirty nor more
than sixty days after the accrual of such right, for the
purpose of electing Directors. The notice so given shall be
mailed to each holder of record of the Cumulative Preferred
Stock at his address as it appears upon the records of the
Corporation and shall set forth, among other things, (i) that
by reason of the fact that dividends payable on the Cumulative
Preferred Stock are in default in an amount equivalent to four
full quarter-yearly dividends or more per share, the holders
of the Cumulative Preferred Stock, voting separately as a
class, have the right to elect the smallest number of
Directors necessary to constitute a majority of the full Board
of Directors of the Corporation, (ii) that any holder of the
Cumulative Preferred Stock has the right, at any reasonable
time, to inspect, and make copies of, the list or lists of
holders of the Cumulative Preferred Stock maintained at the
principal office of the Corporation or at the office of any
Transfer Agent of the Cumulative Preferred Stock, and (iii)
either the entirety of this paragraph or the substance thereof
with respect to the number of shares of the Cumulative
Preferred Stock required to be represented at any meeting, or
adjournment thereof, called for the election of Directors of
the Corporation. At the first meeting of stockholders held for
the purpose of electing Directors during such time as the
holders of the Cumulative Preferred Stock shall have the
special right, voting separately as a class, to elect
Directors, the presence in person or by proxy of the holders
of a majority of the outstanding Common Stock shall be
required to constitute a quorum of such class for the election
of Directors, and the presence in person or by proxy of the
holders of a majority of the total number of votes which
holders of the outstanding shares of Cumulative Preferred
Stock are entitled to cast shall be required to constitute a
quorum of such class for the election of Directors; provided,
however, that in the absence of a quorum of the holders of the
Cumulative Preferred Stock, no election of Directors shall be
held, but a majority of the holders of the Cumulative
Preferred Stock who are present in person or by proxy shall
have power to adjourn the election of the Directors to a date
not less than fifteen nor more than fifty days from the giving
of the notice of such adjourned meeting hereinafter provided
for; and provided, further, that at such adjourned meeting,
the presence in person or by proxy of the holders of 35% of
the total number of votes which holders of the outstanding
shares of Cumulative Preferred Stock are entitled to cast
shall be required to constitute a quorum of such class for the
election of Directors. In the event such first meeting of
stockholders shall be so adjourned, it shall be the duty of
the president, a vice-president or the secretary of the
Corporation, within ten days from the date on which such first
meeting shall have been adjourned, to cause notice of such
adjourned meeting to be given to the stockholders entitled to
vote thereat, such adjourned meeting to be held not less than
fifteen days nor more than fifty days from the giving of such
second notice. Such second notice shall be given in the form
and manner hereinabove provided for with respect to the notice
required to be given of such first meeting of stockholders,
and shall further set forth that a quorum was not present at
such first meeting and that the holders of 35% of the total
number of votes which holders of the outstanding shares of
Cumulative Preferred Stock are entitled to cast shall be
required to constitute a quorum of such class for the election
of Directors at such adjourned meeting. If the requisite
quorum of holders of the Cumulative Preferred Stock shall not
be present at said adjourned meeting, then the Directors of
the Corporation then in office shall remain in office until
the next Annual Meeting of the Corporation, or special meeting
in lieu thereof, and until their successors shall have been
elected and shall qualify. Neither such first meeting nor such
adjourned meeting shall be held on a date within sixty days of
the date of the next Annual Meeting of the Corporation or
special meeting in lieu thereof. At each Annual Meeting of the
Corporation, or special meeting in lieu thereof, held during
such time as the holders of the Cumulative Preferred Stock,
voting separately as a class, shall have the right to elect a
majority of the Board of Directors, the foregoing provisions
of this subparagraph shall govern such Annual Meeting, or
special meeting in lieu thereof, as if said Annual Meeting or
special meeting were the first meeting of stockholders held
for the purpose of electing Directors after the right of the
holders of the Cumulative Preferred Stock, voting separately
as a class, to elect a majority of the Board of Directors,
should have accrued with the exception that, until the holders
of the Cumulative Preferred Stock shall have elected a
majority of the Board of Directors, if at any adjourned Annual
Meeting, or special meeting in lieu thereof, holders of 35% of
the total number of votes which holders of the outstanding
shares of Cumulative Preferred Stock are entitled to cast are
not present in person or by proxy, all the Directors to be
elected shall be elected by a vote of the holders of a
majority of the Common Stock of the Corporation present or
represented at the meeting.
(F) So long as any shares of the Cumulative
Preferred Stock of any series are outstanding, the Board of
Directors of the Corporation shall consist of not less than
three (3) persons and not more than the number of persons set
forth in the Corporation's Code of Regulations.
(10) The Corporation may, at any time and from time
to time, issue and dispose of any of the authorized and
unissued shares of the Cumulative Preferred Stock and Common
Stock for such consideration as may be fixed by the Board of
Directors, subject to any provisions of law then applicable,
and subject to the provisions of any resolutions of the
stockholders of the Corporation relating to the issue and
disposition of such shares.
(11) The Corporation hereby classifies $20,240,300
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "4-1/2% Cumulative Preferred Stock,"
consisting of 202,403 shares of the par value of $100 per
share.
(12) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 4-1/2% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 4-1/2% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1941, shall be cumulative, shall be March 1, 1941;
(b) The redemption price for such series
shall be $112.50 per share until March 1, 1946; on
and after March 1, 1946 and until March 1, 1951, $111
per share; and on and after March 1, 1951, $110 per
share;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be:
$110 per share, upon any voluntary
liquidation, dissolution or winding up of
the Corporation, except that if such
voluntary liquidation, dissolution or
winding up of the Corporation shall have
been approved by the vote in favor thereof
of the holders of a majority of the total
number of shares of the 4-1/2% Cumulative
Preferred Stock then outstanding, given at a
meeting called for that purpose, the amount
so payable on such voluntary liquidation,
dissolution, or winding up shall be $100 per
share; or
$100 per share, in the event of any
involuntary liquidation, dissolution or
winding up of the Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of the 4-1/2% Cumulative Preferred Stock; and
(e) The shares of the 4-1/2% Cumulative
Preferred Stock shall not have any rights to convert
the same into and/or purchase stock of any other
series or class or other securities, or any special
rights other than those specified herein.
(13) The Corporation hereby classifies $10,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "4.40% Cumulative Preferred Stock,"
consisting of 100,000 shares of the par value of $100 per
share.
(14) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 4.40% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 4.40% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable March 1,
1953, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $107.50 per share on or prior to January 1,
1960; $106.00 per share after January 1, 1960 but on
or prior to January 1, 1965; $105.00 per share after
January 1, 1965 but on or prior to January 1, 1970;
and $104.00 per share thereafter.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be:
The redemption price in effect at
the date of any voluntary liquidation,
dissolution or winding up of the
Corporation, except that if such voluntary
liquidation, dissolution or winding up of
the Corporation shall have been approved by
the vote in favor thereof of the holders of
a majority of the total number of shares of
the 4.40% Cumulative Preferred Stock then
outstanding, given at a meeting called for
that purpose, the amount so payable on such
voluntary liquidation, dissolution, or
winding up shall be $100 per share; or
$100 per share, in the event of any
involuntary liquidation, dissolution or
winding up of the Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of the 4.40% Cumulative Preferred Stock; and
(e) The shares of the 4.40% Cumulative
Preferred Stock shall not have any rights to convert
the same into and/or purchase stock of any other
series or class or any other securities, or any
special rights other than those specified herein.
(15) The Corporation hereby classifies $5,000,000 par
value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "4.08% Cumulative Preferred Stock,"
consisting of 50,000 shares of the par value of $100 per
share.
(16) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 4.08% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 4.08% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1954, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price of such series
shall be $106 per share on or prior to April 1, 1959;
$105 per share after April 1, 1959 but on or prior to
April 1, 1964; $104 per share after April 1, 1964 but
on or prior to April 1, 1969; and $103 per share
thereafter;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be:
The redemption price in effect at
the date of any voluntary liquidation,
dissolution or winding up of the
Corporation, except that if such voluntary
liquidation, dissolution or winding up of
the Corporation shall have been approved by
the vote in favor thereof of the holders of
a majority of the total number of shares of
the 4.08% Cumulative Preferred Stock then
outstanding, given at a meeting called for
that purpose, the amount so payable on such
voluntary liquidation, dissolution, or
winding up shall be $100 per share; or
$100 per share, in the event of any
involuntary liquidation, dissolution or
winding up of the Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of the 4.08% Cumulative Preferred Stock; and
(e) The shares of the 4.08% Cumulative
Preferred Stock shall not have any rights to convert
the same into and/or purchase stock of any other
series or class or any other securities, or any
special rights other than those specified herein.
(17) The Corporation hereby classifies $6,000,000 par
value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "4.20% Cumulative Preferred Stock,"
consisting of 60,000 shares of the par value of $100 per
share.
(18) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 4.20% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 4.20% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable December
1, 1955, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $105.20 per share on or prior to September
1, 1960; $104.20 per share after September 1, 1960
but on or prior to September 1, 1965; and $103.20 per
share after September 1, 1965;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of the 4.20% Cumulative Preferred Stock; and
(e) The shares of the 4.20% Cumulative
Preferred Stock shall not have any rights to convert
the same into and/or purchase stock of any other
series or class or any other securities, or any
special rights other than those specified herein.
(19) The Corporation hereby classifies $15,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "8.04% Cumulative Preferred Stock,"
consisting of 150,000 shares of the par value of $100 per
share.
(20) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 8.04% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 8.04% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1971, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $109.81 per share prior to March 1, 1976;
$107.80 per share on and after March 1, 1976 but
prior to March 1, 1981; $105.79 per share on and
after March 1, 1981 but prior to March 1, 1986;
$103.78 per share on and after March 1, 1986 but
prior to March 1, 1991; and $102.58 per share on
March 1, 1991 and thereafter; provided, however, that
no share of such series shall be redeemed prior to
March 1, 1976 if such redemption is for the purpose
or in anticipation of refunding such share, directly
or indirectly, through the incurring of debt, or
through the issuance of capital stock ranking equally
with or prior to the shares of such series as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in
accordance with generally accepted financial
practice), or such capital stock has an effective
dividend cost to the Corporation (so computed), of
less than 8.02% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(21) The Corporation hereby classifies $10,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "7.72% Cumulative Preferred Stock,"
consisting of 100,000 shares of the par value of $100 per
share.
(22) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 7.72% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 7.72% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1971, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $109.30 per share prior to April 1, 1976;
$107.37 per share on and after April 1, 1976 but
prior to April 1, 1981; $105.44 per share on and
after April 1, 1981 but prior to April 1, 1986;
$103.51 per share on and after April 1, 1986 but
prior to April 1, 1991; and $102.35 per share on
April 1, 1991 and thereafter; provided, however, that
no share of such series shall be redeemed prior to
April 1, 1976 if such redemption is for the purpose
or in anticipation of refunding such share, directly
or indirectly, through the incurring of debt, or
through the issuance of capital stock ranking equally
with or prior to the shares of such series as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in
accordance with generally accepted financial
practice), or such capital stock has an effective
dividend cost to the Corporation (so computed), of
less than 7.69% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(23) The Corporation hereby classifies $35,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "7.60% Cumulative Preferred Stock,"
consisting of 350,000 shares of the par value of $100 per
share.
(24) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 7.60% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 7.60% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable December
1, 1971, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $109.10 per share prior to October 1, 1976;
($107.20 per share on or after October 1, 1976 but
prior to October 1, 1981; $105.30 per share on and
after October 1, 1981 but prior to October 1, 1986;
$103.40 per share on and after October 1, 1986 but
prior to October 1, 1991; and $102.26 per share on
October 1 1991 and thereafter; provided, however,
that no share of such series shall be redeemed prior
to October 1, 1976 if such redemption is for the
purpose or in anticipation of refunding such share,
directly or indirectly, through the incurring of
debt, or through the issuance of capital stock
ranking equally with or prior to the shares of such
series as to dividends or assets, if such debt has an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice), or such capital stock has an effective
dividend cost to the Corporation (so computed), of
less than 7.57% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(25) The Corporation hereby classifies $35,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "7-6/10% Cumulative Preferred Stock,"
consisting of 350,000 shares of the par value of $100 per
share.
(26) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 7-6/10% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 7-6/10% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1972, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $108.95 per share prior to April 1, 1977;
$107.05 per share on and after April 1, 1977 but
prior to April 1, 1982; $105.15 per share on and
after April 1, 1982 but prior to April 1, 1987;
$103.25 per share on and after April 1, 1987 but
prior to April 1, 1992; and $102.11 per share on
April 1, 1992 and thereafter; provided, however, that
no share of such series shall be redeemed prior to
April 1, 1977 if such redemption is for the purpose
or in anticipation of refunding such share, directly
or indirectly, through the incurring of debt, or
through the issuance of capital stock ranking equally
with or prior to the shares of such series as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in
accordance with generally accepted financial
practice), or such capital stock has an effective
dividend cost to the Corporation (so computed), of
less than 7.58% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(27) The Corporation hereby classifies $45,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "7.76% Cumulative Preferred Stock,"
consisting of 450,000 shares of the par value of $100 per
share.
(28) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 7.76% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 7.76% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable December
1, 1972, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $109.20 per share prior to October 1, 1977;
$107.26 per share on and after October 1, 1977 but
prior to October 1, 1982; $105.32 per share on and
after October 1, 1982 but prior to October 1, 1987;
$103.38 per share on and after October 1, 1987 but
prior to October 1, 1992; and $102.22 per share on
October 1, 1992 and thereafter; provided, however,
that no share of such series shall be redeemed prior
to October 1, 1977 if such redemption is for the
purpose or in anticipation of refunding such share,
directly or indirectly, through the incurring of
debt, or through the issuance of capital stock
ranking equally with or prior to the shares of such
series as to dividends or assets, if such debt has an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice), or such capital stock has an effective
dividend cost to the Corporation (so computed), of
less than 7.74% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(29) The Corporation hereby classifies $30,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "8.48% Cumulative Preferred Stock,"
consisting of 300,000 shares of the par value of $100 per
share.
(30) The preferences or restrictions or qualifications and the
descriptions and terms of the shares of 8.48% Cumulative Preferred
Stock, in the respects in which the shares of such series may vary from
shares of other series of the Cumulative Preferred Stock ($100 voting),
shall be as follows:
(a) The annual dividend rate for such series
shall be 8.48% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable September
1, 1973 shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $110.03 per share prior to August 1, 1978;
$107.91 per share on and after August 1, 1978 but
prior to August 1, 1983; $105.79 per share on and
after August 1, 1983 but prior to August 1, 1988;
$103.67 per share on and after August 1, 1988 but
prior to August 1, 1993; and $102.40 per share on
August 1, 1993 and thereafter; provided, however,
that no share of such series shall be redeemed prior
to August 1, 1978 if such redemption is for the
purpose or in anticipation of refunding such share,
directly or indirectly, through the incurring of
debt, or through the issuance of capital stock
ranking equally with or prior to the shares of such
series as to dividends or assets, if such debt has an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice), or such capital stock has an effective
divided cost to the Corporation (so computed), of
less than 8.45% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(31) The Corporation hereby classifies $25,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "14% Cumulative Preferred Stock,"
consisting of 250,000 shares of the par value of $100 per
share.
(32) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 14% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 14% per annum and in the case of each share
of such series issued prior to the record date for
the first dividend payable on the shares of such
series, the date from which dividends on such share
of such series shall be cumulative shall be the date
of issuance of such share, and in the case of each
other share of such series, as otherwise provided in
this Article.
(b) The redemption prices at which shares of
such series may be redeemed at the option of the
Corporation shall be an amount per share equal to (i)
101% of the sum of $100 and the annual dividend prior
to March 1, 1985, (ii) $100 plus 50% of the annual
dividend on or after March 1, 1985 but prior to March
1, 1990, (iii) $100 plus 25% of the annual dividend
on or after March 1, 1990 but prior to March 1, 1995,
and (iv) $100 plus 10% of the annual dividend on or
after March 1, 1995; provided, however, that no share
of such series shall be redeemed prior to March 1,
1980 if such redemption is for the purpose or in
anticipation of refunding such share, directly or
indirectly, through the incurring of debt, or through
the issuance of capital stock ranking equally with or
prior to the shares of said series as to dividends or
assets, if such debt has an effective interest cost
to the Corporation (computed in accordance with
generally accepted financial practices), or such
capital stock has an effective dividend cost to the
Corporation (so computed), of less than 14.6% per
annum.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price
provided in subparagraph (b) of this paragraph (32)
in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series. So
long as there shall remain outstanding any shares of
such series, the Corporation shall, to the extent
permitted by law on March 1 in each year commencing
with the year 1980, redeem as and for a sinking fund
requirement, out of funds legally available therefor,
12,500 shares, at a redemption price of $100 per
share. The sinking fund requirement shall be
cumulative so that if on any such March 1 the sinking
fund requirement shall not have been met, then such
sinking fund requirement, to the extent not met,
shall become an additional sinking fund requirement
for the next succeeding March 1 on which such
redemption may be effected.
(2) The Corporation shall have the
non-cumulative option, on any sinking fund date as
provided in subparagraph (d)(1) hereof, to redeem at
a redemption price of $100 per share, an additional
12,500 shares. No redemption made pursuant to this
subparagraph (d)(2) shall be deemed to fulfill any
sinking fund requirement established pursuant to
subparagraph (d)(1).
(3) The Corporation shall be entitled, at
its election, to credit against any sinking fund
requirement due on March 1 of any year pursuant to
subparagraph (d)(1) of this paragraph (32), shares of
such series theretofore purchased or otherwise
acquired by the Corporation.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(33) The Corporation hereby classifies $40,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "14% Cumulative Preferred Stock, Series
A," consisting of 400,000 shares of the par value of $100 per
share.
(34) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the 14% Cumulative Preferred Stock, Series A, in the
respects in which the shares of such series may vary from
shares of other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 14% per annum and in the case of each shares
of such series issued prior to the record date for
the first dividend payable on the shares of such
series, the date from which dividends on such share
of such series shall be cumulative shall be the date
of issuance of such share, and in the case of each
other share of such series, as otherwise provided in
this Article.
(b) The redemption prices at which shares of
such series may be redeemed at the option of the
Corporation shall be an amount per share equal to (i)
$100.00 plus the annual dividend prior to June 1,
1985, (ii) $100.00 plus 50% of the annual dividend on
or after June 1, 1985 but prior to June 1, 1990,
(iii) $100.00 plus 25% of the annual divided on or
after June 1, 1990 but prior to June 1, 1995, and
(iv) $100.00 plus 10% of the annual dividend on or
after June 1, 1995; provided, however, that no share
of such series shall be redeemed prior to June 1,
1980 if such redemption is for the purpose or in
anticipation of refunding such share, directly or
indirectly, through the incurring of debt, or through
the issuance of capital stock ranking equally with or
prior to the shares of said series as to dividends or
assets, if such debt has an effective interest cost
to the Corporation (computed in accordance with
generally accepted financial practice), or such
capital stock has an effective dividend cost to the
Corporation (so computed), of less than 14.63% per
annum.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price
provided in subparagraph (b) of this paragraph (34)
in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100
pe share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series. So
long as there shall remain outstanding any shares of
such series, the Corporation shall, to the extent
permitted by law on June 1 in each year commencing
with the year 1980, redeem as and for a sinking fund
requirement, out of funds legally available therefor,
a number of shares equal to 5% of the total number of
shares classified in para-graph (33) hereof, at a
redemption price of $100 per share. The sinking fund
requirement shall be cumulative so that if on any
such June 1 the sinking fund requirement shall not
have been met, then such sinking fund requirement, to
the extent not met, shall become an additional
sinking fund requirement for the next succeeding June
1 on which such redemption may be effected.
(2) The Corporation shall have the
non-cumulative option, on any sinking fund date as
provided in subparagraph (d)(1) hereof, to redeem at
a redemption price of $100 per share an additional
number of shares equal to 5% of the total number of
shares classified in paragraph (33) hereof. No
redemption made pursuant to this subparagraph (d)(2)
shall be deemed to fulfill any sinking fund
requirement established pursuant to subparagraph
(d)(1).
(3) The Corporation shall be entitled, at
its election, to credit against any sinking fund
requirement due on June 1 of any year pursuant to
subparagraph (d)(1) of this para-graph (34), shares
of such series theretofore purchased or otherwise
acquired by the Corporation.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(35) The Corporation hereby classifies $40,000,000 par value
of the Cumulative Preferred Stock ($25 non-voting) as a series of such
Cumulative Preferred Stock ($25 non-voting), which shall be designated
as "$2.27 Cumulative Preferred Stock", consisting of 1,600,000 shares
of the par value of $25 per share.
(36) The preferences or restrictions or qualifications and the
descriptions and terms of the shares of the $2.27 Cumulative Preferred
Stock, in the respects in which the shares of such series may vary from
shares of other series of the Cumulative Preferred Stock ($25
non-voting), shall be as follows:
(a) The annual dividend rate for such series
shall be $2.27 per annum and in the case of each
share of such series issued prior to the record date
for the first dividend payable on the shares of such
series, the date from which dividends on such share
of such series shall be cumulative shall be the date
of issuance of such share, and in the case of each
other share of such series, as otherwise provided in
this Article.
(b) The redemption prices at which shares of
such series may be redeemed at the option of the
Corporation shall be an amount per share equal to (i)
$25 plus the annual dividend prior to March 1, 1983,
(ii) $25 plus 75% of the annual dividend on or after
March 1, 1983 but prior to March 1, 1988, (iii) $25
plus 50% of the annual dividend on or after March 1,
1988 but prior to March 1, 1993, (iv) $25 plus 25% of
the annual dividend on or after March 1, 1993 but
prior to March 1, 1998, and (v) $25 plus 10% of the
annual dividend on or after March 1, 1998; provided,
however, that no share of such series shall be
redeemed prior to March 1, 1983 if such redemption is
for the purpose or in anticipation of refunding such
share, directly or indirectly, through the incurring
of debt, or through the issuance of capital stock
ranking equally with or prior to the shares of said
series as to dividends or assets, if such debt has an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice), or such capital stock has an effective
dividend cost to the Corporation (so computed), of
less than $9.46% per annum.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price
provided in subparagraph (b) of this paragraph (36)
in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $25
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation.
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(37) The corporation hereby classifies $30,000,000
par value of the Cumulative Preferred Stock ($25 non-voting)
as a series of such Cumulative Preferred Stock ($25
non-voting), which shall be designated as "$3.75 Cumulative
Preferred Stock", consisting of 1,200,000 shares of the par
value of $25 per share.
(38) The preferences or restrictions or
qualifica-tions and the descriptions and terms of the shares
of the $3.75 Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($25 non-voting),
shall be as follows:
(a) The annual dividend rate for such series
by $3.75 per annum and in the case of each share of
such series issued prior to the record date for the
first dividend payable on the shares of such series,
the date from which dividends on such share of such
series shall be cumulative shall be the date of
issuance of such share, and in the case of each other
share of such series, as otherwise provided in this
Article.
(b) The redemption prices at which shares of
such series may be redeemed at the option of the
Corporation shall be an amount per share equal to (i)
$25 plus the annual dividend prior to March 1, 1987,
(ii) $25 plus 75% of the annual dividend on or after
March 1, 1987 but prior to March 1, 1992, (iii) $25
plus 50% of the annual dividend on or after March 1,
1992 but prior to March 1, 1997, (iv) $25 plus 25% of
the annual dividend on or after March 1, 1997 but
prior to March 1, 2002, and (v) $25 plus 10% of the
annual dividend on or after March 1, 2002; provided,
however, that no share of such series shall be
redeemed prior to March 1, 1987 if such redemption is
for the purpose or in anticipation of refunding such
share, directly or indirectly, through the incurring
of debt, or through the issuance of capital stock
ranking equally with or prior to the shares of said
series as to dividends or assets, if such debt has an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice), or such capital stock has an effective
dividend cost to the Corporation (so computed), of
less than 15.34% per annum.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price
pro-vided in subparagraph (b) of this paragraph (38)
in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $25
per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series. So
long as there shall remain outstanding any shares of
such series, the Corporation shall, to the extent
permitted by law on March 1 in each year commencing
with the year 1987, redeem as and for a sinking fund
requirement, out of funds legally available therefor,
a number of shares equal to 5% of the total number of
shares designated as $3.75 Cumulative Preferred Stock
in paragraph (37) hereof at a redemption price of $25
per share. The sinking fund requirement shall be
cumulative so that if on any such March 1 the sinking
fund requirement shall not have been met, then such
sinking fund requirement, to the extent not met,
shall become an additional sinking fund requirement
for the next succeeding March 1 on which such
redemption may be effected.
(2) The Corporation shall have the
non-cumulative option, on any sinking fund date as
provided in subparagraph (d)(1) hereof, to redeem at
a redemption price of $25 per share, an additional
number of shares equal to 5% of the total number of
shares designated as $3.75 Cumulative Preferred Stock
in paragraph (37) hereof. No redemption made pursuant
to this sub-paragraph (d)(2) shall be deemed to
fulfill any sinking fund requirement established
pursuant to subparagraph (d)(1).
(3) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on March 1 of any year pursuant to
subparagraph (d)(1) shares of such series theretofore
purchased or otherwise acquired by the Corporation.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(39) The Corporation hereby classifies $30,000,000
par value of the Cumulative Preferred Stock ($100 non-voting)
as a series of such Cumulative Preferred Stock ($100
non-voting), which shall be designated as "6.35% Cumulative
Preferred Stock", consisting of 300,000 shares of the par
value of $100 per share.
(40) The preferences, rights, restrictions or
qualifications and the description and terms of the 6.35%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of the
Cumulative Preferred Stock, ($100 non-voting), shall be as
follows:
(a) The annual dividend rate for such series
shall be 6.35% per annum, which dividend shall be
calculated, per share, at such percentage multiplied
by $100. Dividends on all shares of said series
issued prior to the record date for the initial
dividend payable on all shares of such series shall
be cumulative from the date of initial issuance of
the shares of such series.
(b) Such series shall not be subject to
redemption prior to April 1, 2003; the regular
redemption price for shares of such series shall be
$100 per share on or after April 1, 2003, plus an
amount equal to accrued and unpaid dividends to the
date of redemption.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation shall be
$100 per share, plus an amount equal to accrued and
unpaid dividends to the date of redemption.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series. So
long as there shall remain outstanding any shares of
such series, the Corporation shall, to the extent
permitted by law, on June 1, 2003, and on each June 1
thereafter to and including June 1, 2007, redeem as
and for a sinking fund requirement, out of funds
legally available therefor, a number of shares equal
to 5% of the total number of shares initially
classified in Paragraph 39 hereof, at a sinking fund
redemption price of $100 per share plus accrued and
unpaid dividends to the date of redemption. The
sinking fund requirement shall be cumulative so that
if on any such June 1 the sinking fund requirement
shall not have been met, then such sinking fund
requirement, to the extent not met, shall become an
additional sinking fund requirement for the next
succeeding June 1 on which such redemption may be
effected.
(2) The remaining shares of such series
outstanding on June 1, 2008 will be redeemed, to the
extent permitted by law, by mandatory redemption, out
of funds legally available therefor, on such date at
a mandatory redemption price of $100 per share plus
accrued and unpaid dividends to the date of
redemption.
(3) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on June 1 of any year pursuant to
clause (d)(1) of this Paragraph 40, shares of such
series theretofore purchased or otherwise acquired by
the Corporation and not previously credited against
any such sinking fund requirement.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(41) The Corporation hereby classifies $40,000,000
par value of the Cumulative Preferred Stock ($100 non-voting)
as a series of such Cumulative Preferred Stock ($100
non-voting), which shall be designated as "6.02% Cumulative
Preferred Stock", consisting of 400,000 shares of the par
value of $100 per share.
(42) The preferences, rights, restrictions or
qualifications and the description and terms of the 6.02%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of the
Cumulative Preferred Stock, ($100 non-voting), shall be as
follows:
(a) The annual dividend rate for such series
shall be 6.02% per annum, which dividend shall be
calculated, per share, at such percentage multiplied
by $100. Dividends on all shares of said series
issued prior to the record date for the initial
dividend payable on all shares of such series shall
be cumulative from the date of initial issuance of
the shares of such series.
(b) Such series shall not be subject to
redemption prior to October 1, 2003; the regular
redemption price for shares of such series shall be
$100 per share on or after October 1, 2003, plus an
amount equal to accrued and unpaid dividends to the
date of redemption.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation shall be
$100 per share, plus an amount equal to accrued and
unpaid dividends.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series. So
long as there shall remain outstanding any shares of
such series, the Corporation shall, to the extent
permitted by law, on December 1, 2003, and on each
December 1 thereafter to and including December 1,
2007, redeem as and for a sinking fund requirement,
out of funds legally available therefor, a number of
shares equal to 5% of the total number of shares
initially classified in Paragraph 41 hereof, at a
sinking fund redemption price of $100 per share plus
accrued and unpaid dividends to the date of
redemption. The remaining shares of such series
outstanding on December 1, 2008 will be redeemed as a
final sinking fund requirement, to the extent
permitted by law, out of funds legally available
therefor, on such date at a sinking fund redemption
price of $100 per share plus accrued and unpaid
dividends to the date of redemption. The sinking fund
requirement shall be cumulative so that if on any
such December 1 the sinking fund requirement shall
not have been met, then such sinking fund
requirement, to the extent not met, shall become an
additional sinking fund requirement for the next
succeeding December 1 on which such redemption may be
effected.
(2) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on December 1 of any year pursuant to
clause (d)(1) of this Paragraph 42, shares of such
series theretofore purchased or otherwise acquired by
the Corporation and not previously credited against
any such sinking fund requirement.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(43) The Corporation hereby classifies $45,000,000
par value of the Cumulative Preferred Stock ($100 voting) as a
series of such Cumulative Preferred Stock ($100 voting), which
shall be designated as "5.90% Cumulative Preferred Stock",
consisting of 450,000 shares of the par value of $100 per
share.
(44) The preferences, rights, restrictions or
qualifications and the description and terms of the 5.90%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of the
Cumulative Preferred Stock ($100 voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 5.90% per annum, which dividend shall be
calculated, per share, at such percentage multiplied
by $100. Dividends on all shares of said series
issued prior to the record date for the initial
dividend payable on all shares of such series shall
be cumulative from the date of initial issuance of
the shares of such series.
(b) Such series shall not be subject to
redemption prior to November 1, 2003; the redemption
price for shares of such series shall be $100 per
share on or after November 1, 2003, plus an amount
equal to accrued and unpaid dividends to the date of
redemption.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation shall be
$100 per share, plus an amount equal to accrued and
unpaid dividends.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series. So
long as there shall remain outstanding any shares of
such series, the Corporation shall, to the extent
permitted by law, on January 1, 2004, and on each
January 1 thereafter to and including January 1,
2008, redeem as and for a sinking fund requirement,
out of funds legally available therefor, a number of
shares equal to 5% of the total number of shares
initially classified in Paragraph 43 hereof, at a
sinking fund redemption price of $100 per share plus
accrued and unpaid dividends to the date of
redemption. The remaining shares of such series
outstanding on January 1, 2009 will be redeemed as a
final sinking fund requirement, to the extent
permitted by law, out of funds legally available
therefor, on such date at a sinking fund redemption
price of $100 per share plus accrued and unpaid
dividends to the date of redemption. The sinking fund
requirement shall be cumulative so that if on any
such January 1 the sinking fund requirement shall not
have been met, then such sinking fund requirement, to
the extent not met, shall become an additional
sinking fund requirement for the next succeeding
January 1 on which such redemption may be effected.
(2) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on January 1 of any year pursuant to
clause (d)(1) of this Paragraph 44, shares of such
series theretofore purchased or otherwise acquired by
the Corporation and not previously credited against
any such sinking fund requirement.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
COMMON STOCK
Each share of the Common Stock shall be equal in all respects to every
other share of the Common Stock.
No holder of shares of Common Stock shall be entitled as such as a
matter of right to subscribe for or purchase any part of any new or additional
issue of stock, or securities convertible into stock, of any class whatsoever,
whether now or hereafter authorized, and whether issued for cash, property,
services, by way of dividends or otherwise.
FIFTH: These Amended Articles of Incorporation supersede and
take the place of the heretofore existing Agreement of Merger, dated
January 21, 1955, between the Corporation and Central Ohio Light &
Power Company and any and all amendments thereto.