EXHIBIT 3(a)
AMENDED PROVISIONS OF
ARTICLES OF INCORPORATION
ARTICLE IV
A. CUMULATIVE PREFERRED STOCK
(1) The authorized shares of the Cumulative Preferred Stock
(including all shares of authorized Cumulative Preferred Stock at
any time having the status of authorized and unissued shares
thereof) may be divided into and issued as shares of any series
thereof now outstanding, or divided into and issued in one or
more other series thereof, as the Board of Directors of the
corporation shall from time to time authorize. Each series shall
be designated so as to distinguish the shares thereof from the
shares of all other series then outstanding; and all shares of
the Cumulative Preferred Stock, irrespective of series, shall be
identical except as to variations between different series in the
relative rights and preferences thereof as permitted or
contemplated by the next succeeding sentence of this paragraph
(1). Authority is hereby expressly vested in the Board of
Directors of the corporation to establish out of the authorized
and unissued shares of Cumulative Preferred Stock one or more
series thereof and to fix and determine the following relative
rights and preferences of the shares of any such series:
(a) the rate or rates of dividend, which may be
expressed in terms of a fixed rate or rates or formula or other
method by which such rate or rates shall be calculated or
ascertained from time to time, and the dividend periods,
including the date or dates on which such dividends may be
payable;
(b) the prices at which, and the terms and conditions
on which, shares may be redeemed; and
(c) sinking fund provisions, if any, for the redemption
or purchase of shares;
subject, however, to such restrictions as are, or may be, from
time to time provided by law or contained in the Articles of
Incorporation of the corporation or amendments thereto.
(2) The holders of the Cumulative Preferred Stock from time
to time outstanding shall be entitled to receive, in respect of
each share held, dividends upon the par value thereof at the rate
or rates applicable thereto, payable quarter-yearly on March 31,
June 30, September 30 and December 31 in each year, or on such
other dates in each year, or payable for such other dividend
periods and on such dates, as may be fixed by the Board of
Directors of the corporation or provided in the Articles of
Incorporation, but only when and as declared by the Board of
21
Directors out of surplus or net profits of the corporation
available for the payment of dividends. Such dividends shall be
cumulative in respect of each share from (and including) the date
of issue thereof, and shall be paid, or declared and set apart
for payment, before any dividend shall be declared or paid on or
set apart for the Common Stock, so that, if for any past or
current period dividends on the Cumulative Preferred Stock shall
not have been paid or declared and set apart for payment, the
deficiency shall be fully paid or declared and funds set apart
for the payment thereof before any dividends shall be declared or
paid on or set apart for the Common Stock. The holders of the
Cumulative Preferred Stock shall not be entitled to receive any
dividends thereon except dividends at the applicable rate or
rates. No dividend shall at any time be paid on or set apart for
any share of Cumulative Preferred Stock in respect of a dividend
period unless at the same time there shall be paid on or set
apart, for all shares of Cumulative Preferred Stock and all
shares of Cumulative No Par Preferred Stock then outstanding and
having a dividend period ending on the same date, dividends in
such amount that the holders of all such shares of Cumulative
Preferred Stock and the holders of all such shares of Cumulative
No Par Preferred Stock shall receive or have set apart for them a
uniform percentage of the full annual dividend to which they are,
respectively, entitled and unless all dividends on the Cumulative
Preferred Stock and Cumulative No Par Preferred Stock, for all
preceding dividend periods, shall have been fully paid or
declared and funds set apart for the payment thereof. It shall
be a condition precedent to the declaration by the Board of
Directors and the payment of dividends on the Common Stock, that
all amounts required to be paid or set aside for any sinking fund
for the redemption or purchase of shares of Cumulative Preferred
Stock or Cumulative No Par Preferred Stock of all series then
outstanding, with respect to all preceding sinking fund dates or
periods, shall have been paid or set aside in accordance with the
terms of the shares of such series. No funds shall be paid into
or set aside for any sinking fund for the redemption or purchase
of shares of Cumulative Preferred Stock or Cumulative No Par
Preferred Stock of any series unless all dividends on the
Cumulative Preferred Stock and on the Cumulative No Par Preferred
Stock, for all preceding dividend periods, shall have been fully
paid or declared and funds set apart for the payment thereof. All
shares of Cumulative Preferred Stock, regardless of designation,
shall constitute one class of stock and, excepting only as to the
rate or rates of dividends payable thereon, the dividend periods
and dividend payment dates applicable thereto, the redemption
prices thereof and the sinking fund provisions thereof, shall be
of equal rank and confer equal rights upon the holders thereof.
All shares of Cumulative Preferred Stock bearing the same
distinctive series designation at any time outstanding shall
constitute one series of Cumulative Preferred Stock and all
shares of any one series of Cumulative Preferred Stock shall be
22
alike in all respects. When full cumulative dividends upon the
Cumulative Preferred Stock and the Cumulative No Par Preferred
Stock of all series then outstanding, for all past periods and
for the current period shall have been paid or declared and set
apart for payment, and all amounts required to be paid or set
aside for any sinking fund for the redemption or purchase of
shares of Cumulative Preferred Stock and Cumulative No Par
Preferred Stock of all series then outstanding, with respect to
all preceding sinking fund dates or periods, shall have been paid
or set aside in accordance with the terms of the shares of such
series, the Board of Directors may declare dividends on the
Common Stock of the corporation, subject to the restrictions
hereinafter contained, and not otherwise.
(4) The corporation, on the sole authority of its Board of
Directors, shall have the right at any time or from time to time
to redeem and retire all or part of the Cumulative Preferred
Stock or all or part of the shares of one or more series of
Cumulative Preferred Stock upon and by the payment to the holders
of the shares to be redeemed or upon and by setting aside, as
hereinafter provided, for the benefit of such holders, the
redemption price or prices fixed for the shares to be redeemed,
which (a) in the case of shares of 4% Cumulative Preferred Stock
shall be $101 per share plus accrued dividends to the date of
redemption, (b) in the case of shares of 4.92% Cumulative
Preferred Stock shall be $103.50 per share plus accrued dividends
to the date of redemption, (c) in the case of shares of 4-1/4%
Cumulative Preferred Stock shall be $102 per share plus accrued
dividends to the date of redemption, (d) in the case of shares of
5.16% Cumulative Preferred Stock shall be $102 per share plus
accrued dividends to the date of redemption, (e) in the case of
shares of 4.90% Cumulative Preferred Stock shall be $102 per
share plus accrued dividends to the date of redemption, (f) in
the case of shares of Cumulative Preferred Stock - Auction Series
A shall be as specified in paragraph (9) of this Section A, and
(g) in the case of shares of 6.625% Cumulative Preferred Stock
shall be $100 per share plus accrued dividends to the date of
redemption, provided that none of the shares of 6.625% Cumulative
Preferred Stock may be redeemed prior to October 1, 1998;
provided, however, that, as to the Cumulative Preferred Stock to
be so redeemed, notice of every such redemption shall be given at
such time, in such form and in such manner as may have been
determined and fixed for such stock by the Board of Directors of
the corporation at the time of establishment of such stock or, if
such matters have not been so determined and fixed by the Board
of Directors, not less than thirty (30) days previous to the date
fixed for redemption, notice of the intention of the corporation
to redeem such stock, specifying the designation of the shares to
be redeemed and the date and place of redemption, shall be
deposited in a United States post office or mail box at any place
in the United States addressed to each holder of record of the
23
shares to be redeemed at his address as the same appears upon the
records of the corporation; but in mailing such notice
unintentional omissions or errors in names and addresses shall
not impair the validity of the notice of redemption. In case of
the redemption of less than all the outstanding shares of any
series of the Cumulative Preferred Stock, the shares of such
series to be redeemed shall be chosen by proration (as nearly as
may be without the issue of fractional shares), by lot, or in
such other equitable manner as may be prescribed by resolution of
the Board of Directors. The corporation may deposit with a bank
or trust company, which shall be named in the notice of
redemption, shall be located in the City of Chicago, Illinois, or
in the City of New York, New York, and shall then have capital,
surplus and undivided profits of at least $1,000,000, the
aggregate redemption price of the shares to be redeemed, in a
special account or in trust, as the corporation may determine,
for the payment on or before the redemption date to or upon the
order of the holders of such shares, upon surrender of the
certificates for such shares. Such deposit may, at the option of
the corporation, be upon terms whereby in case the holder of any
shares called for redemption shall not, within ten years after
the date fixed for redemption of such shares, claim the amount on
deposit with any bank or trust company for the payment of the
redemption price of said shares, such bank or trust company shall
on demand pay to or upon the written order of the corporation, or
its successor, the amount so deposited and thereupon such bank or
trust company shall be released from any and all further
liability with respect to the payment of such redemption price
and the holder of said shares shall be entitled to look only to
the corporation or its successor for the payment thereof. Upon
the giving of notice of redemption and upon the deposit of the
redemption price, as aforesaid, or, if no such deposit is made
upon the redemption date (unless the corporation defaults in
making payment of the redemption price as set forth in such
notice), such holders shall cease to be stockholders with respect
to said shares, and from and after the making of said deposit and
the giving of said notice, or, if no such deposit is made, after
the redemption date (the corporation not having defaulted in
making payment of the redemption price as set forth in such
notice), said shares shall no longer be transferable on the books
of the corporation, and said holder shall have no interest in or
claim against the corporation with respect to said shares, but
shall be entitled only to receive on the date fixed for
redemption, the redemption price of the shares, without interest
thereon, from said bank or trust company, if deposited therewith
as aforesaid and not repaid to the corporation, and otherwise
from the corporation, upon surrender of the certificates as
aforesaid.
Nothing herein contained shall limit any legal right of the
corporation to purchase any shares of the Cumulative Preferred
Stock.
24
(5) So long as any shares of Cumulative Preferred Stock of
any series are outstanding, the corporation shall not, without
the affirmative vote of the record holders of two-thirds of the
outstanding shares of Cumulative Preferred Stock of all series,
voting separately as one class:
(a) Amend the provisions of the Articles of
Incorporation so as to create or authorize any stock ranking
prior in any respect to the Cumulative Preferred Stock or
any security convertible into shares of such stock; or issue
any such stock or convertible security; or
(b) Change, by amendment to the Articles of
Incorporation, or otherwise, the terms and provisions of the
Cumulative Preferred Stock so as to affect adversely the
rights and preferences of the holders thereof; provided,
however, that if any such change will affect adversely the
holders of one or more, but less than all, of the series of
Cumulative Preferred Stock at the time outstanding, the
consent only of the holders of at least two-thirds of the
total number of shares of each series so adversely affected
shall be required; or
(c) Issue any shares of the Cumulative Preferred Stock
or shares of any stock ranking on a parity with the
Cumulative Preferred Stock, or any securities convertible
into shares of such stock, other than in exchange for, or
for the purpose of effecting the redemption or other
retirement of, shares of Cumulative Preferred Stock, of any
stock ranking on a parity therewith, or of any such
convertible securities, or any combination thereof, at the
time outstanding, having an aggregate amount of par value
and stated value of not less than the aggregate amount of
par value or stated value of the shares to be issued, or
other than in connection with the conversion of such
convertible securities in accordance with their terms
unless:
(1) The gross income (determined in accordance with
accepted accounting principles) of the corporation
available for the payment of interest charges shall,
for a period of twelve consecutive calendar months
within the fifteen calendar months next preceding the
issue of such shares, have been at least one and
one-half (1-1/2) times the sum of (i) the interest for
one year, adjusted by provision for amortization of
debt discount and expense, or of premium, as the case
may be, on all funded indebtedness and notes payable of
the corporation maturing more than twelve months after
the date of issue of such shares or convertible
25
securities which shall be outstanding at the
date of the issue of such shares or
convertible securities, and (ii) an amount
equal to the dividend requirement for one
year on all shares of Cumulative Preferred
Stock and on all other shares of stock, if
any, ranking prior to or on a parity with the
Cumulative Preferred Stock, which shall be
outstanding after the issue of the shares or
convertible securities proposed to be issued,
(including as outstanding for this purpose
shares of Cumulative Preferred Stock or
shares of such stock issuable on conversion
of any such convertible securities), provided
that for purposes of making the calculation
required by the foregoing provisions of this
subclause (1): (A) the "dividend requirement
for one year" applicable to any series of
Cumulative Preferred Stock or such parity
stock or convertible securities proposed to
be issued which will have dividends
determined according to an adjustable,
floating or variable rate, the dividend rate
used shall be the dividend rate to be
applicable to such series of Cumulative
Preferred Stock or such parity stock or
convertible securities on the date of such
issuance and (B) the "interest for one year"
on funded indebtedness or notes outstanding
and the "dividend requirement for one year"
on any outstanding shares of any series of
Cumulative Preferred Stock or shares of
stock, if any, ranking prior to or on a
parity with the Cumulative Preferred Stock,
or securities convertible into such stock,
and having interest or dividends determined
according to an adjustable, floating or
variable rate, the interest or dividend rate
used shall be the daily weighted average
annual interest or dividend rate applicable
to such security (a) during any consecutive
twelve-month period selected by the
corporation, which period ends within 90 days
prior to the issue of the shares or
convertible securities proposed to be issued
or (b) if the security has been outstanding
for less than twelve full calendar months,
during such shorter period beginning on the
date of issuance of such security and ending
on a date selected by the corporation, which
date is not more than 45 days prior to the
26
issue of the shares or convertible securities
proposed to be issued; provided that if such
security shall have been issued within 45
days prior to the issue of the shares or
convertible securities proposed to be issued,
the interest or dividend rate shall be that
applicable on the date of issuance of such
security; and
(2) The capital represented by the Common Stock plus
the surplus accounts of the corporation shall be not
less than the aggregate amount payable on the
involuntary dissolution, liquidation or winding up of
the corporation, in respect of all shares of Cumulative
Preferred Stock and all shares of stock, if any,
ranking prior thereto or on a parity therewith, which
shall be outstanding after the issue of the shares or
convertible securities proposed to be issued (including
as outstanding for this purpose shares of Cumulative
Preferred Stock or shares of such stock issuable on
conversion of any such convertible securities).
No consent of the holders of Cumulative Preferred Stock
shall be required in respect of any transaction enumerated in
this paragraph (5) if, at or prior to the time when such
transaction is to take effect, provision is made for the
redemption or other retirement of all shares of Cumulative
Preferred Stock at the time outstanding, the consent of which
would otherwise be required hereunder.
B. CUMULATIVE NO PAR PREFERRED STOCK
(1) The authorized shares of Cumulative No Par Preferred
Stock (including all shares of such stock at any time having the
status of authorized and unissued shares of such stock) may be
divided into and issued in one or more series as the Board of
Directors of the corporation shall from time to time authorize.
Each series shall be designated so as to distinguish the shares
thereof from the shares of all other series, and all shares of
the Cumulative No Par Preferred Stock irrespective of series
shall be identical except as to variations between different
series in the relative rights and preferences thereof as
permitted or contemplated by the next succeeding sentence of this
paragraph (1). Authority is hereby expressly vested in the Board
of Directors of the corporation to establish out of the
authorized and unissued shares of Cumulative No Par Preferred
Stock one or more series thereof and to fix and determine the
following relative rights and preferences of the shares of any
such series:
(a) the rate or rates of dividend, which may be
expressed in terms of a fixed rate or rates or formula or
27
other method by which such rate or rates shall be
calculated or ascertained from time to time, and the
dividend periods, including the date or dates on which
such dividends may be payable;
(b) the prices at which, and the terms and conditions
on which, shares of such series may be redeemed;
(c) the amount payable upon shares of such series in
the event of the involuntary liquidation, dissolution or
winding up of the corporation and the amount payable upon
shares of such series in the event of the voluntary
liquidation, dissolution or winding up of the corporation;
(d) sinking fund provisions, if any, for the redemption
or purchase of shares of such series; and
(e) the terms and conditions on which shares of such
series may be converted, if such shares are issued with the
privilege of conversion;
subject, however, to such restrictions as are, or may be, from
time to time provided by law or contained in the Articles of
Incorporation of the corporation or amendments thereto.
Shares of any series of Cumulative No Par Preferred Stock
may be issued for such consideration, not less than the aggregate
preferential amount, other than accrued dividends, payable upon
such shares in the event of the involuntary liquidation,
dissolution or winding up of the corporation, as may be fixed by
the Board of Directors prior to the time of such issuance and,
except as otherwise determined by the Board of Directors in
accordance with the provisions of the law of the State of
Illinois applicable thereto, the entire amount of such
consideration shall constitute stated capital in respect of such
shares.
D. GENERAL PROVISIONS
(2) The term "accrued dividends" shall be deemed to mean, in
respect of any share of Cumulative Preferred Stock or Cumulative
No Par Preferred Stock as of any given date, the amount of divi-
dends payable on such share, computed, at the dividend rate or
rates applicable to such share, from the date on which dividends
thereon became cumulative to and including such given date, less
the aggregate amount of all dividends which have been paid or
which have been declared and set apart for payment on such share.
Accumulations of dividends shall not bear interest.
(4) Except as otherwise expressly set forth in the Articles
of Incorporation of the corporation or as specifically required
28
by law, any amendment to the Articles of Incorporation of the
corporation requiring approval of shareholders shall be adopted
upon receiving the affirmative vote of the holders of a majority
of the outstanding shares entitled to vote on the amendment and a
majority of the outstanding shares of each class or series of
shares, if any, entitled to vote as a class on the amendment.
29