Exhibit 3(i)
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
CENTURYTEL, INC.
(formerly Century Telephone Enterprises, Inc.)
The undersigned Corporation, acting through its President and Secretary
and by authority of its Board of Directors, does hereby certify as of May 6,
1999 that:
FIRST: The Amended and Restated Articles of Incorporation set forth in
Paragraph Fifth below accurately set forth the articles of incorporation of the
Corporation and all amendments thereto in effect on the date hereof, including
the changes made in the manner described in Paragraph Fourth below.
SECOND: All such amendments have been effected in conformity with law.
THIRD: The date of incorporation of the Corporation was April 30, 1968,
and the date of these Amended and Restated Articles of Incorporation is May 6,
1999.
FOURTH: On February 23, 1999, the Board of Directors of the Corporation,
at a duly-convened regular meeting of the Board of Directors, unanimously
adopted resolutions to (i) amend the Corporation's articles of incorporation to
increase the number of authorized shares of the Corporation's common stock and
to change the Corporation's name and (ii) restate the Corporation's articles of
incorporation, in each case in the manner described further below. On May 6,
1999, the shareholders of the Corporation, at a duly-convened annual
shareholders' meeting at which there were present or duly represented a quorum
of the holders of the Corporation's total voting power, adopted resolutions to
amend the Corporation's articles of incorporation as in effect prior to the date
thereof, with each such resolution receiving not less than 146,065,346
affirmative votes, not more than 3,519,491 negative votes and not more than
389,905 votes as to which the shareholders abstained from voting. Pursuant to
these proceedings, the Corporation's articles of incorporation have been
modified to (i) amend Article III(A) to increase the number of authorized shares
of common stock from 175 million to 350 million, (ii) amend Article I to change
the Corporation's name from Century Telephone Enterprises, Inc. to CenturyTel,
Inc., and (iii) restate the articles of incorporation to reflect the
above-described amendments, to delete paragraph F of Article III, which
heretofore set forth the terms of the Corporation's Series K Preferred Stock, to
amend Article III(F)(2) (heretofore numbered Article III(G)(2)) to clarify the
ranking of the Series L Preferred Stock, and to renumber the articles of
incorporation to reflect the deleted sections.
FIFTH: The Amended and Restated Articles of Incorporation of the
Corporation are as follows:
ARTICLE I
Name
The name of this Corporation is CenturyTel, Inc.
ARTICLE II
Purpose
The purpose of the Corporation is to engage in any lawful activity for
which corporations may be formed under the Business Corporation Law of
Louisiana.
ARTICLE III
Capital
A. Authorized Stock. The Corporation shall be authorized to issue an
aggregate of 352 million shares of capital stock, of which 350 million shares
shall be Common Stock, $1.00 par value per share, and two million shares shall
be Preferred Stock, $25.00 par value per share.
B. Preferred Stock. (1) The Preferred Stock may be issued from time to
time in one or more series.
(2) In respect to any series of Preferred Stock, the Board of
Directors is hereby authorized to fix or alter the dividend rights, dividend
rates, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the
liquidation preferences of any wholly unissued series of Preferred Stock,
and the number of shares constituting any such series and the designation
thereof, or any of them; and to increase or decrease the number of shares of
any series subsequent to the issue of shares of that series, but not below the
number of shares of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such decrease shall
resume the status which they had prior to the adoption of the resolution
originally fixing the number of shares of such series. In addition thereto the
Board of Directors shall have such other powers with respect to the Preferred
Stock and any series thereof as shall be permitted by applicable law.
(3) No full dividend for any quarterly dividend period may be
declared or paid on shares of any series of Preferred Stock unless the full
dividend for that period shall be concurrently declared or paid on all serie
of Preferred Stock outstanding in accordance with the terms of each series.
If there are any accumulated dividends accrued or in arrears on any share of any
series of Preferred Stock those dividends shall be paid in full before any full
dividend shall be paid on any other series of Preferred Stock. If less than a
full dividend is to be paid, the amount of the dividend to be distributed shall
be divided among the shares of Preferred Stock for which dividends are accrued
or in arrears in proportion to the aggregate amounts which would be
distributable to those holders of Preferred Stock if full cumulative dividends
had previously been paid thereon in accordance with the terms of each series.
C. Voting Rights. Each share of Common Stock and each outstanding
share of the Series H Preferred Stock ("Voting Preferred Stock") which has been
beneficially owned continuously by the same person since May 30, 1987 will
entitle such person to ten votes with respect to such share on each matter
properly submitted to the shareholders of the Corporation for their vote,
consent, waiver, release or other action when the holders of Common Stock and
voting shares of Preferred Stock vote together with respect to such matter.
(2) (a) For purposes of this paragraph C, a change in beneficial
ownership of a share of the Corporation's stock shall be deemed to have occurred
whenever a change occurs in any person or group of persons who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares voting power, which includes the power to vote, or to
direct the voting of, such share; investment power, which includes the power to
direct the sale or other disposition of such share; the right to receive or
retain the proceeds of any sale or other disposition of such share; or the right
to receive distributions, including cash dividends, in respect to such share.
(b) In the absence of proof to the contrary provided in
accordance with the procedures referred to in subparagraph (4) of this paragraph
C, a change in beneficial ownership shall be deemed to have occurred whenever a
share of stock is transferred of record into the name of any other person.
(c) In the case of a share of Common Stock or Voting Preferred
Stock held of record in the name of a corporation, general partnership, limited
partnership, voting trustee, bank, trust company, broker, nominee or clearing
agency, or in any other name except a natural person, if it has not been
established pursuant to the procedures referred to in subparagraph (4) that such
share was beneficially owned continuously since May 30, 1987 by the person who
possesses all of the attributes of beneficial ownership referred to in clauses
(i) through (iv) of subparagraph (2)(a) of this paragraph C with respect to such
share of Common Stock or Voting Preferred Stock, then such share of Common Stock
or Voting Preferred Stock shall carry with it only one vote regardless of when
record ownership of such share was acquired.
(d) In the case of a share of stock held of record in the name
of any person as trustee, agent, guardian or custodian under the Uniform Gifts
to Minors Act, the Uniform Transfers to Minors Act or any comparable statute as
in effect in any state, a change in beneficial ownership shall be deemed to have
occurred whenever there is a change in the beneficiary of such trust, the
principal of such agent, the ward of such guardian or the minor for whom such
custodian is acting.
(3) Notwithstanding anything in this paragraph C to the contrary,
no change in beneficial ownership shall be deemed to have occurred solely as a
result of:
(a) any event that occurred prior to May 30, 1987, including
contracts providing for options, rights of first refusal and similar
arrangements, in existence on such date to which any holder of shares of stock
is a party;
(b) any transfer of any interest in shares of stock pursuant to
a bequest or inheritance, by operation of law upon the death of any individual,
or by any other transfer without valuable consideration, including a gift that
is made in good faith and not for the purpose of circumventing this paragraph C;
(c) any change in the beneficiary of any trust, or any distri-
bution of a share of stock from trust, by reason of the birth, death, marriage
or divorce of any natural person, the adoption of any natural person prior to
age 18 or the passage of a given period of time or the attainment by any natural
person of a specified age, or the creation or termination of any guardianship or
custodian arrangement; or
(d) any appointment of a successor trustee, agent, guardian or
custodian with respect to a share of stock.
(4) For purposes of this paragraph C, all determinations concerning
changes in beneficial ownership, or the absence of any such change, shall be
made by the Corporation. Written procedures designed to facilitate such
determinations shall be established by the Corporation and refined from time to
time. Such procedures shall provide, among other things, the manner of proof of
facts that will be accepted and the frequency with which such proof may be
required to be renewed. The Corporation and any transfer agent shall be entitled
to rely on all information concerning beneficial ownership of a share of stock
coming to their attention from any source and in any manner reasonably deemed by
them to be reliable, but neither the Corporation nor any transfer agent shall be
charged with any other knowledge concerning the beneficial ownership of a share
of stock.
(5) Each share of Common Stock acquired by reason of any stock
split or dividend shall be deemed to have been beneficially owned by the same
person continuously from the same date as that on which beneficial ownership of
the share of Common Stock, with respect to which such share of Common Stock was
distributed, was acquired.
(6) Each share of Common Stock acquired upon conversion of the
outstanding Series H Preferred Stock of the Corporation ("Convertible Stock")
shall be deemed to have been beneficially owned by the same person continuously
from the date on which such person acquired the Convertible Stock converted into
such share of Common Stock.
(7) Where a holder beneficially owns shares having ten votes per
share and shares having one vote per share, and transfers beneficial ownership
of less than all of the shares held, the shares transferred shall be deemed to
consist, in the absence of evidence to the contrary, of the shares having one
vote per share.
(8) Shares of Common Stock held by the Corporation's employee
benefit plans will be deemed to be beneficially owned by such plans regardless
of how such shares are allocated to or voted by participants, until the shares
are actually distributed to participants.
(9) Each share of Common Stock, whether at any particular time the
holder thereof is entitled to exercise ten votes or one, shall be identical to
all other shares of Common Stock in all other respects.
(10) Each share of Voting Preferred Stock, whether at any
particular time the holder thereof is entitled to exercise ten votes or one,
shall be identical in all other respects to all other shares of Voting Preferred
Stock in the same designated series.
(11) Each share of Common Stock issued by the Corporation in a
business combination transaction shall be deemed to have been beneficially owned
by the person who received such share in the transaction continuously for the
shortest period, as determined in good faith by the Board of Directors, that
would be permitted for the transaction to be accounted for as a pooling of
interests, provided that the Audit Committee of the Board of Directors has made
a good faith determination that such transaction has a bona fide business
purpose, it is in the best interests of the Corporation and its shareholders
that such transaction be accounted for as a pooling of interests under generally
accepted accounting principals and such issuance of Common Stock does not have
the effect of nullifying or materially restricting or disparately reducing the
per share voting rights of holders of an outstanding class or classes of voting
stock of the Corporation. Notwithstanding the foregoing, the Corporation shall
not issue shares in a business combination transaction if such issuance would
result in a violation of any rule or regulation regarding the per share voting
rights of publicly-traded securities that is promulgated by the Securities and
Exchange Commission or the principal exchange upon which the Common Stock is
then listed for trading and nothing herein shall be interpreted to require the
Corporation to account for any business combination transaction in any
particular manner.
D. Non-Assessability; Transfers; Pre-emptive Rights. The stock of
this Corporation shall be fully paid and non-assessable when issued and shall be
personal property. No transfer of such stock shall be binding upon this
Corporation unless such transfer is made in accordance with these Articles and
the by-laws of this Corporation and duly recorded in the books thereof. No
stockholder shall have any pre-emptive right to subscribe to any or all
additions to the stock of this Corporation.
E. Series H Preferred Stock. The Corporation's Preferred Stock, Series
H ("Series H Shares"), shall consist of 20,000 shares of Preferred Stock.
(1) Holders of the outstanding Series H Shares shall be entitled
to one vote per share thereof, voting with holders of shares of Common Stock and
with holders of other voting shares of Preferred Stock as a single class, except
as to those matters on which holders of Preferred Stock or a particular series
thereof are required by applicable law to vote separately; and shall be entitled
to receive, out of any funds legally available therefor, dividends at the rate
of 7% per annum of the part value thereof, and no more, payable in cash
quarterly on the last day of March, June, September, and December in each year,
commencing 1975, when and as declared by the Board of Directors of the
Corporation. Dividends shall accrue on each share of Series H from the date of
its original issuance and shall accrue from day to day, whether or not earned or
declared. Dividends shall be cumulative so that if dividends in respect of any
previously quarterly dividend period at the prescribed rate per annum shall not
have been paid on or declared and set or apart for all Series H Shares at the
time outstanding, the deficiency shall be fully paid on or declared and set
apart for said shares before any dividend or other distribution shall be paid on
or declared or set apart for shares of Common Stock.
(2) In the event of a liquidation, dissolution or winding up of
this Corporation, the holders of Series H Shares shall be entitled to receive,
pro rata with all other holders of Preferred Stock of whatever series, to the
extent available out of the assets of this Corporation, whether such assets are
capital or surplus of any nature, an amount equal to the par value of such
Preferred Stock, and in addition thereto, a further amount equal to the
dividends unpaid and accumulated thereon, to the date that payment is earned or
declared or not, and no more, before any payment shall be made or any assets
distributed to the holders of Common Stock. A consolidation or merger of this
Corporation with or into any other corporation or corporations, or a sale of all
or substantially all of the assets of the Corporation, shall not be deemed to be
a liquidation, dissolution or winding up, within the meaning of this paragraph.
(3) The holders of Series H Shares shall have conversion rights as
follows:
(a) The Series H Shares shall be convertible, at the option of
the respective holders thereof, at the office of the Corporation or any transfer
agent for such shares, into fully paid and non-assessable shares (calculated to
the nearest whole share, fractions of a share being disregarded) of Common Stock
of the Corporation, at the conversion rate of one and twelve thirteenths
(1-12/13ths) shares of Common Stock for each Series H Share converted. Such
conversion rate shall be subject to adjustment from time to time in certain
instances, as hereinafter provided. The Corporation shall make no payment or
adjustment on account of any dividends accrued on the Series H Shares
surrendered for conversion.
(b) Before any holder of Series H Shares shall be entitled to
convert the same in Common Stock, he shall surrender the certificate or
certificates therefor, duly endorsed, at the office of the Corporation or of any
transfer agent for the Series H Shares, and shall give written notice to the
Corporation at such office that he elects to convert the same and shall state in
writing therein the name or names in which he wishes the certificate or
certificates for Common Stock to be issued. The Corporation shall, as soon as
practicable thereafter, issue and deliver at such office to such holder of
Series H Shares, or to his nominee or nominees, certificates for the number of
full shares of Common Stock to which he shall be entitled, as aforesaid. Such
conversion shall be deemed to have been made as of the date of surrender of the
Series H Shares to be converted, and the person or persons entitled to receive
the Common Stock issuable upon such conversion shall be treated for all purposes
as the record holder or holders of that Common Stock on said date.
(c) In case the Corporation shall at any time subdivide the
outstanding shares of Common Stock, or shall issue as a dividend on Common Stock
such number of shares of Common Stock as shall equal 10% or more of the number
of shares of Common Stock outstanding immediately prior to the issuance of such
dividend, the conversion price in effect immediately prior to such subdivision
or the issuance of such dividend shall be proportionately decreased, and in case
the Corporation shall at any time combine the outstanding shares of Common
Stock, the conversion price in effect immediately prior to such combination
shall be proportionately increased, effective at the close of business on the
date of such subdivision, dividend or combination, as the case may be.
(d) No fractional shares of Common Stock shall be issued upon
the conversion of Series H Shares. If any fractional interest in a share of
Common Stock would, except for the provisions of this paragraph (d), be
deliverable upon conversion hereunder, the Corporation shall adjust such
fractional interest by rounding off said fractional interest to the nearest
whole number of shares of Common Stock.
(e) Whenever the conversion is adjusted, as herein provided,
the Corporation shall forthwith maintain at its office and file with the
transfer agents for Series H Shares, if any, a statement signed by the Chairman
of the Board, or the President, or a Vice President of the Corporation, and by
its Treasurer or an Assistant Treasurer, showing in detail the facts requiring
such adjustment and the conversion price after such adjustment. Such transfer
agent shall be under no duty or responsibility with resect to any such statement
except to exhibit the same from time to time to any holder of Series H Shares
desiring an inspection thereof.
(f) In case of any capital reorganization or any reclass-
ification of the capital stock of the Corporation or in case of the
consolidation or merger of the Corporation with or into another corporation or
the conveyance of all or substantially all of the assets of the Corporation to
another corporation, each Series H Share shall thereafter be convertible into
the number of shares of stock or other securities or property to which a holder
of the number of shares of Common Stock of the Corporation deliverable upon
conversion of such Series H Shares would have been entitled upon such
reorganization, reclassification, consolidation, merger or conveyance; and, in
any such case, appropriate adjustment (as determined by the Board of Directors)
shall be made in the application of the provisions herein set forth with respect
to the rights and interests thereafter of the holders of the Series H Shares, to
the end that the provisions set forth herein (including provisions with respect
to changes in and other adjustments of the conversion price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other property thereafter deliverable upon the conversion of the Series H
Shares.
(g) In case:
1. the Corporation shall take a record of the holders
of its Common Stock for the purpose of entitling them to receive a dividend, or
any other distribution, payable otherwise than in cash; or
2. the Corporation shall take a record of the holders of
its Common Stock for the purpose of entitling them to subscribe for or purchase
any shares of stock of any class or to receive any other rights; or
3. of any capital reorganization of the Corporation,
reclassification of the capital stock of the Corporation (other than a
subdivision or combination of its outstanding shares of Common Stock),
consolidation or merger of the Corporation with or into another corporation, or
conveyance of all or substantially all of the assets of the Corporation to
another corporation; or
4. of the voluntary or involuntary dissolution, liqui-
dation or winding up of the Corporation; then, and in any such case, the
Corporation shall cause to be mailed to the holders of record of the outstanding
Series H Shares, at least 10 days prior to the date hereinafter specified, a
notice stating the date on which (i) a record is to be taken for the purpose of
such dividend, distribution, or rights, or (ii) such reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation or
winding up is to take place and the date, if any is to be fixed, as of which
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation or winding up.
(h) The Corporation shall at all times reserve and keep
available, out of its authorized but unissued Common Stock, solely for the
purpose of effecting the conversion of the Series H Shares, the full number of
shares of Common Stock deliverable upon the conversion of all Series H Shares
from time to time outstanding.
(i) The Corporation shall pay any and all issue and other
taxes that may be payable in respect to any issue or delivery of shares of
Common Stock or conversion of Series H Shares pursuant hereto. The Corporation
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of shares of Common Stock in
a name other than that in which the Series H Shares so converted were
registered, and no such issue or delivery shall be made unless and until the
person requesting such issue has paid to the Corporation the amount of any such
tax, or has established, to the satisfaction of the Corporation, that such tax
has been paid.
(j) All certificates of the Series H Shares surrendered for
conversion shall be appropriately cancelled on the books of the Corporation, and
the shares so converted represented by such certificates shall be restored to
the status of authorized but unissued Preferred Stock of the Corporation without
designation as to series.
F. Series L Preferred Stock. The Corporation's 5% Cumulative
Convertible Series L Preferred Stock ("Series L Shares") shall consist of
325,000 shares of Preferred Stock having the preferences, limitations and
relative rights set forth below.
(1) Voting Rights. Holders of the Series L Shares shall be
entitled to cast one vote per share, voting with holders of shares of Common
Stock and with holders of other series of voting preferred stock as a single
class on any matter to come before a meeting of the shareholders, except with
respect to the casting of ballots on those matters as to which holders of
Preferred Stock or a particular series thereof are required by law to vote
separately.
(2) Rank. The Series L Shares shall, with respect to dividend
rights and rights upon liquidation, dissolution and winding up, rank prior to
the Common Stock and pari passu with respect to the Series H Shares. All equity
securities of the Corporation to which the Series L Shares rank prior, whether
with respect to dividends or upon liquidation, dissolution or winding-up or
otherwise, including the Common Stock, are collectively referred to herein as
the "Junior Securities"; all equity securities of the Corporation with which the
Series L Shares rank pari passu, including the Series H Shares, are collectively
referred to herein as the "Parity Securities"; and all other equity securities
of the Corporation (other than any convertible debt securities) to which the
Series L Shares ranks junior are collectively referred to herein as the "Senior
Securities." The preferences, limitations and relative rights of the Series L
Shares shall be subject to the preferences, limitations and relative rights of
the Junior Securities, Parity Securities and Senior Securities issued after the
Series L Shares are issued.
(3) Dividends.
(a) The holders of record of the Series L Shares shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds of the Corporation legally available therefor, an annual cash dividend of
$1.25 on each Series L Share, payable quarterly on each March 31, June 30,
September 30 and December 31 on which any Series L Shares shall be outstanding
(each a "Dividend Due Date"), commencing on the first such date following the
issuance of the Series L Shares. Dividends on each Series L Share shall accrue
and be cumulative from and after the date of issuance of such Series L Share and
dividends payable for any partial quarterly period shall be calculated on the
basis of a year of 360 days consisting of twelve 30-day months. Dividends shall
be payable to the holders of record as they appear on the Corporation's stock
transfer books at the close of business on the record date for such payment,
which the Board of Directors shall fix not more than 60 days or less than 10
days preceding a Dividend Due Date. Holders of the Series L Shares shall not be
entitled to any dividends, whether paid in cash, property or stock, in excess of
the cumulative dividends as provided in this paragraph (a) and shall not be
entitled to any interest thereon.
(b) Unless all cumulative dividends accrued on the Series L
Shares have been or contemporaneously are declared and paid or declared and a
sum set apart sufficient for such payment through the most recent Dividend
Payment Date, then (i) except as provided below, no dividend or other
distribution shall be declared or paid or set apart for payment on any Parity
Securities, (ii) no dividend or other distribution shall be declared or paid or
set aside for payment upon the Junior Securities (other than a dividend or
distribution paid in shares of, or warrants, rights or options exercisable for
or convertible into, Junior Securities) and (iii) no Junior Securities shall be
redeemed, purchased or otherwise acquired for any consideration, nor shall any
monies be paid to or made available for a sinking fund for the redemption of any
Junior Securities, except by conversion of Junior Securities into, or by
exchange of Junior Securities for, other Junior Securities. If any accrued
dividends are not paid or set apart with respect to the Series L Shares and any
Parity Securities, all dividends declared with respect to the Series L Shares
and any Parity Securities shall be declared pro rata on a share-by-share basis
among all Series L Shares and Parity Securities outstanding at the time.
(4) Conversion. Each Series L Share shall be convertible, at any
time, at the option of the holder thereof into that number of fully paid and
nonassessable shares of the Common Stock obtained by dividing $25.00 by the
Conversion Price then in effect under the terms of this subsection (4). Unless
and until changed in accordance with the terms of this subsection (4), the
Conversion Price shall be $41.25. In order for a holder of the Series L Shares
to effect such conversion, the holder shall deliver to KeyCorp Shareholder
Services, Inc., Dallas, Texas, or such other agent as may be designated by the
Board of Directors as the transfer agent for the Series L Shares (the "Transfer
Agent"), the certificates representing such shares in accordance with paragraph
(b) below accompanied by written notice jointly addressed to the Corporation and
the Transfer Agent that the holder thereof elects to convert such shares or a
specified portion thereof. Each conversion shall be deemed to have been effected
immediately prior to the close of business on the date on which the certificates
representing the Series L Shares being converted shall have been delivered to
the Transfer Agent in accordance with each term and condition of paragraph (b)
below, accompanied by the written notice jointly addressed to the Corporation
and the Transfer Agent of such conversion (the "Conversion Date"), and the
person or persons in whose names any certificate or certificates for shares of
Common Stock shall be issuable upon such conversion shall be deemed to have
become the holder or holders of record of the Common Stock represented thereby
at such time. As of the close of business on the Conversion Date, the Series L
Shares shall be deemed to cease to be outstanding and all rights of any holder
thereof shall be extinguished except for the rights arising under the Common
Stock issued in exchange therefor and the right to receive accrued and unpaid
dividends on such Series L Shares through the Conversion Date on the terms
specified in paragraph (c) below.
(b) In connection with surrendering to the Transfer Agent the
certificates representing (or formerly representing) Series L Shares, the holder
shall furnish the Transfer Agent with transfer instruments satisfactory to the
Corporation and sufficient to transfer the Series L Shares being converted to
the Corporation free of any adverse interest or claims. As promptly as
practicable after the surrender of the Series L Shares in accordance with this
paragraph and any other requirement under this subsection (4), the Corporation,
acting directly or through the Transfer Agent, shall issue and deliver to such
holder certificates for the number of whole shares of Common Stock issuable upon
the conversion of such shares in accordance with the provisions hereof (along
with any interest payment specified in paragraph (a) above and any cash payment
in lieu of fractional shares specified in paragraph (d) below). Certificates
will be issued for the balance of any remaining Series L Shares in any case in
which fewer than all of the Series L Shares are converted. Any conversion under
paragraph (a) shall be effected at the Conversion Price in effect on the
Conversion Date.
(c) If the Conversion Date with respect to any Series L
Share occurs after any record date with respect to the payment of a dividend on
the Series L Shares (the "Dividend Record Date") and on or prior to the Dividend
Due Date, then (i) the dividend due on such Dividend Due Date shall be payable
to the holder of record of such share as of the Dividend Record Date and (ii)
the dividend that accrues from the close of business on the Dividend Record Date
through the Conversion Date shall be payable to the holder of record of such
share as of the Conversion Date. Except as provided in this subsection (4), no
payment or adjustment shall be made upon any conversion on account of any
dividends accrued on Series L Shares surrendered for conversion or on account of
any dividends on the Common Stock issued upon conversion.
(d) No fractional interest in a share of Common Stock shall
be issued by the Corporation upon the conversion of any Series L Share. In lieu
of any such fractional interest, the holder that would otherwise be entitled to
such fractional interest shall receive a cash payment (computed to the nearest
cent) equal to such fraction multiplied by the market value of a share of Common
Stock, which shall be deemed to equal the last reported per share sale price of
Common Stock on the New York Stock Exchange ("NYSE") (or, if the Common Stock is
not then traded on the NYSE, the last reported per share sale price on such
other national securities exchange on which the Common Stock is listed or
admitted to trading or, if not then listed or admitted to trading on any
national securities exchange, the last quoted bid price in the over-the-counter
market as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ"), or any similar system of automated
dissemination of securities prices) on the trading day immediately prior to the
Conversion Date.
(e) The Conversion Price shall be adjusted from time to time
as follows:
1. If the Corporation effects any (i) dividend or other
distribution upon or in redemption of the Common Stock payable in the form of
shares of capital stock of the Corporation or any of its subsidiaries or in the
form of any other property (other than cash dividends paid in the ordinary
course), (ii) combination of outstanding shares of Common Stock into a smaller
number of shares of Common Stock, (iii) split or other subdivision of
outstanding shares of Common Stock into a larger number of shares of Common
Stock, or (iv) reorganization, exchange or reclassification of Common Stock, or
any consolidation or merger of the Corporation with another corporation, or the
sale of all or substantially all of its assets to another corporation, or any
other transaction effected in a manner such that holders of outstanding Common
Stock shall be entitled to receive (either directly, or upon subsequent
liquidation) stock, securities or other property with respect to or in exchange
for Common Stock (a "Diluting Event"), then as a condition of such Diluting
Event, lawful, appropriate, equitable and adequate adjustments shall be made to
the Conversion Price whereby the holders of the Series L Shares shall thereafter
be entitled to receive (under the same terms otherwise applicable to their
receipt of the Common Stock upon conversion of the Series L Shares), in lieu of
or in addition to, as the case may be, the number of shares of Common Stock
issuable under this subsection (4), such shares of stock, securities or other
property as may be issued or payable with respect to or in exchange for that
number of shares of Common Stock to which such holders of Series L Shares were
so entitled under this subsection (4), and in any such case appropriate,
equitable and adequate adjustments shall also be made to such resulting
consideration in like manner in connection with any subsequent Diluting Events.
It is the intention of the parties that the foregoing shall have the effect of
entitling such holders of Series L Shares to receive upon the due exercise of
their conversion rights under this subsection (4) such stock, securities and
other property (other than cash dividends paid in the ordinary course) as such
holders would have received had they held the Common Stock issuable under this
subsection (4) (or any replacement or additional stock, securities or property,
as applicable) on the record date of such Diluting Event.
2. No adjustment in the Conversion Price shall be
required unless such adjustment would require an increase or decrease of at
least 5% of such price.
3. Whenever the Conversion Price is adjusted as herein
provided, the Corporation shall promptly deliver to the Transfer Agent an
officer's certificate setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment,
which certificate shall constitute conclusive evidence, absent manifest error,
of the correctness of such adjustment. Promptly after delivery of such
certificate, the Corporation shall prepare and mail a notice to each holder of
Series L Shares at each such holder's last address as the same appears on the
books of the Corporation, which notice shall set forth the Conversion Price and
a brief statement of the facts requiring the adjustment. The failure of the
Corporation to take any such action shall not invalidate any corporate action by
the Corporation.
(f) The Corporation covenants that (A) all shares of Common
Stock that may be issued upon conversions of Series L Shares will upon issue be
duly and validly issued, fully paid and nonassessable, and free of all liens,
charges or preemptive rights, and (B) it will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued shares of Common Stock or its issued shares of Common Stock held in
its treasury, or both, for the purpose of effecting conversions of Series L
Shares, the whole number of shares of Common Stock deliverable upon the
conversion of all outstanding Series L Shares not theretofore converted.
(5) Liquidation Preference. (a) Upon any voluntary or involuntary
dissolution,liquidation, or winding up of the Corporation (for the purposes of
this subsection (5), a "Liquidation"), the holder of each Series L Share then
outstanding shall be entitled to be paid out of the assets of the Corporation
available for distribution to its shareholders, an amount equal to $25 per share
plus all dividends (whether or not declared or due) accrued and unpaid on such
share on the date fixed for the distribution of assets of the Corporation to the
holders of Series L Shares. With respect to the distribution of the
Corporation's assets upon a Liquidation, the Series L Shares shall rank prior to
Junior Securities, pari passu with the Parity Securities and junior to the
Senior Securities.
(b) If upon any Liquidation of the Corporation, the assets
available for distribution to the holders of Series L Shares and any Parity
Securities then outstanding shall be insufficient to pay in full the liquidation
distributions to the holders of outstanding Series L Shares and Parity
Securities in accordance with the terms of these Articles of Incorporation, then
the holders of such shares shall share ratably in such distribution of assets in
accordance with the amount that would be payable on such distribution if the
amounts to which the holders of the Series L Shares and Parity Securities are
entitled were paid in full.
(c) Neither the voluntary sale, conveyance, lease, pledge,
exchange or transfer of all or substantially all the property or assets of the
Corporation, the merger or consolidation of the Corporation into or with any
other corporation, the merger of any other corporation into the Corporation, a
share exchange with any other corporation, nor any purchase or redemption of
some or all of the shares of any class or series of stock of the Corporation,
shall be deemed to be a Liquidation of the Corporation for the purposes of this
subsection (5) (unless in connection therewith the Liquidation of the
Corporation is specifically approved).
(d) The holder of any Series L Shares shall not be entitled to
receive any payment owed for such shares under this subsection (5) until such
holder shall cause to be delivered to the Corporation the certificate or
certificates representing such Series L Shares and transfer instruments
satisfactory to the Corporation and sufficient to transfer such Series L Shares
to the Corporation free of any adverse interest. No interest shall accrue on any
payment upon Liquidation after the due date thereof.
(e) After payment of the full amount of the liquidating
distribution to which they are entitled, the holders of Series L Shares will not
be entitled to any further participation in any distribution of assets by the
Corporation.
(6) Preemptive Rights. The Series L Shares is not entitled to any
preemptive or subscription rights in respect of any securities of the
Corporation.
G. Series BB Preference Stock. The Corporation's Series BB Parti-
cipating Cumulative Preference Stock shall consist of 1,000,000 shares of
Preferred Stock having the preferences, limitations and relative rights set
forth below. Such number of shares may be increased or decreased by resolution
of the Board of Directors; provided, however, that no decrease shall reduce the
number of shares of Series BB Participating Cumulative Preference Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options or rights or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series BB Participating Cumulative Preference Stock.
(1) The holders of Series BB Participating Cumulative Preference
Stock shall have the following dividend rights.
(a) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and superior to
the Series BB Participating Cumulative Preference Stock with respect to
dividends, the holders of shares of Series BB Participating Cumulative
Preference Stock shall be entitled to receive, when, as and if declared by the
Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the fifteenth day of March, June, September and
December in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first issuance of a share or fraction of a share of Series BB
Participating Cumulative Preference Stock, in an amount per share (rounded to
the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the
provision for adjustment hereinafter set forth, 100 times the aggregate per
share amount of all cash dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock, par value $1.00 per share, of the Corporation (the "Common Stock")
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series BB Participating Cumulative
Preference Stock. In the event the Corporation shall at any time after August
27, 1996 (the "Right Declaration Date") (i) declare or pay any dividend on
Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount to which holders of shares
of Series BB Participating Cumulative Preference Stock were entitled immediately
prior to such event under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(b) The Corporation shall declare a dividend or distribution
on the Series BB Participating Cumulative Preference Stock as provided in
paragraph (a) above immediately after it declares a dividend or distribution on
the Common Stock (other than a dividend payable in shares of Common Stock);
provided that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of
$10.00 per share on the Series BB Participating Cumulative Preference Stock
shall nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.
(c) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series BB Participating Cumulative Preference Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of such
shares of Series BB Participating Cumulative Preference Stock, unless the date
of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends of such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series BB Participating Cumulative
Preference Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series BB Participating Cumulative Preference Stock in an amount less
than the total amount of such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series BB Participating Cumulative
Preference Stock entitled to receive payment of a dividend or distribution
declared thereon, which record date shall be no more than 45 days prior to the
date fixed for the payment thereof.
(2) In addition to any voting rights otherwise required by law,
the holders of shares of Series BB Participating Cumulative Preference Stock
shall have the following voting rights:
(a) Subject to the provision for adjustment hereinafter set
forth, each share of Series BB Participating Cumulative Preference Stock shall
entitle the holder thereof to 100 votes on all matters submitted to a vote of
the shareholders of the Corporation. In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare or pay any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the number of votes per share to which holders of
shares of Series BB Participating Preference Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(b) Except as otherwise provided in the Corporation's
Articles of Incorporation or by law, the holders of shares of Series BB
Participating Cumulative Preference Stock and the holders of shares of Common
Stock shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.
(c) (i) If at any time dividends on any Series BB
Participating Cumulative Preference Stock shall be in arrears in an amount equal
to six quarterly dividends thereon, the occurrence of such contingency shall
mark the beginning of a period (herein called a "default period") which shall
extend until such time when all accrued and unpaid dividends for all previous
quarterly dividend periods and for the current quarterly dividend period on all
shares of Series BB Participating Cumulative Preference Stock then outstanding
shall have been declared and paid or set apart for payment. During each default
period, all holders of Preferred Stock (including holders of the Series BB
Participating Cumulative Preference Stock) with dividends in arrears in an
amount equal to six quarterly dividends thereon, voting as a class, irrespective
of series, shall have the right to elect two Directors.
(ii) During any default period, such voting right
of the holders of Series BB Participating Cumulative Preference Stock may be
exercised initially at a special meeting called pursuant to subparagraph (iii)
of this Section 2(c) or at any annual meeting of shareholders, and thereafter at
annual meetings of shareholders, provided that neither such voting right nor the
right of the holders of any other series of Preferred Stock, if any, to
increase, in certain cases, the authorized number of Directors shall be
exercised unless the holders of 10% in number of shares of Preferred Stock
outstanding shall be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the holders of
Preferred Stock of such voting right. At any meeting at which the holders of
Preferred Stock shall exercise such voting right initially during an existing
default period, they shall have the right, voting as a class, to elect Directors
to fill such vacancies, if any, in the Board of Directors as may then exist up
to two Directors or, if such right is exercised at an annual meeting, to elect
two Directors. If the number which may be so elected at any special meeting does
not amount to the required number, the holders of the Preferred Stock shall have
the right to make such increase in the number of Directors as shall be necessary
to permit the election by them of the required number. After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series BB Participating
Cumulative Preference Stock.
(iii) Unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their right to
elect Directors, the Board of Directors may order, or any shareholder or
shareholders owning in the aggregate not less than 10% of the total number of
shares of Preferred Stock outstanding, irrespective of series, may request, the
calling of a special meeting of the holders of Preferred Stock, which meeting
shall thereupon be called by the Chairman of the Board, the Chief Executive
Officer, the President, a Vice-President or the Secretary of the Corporation.
Notice of such meeting and of any annual meeting at which holders of Preferred
Stock are entitled to vote pursuant to this paragraph (c)(iii) shall be given to
each holder of record of Preferred Stock by mailing a copy of such notice to the
holder the last address appearing on the books of the Corporation. Such meeting
shall be called for a time not earlier than 20 days and not later than 60 days
after such order or request or in default of the calling of such meeting within
60 days after such order or request, such meeting may be called on similar
notice by any shareholder or shareholders owning in the aggregate not less than
10% of the total number of shares of Preferred Stock outstanding.
Notwithstanding the provisions of this paragraph (c)(iii), no such special
meeting shall be called during the period within 60 days immediately preceding
the date fixed for the next annual meeting of the shareholders.
(iv) In any default period, the holders of Common
Stock, and other classes of stock of the Corporation, if applicable, shall
continue to be entitled to elect the whole number of Directors until the holders
of Preferred Stock shall have exercised their right to elect two Directors
voting as a class, after the exercise of which right (x) the Directors so
elected by the holders of Preferred Stock shall continue in office until their
successors shall have been elected by such holders or until the expiration of
the default period, and (y) any vacancy in the Board of Directors may (except as
provided in paragraph (c)(ii) of this Section 2) be filled by vote of a majority
of the remaining Directors theretofore elected by the holders of the class of
stock which elected the Director whose office shall have become vacant.
References in this paragraph (c) to Directors elected by the holders of a
particular class of stock shall include Directors elected by such Directors to
fill vacancies as provided in clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a class to elect
Directors shall cease, (y) the term of any Directors elected by the holders of
Preferred Stock as a class shall terminate, and (z) the number of Directors
shall be such number as may be provided for in the Corporation's Articles of
Incorporation or By-laws irrespective of any increase made pursuant to the
provisions of paragraph (c)(ii) of this Section 2 (such number being subject,
however, to change thereafter in any manner provided by law or in the
Corporation's Articles of Incorporation or By-laws). Any vacancies in the Board
of Directors effected by the provisions of clauses (y) and (z) in the preceding
sentence may be filled by a majority of the remaining Directors.
(d) Except as set forth herein, holders of Series BB
Participating Cumulative Preference Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any
corporate action.
(3) Any shares of Series BB Participating Cumulative Preference
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or resolutions of the
shareholders or the Board of Directors, subject to the conditions and
restrictions on issuance set forth in the Corporation's Articles of
Incorporation.
(4) The Corporation shall abide by the following restrictions:
(a) Whenever quarterly dividends or other dividends or
distributions payable on the Series BB Participating Cumulative Preference Stock
as provided for in Section 1 are in arrears or the Corporation shall be in
default in payment thereof, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of Series BB
Participating Cumulative Preference Stock outstanding shall have been paid or
set aside for payment in full, and in addition to any and all other rights which
any holder of shares of Series BB Participating Cumulative Preference Stock may
have in such circumstances, the Corporation shall not:
1. declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series BB Participating
Cumulative Preference Stock;
2. declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series BB
Participating Cumulative Preference Stock, unless dividends are paid ratably on
the Series BB Participating Cumulative Preference Stock and all such parity
stock on which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;
3. redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series BB Participating
Cumulative Preference Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series BB
Participating Cumulative Preference Stock; or
4. redeem or purchase or otherwise acquire for
consideration any shares of Series BB Participating Cumulative Preference Stock,
or any shares of stock ranking on a parity with the Series BB Participating
Cumulative Preference Stock (either as to dividends or upon liquidation,
dissolution or winding up), except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective series and classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.
(b) The Corporation shall not permit any subsidiary of
the Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
(5) Upon any liquidation, dissolution or winding up of the
Corporation, the holders of Series BB Participating Cumulative Preference Stock
shall have the following rights.
(a) Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, no distribution shall be made to
the holders of shares of stock ranking (either as to dividends or upon
liquidation, dissolution or winding up) junior to the Series BB Participating
Cumulative Preference Stock unless, prior thereto, the holders of shares of
Series BB Participating Cumulative Preference Stock shall have received $100 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment (the "Series BB
Liquidation Preference"). Following the payment of the full amount of the Series
BB Liquidation Preference, no additional distributions shall be made to the
holders of shares of Series BB Participating Cumulative Preference Stock unless,
prior thereto, the holders of shares of Common Stock shall have received an
amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series BB Liquidation Preference by (ii) 100 (as appropriately
adjusted as set forth in subparagraph (c) below to reflect such events as stock
splits, stock dividends and recapitalizations with respect to the Common Stock)
(such number in clause (ii), the "Adjustment Number"). Following the payment of
the full amount of the Series BB Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series BB Participating
Cumulative Preference Stock and Common Stock, respectively, holders of Series BB
Participating Cumulative Preference Stock and holders of shares of Common Stock
shall receive their ratable and proportionate share of the remaining assets to
be distributed in the ratio of the Adjustment Number to 1 with respect to such
Cumulative Preference Stock and Common Stock, on a per share basis,
respectively.
(b) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series BB Liquidation
Preference and the liquidation preferences of all other series of Cumulative
Preference Stock, if any, which rank on a parity with the Series BB
Participating Cumulative Preference Stock, then such remaining assets shall be
distributed ratably to the holders of such parity shares in proportion to their
respective liquidation preferences. In the event, however, that there are not
sufficient assets available to permit payment in full of the Common Adjustment
then such remaining assets shall be distributed ratably to the holders of Common
Stock.
(c) In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.
(6) In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or converted into other stock or securities, cash and/or any other
property, then in any such case the shares of Series BB Participating Cumulative
Preference Stock shall at the same time be similarly exchanged or converted in
an amount per share (subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into which or for
which each share of Common Stock is converted or exchanged. In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare or
pay any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or conversion of
shares of Series BB Participating Cumulative Preference Stock shall be adjusted
by multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(7) The shares of Series BB Participating Cumulative Preference
Stock shall not be redeemable.
(8) The Articles of Incorporation of the Corporation shall not
be further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series BB Participating Cumulative
Preference Stock so as to affect them adversely without the affirmative vote of
the holders of at least two-thirds of the outstanding shares of Series BB
Participating Cumulative Preference Stock, voting separately as a class.
(9) Series BB Participating Cumulative Preference Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series BB Participating Cumulative Preference Stock.
ARTICLE IV
Directors
A. Number of Directors. The business and affairs of this Corporation
shall be managed under the direction of the Board of Directors. The number of
directors comprising the Board of Directors of this Corporation (exclusive of
directors who may be elected by the holders of any one or more series of
Preferred Stock voting separately) shall be 14 unless otherwise determined from
time to time by resolution adopted by the affirmative votes of both (i) 80% of
the directors then in office and (ii) a majority of the Continuing Directors (as
defined in Article V(D)), voting as a separate group, provided, however, that no
decrease in the number of directors shall shorten the term of any incumbent
director.
B. Classification. The Board of Directors, other than those who may
be elected by the holders of any one or more series of Preferred Stock voting
separately, shall be divided, with respect to the time during which they shall
hold office, into three classes, designated Class I, II and III, as nearly equal
in number as possible. Any increase or decrease in the number of directors shall
be apportioned by the Board of Directors so that all classes of directors shall
be as nearly equal in number as possible. At each annual meeting of
shareholders, directors chosen to succeed those whose terms then expire shall be
elected to hold office for a term expiring at the annual meeting of shareholders
held in the third year following the year of their election and until their
successors are duly elected and qualified.
C. Vacancies. Except as provided in Article IV (G) hereof, any
vacancy on the Board (including any vacancy resulting from an increase in the
authorized number of directors or from a failure of the shareholders to elect
the full number of authorized directors) may, notwithstanding any resulting
absence of a quorum of directors, be filled only by the Board of Directors,
acting by vote of both (i) a majority of the directors then in office and (ii) a
majority of all the Continuing Directors, voting as a separate group, and any
director so appointed shall serve until the next shareholders' meeting held for
the election of directors of the class to which he shall have been appointed and
until his successor is duly elected and qualified.
D. Removal. Subject to Article IV (G) hereof and notwithstanding
any other provisions of these Articles or the Bylaws of this Corporation, any
director or the entire Board of Directors may be removed at any time, but only
for cause, by the affirmative vote at a meeting of shareholders called for such
purpose of the holders of both (i) a majority of the Total Voting Power (as
defined in Article V(D) hereof) entitled to be cast by the holders of Voting
Stock (as defined in Article V(D) hereof), voting together as a single class,
and (ii) a majority of the Total Voting Power entitled to be cast by the
Independent Shareholders (as defined in Article V(D) hereof), voting as a
separate group. At the same meeting in which the shareholders remove one or more
directors, a successor or successors may be elected for the unexpired term of
the director or directors removed. Except as set forth in this Article,
directors shall not be subject to removal.
E. Tender Offers and Other Extraordinary Transactions. In connection
with the exercise of its judgment in determining what is in the best interest of
the Corporation and its stockholders when evaluating a Business Combination (as
defined in Article V(D) hereof) or a tender or exchange offer or a proposal by
another Person or Persons to make a tender or exchange offer, the Board of
Directors of the Corporation shall consider, in addition to the adequacy of the
amount to be paid in connection with any such transaction, all of the following
factors and any other factors which it deems relevant: (i) the social and
economic effects of the transaction on the Corporation and its subsidiaries, and
their respective employees, customers, creditors and other elements of the
communities in which they operate or are located, (ii) the business and
financial condition and earnings prospects of the acquiring Person or Persons,
including, but not limited to, debt service and other existing or likely
financial obligations of the acquiring Person or Persons, and the possible
effect of such conditions upon the Corporation and its Subsidiaries and the
other elements of the communities in which the Corporation and its subsidiaries
operate or are located, and (iii) the competence, experience and integrity of
the acquiring Person or Persons and its or their management.
F. Board Qualifications. (1) Except as otherwise provided in Article
IV(G) hereof, no person shall be eligible for nomination, election or service
as a director of the Corporation who shall:
(a) in the opinion of the Board of Directors fail to respond
satisfactorily to the Corporation respecting any inquiry of the Corporation for
information to enable the Corporation to make any certification required by the
Federal Communications Commission under the Anti-Drug Abuse Act of 1988 or to
determine the eligibility of such person under this Article;
(b) have been arrested or convicted of any offense concerning
the distribution or possession of, or trafficking in, drugs or other controlled
substances, provided that in the case of an arrest the Board of Directors may in
its discretion determine that notwithstanding such arrest such persons shall
remain eligible under this Article; or
(c) have engaged in actions that could lead to such an arrest
or conviction and that the Board of Directors determines would make it unwise
for such person to serve as a director of the Corporation.
(2) Any person serving as a director of the Corporation shall
automatically cease to be a director on such date as he ceases to have the
qualifications set forth in paragraph (1) above, and his position shall be
considered vacant within the meaning of Article IV(C) hereof.
G. Directors Elected by Preferred Shareholders. Notwithstanding
anything in these Articles of Incorporation to the contrary, whenever the
holders of any one or more series of Preferred Stock shall have the right,
voting separately as a class, to elect one or more directors of the Corporation,
the provisions of these Articles of Incorporation (as they may be duly amended
from time to time) fixing the rights and preferences of such Preferred Stock
shall govern with respect to the nomination, election, term, removal, vacancies
or other related matters with respect to such directors.
ARTICLE V
Certain Business Combinations
A. Vote Required in Business Combinations. No Business Combination may
be effected unless all of the following conditions have been fulfilled:
(1) In addition to any vote otherwise required by law or these
Articles, the proposal to effect a Business Combination shall have been approved
by (i) a majority of the directors then in office and a majority of the
Continuing Directors and (ii) by the affirmative votes of both of the following:
(a) 80% of the Total Voting Power entitled to be cast by
holders of outstanding shares of Voting Stock of this Corporation, voting as a
separate voting group; and
(b) Two-thirds of the Total Voting Power entitled to be cast
by the Independent Stockholders present or duly represented at a meeting,
voting as a separate voting group.
(2) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the Securities
Exchange Act of 1934, as amended (the "Act"), and the rules and regulations
thereunder (or any subsequent provisions replacing the Act, rules or regulations
as a whole or in part) is mailed to all shareholders of the Corporation at least
30 days prior to the consummation of such Business Combination (regardless of
whether such proxy or information statement is required pursuant to the Act or
subsequent provisions).
B. Nonapplicability of Voting Requirements. The vote required by
Paragraph A of this Article does not apply to a Business Combination if all
conditions specified in either of paragraphs 1 or 2 below are met:
(1) The proposed Business Combination is approved prior to the time
the Related Person involved in the proposed transaction became a Related Person
by the affirmative votes of both a majority of the directors then in office and
a majority of the Continuing Directors, voting as a separate group.
(2) All of the following five conditions have been met:
(a) The aggregate amount of the cash and the Market Value on
the Valuation Date of consideration other than cash to be received per share by
all holders of Common Stock in such Business Combination is at least equal to
the highest of the following:
1. the highest per share price, including any brokerage
commissions, transfer taxes and soliciting dealers' fees, paid by or on behalf
of the Related Person for any shares of Common Stock of the same class or series
acquired by it within the two-year period immediately prior to the Announcement
Date or in the transaction in which it became a Related Person, whichever is
higher;
2. The Market Value per share of Common Stock of the
same class or series on the Announcement Date or on the Determination Date,
whichever is higher; or
3. The price per share equal to the Market Value per
share of Common Stock of the same class or series determined pursuant to clause
(2) immediately preceding, multiplied by the fraction of the highest per share
price, including any brokerage commissions, transfer taxes and soliciting
dealers' fees, paid by or for the Related Person for any shares of Common Stock
of the same class or series acquired by it within the two-year period
immediately prior to the Announcement Date, over the Market Value per share of
Common Stock of the same class or series on the first day in such two-year
period on which the Related Person acquired any shares of Common Stock.
(b) The aggregate amount of the cash and the Market Value as
of the Valuation Date of consideration other than cash to be received per share
by holders of shares of any class or series of outstanding stock other than
Common Stock is at least equal to the highest of the following, whether or not
the Related Person has previously acquired any shares of a particular class or
series of stock:
1. The highest per share price, including any brokerage
commissions, transfer taxes and soliciting dealers' fees, paid by or for the
Related Person for any shares of such class of stock acquired by it within the
two-year period immediately prior to the Announcement Date or in the transaction
in which it became a Related Person, whichever is higher;
2. The highest preferential amount per share to which
the holders of shares of such class of stock are entitled in the event of any
voluntary or involuntary liquidation, dissolution or winding up of this
Corporation;
3. The Market Value per share of such class of stock on
the Announcement Date or on the Determination Date, whichever is higher; or
4. The price per share equal to the Market Value per
share of such class of stock determined pursuant to clause (3) immediately
preceding, multiplied by the fraction of the highest per share price, including
any brokerage commissions, transfer taxes and soliciting dealers' fees, paid by
or for the Related Person for any shares of any class of Voting Stock acquired
by it within the two-year period immediately prior to the Announcement Date,
over the Market Value per share of the same class of Voting Stock on the first
day in such two-year period on which the Related Person acquired any shares of
the same class of Voting Stock.
(c) The consideration to be received by holders of any class
or series of outstanding stock is to be in cash or in the same form as the
Related Person has previously paid for shares of the same class or series of
stock. If the Related Person has paid for shares of any class of stock with
varying forms of consideration, the form of consideration for such class of
stock shall be either cash or the form used to acquire the largest number of
shares of such class or series of stock previously acquired by it.
(d) After the Related Person has become a Related Person an
prior to the consummation of such Business Combination:
1. There shall have been no failure to declare and pay
at the regular date therefor any full periodic dividends,
cumulative or not, on any outstanding Preferred Stock of
this Corporation;
2. There shall have been no reduction in the annual rate
of dividends paid on any class or series of stock of this
Corporation that is not Preferred Stock except as necessary to
reflect any subdivision of the stock, and no failure to increase
the annual rate of dividends as necessary to reflect any
reclassification, including any reverse stock split,
recapitalization, reorganization, or any similar transaction
which has the effect of reducing the number of outstanding shares
of the stock; and
3. The Related Person did not become the Beneficial Owner
of any additional shares of stock of this Corporation except
as part of the transaction which resulted in such Related Person
becoming a Related Person or by virtue of proportionate stock
splits or stock dividends.
The provisions of clause (1) and (2) immediately preceding shall not apply if no
Related Person or an Affiliate or Associate of the Related Person voted as a
director of this Corporation in a manner inconsistent with such clauses and the
Related Person, within ten days after any act or failure to act inconsistent
with such clauses, notifies the Board of Directors of this Corporation in
writing that the Related Person disapproves thereof and requests in good faith
that the Board of Directors rectify such act or failure to act.
(e) After the Related Person has become a Related Person, the
Related Person may not have received the benefit, directly or indirectly, except
proportionately as a shareholder, of any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or other tax advantages provided
by this Corporation or any of its Subsidiaries, whether in anticipation of or in
connection with such Business Combination or otherwise.
C. Alternative Shareholder Vote for Business Combinations. In the event
the conditions set forth in Subparagraph (B)(1) or (B)(2) have been met, the
affirmative vote required of shareholders in order to approve the proposed
Business Combination shall be 66-2/3% of the Total Voting Power present or duly
represented at the meeting called for such purpose.
D. Definitions. The following terms, for all purposes of these
Articles or the By-laws of this Corporation, shall have the following meaning:
(1) An "Affiliate" of, or a person "affiliated with," a
specified person means a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.
(2) "Announcement Date" means the first general public announcement
of the proposal or intention to make a proposal of the Business Combination or
its first communication generally to shareholders of this Corporation, whichever
is earlier.
(3) "Associate," when used to indicate a relationship with any
person, means any of the following:
(a) Any corporation or organization, other than this
Corporation, of which such person is an officer, director or partner or
is, directly or indirectly, the Beneficial Owner of 10% or more of any
class of Equity Securities.
(b) Any trust or other estate in which such person has a
substantial beneficial interest or as to which such person serves as
trustee or in a similar fiduciary capacity.
(c) Any relative or spouse of such person, or any relative
of such spouse, who has the same home as such person.
(d) Any investment company registered under the Investment
Company Act of 1940 for which such person serves as investment advisor.
(4) A person shall be deemed to be the "Beneficial Owner" of any
shares of capital stock (regardless whether owned of record):
(a) Which that person or any of its Affiliates or Associates,
directly or indirectly, owns beneficially;
(b) Which such person or any of its Affiliates or Associates
has (i) the right to acquire (whether exercisable immediately or only
after the passage of time)pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii)the right to vote pursuant to
any agreement, arrangement or understanding; or
(c) Which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any shares of voting
capital stock of the corporation or any of its subsidiaries.
(5) "Business Combination" means any of the following transactions,
when entered into by the Corporation or a Subsidiary with, or upon a proposal
by, a Related Person:
(a) The merger or consolidation of, or an exchange of
securities by, the Corporation or any Subsidiary;
(b) The sale, lease, exchange, mortgage, pledge, transfer or
any other disposition (in one or a series of transactions) of any
assets of the Corporation, or of any Subsidiary, having an aggregate book
or fair market value of $1,000,000 or more, measured at the time the
transaction or transactions are approved by the Board of Directors;
(c) The adoption of a plan or proposal for the liquidation or
dissolution of the Corporation or any Subsidiary;
(d) The issuance or transfer by the Corporation or any
Subsidiary (in one or a series of transactions) of securities of the
Corporation, or of any Subsidiary, having a fair market value of $1,000,000
or more;
(e) The reclassification of securities (including a reverse
stock split), recapitalization, consolidation or any other transaction
(whether or not involving a Related Person) which has the direct or
indirect effect of increasing the voting power (regardless whether then
exercisable) or the proportionate amount of the outstanding shares of any
class or series of Equity Securities of this Corporation or any of its
Subsidiaries held by a Related Person, or any Associate or Affiliate of a
Related Person;
(f) Any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages provided
by the Corporation or any subsidiary to a Related Person or any
Affiliate or Associate thereof, except proportionately as a shareholder; or
(g) Any agreement, contract or other arrangement providing
directly or indirectly for any of the foregoing.
(6) "Capital Stock" means any Common Stock, Preferred Stock or
other capital stock of the Corporation, or any bonds, debentures, or other
obligations granted voting rights by the Corporation pursuant to La.
R.S. 12:75H.
(7) "Common Stock" means any stock other than a class or series
of preferred or preference stock.
(8) "Continuing Director" shall mean any member of the Board of
Directors who is not a Related Person or an Affiliate or Associate thereof, and
who was a member of the Board of Directors prior to the time that the Related
Person became a Related Person, and any successor to a Continuing Director who
is not a Related Person or an Affiliate or Associate thereof and was recommended
to succeed a Continuing Director by a majority of Continuing Directors who were
then members of the Board of Directors, provided that, in the absence of a
Related Person, any reference to "Continuing Directors" shall mean all directors
then in office.
(9) "control," including the terms "controlling," "controlled by"
and "under common control with," means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a person, whether through the ownership of voting securities, by contract or
otherwise. The beneficial ownership of 10% or more of the votes entitled to be
cast by a corporation's voting stock creates a presumption of control.
(10) "Determination Date" means the date on which a Related Person
first became a Related Person.
(11) "Equity Security" means any of the following:
(a) Any stock or similar security, certificate of interest
or participation in any profit sharing agreement, voting trust certificate
or certificate of deposit for an equity security.
(b) Any security convertible, with or without consideration,
into an equity security, or any warrant or other security carrying any
right to subscribe to or purchase an equity security.
(c) Any put, call, straddle or other option or privilege
of buying an equity security from or selling an equity security to another
without being bound to do so.
(12) "Independent Shareholder" or "Independent Stockholder" means
a holder of Voting Stock of this Corporation who is not a Related Person.
(13) "Market Value" means the following:
(a) In the case of stock, the highest closing sale price on
the date or during the period in question of a share of such stock on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed or, if such
stock is not listed on any such exchange, the highest closing bid
quotation with respect to a share of such stock on the date or during
the period in question on the National Association of Securities
Dealers, Inc., Automated Quotations Systems, or any alternative system
then in use, or, if no such quotations are available, the fair market value
on the date or during the period in question of a share of such stock as
determined by a majority of the Continuing Directors of this Corporation
in good faith.
(b) In the case of property other than cash or stock, the fair
market value of such property on the date or during the period in question
as determined by a majority of the Continuing Directors of this
Corporation in good faith.
(14) A "person" shall mean any individual, firm, corporation or
other entity, or a group of persons acting or agreeing to act together in the
manner set forth in Rule 13d-5 under the Securities Exchange Act of 1934, as in
effect on January 1, 1984.
(15) "Related Person" means any person (other than the Corporation,
a Subsidiary or any profit sharing, employee stock ownership or other employee
benefit plan of the Corporation or any Subsidiary or any trust, trustee of or
fiduciary with respect to any such plan acting in such capacity) who (a) is the
direct or indirect Beneficial Owner of shares of Capital Stock representing more
than 10% of the outstanding Total Voting Power entitled to vote for the election
of directors, and any Affiliate or Associate of any such person, or (b) is an
Affiliate or Associate of the Corporation and at any time within the two-year
period immediately prior to the date in question was the Beneficial Owner,
directly of indirectly, of shares of Capital Stock (including two or more
classes or series voting together as a single class) representing 10% or more of
the outstanding Total Voting Power entitled to vote for the election of
directors. For the purpose of determining whether a person is the Beneficial
Owner of a percentage, specified in this Article, of the outstanding Total
Voting Power, the number of shares of Voting Stock deemed to be outstanding
shall include shares deemed owned by that person through application of Article
V(D)(3) but shall not include any other shares which may be issuable to any
other person.
(16) "Subsidiary" means any corporation of which Voting Stock having
a majority of the votes entitled to be cast is owned, directly or indirectly,
by this Corporation.
(17) "Total Voting Power," when used in reference to any particular
matter properly brought before the shareholders for their consideration and
vote, means the total number of votes that holders of Capital Stock are entitled
to cast with respect to such matter.
(18) "Valuation Date" means the following:
(a) For a Business Combination voted upon by shareholders,
the latter of the date prior to the date of the shareholders' vote and the
day 20 days prior to the consummation of the Business Combination; and
(b) For a Business Combination not voted upon by the share-
holders, the date of the consummation of the Business Combination.
(19) "Voting Stock" means shares of Capital Stock of the Corporation
entitled to vote generally in the election of directors.
E. Benefit of Statute. This Corporation claims and shall have the
benefit of the provisions of R.S. 12:133 except that the provisions of R.S.
12:133 shall not apply to any business combination involving an interested
shareholder that is an employee benefit plan or related trust of this
Corporation.
ARTICLE VI
Shareholders' Meetings
A. Written Consents. Any action required or permitted to be taken at
any annual or special meeting of shareholders may be taken only upon the vote of
the shareholders, present in person or represented by duly authorized proxy, at
an annual or special meeting duly noticed and called, as provided in the Bylaws
of the Corporation, and may not be taken by a written consent of the
shareholders pursuant to the Business Corporation Law of the State of Louisiana.
B. Special Meetings. Subject to the terms of any outstanding class or
series of Preferred Stock that entitles the holders thereof to call special
meetings, the holders of a majority of the Total Voting Power of the Corporation
shall be required to cause the Secretary of the Corporation to call a special
meeting of shareholders pursuant to La. R.S. 12:73B (or any successor
provision). Nothing in this Article VI shall limit the power of the President of
the Corporation or its Board of Directors to call a special meeting of
shareholders.
ARTICLE VII
Limitation of Liability and Indemnification
A. Limitation of Liability. No director or officer of the Corporation
shall be liable to the Corporation or to its shareholders for monetary damages
for breach of his fiduciary duty as a director or officer, provided that the
foregoing provision shall not eliminate or limit the liability of a director or
officer for (1) any breach of his duty of loyalty to the Corporation or its
shareholders; (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (3) liability for unlawful
distributions of the Corporation's assets to, or redemptions or repurchases of
the Corporation's shares from, shareholders of the Corporation, under and to the
extent provided in La. R.S. 12:92D; or (4) any transaction from which he derived
an improper personal benefit.
B. Authorization of Further Actions. The Board of Directors may (1)
cause the Corporation to enter into contracts with its directors and officers
providing for the limitation of liability set forth in this Article to the
fullest extent permitted by law, (2) adopt By-laws or resolutions, or cause the
Corporation to enter into contracts, providing for indemnification of directors
and officers of the Corporation and other persons (including but not limited to
directors and officers of the Corporation's direct and indirect Subsidiaries) to
the fullest extent permitted by law and (3) cause the Corporation to exercise
the insurance powers set forth in La. R.S. 12:83F, notwithstanding that some or
all of the members of the Board of Directors acting with respect to the
foregoing may be parties to such contracts or beneficiaries of such By-laws or
resolutions or the exercise of such powers. No repeal or amendment of any such
By-laws or resolutions limiting the right to indemnification thereunder shall
affect the entitlement of any person to indemnification whose claim thereto
results from conduct occurring prior to the date of such repeal or amendment.
C. Subsidiaries. The Board of Directors may cause the Corporation to
approve for the officers and directors of its direct and indirect Subsidiaries
limitation of liability, indemnification and insurance provisions comparable
to the foregoing.
D. Amendment of Article. Notwithstanding any other provisions of these
Articles of Incorporation, the affirmative vote of the holders of at least 80%
of the Total Voting Power shall be required to amend or repeal this Article
VII, and any amendment or repeal of this Article shall not adversely affect any
elimination or limitation of liability of a director or officer of the
Corporation under this Article with respect to any action or inaction occurring
prior to the time of such amendment or repeal.
ARTICLE VIII
Reversion
Except for cash, shares or other property or rights payable or issuable
to the holders of Preferred Stock, the rights to which shall be determined under
applicable state law, Cash, property or share dividends, shares issuable to
shareholders in connection with a reclassification of stock, and the redemption
price of redeemed shares, that are not claimed by the shareholders entitled
thereto within one year after the dividend or redemption price became payable or
the shares became issuable, despite reasonable efforts by the Corporation to pay
the dividend or redemption price or deliver the certificates for the shares to
such shareholders within such time, shall, at the expiration of such time,
revert in full ownership to the Corporation, and the Corporation's obligation to
pay such dividend or redemption price or issue such shares, as the case may be,
shall thereupon cease, provided, however, that the Board of Directors may, at
any time, for any reason satisfactory to it, but need not, authorize (i) payment
of the amount of any cash or property dividend or redemption price or (ii)
issuance of any shares, ownership of which has reverted to the Corporation
pursuant to this Article, to the person or entity who or which would be entitled
thereto had such reversion not occurred.
ARTICLE IX
Amendments
A. Charter Amendments. Articles IV (other than paragraphs F and G),
V, VI(A) and IX of these Articles of Incorporation shall not be amended in any
manner (whether by modification or repeal of an existing Article or Articles or
by addition of a new Article or Articles) except upon resolutions adopted by the
affirmative vote of both (i) 80% of the Total Voting Power entitled to be cast
by the holders of outstanding shares of Voting Stock, voting together as a
single group, and (ii) two-thirds of the Total Voting Power entitled to be cast
by the Independent Shareholders present or duly represented at a shareholders'
meeting, voting as a separate group; provided, however, that if such resolutions
shall first be adopted by both a majority of the directors then in office and a
majority of the Continuing Directors, voting as a separate group, then such
resolutions shall be deemed adopted by the shareholders upon the affirmative
vote of a majority of the Total Voting Power entitled to be cast by the holders
of outstanding shares of Voting Stock, voting as a single group.
B. Bylaw Amendments. Bylaws of this Corporation may be altered,
amended, or repealed or new Bylaws may be adopted by (i) the shareholders, but
only upon the affirmative vote of both 80% of the Total Voting Power entitled to
be cast by the holders of outstanding shares of Voting Stock, voting together as
a single group, and two-thirds of the Total Voting Power entitled to be cast by
the Independent Shareholders present or duly represented at a shareholders'
meeting, voting as a separate group, or (ii) the Board of Directors, but only
upon the affirmative vote of both a majority of the directors then in office and
a majority of the Continuing Directors, voting as a separate group.
* * * * * * *
These Amended and Restated Articles of Incorporation are dated as of May
6, 1999.
WITNESSES: CENTURYTEL, INC.
(formerly Century Telephone Enterprises, Inc.)
/s/ Stacey W. Goff By: /s/ Glen F. Post, III
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Glen F. Post, III, President
/s/ Kay Buchart By: /s/ Harvey P. Perry
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Harvey P. Perry, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF OUACHITA
BEFORE ME, the undersigned authority, personally came and appeared Glen
F. Post, III and Harvey P. Perry, to me known to be the persons who signed the
foregoing instrument as President and Secretary, respectively, and who, having
been duly sworn, acknowledged and declared, in the presence of the two witnesses
whose names are subscribed below, that they signed such instrument as their free
act and deed for the purposes mentioned therein.
IN WITNESS WHEREOF, the appearers, witnesses and I have hereunto affixed
our hands on this 6th day of May, 1999.
WITNESSES:
/s/ Stacey W. Goff /s/ Glen F. Post, III
- ---------------------- --------------------------
Glen F. Post, III, President
/s/ Kay Buchart /s/ Harvey P. Perry
- ---------------------- --------------------------
Harvey P. Perry, Secretary
/s/ Kenneth J. Najder
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NOTARY PUBLIC