[COMPOSITE]
AMENDED ARTICLES OF ACCEPTANCE
OF
INDIANA MICHIGAN POWER COMPANY
ARTICLE I
1. The name of this Corporation shall be INDIANA MICHIGAN
POWER COMPANY.
2. The purpose or purposes of the Corporation are as
follows:
I. To generate and produce electricity and to transmit,
sell and distribute the same to the public, either directly or
through the sale of electric energy to other utilities, within
and without the States of Indiana and Michigan.
II. To engage in the business of mining coal and other
minerals or substances; to purchase, lease and otherwise
acquire coal lands, mines and the products thereof; to mine,
produce, store, sell and transport coal and other minerals or
substances and, to accomplish such purposes, to take, hold and
own real estate or interests therein, including leases,
permits or licenses granted under the provisions of the
Mineral Leasing Act of February 25, 1920, as amended, and to
own, operate and maintain such machinery, works, equipment and
appliances as the carrying out of the objects above mentioned
may require.
III. To transact any or all lawful business for which
corporations may be incorporated under the Indiana General
Corporation Act.
3. The period during which it is to continue as a
corporation is unlimited.
4. The post office address of its principal office is One
Summit Square, P. O. Box 60, Ft. Wayne, Indiana 46801. The name
and post office address of its resident agent is Elio Bafile, One
Summit Square, P. O. Box 60, Ft. Wayne, Indiana 46801.
5. The total number of shares into which its authorized
capital stock is to be divided is 15,950,000 shares, consisting of
shares as follows:
2,250,000 shares having a par value of $100;
11,200,000 shares having a par value of $25; and
2,500,000 shares without par value.
6. The number of shares of the capital stock of the
Corporation is to be divided into two classes, consisting of: (a)
two million five hundred thousand (2,500,000) shares, without
nominal or par value, of Common Stock and (b) two million two
hundred fifty thousand (2,250,000) shares, of the par value of $100
each, and eleven million two hundred thousand (11,200,000) shares,
of the par value of $25 each, of Cumulative Preferred Stock, which
may be issued in series as hereinafter provided. The voting
powers, designations, preferences, relative, participating,
optional or other special rights, qualifications, limitations or
restrictions of the above classes of stock, and the power of the
Board of Directors to cause the Cumulative Preferred Stock to be
issued in series, and the designation, description and terms of the
series of Cumulative Preferred Stock heretofore created, are as
follows:
A. Cumulative Preferred Stock
(1) Subject to and in accordance with the provisions of
this paragraph and the following paragraphs (2) through (28)
hereof, the Board of Directors is hereby empowered to cause
the Cumulative Preferred Stock to be issued in different
series. The shares of different series may vary, as may be
determined by the Board of Directors prior to the issue
thereof (except in the case of the series of Cumulative
Preferred Stock classified and designated in paragraphs (9)
through (28) hereof), as to:
(a) The distinctive serial designation and number
of shares of such series;
(b) The rate of dividends (within such limits as
shall be permitted by law) payable on the shares of the
particular series;
(c) The prices (not less than the amount limited by
law) and terms upon which the shares of the particular
series may be redeemed;
(d) The amount or amounts which shall be paid to
the holders of the shares of the particular series in
case of voluntary or involuntary dissolution or any
distribution of assets;
(e) The terms and amount of sinking fund
requirements (if any) for the purchase or redemption of
the shares of the particular series.
The shares of all series of the Cumulative Preferred Stock
shall in all other respects be equal, except as to the par
value thereof and the voting rights with respect thereto as
hereinafter provided.
(2) The holders of each series of the Cumulative
Preferred Stock at the time outstanding shall be entitled to
receive, but only when and as declared by the Board of
Directors, out of funds legally available for the payment of
dividends, cumulative preferential dividends, at the annual
dividend rate for the particular series fixed as herein
provided, payable quarter-yearly on dates to be fixed by the
Board of Directors, to stockholders of record on the
respective dates, not exceeding thirty (30) days and not less
than ten (10) days preceding such dividend payment dates, to
be fixed by the Board of Directors. Where the dividend rate
of any series of the Cumulative Preferred Stock with a par
value of $100 per share is designated as a specified
percentage per annum, the holders of such series shall be
entitled to receive annually dividends thereon calculated, per
share, at the percentage specified for such series multiplied
by $100. No dividends shall be declared on any series of the
Cumulative Preferred Stock in respect of any quarter-yearly
dividend period unless there shall likewise be declared on all
shares of all series of the Cumulative Preferred Stock at the
time outstanding, like proportionate dividends, ratably, in
proportion to the respective annual dividend rates fixed
therefor, in respect of the same quarter-yearly dividend
period, to the extent that such shares are entitled to receive
dividends for such quarter-yearly dividend period. The
dividends on shares of all series of the Cumulative Preferred
Stock shall be cumulative. In the case of all shares of each
particular series, the dividends on shares of such series
shall be cumulative from the date of issue thereof unless the
Corporation shall have established regular quarter-yearly
dividend periods with respect to such series, in which case
such dividends shall be cumulative from the first day of the
current quarter-yearly dividend period in which shares of such
series shall have been issued. Unless dividends on all
outstanding shares of each series of the Cumulative Preferred
Stock, at the annual dividend rate and from the dates for
accumulation thereof fixed as herein provided, shall have been
paid for all past quarter-yearly dividend periods, but without
interest on cumulative dividends, no dividends shall be paid
or declared and no other distribution shall be made on the
Common Stock, and no Common Stock shall be purchased or
otherwise acquired for value by the Corporation. The holders
of the Cumulative Preferred Stock of any series shall not be
entitled to receive any dividends thereon other than the
dividends referred to in this paragraph (2).
(3) The Corporation, by action of its Board of
Directors, may redeem the whole or any part of any series of
the Cumulative Preferred Stock, at any time or from time to
time, by paying in cash the redemption price of the shares of
the particular series, fixed therefor as herein provided,
together with a sum in the case of each share of each series
so to be redeemed, computed at the annual dividend rate for
the series of which the particular share is a part, from the
date from which dividends on such share became cumulative to
the date fixed for such redemption, less the aggregate of the
dividends theretofore or on such redemption date paid thereon.
Notice of every such redemption shall be given by publication
at least once in one daily newspaper printed in the English
language and of general circulation in Fort Wayne, Indiana,
and in one daily newspaper printed in the English language and
of general circulation in the Borough of Manhattan, The City
of New York, the first publication in such newspapers to be at
least thirty (30) days and not more than sixty (60) days prior
to the date fixed for such redemption. At least thirty (30)
days' and not more than sixty (60) days' previous notice of
every such redemption shall also be mailed to the holders of
record of the shares of the Cumulative Preferred Stock so to
be redeemed, at their respective addresses as the same shall
appear on the books of the Corporation; but no failure to mail
such notice nor any defect therein or in the mailing thereof
shall affect the validity of the proceedings for the
redemption of any shares of the Cumulative Preferred Stock so
to be redeemed. In case of the redemption of a part only of
any series of the Cumulative Preferred Stock at the time
outstanding, the Corporation shall select by lot the shares so
to be redeemed. The Board of Directors shall have full power
and authority, subject to the limitations and provisions
herein contained, to prescribe the manner in which, and the
terms and conditions upon which, the shares of the Cumulative
Preferred Stock shall be redeemed from time to time. If such
notice of redemption shall have been duly given by
publication, and if on or before the redemption date specified
in such notice all funds necessary for such redemption shall
have been set aside by the Corporation, separate and apart
from its other funds, in trust for the account of the holders
of the shares to be redeemed, so as to be and continue to be
available therefor, then, notwithstanding that any certificate
for such shares so called for redemption shall not have been
surrendered for cancellation, from and after the date fixed
for redemption, the shares represented thereby shall no longer
be deemed outstanding, the right to receive dividends thereon
shall cease to accrue and all rights with respect to such
shares so called for redemption shall forthwith on such
redemption date cease and terminate, except only the right of
the holders thereof to receive, out of the funds so set aside
in trust, the amount payable upon redemption thereof, without
interest; provided, however, that the Corporation may, after
giving notice by publication of any such redemption as
hereinbefore provided or after giving to the bank or trust
company hereinafter referred to irrevocable authorization to
give such notice by publication, and at any time prior to the
redemption date specified in such notice, deposit in trust,
for the account of the holders of the shares to be redeemed,
so as to be and continue to be available therefor, funds
necessary for such redemption with a bank or trust company in
good standing, organized under the laws of the United States
of America or of the State of New York, doing business in the
Borough of Manhattan, The City of New York, and having
capital, surplus and undivided profits aggregating at least
$50,000,000, or a bank or trust company in good standing
organized under the laws of the State of Indiana, doing
business in Fort Wayne, Indiana, selected by the Board of
Directors of the Corporation and designated in such notice of
redemption, and, upon such deposit in trust, all shares with
respect to which such deposits shall have been made shall no
longer be deemed to be outstanding, and all rights with
respect to such shares shall forthwith cease and terminate,
except only the right of the holders thereof to receive at any
time from and after the date of such deposit, the amount
payable upon the redemption thereof, without interest.
Nothing herein contained shall limit any right of the
Corporation to purchase or otherwise acquire any shares of the
Cumulative Preferred Stock; provided, however, that the
Corporation shall not redeem, purchase or otherwise acquire
any shares of the Cumulative Preferred Stock, if, at the time
of such redemption, purchase or other acquisition, dividends
payable on the Cumulative Preferred Stock of any Series of any
series shall be in default in whole or in part, unless, prior
to or concurrently with such redemption, purchase or other
acquisition, all such defaults shall be cured or unless such
redemption, purchase or other acquisition shall have been
ordered, approved or permitted by the Securities and Exchange
Commission, or by a successor commission or other regulatory
authority of the United States of America having jurisdiction
in the premises, under the provisions of the Public Utility
Holding Company Act of 1935 as at the time in effect or any
legislation enacted in substitution therefor.
(4) Before any amount shall be paid to, or any assets
distributed among, the holders of the Common Stock upon any
liquidation, dissolution or winding up of the Corporation, and
after paying or providing for the payment of all creditors of
the Corporation, the holders of each series of the Cumulative
Preferred Stock at the time outstanding shall be entitled to
be paid in cash the amount for the particular series fixed
therefor as herein provided, together with a sum in the case
of each share of each series, computed at the annual dividend
rate for the series of which the particular share is a part,
from the date from which dividends on such share became
cumulative to the date fixed for the payment of such
distributive amount, less the aggregate of the dividends
theretofore or on such date paid thereon; but no payments on
account of such distributive amounts shall be made to the
holders of any series of the Cumulative Preferred Stock unless
there shall likewise be paid at the same time to the holders
of each other series of the Cumulative Preferred Stock at the
time outstanding like proportionate distributive amounts,
ratably, in proportion to the full distributive amounts to
which they are respectively entitled as herein provided. The
holders of the Cumulative Preferred Stock of any series shall
not be entitled to receive any amounts with respect thereto
upon any liquidation, dissolution or winding up of the
Corporation other than the amounts referred to in this para-
graph. Neither the consolidation or merger of the Corporation
with any other corporation or corporations, nor the sale or
transfer by the Corporation of all or any part of its assets,
shall be deemed to be liquidation, dissolution or winding up
of the Corporation.
(5) Whenever the full dividends on all series of the
Cumulative Preferred Stock at the time outstanding for all
past quarter-yearly dividend periods shall have been paid or
declared and set apart for payment, then, subject to the
provisions of subparagraph (7)(B)(d) hereof, such dividends
(payable in cash, stock or otherwise) as may be determined by
the Board of Directors may be declared and paid on the Common
Stock, but only out of funds legally available for the payment
of dividends; provided, however, that so long as any shares of
the Cumulative Preferred Stock of any series are outstanding,
the Corporation shall not declare or pay any dividends on the
Common Stock of the Corporation except as follows:
(a) If and so long as the Common Stock Equity at
the end of the calendar month immediately preceding the
date on which a dividend on Common Stock is declared is,
or as a result of such dividend would become, less than
20% of total capitalization, the Corporation shall not
declare such dividend in an amount which, together with
all other dividends on Common Stock paid within the year
ending with and including the date on which such dividend
is payable, exceeds 50% of the net income of the
Corporation available for dividends on the Common Stock
(less any Depreciation Deficiency) for the twelve full
calendar months immediately preceding the month in which
such dividend is declared, except in an amount not
exceeding the aggregate of dividends on Common Stock
which could have been, but have not been, declared under
this clause (a); and
(b) If and so long as the Common Stock Equity at
the end of the calendar month immediately preceding the
date on which a dividend on Common Stock is declared is,
or as a result of such dividend would become, less than
25% but not less than 20% of total capitalization, the
Corporation shall not declare such dividend in an amount
which, together with all other dividends on Common Stock
paid within the year ending with and including the date
on which such dividend is payable, exceeds 75% of the net
income of the Corporation available for dividends on the
Common Stock (less any Depreciation Deficiency) for the
twelve full calendar months immediately preceding the
month in which such dividend is declared, except in an
amount not exceeding the aggregate of dividends on Common
Stock which could have been, but have not been, declared
under clause (a) above and this clause (b); and
(c) At any time when the Common Stock Equity is 25%
or more of total capitalization, the Corporation may not
declare dividends on shares of the Common Stock which
would reduce the Common Stock Equity below 25% of total
capitalization, except to the extent provided in clause
(a) and clause (b) above.
For the purposes of this paragraph (5) only:
(i) The term "Common Stock Equity" shall
mean the sum of the par value of, or stated value
or capital represented by, the shares of Common
Stock of the Corporation outstanding, and the
surplus, earned, capital, and paid-in, of the
Corporation (including any premiums on Common Stock
but excluding any premiums on the Cumulative
Preferred Stock) whether or not available for the
payment of dividends on the Common Stock; provided,
however, that there shall be deducted from such sum
(I) the amount of any Depreciation Deficiency for
the period from December 31, 1952 to the end of the
calendar month immediately preceding the date on
which a dividend on Common Stock is declared and
(II) the amount, if any, by which the aggregate of
all amounts payable upon the involuntary
dissolution, liquidation or winding up of the
Corporation to the holders of the Cumulative
Preferred Stock and of any other class of stock
ranking prior to or on a parity with the Cumulative
Preferred Stock as to dividends or distributions
exceeds the aggregate of the capital of the
Corporation applicable to such Cumulative Preferred
Stock and class of stock ranking prior to or on a
parity with the Cumulative Preferred Stock as to
dividends or distributions;
(ii) The term "total capitalization" shall
mean the sum of the par value of, or stated value
or capital represented by, the capital stock of all
classes of the Corporation outstanding, the
surplus, earned, capital and paid-in, of the
Corporation (including any premiums on any such
capital stock), whether or not available for the
payment of dividends on the Common Stock, and the
principal amount of all debt of the Corporation
outstanding, maturing more than twelve months after
the date of the determination of the total
capitalization, less any amount required to be
deducted in the determination of Common Stock
Equity as in clause (i) above provided;
(iii) The term "dividends on Common Stock"
shall embrace dividends on Common Stock of the
Corporation (other than dividends payable only in
shares of such Common Stock), distributions on, and
purchases or other acquisitions for value of any
Common Stock of the Corporation; and
(iv) The term "Depreciation Deficiency" shall
mean, as to any specified period, the amount by
which the aggregate of (I) all amounts credited to
the depreciation reserve account of the Corporation
through charges to operating revenue deductions or
otherwise as provided in the Uniform System of
Accounts prescribed for Public Utilities and
Licensees by the Federal Energy Regulatory
Commission and of (II) all charges for maintenance,
shall have been less than 15% of all operating
revenues of the Corporation (excluding therefrom
non-operating income and revenues derived directly
from properties leased to the Corporation), less
all charges to income made by the Corporation for
purchased power and for the net amount of electric
energy received by the Corporation through
interchange.
(6) In the event of any liquidation, dissolution or
winding up of the Corporation, all assets and funds of the
Corporation remaining after paying or providing for the
payment of all creditors of the Corporation, and after paying
or providing for the payment to the holders of shares of all
series of the Cumulative Preferred Stock of the full
distributive amounts to which they are respectively entitled
as herein provided, shall be divided among and paid to the
holders of the Common Stock according to their respective
rights and interests.
(7)(A) So long as any shares of the Cumulative Preferred
Stock of any series are outstanding, the Corporation shall
not, without the consent (given by vote at a meeting called
for that purpose) of the holders of such shares entitled to
cast at least two-thirds of the total number of votes which
holders of the Cumulative Preferred Stock then outstanding are
entitled to cast:
(a) Create, authorize or issue any stock (other
than a series of the Cumulative Preferred Stock) ranking
prior to or on a parity with the Cumulative Preferred
Stock as to dividends or distributions, or any obligation
or security convertible into shares of any such stock;
provided, however, that any such stock, obligation or
security (other than stock issued in connection with the
conversion of any such obligation or security) shall not
be issued except within a period of 180 days after the
meeting at which consent to the issuance thereof shall be
given; or
(b) Amend, alter, change or repeal any of the
express terms of the Cumulative Preferred Stock or of any
series of the Cumulative Preferred Stock then outstanding
in a manner substantially prejudicial to the holders
thereof; provided, however, that if any such amendment,
alteration, change or repeal would be substantially
prejudicial to the holders of one or more, but not all,
of the series of the Cumulative Preferred Stock at the
time outstanding, only such consent of the holders of
two-thirds of the total number of shares of all series
prejudicially affected shall be required.
(B) So long as any shares of the Cumulative Preferred
Stock of any series are outstanding, the Corporation shall
not, without the consent (given by vote at a meeting called
for that purpose) of the holders of such shares entitled to
cast a majority of the total number of votes which holders of
the Cumulative Preferred Stock then outstanding are entitled
to cast:
(a) Increase the total authorized amount of the
Cumulative Preferred Stock; or
(b) Merge or consolidate with or into any other
corporation or corporations, unless such merger or con-
solidation, or the issuance and assumption of all
securities to be issued or assumed in connection with any
such merger or consolidation, shall have been ordered,
approved, or permitted by the Securities and Exchange
Commission, or by any successor commission or regulatory
authority of the United States of America having juris-
diction in the premises, under the provisions of the
Public Utility Holding Company Act of 1935 as at the time
in effect or any legislation enacted in substitution
therefor, provided that the provisions of this clause (b)
shall not apply to a purchase or other acquisition by the
Corporation of franchises or assets of another
corporation in any manner which does not involve a merger
or consolidation; or
(c) Issue or assume any unsecured debt securities
for purposes other than
(i) the reacquisition, redemption or other
retirement of any evidences of indebtedness
theretofore issued or assumed by the Corporation,
or
(ii) the reacquisition, redemption or other
retirement of all outstanding shares of the
Cumulative Preferred Stock,
if, immediately after such issue or assumption, the total
principal amount of all unsecured debt securities (other than
the principal amount of all long-term unsecured debt
securities not in excess of 10% of the Capitalization of the
Corporation) issued or assumed by the Corporation and then
outstanding would exceed 10% of the Capitalization of the
Corporation.
For the purposes of this subparagraph (c) only:
(I) "unsecured debt securities" shall be
deemed to mean any unsecured notes, debentures, or
other securities representing unsecured
indebtedness, but shall not include contractual
commitments and agreements for the purchase of
property, materials, power, energy or equipment to
be used, consumed or resold in the ordinary course
of the Corporation's business;
(II) "long-term unsecured debt securities"
shall be deemed to mean all unsecured debt
securities outstanding, as of any specified time of
computation, other than (x) unsecured debt
securities maturing by their terms on a date less
than ten years subsequent to such time of
computation, and (y) the principal amount required
under any sinking fund or other debt retirement
provision, to be reacquired, redeemed or otherwise
retired by the Corporation on a date less than ten
years subsequent to such time of computation;
provided, however, that the principal amount of any
class of unsecured debt securities, which at the
time of issuance or assumption by the Corporation
matured by its terms on a date ten or more years
subsequent to such issuance or assumption, and
which at the time of such computation (aa) is not
required to be reacquired, redeemed or otherwise
retired, through sinking fund or other debt
retirement provision, prior to the maturity of such
class or (bb) represents the final maturity of a
series of maturities within such class, shall
continue to be deemed to be long-term unsecured
debt securities until such final requirement or
maturity shall occur on a date less than five years
subsequent to such time of computation; and
(III) the "Capitalization of the Corporation"
shall be deemed to mean, as of any specified time
of computation, an amount equal to the sum of the
total principal amount of all bonds or other debt
securities representing secured indebtedness issued
or assumed by the Corporation and then to be
outstanding, and the aggregate of the par value of,
or stated capital represented by, the outstanding
shares of all classes of stock and of the surplus
of the Corporation, paid in, earned and other, if
any; or
(d) Issue, sell or otherwise dispose of any shares
of the Cumulative Preferred Stock unless (i) the net
income of the Corporation, determined in accordance with
generally accepted accounting practices to be available
for the payment of dividends for a period of twelve (12)
consecutive calendar months within the fifteen (15)
calendar months immediately preceding the issuance, sale
or disposition of such stock (but less any Depreciation
Deficiency for said period), shall have been at least
equal to twice the annual dividend requirements on all
outstanding shares of the Cumulative Preferred Stock,
including the shares proposed to be issued; (ii) the
gross income of the Corporation for said period,
determined in accordance with generally accepted
accounting practices (but in any event after deducting
the amount for said period charged by the Corporation on
its books to depreciation expense and in addition thereto
any Depreciation Deficiency for said period) to be
available for the payment of interest, shall have been at
least one and one-half times the sum of (I) the annual
interest charges on all interest bearing indebtedness of
the Corporation and (II) the annual dividend requirements
on all outstanding shares of the Cumulative Preferred
Stock and of all other classes of stock ranking prior to
or on a parity with the Cumulative Preferred Stock as to
dividends or distributions, including the shares proposed
to be issued; and (iii) the aggregate of the capital of
the Corporation applicable to the Common Stock and of the
surplus of the Corporation immediately after such
issuance, sale or other disposition, less any
Depreciation Deficiency for the period from December 31,
1952 to such date, shall be not less than the amount
payable upon the involuntary dissolution, liquidation or
winding up of the Corporation to the holders of the
Cumulative Preferred Stock, excluding from the foregoing
computation all stock which is to be retired in
connection with such additional issue; provided, that the
Corporation shall not thereafter pay any dividends on the
Common Stock unless immediately thereafter the aggregate
of the capital of the Corporation applicable to the
Common Stock and of the surplus of the Corporation, less
than Depreciation Deficiency for the period from December
31, 1952 to such date, shall be not less than the amount
payable upon the involuntary dissolution, liquidation or
winding up of the Corporation to the holders of the
Cumulative Preferred Stock.
For the purposes of this subparagraph (d) only, the
term "Depreciation Deficiency" shall mean, as to any
specified period, the amount by which the aggregate of
(i) all amounts credited to the depreciation reserve
account of the Corporation through charges to operating
revenue deductions or otherwise as provided in the
Uniform System of Accounts prescribed for Public
Utilities and Licensees by the Federal Energy Regulatory
Commission and of (ii) all charges for maintenance, shall
have been less than 15% of all operating revenues of the
Corporation (excluding therefrom non-operating income and
revenues derived directly from properties leased to the
Corporation), less all charges to income made by the
Corporation for purchased power and for the net amount of
electric energy received by the Corporation through
interchange.
(8)(A) Every holder of the Common Stock shall have one
vote for each share of Common Stock held by him, for the
election of Directors and upon all other matters, except as
otherwise provided in this paragraph (8) hereof. No holder of
the Cumulative Preferred Stock shall be entitled to vote at
any meeting of stockholders or at any election of the
Corporation or otherwise to participate in any action taken by
the Corporation or the stockholders thereof, except for those
purposes, if any, for which said right to vote or otherwise to
participate cannot be denied or waived under the laws of the
State of Indiana and except as otherwise provided in
paragraphs (7), (8) and (10)(c) hereof. Whenever the holders
of the Cumulative Preferred Stock shall be entitled to vote as
a class for the election of Directors or on any other matter,
the holders of shares of Cumulative Preferred Stock with a par
value of $100 per share shall be entitled to cast one vote for
each such share and the holders of shares of Cumulative
Preferred Stock with a par value of $25 per share shall be
entitled to cast one-quarter of one vote for each such share.
(B) If and when dividends payable on the Cumulative
Preferred Stock shall be in default in any amount equivalent
to four full quarter-yearly dividends on all shares of all
series of the Cumulative Preferred Stock at the time
outstanding, and until all dividends in default on the
Cumulative Preferred Stock shall have been paid, the holders
of all shares of the Cumulative Preferred Stock, voting
separately as one class, shall be entitled to elect the
smallest number of Directors necessary to constitute a
majority of the full Board of Directors, and the holders of
the Common Stock, voting separately as a class, shall be
entitled to elect the remaining Directors of the Corporation.
The terms of office of all persons who may be Directors of the
Corporation at the time shall terminate upon the election of
a majority of the Board of Directors by the holders of the
Cumulative Preferred Stock, except that if the holders of the
Common Stock shall not have elected the remaining Directors of
the Corporation, then, and only in that event, the Directors
of the Corporation in office just prior to the election of a
majority of the Board of Directors by the holders of the
Cumulative Preferred Stock shall elect the remaining Directors
of the Corporation.
(C) If and when all dividends then in default on the
Cumulative Preferred Stock at the time outstanding shall be
paid (and such dividends shall be declared and paid out of any
funds legally available therefor as soon as reasonably
practicable), the Cumulative Preferred Stock shall thereupon
be divested of any special right with respect to the election
of Directors provided in subparagraph (B) hereof, and the
voting power of the Common Stock shall revert to the status
existing before the occurrence of such default; but always
subject to the same provisions for vesting such special rights
in the Cumulative Preferred Stock in case of further like
default or defaults in dividends thereon. Upon the
termination of any such special right the terms of office of
all persons who may have been elected Directors of the
Corporation by vote of the holders of the Cumulative Preferred
Stock, as a class, pursuant to such special right shall
forthwith terminate.
(D) In case of any vacancy in the Board of Directors
occurring among the Directors elected by the holders of the
Cumulative Preferred Stock, as a class, pursuant to subpara-
graph (B) hereof, such vacancy shall be filled by the vote of
a majority of the remaining Directors (or by the remaining
Director if there be but one) elected by the holders of the
Cumulative Preferred Stock. In case of a vacancy in the Board
of Directors occurring among the Directors elected otherwise
than by the holders of the Cumulative Preferred Stock, such
vacancy shall be filled by the vote of a majority of the
remaining Directors (or by the remaining Director if there be
but one) elected otherwise than by the holders of the
Cumulative Preferred Stock.
(E) Whenever the holders of the Cumulative Preferred
Stock, as a class, become entitled to elect Directors of the
Corporation pursuant to subparagraph (B) hereof, it shall be
the duty of the president, a vice-president or the secretary
of the Corporation forthwith to call, and to cause notice to
be given to the stockholders entitled to vote at, a meeting to
be held at such time as the Corporation's officers may fix,
not less than thirty nor more than sixty days after the
accrual of such right, for the purpose of electing Directors.
The notice so given shall be mailed to each holder of record
of the Cumulative Preferred Stock at such address as appears
upon the records of the Corporation and shall set forth, among
other things, (i) that by reason of the fact that dividends
payable on the Cumulative Preferred Stock are in default in an
amount equivalent to four full quarter-yearly dividends, the
holders of the Cumulative Preferred Stock, voting separately
as a class, have the right to elect the smallest number of
Directors necessary to constitute a majority of the full Board
of Directors of the Corporation, (ii) that any holder of the
Cumulative Preferred Stock has the right, at any reasonable
time, to inspect, and make copies of, the list or lists of
holders of the Cumulative Preferred Stock maintained at the
principal office of the Corporation or at the office of any
Transfer Agent of the Cumulative Preferred Stock, and (iii)
either the entirety of this paragraph or the substance thereof
with respect to the number of shares of the Cumulative
Preferred Stock required to be represented at any meeting, or
adjournment thereof, called for the election of Directors of
the Corporation. At the first meeting of stockholders held
for the purpose of electing Directors during such time as the
holders of the Cumulative Preferred Stock shall have the
special right, voting separately as a class, to elect
Directors, the presence in person or by proxy of the holders
of a majority of the outstanding shares of Common Stock shall
be required to constitute a quorum of such class for the
election of Directors, and the presence in person or by proxy
of the holders of shares entitled to cast a majority of the
votes which holders of the outstanding Cumulative Preferred
Stock are entitled to cast shall be required to constitute a
quorum of such class for the election of Directors; provided,
however, that in the absence of a quorum of the holders of the
Cumulative Preferred Stock, no election of Directors shall be
held, but a majority of the holders of the Cumulative
Preferred Stock who are present in person or by proxy shall
have power to adjourn the election of the Directors to a date
not less than fifteen nor more than fifty days from the giving
of the notice of such adjourned meeting hereinafter provided
for; and provided, further, that at such adjourned meeting,
the presence in person or by proxy of the holders of shares
entitled to cost 35% of the total number of votes which
holders of the outstanding Cumulative Preferred Stock are
entitled to cast shall be required to constitute a quorum of
such class for the election of Directors. In the event such
first meeting of stockholders shall be so adjourned, it shall
be the duty of the president, a vice-president or the
secretary of the Corporation, within ten days from the date on
which such first meeting shall have been adjourned, to cause
notice of such adjourned meeting to be given to the
stockholders entitled to vote thereat, such adjourned meeting
to be held not less than fifteen days nor more than fifty days
from the giving of such second notice. Such second notice
shall be given in the form and manner hereinabove provided for
with respect to the notice required to be given of such first
meeting of stockholders, and shall further set forth that a
quorum was not present at such first meeting and that the
holders of shares entitled to cast 35% of the total number of
votes which holders of the outstanding Cumulative Preferred
Stock are entitled to cast shall be required to constitute a
quorum of such class for the election of Directors at such
adjourned meeting. If the requisite quorum of holders of the
Cumulative Preferred Stock shall not be present at said
adjourned meeting, then the Directors of the Corporation then
in office shall remain in office until the next Annual Meeting
of the Corporation, or special meeting in lieu thereof, and
until their successors shall have been elected and shall
qualify. Neither such first meeting nor such adjourned
meeting shall be held on a date within sixty days of the date
of the next Annual Meeting of the Corporation or special
meeting in lieu thereof. At each Annual Meeting of the
Corporation, or special meeting in lieu thereof, held during
such time as the holders of the Cumulative Preferred Stock,
voting separately as a class, shall have the right to elect a
majority of the Board of Directors, the foregoing provisions
of this subparagraph shall govern such Annual Meeting, or
special meeting in lieu thereof, as if said Annual Meeting or
special meeting were the first meeting of stockholders held
for the purpose of electing Directors after the right of the
holders of the Cumulative Preferred Stock, voting separately
as a class, to elect a majority of the Board of Directors,
should have accrued, with the exception that, until the
holders of the Cumulative Preferred Stock shall have elected
a majority of the Board of Directors, if at any adjourned
Annual Meeting, or special meeting in lieu thereof, holders of
shares entitled to cast 35% of the total number of votes which
holders of the outstanding Cumulative Preferred Stock are
entitled to cast are not present in person or by proxy, all
the Directors to be elected shall be elected by a vote of the
holders of a majority of the shares of Common Stock of the
Corporation present or represented at the meeting.
(F) Except when some mandatory provision of law shall
be controlling and except as otherwise provided in
subparagraph (7)(A)(b) hereof, whenever shares of two or more
series of the Cumulative Preferred Stock are outstanding, no
particular series of the Cumulative Preferred Stock shall be
entitled to vote as a separate series on any matter and all
shares of the Cumulative Preferred Stock of all series shall
be deemed to constitute but one class for any purpose for
which a vote of the stockholders of the Corporation by classes
may now or hereafter be required.
(9) The Corporation hereby classifies $12,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock which shall be designated as "4-
1/8% Cumulative Preferred Stock", consisting of 120,000 shares
of the par value of $100 per share.
(10) The preferences, rights, qualifications, limitations
and restrictions of the shares of the 4-1/8% Cumulative
Preferred Stock, in the respects in which the shares of such
series may vary from shares of other series of the Cumulative
Preferred Stock, shall be as follows:
(a) The annual dividend rate for such series shall
be 4-1/8% per annum;
(b) The redemption price for such series shall be
$108.125 per share until October 1, 1949, and on and
after October 1, 1949, $106.125 per share;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
liquidation, dissolution or winding up of the Corporation
shall be:
$105.125 per share, upon any voluntary liquidation,
dissolution or winding up of the Corporation, except that
if such voluntary liquidation, dissolution or winding up
of the Corporation shall have been approved by the vote
in favor thereof of the holders of a majority of the
total number of shares of the 4-1/8% Cumulative Preferred
Stock then outstanding, given at a meeting called for
that purpose, the amount so payable on such voluntary
liquidation, dissolution, or winding up shall be $100 per
share; or
$100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation; and
(d) There shall not be any sinking fund provided
for the purchase or redemption of shares of the 4-1/8%
Cumulative Preferred Stock.
(11) The Corporation hereby classifies $6,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as
"4.56% Cumulative Preferred Stock", consisting of 60,000
shares of the par value of $100 each.
(12) The relative rights, preferences, limitations, and
restrictions of the shares of the 4.56% Cumulative Preferred
Stock, shall be as follows:
(a) The annual dividend rate for such series shall
be 4.56% per annum;
(b) Such series shall not be subject to redemption
prior to October 1, 1956; the redemption price for shares
of such series shall be $104 per share on and after
October 1, 1956 but prior to October 1, 1958; $103 per
share on and after October 1, 1958 but prior to October
1, 1963; and $102 per share on October 1, 1963 and
thereafter;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be $100 per share;
and
(d) There shall not be any sinking fund provided
for the purchase or redemption of shares of the 4.56%
Cumulative Preferred Stock.
(13) The Corporation hereby classifies $4,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as
"4.12% Cumulative Preferred Stock", consisting of 40,000
shares of the par value of $100 each.
(14) The relative rights, preferences, limitations and
restrictions of the shares of the 4.12% Cumulative Preferred
Stock, shall be as follows:
(a) The annual dividend rate for such series shall
be 4.12% per annum;
(b) The redemption price for such series shall be
$105.728 per share until October 1, 1959; $104.728 per
share on and after October 1, 1959 but prior to October
1, 1964; $103.728 per share on and after October 1, 1964
but prior to October 1, 1969; and $102.728 per share on
October 1, 1969 and thereafter;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be the redemption
price in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100 per
share, in the event of any involuntary liquidation,
dissolution or winding up of the Corporation;
(d) There shall not be any sinking fund provided
for the purchase or redemption of shares of the 4.12%
Cumulative Preferred Stock.
(15) The Corporation hereby classifies $30,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as
"7.08% Cumulative Preferred Stock", consisting of 300,000
shares of the par value of $100 each.
(16) The relative rights, preferences, limitations and
restrictions of the shares of the 7.08% Cumulative Preferred
Stock, shall be as follows:
(a) The annual dividend rate for such series shall
be 7.08% per annum;
(b) The redemption price for such series shall be
$108.22 per share prior to February 1, 1976; $106.45 per
share on and after February 1, 1976 but prior to February
1, 1981; $104.68 per share on and after February 1, 1981
but prior to February 1, 1986; $102.91 per share on and
after February 1, 1986 but prior to February 1, 1991; and
$101.85 per share on February 1, 1991 and thereafter
provided, however, that no share of such series shall be
redeemed prior to February 1, 1976 if such redemption is
for the purpose or in anticipation of refunding such
share, directly or indirectly, through the incurring of
debt, or through the issuance of capital stock ranking
equally with or prior to the shares of such series as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice), or such
capital stock has an effective dividend cost to the
Corporation (so computed), of less than 7.07% per annum;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be the redemption
price in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100 per
share in the event of any involuntary liquidation,
dissolution or winding up of the Corporation; and
(d) There shall not be any sinking fund provided
for the purchase or redemption of shares of such series.
(17) The Corporation hereby classifies $35,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as
"7.76% Cumulative Preferred Stock", consisting of 350,000
shares of par value of $100 each.
(18) The relative rights, preferences, limitations and
restrictions of the shares of the 7.76% Cumulative Preferred
Stock, shall be as follows:
(a) The annual dividend rate for such series shall
be 7.76% per annum;
(b) The redemption price for such series shall be
$109.26 per share prior to November 1, 1976; $107.32 per
share on and after November 1, 1976 but prior to November
1, 1981; $105.38 per share on and after November 1, 1981
but prior to November 1, 1986; $103.44 per share on and
after November 1, 1986 but prior to November 1, 1991; and
$102.28 per share on November 1, 1991 and thereafter;
provided, however, that no share of such series shall be
redeemed prior to November 1, 1976 if such redemption is
for the purpose or in anticipation of refunding such
share, directly or indirectly, through the incurring of
debt, or through the issuance of capital stock ranking
equally with or prior to the shares of such series as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice), or such
capital stock has an effective dividend cost to the
Corporation (so computed), of less than 7.74% per annum;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be the redemption
price in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100 per
share in the event of any involuntary liquidation,
dissolution or winding up of the Corporation;
(d) There shall not be any sinking fund provided
for the purchase or redemption of shares of such series.
(19) The Corporation hereby classifies $30,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as
"8.68% Cumulative Preferred Stock", consisting of 300,000
shares of the par value of $100 each.
(20) The relative rights, preferences, limitations and
restrictions of the shares of the 8.68% Cumulative Preferred
Stock, shall be as follows:
(a) The annual dividend rate for such series shall
be 8.68% per annum;
(b) The redemption price for such series shall be
$109.61 per share prior to December 1, 1978; $107.44 per
share on and after December 1, 1978 but prior to December
1, 1983; $105.27 per share on and after December 1, 1983
but prior to December 1, 1988; $103.10 per share on and
after December 1, 1988 but prior to December 1, 1993; and
$101.80 per share on December 1, 1993 and thereafter;
provided, however, that no share of such series shall be
redeemed prior to December 1, 1978 if such redemption is
for the purpose or in anticipation of refunding such
share directly or indirectly, through the incurring of
debt, or through the issuance of capital stock ranking
equally with or prior to the shares of such series as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice), or such
capital stock has an effective dividend cost to the
Corporation (so computed), of less than 8.68% per annum;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be the redemption
price in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or $100 per
share in the event of any involuntary liquidation,
dissolution or winding up of the Corporation;
(d) There shall not be any sinking fund provided
for the purchase or redemption of shares of such series.
(21) The Corporation hereby classifies $30,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as "12%
Cumulative Preferred Stock", consisting of 300,000 shares of
the par value of $100 each.
(22) The relative rights preferences, limitations and
restrictions of the shares of the 12% Cumulative Preferred
Stock shall be as follows:
(a) The annual dividend rate for such series shall
be 12% per annum;
(b) The redemption price for such series shall be
$112.00 per share prior to September 1, 1985; $106.00 per
share on and after September 1, 1985 but prior to
September 1, 1990; $103.00 per share on and after
September 1, 1990 but prior to September 1, 1995; and
$101.20 per share on September 1, 1995 and thereafter;
provided, however, that no share of such series shall be
redeemed prior to September 1, 1980 if such redemption is
for the purpose or in anticipation of refunding such
share, directly or indirectly, through the incurring of
debt, or through the issuance of capital stock ranking
equally with or prior to the shares of such series as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice), or such
capital stock has an effective dividend cost to the
Corporation (so computed), of less than 12.75% per annum;
(c) the preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be the redemption
price provided in subparagraph (b) hereof in effect at
the date of any voluntary liquidation, dissolution or
winding up of the Corporation; or $100 per share in the
event of any involuntary liquidation, dissolution or
winding up of the Corporation;
(d)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law on
October 1 in each year commencing with the year 1980,
redeem as and for a sinking fund requirement, out of
funds legally available therefor, a number of shares
equal to 5% of the total number of shares classified as
12% Cumulative Preferred Stock in paragraph (21) hereof
at a redemption price of $100 per share. The sinking
fund requirement shall be cumulative so that if on any
such October 1 the sinking fund requirement shall not
have been met, then such sinking fund requirement, to the
extent not met, shall become an additional sinking fund
requirement for the next succeeding October 1 on which
such redemption may be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as provided
in subparagraph (d)(1) hereof, to redeem at a redemption
price of $100 per share, an additional number of shares
equal to 5% of the total number of shares classified as
12% Cumulative Preferred Stock in paragraph (21) hereof.
No redemption made pursuant to this subparagraph (d)(2)
shall be deemed to fulfill any sinking fund requirement
established pursuant to subparagraph (d)(1).
(3) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on October 1 of any year pursuant to subparagraph
(d)(1) shares of such series theretofore purchased or
otherwise acquired by the Corporation.
(23) The Corporation hereby classifies $40,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as
"$2.15 Cumulative Preferred Stock", consisting of 1,600,000
shares of the par value of $25 each.
(24) The relative rights, preferences, limitations and
restrictions of the shares of the $2.15 Cumulative Preferred
Stock shall be as follows:
(a) The annual dividend rate for such series shall
be $2.15 per annum;
(b) The redemption price for such series shall be
$27.15 per share prior to May 1, 1982; $26.61 per share
on and after May 1, 1982 but prior to May 1, 1987; $26.08
per share on and after May 1, 1987 but prior to May 1,
1992; $25.54 per share on and after May 1, 1992 but prior
to May 1, 1997; and $25.22 per share on May 1, 1997 and
thereafter; provided, however, that no share of such
series shall be redeemed prior to May 1, 1982 if such
redemption is for the purpose or in anticipation of
refunding such share, directly or indirectly, through the
incurring of debt, or through the issuance of capital
stock ranking equally with or prior to the shares of such
series as to dividends or assets, if such debt has an
effective interest cost to the Corporation (computed in
accordance with generally accepted financial practice),
or such capital stock has an effective dividend cost to
the Corporation (so computed), of less than 8.99% per
annum;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be the redemption
price provided in subparagraph (b) hereof in effect at
the date of any voluntary liquidation, dissolution or
winding up of the Corporation; or $25 per share in the
event of any involuntary liquidation, dissolution or
winding up of the Corporation; and
(d) There shall not be any sinking fund
requirements for the purchase or redemption of the shares
of such series.
(25) The Corporation hereby classifies $40,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as
"$2.25 Cumulative Preferred Stock", consisting of 1,600,000
shares of the par value of $25 each.
(26) The relative rights, preferences, limitations and
restrictions of the shares of the $2.25 Cumulative Preferred
Stock shall be as follows:
(a) The annual dividend rate for such series shall
be $2.25 per annum;
(b) The redemption price for such series shall be
$27.25 per share prior to March 1, 1983; $26.69 per share
on and after March 1, 1983 but prior to March 1, 1988;
$26.13 per share on and after March 1, 1988 but prior to
March 1, 1993; $25.56 per share on and after March 1,
1993 but prior to March 1, 1998; and $25.23 per share on
March 1, 1998 and thereafter; provided, however, that no
share of such series shall be redeemed prior to March 1,
1983 if such redemption is for the purpose or in
anticipation of refunding such share, directly or
indirectly, through the incurring of debt, or through the
issuance of capital stock ranking equally with or prior
to the shares of such series as to dividends or assets,
if such debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such capital stock has
an effective dividend cost to the Corporation (so
computed), of less than 9.32% per annum;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be the redemption
price provided in subparagraph (b) hereof in effect at
the date of any voluntary liquidation, dissolution or
winding up of the Corporation; or $25 per share in the
event of any involuntary liquidation, dissolution or
winding up of the Corporation; and
(d) There shall not be any sinking fund
requirements for the purchase or redemption of the shares
of such series.
(27) The Corporation hereby classifies $40,000,000 par
value of the Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as
"$2.75 Cumulative Preferred Stock", consisting of 1,600,000
shares of the par value of $25 each.
(28) The relative rights, preferences, limitations and
restrictions of the shares of the $2.75 Cumulative Preferred
Stock shall be as follows:
(a) The annual dividend rate for such series shall
be $2.75 per annum;
(b) The redemption price for such series shall be
$27.75 per share prior to October 1, 1984; $27.07 per
share on and after October 1, 1984 but prior to October
1, 1989; $26.38 per share on and after October 1, 1989
but prior to October 1, 1994; $25.69 per share on and
after October 1, 1994 but prior to October 1, 1999;
$25.28 per share on October 1, 1999 and thereafter;
provided, however, that no share of such series shall be
redeemed prior to October 1, 1984 if such redemption is
for the purpose or in anticipation of refunding such
share, directly or indirectly, through the incurring of
debt, or through the issuance of capital stock ranking
equally with or prior to the shares of such series as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice), or such
capital stock has an effective dividend cost to the
Corporation (so computed), of less than 11.31% per annum;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be the redemption
price provided in subparagraph (b) hereof in effect at
the date of any voluntary liquidation, dissolution or
winding up of the Corporation; or $25 per share in the
event of any involuntary liquidation, dissolution or
winding up of the Corporation; and
(d)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law on
October 1 in each year commencing with the year 1984,
redeem as and for a sinking fund requirement, out of
funds legally available therefor, a number of shares
equal to 5% of the total number of shares classified as
$2.75 Cumulative Preferred Stock in paragraph (27) hereof
at a redemption price of $25 per share. The sinking fund
requirement shall be cumulative so that if on any such
October 1 the sinking fund requirement shall not have
been met, then such sinking fund requirement, to the
extent not met, shall become an additional sinking fund
requirement for the next succeeding October 1 on which
such redemption may be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as provided
in subparagraph (d)(1) hereof, to redeem at a redemption
price of $25 per share, an additional number of shares
equal to 5% of the total number of shares classified as
$2.75 Cumulative Preferred Stock in paragraph (27)
hereof. No redemption made pursuant to this sub-
paragraph (d)(2) shall be deemed to fulfill any sinking
fund requirement established pursuant to subparagraph
(d)(1).
(3) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on October 1 of any year pursuant to subparagraph
(d)(1) shares of such series theretofore purchased or
otherwise acquired by the Corporation.
The Corporation hereby classifies $40,000,000 par
value of the Cumulative Preferred Stock as a series of
such Cumulative Preferred Stock as a series of such
Cumulative Preferred Stock, which shall be designated as
"$3.63 Cumulative Preferred Stock", consisting of
1,600,000 shares of the par value of $25 each.
The relative rights, preferences, limitations and
restrictions of the shares of the $3.63 Cumulative
Preferred Stock shall be as follows:
(a) The annual dividend rate for such series shall
be $3.63 per annum;
(b) The redemption price for such series shall be
$28.63 per share prior to November 1, 1986; $27.72 per
share on and after November 1, 1986 but prior to November
1, 1991; $26.82 per share on and after November 1, 1991
but prior to November 1, 1996; and $25.91 per share on
and after November 1, 1996 but prior to November 1, 2001;
and $25.36 per share on November 1, 2001 and thereafter;
provided, however, that no share of such series shall be
redeemed prior to November 1, 1986 if such redemption is
for the purpose or in anticipation of refunding such
share, directly or indirectly, through the incurring of
debt, or through the issuance of capital stock ranking
equally with or prior to the shares of such series as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice), or such
capital stock has an effective dividend cost to the
Corporation (so computed), of less than 15% per annum;
(c) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be the redemption
price provided in paragraph (b) hereof in effect at the
date of any voluntary liquidation, dissolution or winding
up of the Corporation; or $25 per share in the event of
any involuntary liquidation, dissolution or winding up of
the Corporation; and
(d)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law on
January 1 in each year commencing with the year 1987,
redeem as and for a sinking fund requirement, out of
funds legally available therefor, a number of shares
equal to 5% of the total number of shares classified as
$3.63 Cumulative Preferred Stock in this resolution at a
redemption price of $25 per share. The sinking fund
requirement shall be cumulative so that if on any such
January 1 the sinking fund requirement shall not have
been met, then such sinking fund requirement, to the
extent not met, shall become an additional sinking fund
requirement for the next succeeding January 1 on which
such redemption may be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as provided
in subparagraph (d)(1) hereof, to redeem at a redemption
price of $25 per share, an additional number of shares
equal to 5% of the total number of shares classified as
$3.63 Cumulative Preferred Stock in this resolution. No
redemption made pursuant to this subparagraph (d)(2)
shall be deemed to fulfill any sinking fund requirement
established pursuant to subparagraph (d)(1).
(3) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on January 1 of any year pursuant to subparagraph
(d)(1) shares of such series theretofore purchased or
otherwise acquired by the Corporation.
(29) (a) The designation, description and terms of a new
series of 300,000 shares of Cumulative Preferred Stock,
$100 par value, are set forth in this paragraph (29).
The distinctive serial designation of such series which
is hereby created shall be "6-7/8% Cumulative Preferred
Stock".
(b) The annual dividend rate for such series shall
be 6-7/8% per share per annum, which dividend shall be
calculated, per share, at such percentage multiplied by
$100. Dividends on all shares of said series issued
prior to the record date for the initial dividend payable
on all shares of such series shall be cumulative from the
date of initial issuance of the shares of such series.
(c) Such series shall not be subject to redemption
prior to February 1, 2003; the regular redemption price
for shares of such series shall be $100 per share on or
after February 1, 2003, plus an amount equal to accrued
and unpaid dividends to the date of redemption.
(d) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be $100 per share,
plus an amount equal to accrued and unpaid dividends to
the date of redemption.
(e)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law, on
April 1, 2003 and on each April 1 thereafter to and
including April 1, 2007, redeem as and for a sinking fund
requirement, out of funds legally available therefor, a
number of shares equal to 5% of the total number of
shares initially classified as 6-7/8% Cumulative
Preferred Stock in this paragraph (29) at a sinking fund
redemption price of $100 per share plus accrued and
unpaid dividends to the date of redemption. The sinking
fund requirement shall be cumulative so that if on any
such April 1 the sinking fund requirement shall not have
been met, then such sinking fund requirement, to the
extent not met, shall become an additional sinking fund
requirement for the next succeeding April 1 on which such
redemption may be effected.
(2) The remaining shares of such series
outstanding on April 1, 2008 will be redeemed, to the
extent permitted by law, by mandatory redemption, out of
funds legally available therefor, on such date at a
mandatory redemption price of $100 per share plus accrued
and unpaid dividends to the date of redemption.
(3) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on April 1 of any year pursuant to subparagraph
(e)(1) shares of such series theretofore purchased or
otherwise acquired by the Corporation and not previously
credited against any such sinking fund requirement.
(f) The shares of such series shall not have any
rights to convert the same into and/or purchase stock of
any other series or class or any other securities, or any
special rights other than those specified herein.
(30) (a) The designation, description and terms of a new
series of 400,000 shares of Cumulative Preferred Stock,
$100 par value, are set forth in this paragraph (30).
The distinctive serial designation of such series which
is here-by created shall be "5.90% Cumulative Preferred
Stock".
(b) The annual dividend rate for such series shall
be 5.90% per share per annum, which dividend shall be
calculated, per share, at such percentage multiplied by
$100. Dividends on all shares of said series issued
prior to the record date for the initial dividend payable
on all shares of such series shall be cumulative from the
date of initial issuance of the shares of such series.
(c) Such series shall not be subject to redemption
prior to November 1, 2003; the redemption price for
shares of such series shall be $100 per share on or after
November 1, 2003, plus an amount equal to accrued and
unpaid dividends to the date of redemption.
(d) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be $100 per share,
plus an amount equal to accrued and unpaid dividends.
(e)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law, on
January 1, 2004 and on each January 1 thereafter to and
including January 1, 2008, redeem as and for a sinking
fund requirement, out of funds legally available
therefor, a number of shares equal to 5% of the total
number of shares initially classified as 5.90% Cumulative
Preferred Stock in this paragraph (30) at a sinking fund
redemption price of $100 per share, plus accrued and
unpaid dividends to the date of redemption. The
remaining shares of such series outstanding on January 1,
2009 will be redeemed as a final sinking fund
requirement, to the extent permitted by law, out of funds
legally available therefor, on such date at a sinking
fund redemption price of $100 per share, plus accrued and
unpaid dividends to the date of redemption. The sinking
fund requirement shall be cumulative so that if on any
such January 1 the sinking fund requirement shall not
have been met, then such sinking fund requirement, to the
extent not met, shall become an additional sinking fund
requirement for the next succeeding January 1 on which
such redemption may be effected.
(2) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on January 1 of any year pursuant to subparagraph
(e)(1) shares of such series theretofore purchased or
otherwise acquired by the Corporation and not previously
credited against any such sinking fund requirement.
(f) The shares of such series shall not have any
rights to convert the same into and/or purchase stock of
any other series or class or any other securities, or any
special rights other than those specified herein.
(31) (a) The designation, description and terms of a new
series of 300,000 shares of Cumulative Preferred Stock,
$100 par value, are set forth in this paragraph (31).
The distinctive serial designation of such series which
is hereby created shall be "6-1/4% Cumulative Preferred
Stock".
(b) The annual dividend rate for such series shall
be 6-1/4% per share per annum, which dividend shall be
calculated, per share, at such percentage multiplied by
$100. Dividends on all shares of said series issued
prior to the record date for the initial dividend payable
on all shares of such series shall be cumulative from the
date of initial issuance of the shares of such series.
(c) Such series shall not be subject to redemption
prior to December 1, 2003; the redemption price for
shares of such series shall be $100 per share on or after
December 1, 2003, plus an amount equal to accrued and
unpaid dividends to the date of redemption.
(d) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be $100 per share,
plus an amount equal to accrued and unpaid dividends.
(e)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law, on
April 1, 2004 and on each April 1 thereafter to and
including April 1, 2008, redeem as and for a sinking fund
requirement, out of funds legally available therefor, a
number of shares equal to 5% of the total number of
shares initially classified as 6-1/4% Cumulative
Preferred Stock in this paragraph (31) at a sinking fund
redemption price of $100 per share, plus accrued and
unpaid dividends to the date of redemption. The
remaining shares of such series outstanding on April 1,
2009 will be redeemed as a final sinking fund
requirement, to the extent permitted by law, out of funds
legally available therefor, on such date at a sinking
fund redemption price of $100 per share, plus accrued and
unpaid dividends to the date of redemption. The sinking
fund requirement shall be cumulative so that if on any
such April 1 the sinking fund requirement shall not have
been met, then such sinking fund requirement, to the
extent not met, shall become an additional sinking fund
requirement for the next succeeding April 1 on which such
redemption may be effected.
(2) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on April 1 of any year pursuant to subparagraph
(e)(1) shares of such series theretofore purchased or
otherwise acquired by the Corporation and not previously
credited against any such sinking fund requirement.
(f) The shares of such series shall not have any
rights to convert the same into and/or purchase stock of
any other series or class or any other securities, or any
special rights other than those specified herein.
(32) (a) The designation, description and terms of a new
series of 350,000 shares of Cumulative Preferred Stock,
$100 par value, are set forth in this paragraph (32).
The distinctive serial designation of such series which
is hereby created shall be "6.30% Cumulative Preferred
Stock".
(b) The annual dividend rate for such series shall
be 6.30% per share per annum, which dividend shall be
calculated, per share, at such percentage multiplied by
$100. Dividends on all shares of said series issued
prior to the record date for the initial dividend payable
on all shares of such series shall be cumulative from the
date of initial issuance of the shares of such series.
(c) Such series shall not be subject to redemption
prior to March 1, 2004; the redemption price for shares
of such series shall be $100 per share on or after March
1, 2004, plus an amount equal to accrued and unpaid
dividends to the date of redemption.
(d) The preferential amounts to which the holders
of shares of such series shall be entitled upon any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation shall be $100 per share,
plus an amount equal to accrued and unpaid dividends.
(e)(1) A sinking fund shall be established for the
retirement of the shares of such series. So long as
there shall remain outstanding any shares of such series,
the Corporation shall, to the extent permitted by law, on
July 1, 2004 and on each July 1 thereafter to and
including July 1, 2008, redeem as and for a sinking fund
requirement, out of funds legally available therefor, a
number of shares equal to 5% of the total number of
shares initially classified as 6.30% Cumulative Preferred
Stock in this paragraph (32) at a sinking fund redemption
price of $100 per share, plus accrued and unpaid
dividends to the date of redemption. The remaining
shares of such series outstanding on July 1, 2009 will be
redeemed as a final sinking fund requirement, to the
extent permitted by law, out of funds legally available
therefor, on such date at a sinking fund redemption price
of $100 per share, plus accrued and unpaid dividends to
the date of redemption. The sinking fund requirement
shall be cumulative so that if on any such July 1 the
sinking fund requirement shall not have been met, then
such sinking fund requirement, to the extent not met,
shall become an additional sinking fund requirement for
the next succeeding July 1 on which such redemption may
be effected.
(2) The Corporation shall be entitled, at its
election, to credit against the sinking fund requirement
due on July 1 of any year pursuant to subparagraph (e)(1)
shares of such series theretofore purchased or otherwise
acquired by the Corporation and not previously credited
against any such sinking fund requirement.
(f) The shares of such series shall not have any
rights to convert the same into and/or purchase stock of
any other series or class or any other securities, or any
special rights other than those specified herein.
B. Common Stock
Each share of the Common Stock shall be equal in all respects
to every other share of the Common Stock.
____________________
All stock of the Corporation without par value, whether
authorized herein or upon subsequent increase of capital, may
be issued from time to time for such consideration as may be
fixed from time to time by the Board of Directors and approved
by any governmental authorities having jurisdiction in the
premises if and to the extent that such approval is required
by law.
7. As to the voting rights and powers of the shares of each
class and of each series see paragraphs (7), (8) and (10)(c) under
Article 6 above.
8. The stated capital of the Corporation at the time of
filing these Amended Articles is at least one thousand dollars
($1,000).
9. The maximum number of Directors of this Corporation shall
be fifteen (15). The exact number of Directors which shall
constitute the whole Board of Directors of this Corporation shall
be such as from time to time shall be specified by the by-laws, but
at not less than three (3) nor at more than fifteen (15). Whenever
the by-laws do not specify such exact number, then such number
shall be eleven (11). A majority in number of the Board of
Directors shall be bona fide residents and citizens of the State of
Indiana while acting as such Directors.
10. The names and post-office addresses of the Directors of
the Corporation are as follows:
Frank N. Bien, 180 East Broad Street,
Columbus, Ohio 43215
William A. Black, 2101 Spy Run Avenue,
Fort Wayne, Indiana 46801
Lawrence R. Brunke, 2101 Spy Run Avenue,
Fort Wayne, Indiana 46801
Richard E. Disbrow, 180 East Broad Street,
Columbus, Ohio 43215
John E. Dolan, 180 East Broad Street,
Columbus, Ohio 43215
Gerald E. LeMasters, 2101 Spy Run Avenue,
Fort Wayne, Indiana 46801
Gerald P. Maloney, 2 Broadway,
New York, New York 10004
Richard C. Menge, 2101 Spy Run Avenue,
Fort Wayne, Indiana 46801
C. Wayne Roahrig, 419 N. Walnut Street,
Muncie, Indiana 47305
Jack F. Stark, 2101 Spy Run Avenue,
Fort Wayne, Indiana 46801
W. S. White, Jr., 180 East Broad Street,
Columbus, Ohio 43215
The names and addresses of the President and the
Secretary of the Corporation are as follows:
President: William A. Black, 2101 Spy Run Avenue,
Fort Wayne, Indiana 46801
Secretary: John R. Burton, 180 East Broad Street,
Columbus, Ohio 43215
11. All meetings of stockholders may be held within or
without the State of Indiana at such place as shall be specified in
the call thereof.