RESTATED CERTIFICATE OF
INCORPORATION
OF
JERSEY CENTRAL POWER
& LIGHT COMPANY
Dated: May 26, 1982
Filed and Recorded: May 27, 1982
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RESTATED CERTIFICATE OF
INCORPORATION OF
JERSEY CENTRAL POWER &
LIGHT COMPANY
WHEREAS, pursuant to N.J.S.A. 14A:9-5, a corporation may restate and
integrate in a single certificate the provisions of its certificate of
incorporation as theretofore amended, including any provisions effected by a
merger or consolidation; and
WHEREAS, provided the restated certificate does not include any
substantive amendments to the original Certificate of Incorporation
theretofore amended, it may be adopted by the Board of Directors; and
WHEREAS, the original Certificate of Incorporation of Jersey Central
Power & Light Company is dated March 24, 1925, was filed and recorded in the
office of the New Jersey Secretary of State on March 27, 1925, and
subsequently has been amended on many occasions since its original adoption;
and
WHEREAS, Jersey Central Power & Light Company has succeeded to the
privileges, powers, and franchises, of a public as well as of a private
nature, of each of certain previously merged and consolidated corporations,
namely, the Central Jersey Power & Light Company, City Gas Light Company,
Consolidated Gas Company of New Jersey, Jersey Central Power & Light Company,
Lakewood and Coast Electric Company, Monmouth Lighting Company, Shore Lighting
Company, Toms River Electric Company, Tri-County Electric Company, The Coast
Gas Company, The Lakewood Gas Company, The Shore Gas Company, Cape Island Gas
Company, Boonton Gas Light and Improvement Company, Ocean Gas Company, New
Jersey Gas and Electric Company, Cape May Gas Company, Red Bank Gas Light
Company, Agincourt Land Corporation, Yards Creek Pumped Storage Power Company,
and New Jersey Power & Light Company.
WHEREAS, the Board of Directors of Jersey Central Power & Light Company
have determined to adopt this Restated Certificate of Incorporation by a
resolution adopted on May 20, 1982.
Now, therefore, Jersey Central Power & Light Company hereby restates its
Certificate of Incorporation to read in full as follows:
ARTICLE I.
The name of this corporation is Jersey Central Power & Light Company
(hereinafter referred to as the "Company") which shall have and possess all
the rights, franchises, privileges, powers, immunities and capacities which
were or had been granted to or conferred upon or possessed or enjoyed by
certain corporations previously merged with the Company under and by virtue of
any of the laws of the State of New Jersey.
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ARTICLE II.
The purpose of the Company is to engage in any lawful activity for which
corporations may be organized pursuant to the New Jersey Business Corporation
Act, N.J.S. 14A:1-1, and such other laws of the State of New Jersey as may be
applicable.
ARTICLE III.
The number of directors of the Company constituting the current board of
directors is nine and their names and places of residence are as follows:
Names Places of Residence
Dennis Baldassari 154 Lake Road,
Morristown, N.J.
Verner H. Condon Post House Road,
Morristown, N.J.
Herman M. Dieckamp 29 Crystal Road,
Mountain Lakes, N.J.
Fred D. Hafer 5 Brandywine Court,
Scotch Plains, N.J.
William G. Kuhns 100 Essex Drive,
Tenafly, N.J.
Gordon P. Mundrane Green Knolls Road,
Convent Station, N.J.
Paul H. Preis 23 Christopher Street,
Dover, N.J.
Robert H. Sims 19 Oak Park Drive,
Convent Station, N.J.
William A. Verrochi 4D Dorado Drive
Morristown, N.J.
ARTICLE IV.
The location of the principal office of the Company is at Madison Avenue
at Punch Bowl Road, Township of Morris, County of Morris, and State of New
Jersey, and the name of the Registered Agent upon whom process against the
Company may be served is Robert O. Brokaw.
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ARTICLE V.
The existence of the Company shall be perpetual.
ARTICLE VI.
FIRST: The total authorized capital stock of the Company shall consist
of:
(A) Sixteen million (16,000,000) shares of common stock of the par
value of Ten ($10) Dollars each; and
(B) Fifteen million six hundred thousand (15,600,000) shares of
cumulative preferred stock, without par value, and having a maximum aggregate
stated value of three hundred million ($300,000,000) dollars.
From time to time the capital stock of the Company may be issued and
sold in such amounts and proportions and for such consideration as may be
fixed by the Board of Directors of the Company, and as may be permitted by law
and all capital stock so issued and sold shall be deemed fully paid and
nonassessable and the holder of any shares shall not be liable to the Company
or its creditors in respect thereof.
SECOND: The Board of Directors is hereby empowered to issue the
cumulative preferred stock in one or more series with such variations as the
Board of Directors may determine, pursuant to applicable law, prior to the
first issue of any series thereof respecting: (1) the annual dividend rate
and the date from which dividends shall be cumulative on shares issued on or
prior to the record date for the first dividend; (2) the terms on which the
same may be redeemed; (3) the amount or amounts payable to the holders thereof
in case of any voluntary or involuntary liquidation, dissolution or winding
up, which amounts may differ for voluntary and for involuntary liquidation,
dissolution or winding up; (4) the terms or amount of any sinking fund
provided for the purchase or redemption thereof; (5) the conversion,
participating or other special rights thereof, if any, and (6) the stated
value per share, which was $100 per share for each of the seven issues
aggregating 1,600,000 shares of cumulative preferred stock and $25 per share
for one issue aggregating 2,000,000 shares of cumulative preferred stock, all
issued prior to the adoption of this Restated Certificate of Incorporation
and, in the case of each share of cumulative preferred stock of subsequent
series, shall be an amount equal to the consideration received by the Company
upon issuance thereof and shall also be equal to the preferential claim of
such share in the event of involuntary liquidation, dissolution or winding up
of the Company. In all other respects the stock of each such series of the
cumulative preferred stock shall be equal.
THIRD: (A) 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
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payment of dividends, cumulative preferential dividends at the annual dividend
rate for the particular series fixed as herein provided, and no more, payable
quarter-yearly on the first days of February, May, August and November in each
year, to stockholders of record on the date, not exceeding thirty (30) days
and not less than ten (10) days preceding such dividend payment date, to be
fixed by the Board of Directors, before any dividends shall be declared or
paid upon or set apart for the common stock of the Company. No such dividends
shall be declared at any time upon any series of the cumulative preferred
stock unless there shall likewise be declared on all shares of all series of
such 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 dividend period, to the extent that such shares are
entitled to receive dividends for such dividend period or periods.
(B) So long as any shares of the cumulative preferred stock of any
series are outstanding,
(1) no dividend shall be declared upon the common stock of the Company
unless full dividends on the shares of all series of the cumulative preferred
stock, at the time outstanding, for all past dividend periods and for the
current quarterly dividend period, but without interest on cumulative
dividends, shall have been paid or set apart for payment, and
(2) no dividend (other than dividends payable in common stock of the
Company or in any other stock of the Company subordinate to the cumulative
preferred stock as to assets and dividends) shall be paid or any distribution
made upon stock of the Company other than the cumulative preferred stock and
no such subordinate stock shall be acquired by the Company by purchase or
otherwise for value, if after giving effect of such payment, distribution,
purchase or acquisition, the aggregate amount of such dividends,
distributions, purchases and acquisitions paid or made since the authorization
of the cumulative preferred stock (including the amount so proposed to be
expended for such purpose) together with all other charges to earned surplus
since April 30, 1946, exceeds the sums of (a) all credits to earned surplus
since April 30, 1946, and (b) all amounts credited to capital surplus after
April 30, 1946, arising from (i) the donation to the Company of cash or
securities (excluding, however, the donation of securities so subordinate to
the cumulative preferred stock) or (ii) transfers of amounts from earned
surplus to capital surplus, and
(3) if and so long as the Common Stock Equity, as hereinafter defined,
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 twenty per centum (20%) of Total Capitalization, as defined,
the Company shall not declare dividends on the common stock in an amount
which, together with all other dividends on common stock declared within the
year ending with (and including) the date of such dividend declaration,
exceeds fifty per centum (50%) of the Net Income of the Company Available for
Dividends on the Common Stock, as defined, for the twelve full calendar months
immediately preceding the month in which such dividends are declared, and
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(4) 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
twenty-five
per centum (25%) but not less than twenty per centum (20%) of Total
Capitalization, the Company shall not declare dividends on the common stock in
an amount which, together with all other dividends on common stock declared
within the year ending with (and including) the date of such dividend
declaration, exceeds seventy-five per centum (75%) of Net Income of the
Company Available for Dividends on the Common Stock for the twelve full
calendar months immediately preceding the month in which such dividends are
declared, and
(5) at any time when the Common Stock Equity is twenty-five per centum
(25%) or more of Total Capitalization, the Company may not pay dividends on
shares of the common stock which would reduce the Common Stock Equity below
twenty-five per centum (25%) of Total Capitalization; provided, however, that
even though the payment of such dividends would reduce the Common Stock Equity
below twenty-five per centum (25%) of Total Capitalization, such dividends may
be declared to the extent that the same together with all dividends on common
stock declared within the year ending with (and including) the date of such
dividend declaration, do not exceed seventy-five per centum (75%) of the Net
Income of the Company Available for Dividends on the Common Stock for the
twelve full calendar months immediately preceding the month in which such
dividends are declared.
In computing the amount available for any dividend, distribution,
purchase or acquisition, charges and credits to earned surplus shall be made
in accordance with sound accounting practice.
For the purpose of this subparagraph (B):
The word "dividends" when used with reference to the common stock shall
include dividends or other distributions on or the purchase or other
acquisition for value of shares of common stock, but shall not include any
portion of dividends payable in shares of the common stock.
The term "Common Stock Equity" shall mean the sum of the amount of the
par or stated value of the issued and outstanding shares of the common stock
and the surplus (including capital or paid-in surplus) and premium on common
stock of the Company less the amount known, or estimated if not known, to
represent the excess, if any, of recorded value over original cost of used and
useful utility plant and other property, and less any items set forth on the
asset side of the balance sheet as a result of accounting convention such as
unamortized debt discount and expense, capital stock discount and expense, and
the excess, if any, of the aggregate amount payable on involuntary
dissolution, liquidation or winding up of the Company upon all outstanding
shares of cumulative preferred stock of all series over the aggregate stated
value of such shares, unless such amount or items so to be deducted in the
determination of the Common Stock Equity are being amortized, depreciated, or
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otherwise disposed of.
The term "Total Capitalization" shall mean the aggregate of the par or
stated value of the issued and outstanding shares of stock of all classes of
the Company and the surplus (including capital or paid-in surplus) and premium
on capital stock of the Company, plus the principal amount of all outstanding
debt
maturing more than twelve months from the date of the determination of Total
Capitalization.
The term "Net Income of the Company Available for Dividends on the
Common Stock" shall mean for any twelve months period an amount equal to the
sum of the operating revenues and income from investments and other
miscellaneous income for such period, less all deductions (including accruals)
for operating expenses for such period, including maintenance and provision
for depreciation or amortization, income and excess profits and other taxes,
interest charges, other amortization charges and other income deductions, all
as shall be determined in accordance with sound accounting practice, and less
also current and accrued dividends on all outstanding shares of stock of the
Company ranking prior to the common stock as to dividends or assets. For the
purpose of determining Net Income of the Company Available for Dividends on
the Common Stock the deduction on account of provision for depreciation shall
be in the amount therefor shown on the books of the Company but shall not be
less than 15% of the gross operating revenues of the Company during such
period after deducting from such revenues an amount equal to the aggregate
cost of electricity or manufactured or natural gas purchased during such
period for the purpose of resale in connection with the operation of the
Company's operating property, less an amount equal to the aggregate of the
charges to operating expense during such period for current repairs and
maintenance of such operating property.
If at any time when any calculation of Common Stock Equity, Total
Capitalization or Net Income of the Company Available for Dividends is
required to be made the Company shall have one or more subsidiaries whose
accounts may properly be consolidated with the accounts of the Company, such
calculation shall be made for the Company with such subsidiaries on a
consolidated basis in accordance with sound accounting practice.
FOURTH: (A) The cumulative preferred stock may be called for
redemption in whole or in part at any time or from time to time by mailing
notice thereof to the holders of record of the shares to be redeemed at least
thirty (30) days, but not more than ninety (90) days, prior to the date stated
in such notice and upon which dividends shall cease to accrue upon or for such
shares. Such notice may be published concurrently with the mailing thereof at
least once in a newspaper published in the English language and of general
circulation in the Borough of Manhattan in the City of New York, in which case
no failure to mail any such notice and no defect therein or in the mailing
thereof shall affect the validity of the proceedings for the redemption of the
shares so to be redeemed.
(B) Upon or after the giving of such notice the Company may deposit,
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with a bank or trust company in good standing and organized under the laws of
the United States of America or of the State of New York and doing business in
the Borough of Manhattan in the City of New York, in trust for the account of
the holders of the shares so to be redeemed, and so as to be and continue to
be available therefor, the redemption price of the shares so to be redeemed,
together in the case of each share, with a sum of money equivalent to
dividends at the annual dividend rate for the series of which such share is a
part, from the date from which dividends on such share became cumulative to
the date fixed
for the redemption thereof, less the amount of dividends theretofore paid
thereon. Upon, from and after such deposit of the redemption funds in trust
as aforesaid, the shares so to be redeemed shall no longer be deemed to be
outstanding, the right to receive dividends thereon shall cease to accrue 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
thereafter, out of the funds so deposited, the amount payable upon the
redemption thereof without interest.
(C) Unless the moneys for the redemption price and dividends as
aforesaid are so deposited and the shares so called for redemption thereupon
redeemed, the Company shall, on or before the date fixed in such notice of
redemption, set aside, separate and apart from its other funds, in trust for
the account of the holders of the shares so to be redeemed, and so as to be
and continue to be available therefor, the redemption price of the shares so
to be redeemed together with a sum equal to the dividends, payable on such
shares to the redemption date fixed in said notice, and from and after such
date (unless default shall be made in so providing the redemption funds) the
shares so to be redeemed shall no longer be deemed to be outstanding, the
right to receive dividends thereon shall cease to accrue 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 thereafter, out of the
funds so set aside, the amount payable upon the redemption thereof without
interest.
(D) In case of the redemption of a part only of any series of the
cumulative preferred stock at the time outstanding, the shares of cumulative
preferred stock to be redeemed shall be selected by lot, in such manner as the
Board of Directors may determine, by a bank or trust company selected for that
purpose by the Board of Directors.
(E) Nothing herein contained shall limit any right of the Company to
purchase or otherwise acquire shares of the cumulative preferred stock
provided that if, at any time, the Company has failed to pay dividends in full
on any outstanding shares of cumulative preferred stock, thereafter and until
dividends in full on all such shares of cumulative preferred stock have been
paid, or declared and set apart for payment, for all past quarter-yearly
dividend periods, the Company shall not redeem any cumulative preferred stock
unless all the shares of cumulative preferred stock outstanding are redeemed
and shall not purchase or otherwise acquire for value any shares of cumulative
preferred stock except in accordance with an offer (which may vary with
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respect to shares of different series) made to all holders of shares of
cumulative preferred stock.
FIFTH: (A) 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 Company, and after paying or providing for
the payment of all creditors of the Company, 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 full
distributive amounts to which they are respectively entitled as herein
provided.
(B) All assets and funds of the Company remaining after paying or
providing for the payment of all creditors of the Company 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.
SIXTH: The holders of the cumulative preferred stock shall not be
entitled to any payment by way of dividends or otherwise, or have any rights
in the property of the Company or in the distribution thereof, other than as
is specifically provided in the preceding paragraphs.
SEVENTH: (A) Shares of the cumulative preferred stock shall not
entitle the holder thereof to vote at any election of directors or, except as
otherwise required by law or subsequent paragraphs hereof, on any other matter
submitted to the stockholders, provided that if and whenever four (4)
quarterly dividends payable on any part of the cumulative preferred stock
shall be in arrears in whole or in part, the holders of the cumulative
preferred stock voting as a class shall have the exclusive right to elect the
smallest number of directors necessary to constitute a majority of the full
Board of Directors and the common stock voting separately as a class shall be
entitled to elect the remaining number of directors of the Company. The terms
of office of all persons who may be directors of the Company at the time shall
terminate upon the election of a majority of the Board of Directors by the
holders of shares of the cumulative preferred stock whether or not the holders
of shares of the common stock shall then have elected the remaining directors
of the Company.
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(B) If and when all dividends then in default on the shares of the
cumulative preferred stock then 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 holders of the shares of the cumulative
preferred stock shall be divested of any special right with respect to the
election of Directors provided in subparagraph (A) of this paragraph SEVENTH
and the voting power of the holders of the shares of the cumulative preferred
stock and the holders of the shares of the common stock shall revert to the
status existing before the first dividend payment date on which dividends on
the shares of the cumulative preferred stock were not paid in full; but always
subject to the same provisions for vesting such special rights in the holders
of the shares of the cumulative preferred stock in case of further like
default or defaults on
dividends thereon as provided in subparagraph (A) of this paragraph SEVENTH.
Upon the termination of any such special right upon payment of all accumulated
and defaulted dividends on the shares of the cumulative preferred stock, the
terms of office of all persons who may have been elected Directors of the
Company by vote of the holders of the shares of the cumulative preferred
stock, as a class, pursuant to such special right shall forthwith terminate,
and the resulting vacancies shall be filled by the vote of a majority of the
remaining Directors.
(C) In case of any vacancy in the office of a Director occurring among
Directors elected by the holders of the shares of the cumulative preferred
stock, as a class, pursuant to the foregoing provisions of subparagraph (A) of
this paragraph SEVENTH, the remaining Directors elected by the holders of the
shares of cumulative preferred stock, by affirmative vote of a majority
thereof, or the remaining Director so elected if there be but one, may elect a
successor or successors to hold office for the unexpired terms of the Director
or Directors whose place or places shall be vacant. Likewise in case of any
vacancy in the office of a Director occurring among the Directors elected by
the holders of the shares of the common stock pursuant to the foregoing
provisions of subparagraph (A) of this paragraph SEVENTH, the remaining
Directors elected by the holders of the common stock, by affirmative vote of a
majority thereof, or the remaining Director so elected if there be but one,
may elect a successor or successors to hold office for the unexpired term of
the Director or Directors whose place or places shall be vacant.
(D) Whenever under the provision of subparagraph (A) of this paragraph
SEVENTH, the right shall have accrued to the holders of the shares of the
cumulative preferred stock to elect Directors, the Board of Directors shall,
within ten (10) days after delivery to the Company at its principal office of
a request to such effect signed by any holder of shares of the cumulative
preferred stock entitled to vote, call a special meeting of the stockholders
to be held within forty (40) days from the delivery of such request for the
purpose of electing Directors. At all meetings of stockholders held for the
purpose of electing Directors during such time as the holders of the shares of
cumulative preferred stock shall have the special right, voting separately and
as a class, to elect Directors pursuant to subparagraph (A) of this paragraph
SEVENTH, the presence in person or by proxy of the holders of a majority of
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the outstanding shares of the common stock shall be required to constitute a
quorum of such class for the election of Directors, and the presence in person
or by proxy of the holders of a majority of the total voting power of the
outstanding shares of the cumulative preferred stock shall be required to
constitute a quorum of such class for the election of Directors; provided,
however, that the absence of a quorum of the holders of stock of either such
class shall not prevent the election at any such meeting or adjournment
thereof of Directors by the other such class if the necessary quorum of the
holders of stock of such class is present in person or by proxy at such
meeting; and provided further, however, that in the absence of a quorum of the
holders of stock of either such class, a majority of the total voting power of
those holders of the stock of such class who are present in person or by proxy
shall have power to adjourn the election of the Directors to be elected by
such class from time to time without notice other than announcement
at the meeting until the requisite amount of holders of such class shall be
present in person or by proxy, but such adjournment shall not be made to a
date beyond the date for the mailing of notice of the next annual meeting of
the Company or special meeting in lieu thereof.
EIGHTH: (A) So long as any shares of the cumulative preferred stock
remain outstanding the Company shall not, without the consent (given as
provided in subparagraph (C) of this paragraph EIGHTH) of the holders of at
least two-thirds of the total voting power of shares of cumulative preferred
stock of all series then outstanding, either (1) create or authorize any class
or kind of stock ranking prior to the cumulative preferred stock with respect
to participation in the assets, surplus or earnings of the Company, either by
way of dividends or other distribution, or create or authorize any security or
contract convertible into shares of any such class or kind; (2) alter, amend,
change or repeal any of the express terms of the cumulative preferred stock or
of any series thereof, at the time outstanding, in any manner prejudicial to
the holders thereof; provided, that if any such alteration, amendment, change
or repeal would be prejudicial to the holders of the shares of one or more,
but not all, of the series of the cumulative preferred stock at the time
outstanding, such consent shall be required only from the holders of
two-thirds of the total voting power of shares of all series so affected then
outstanding; or (3) issue any shares of the cumulative preferred stock, in
addition to the current series aggregating 3,600,000 shares thereof,
(a) unless for any twelve (12) consecutive calendar months within the fifteen
(15) calendar months immediately preceding the calendar month within which
such additional shares of cumulative preferred stock shall be issued, the net
earnings of the Company available for the payment of interest charges on the
Company's indebtedness, determined after provision for depreciation (in an
amount not less than the minimum specified in subparagraph (B) of paragraph
THIRD above in the definition of Net Income of the Company Available for
Dividends on the Common Stock), amortization of utility plant acquisition
adjustment accounts, and all taxes and in accordance with sound accounting
practice, shall have been at least one and one-half (1 1/2) times the
aggregate for a twelve (12) months' period of the interest charges on
indebtedness of the Company and the dividend requirements on all shares of the
cumulative preferred stock to be outstanding immediately after the proposed
issue of such additional shares thereof, provided that there shall be excluded
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from the foregoing computation, interest charges on all indebtedness and
dividends on all stock which are to be retired in connection with the issue of
such additional shares of cumulative preferred stock, and also provided that,
where such additional shares of cumulative preferred stock are to be issued in
connection with the acquisition of new property, the net earnings of the
property to be so acquired may be included on a pro forma basis in the
foregoing computation, computed on the same basis as the net earnings of the
Company, and (b) unless the aggregate of the capital of the Company applicable
to the common stock and the surplus of the Company shall be not less than the
amount payable upon involuntary dissolution to the holders of the cumulative
preferred stock to be outstanding immediately after the proposed issue of such
additional cumulative preferred stock, excluding from the foregoing
computation all indebtedness and stock which are to be retired in connection
with the issue of such additional shares of cumulative preferred stock,
provided that no portion
of the surplus of the Company which shall be used to meet the requirements of
this clause (b) shall, after the issue of such additional shares of cumulative
preferred stock and until such additional shares or a like number of other
shares of cumulative preferred stock shall have been retired, be available for
dividends or other distribution upon the common stock.
(B) So long as any shares of the cumulative preferred stock remain
outstanding, the Company shall not, without the consent (given as provided in
subparagraph (C) of this paragraph EIGHTH) of the holders of a majority of the
total voting power of shares of cumulative preferred stock of all series then
outstanding, either:
(1) merge or consolidate with or into any other corporation or
corporations, unless merger or consolidation, 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 under the
provisions of the Public Utility Holding Company Act of 1935 by the Securities
and Exchange Commission or by any successor commission or regulatory authority
of the United States of America having jurisdiction in the premises; provided
that the provisions of this subparagraph (B) (1) shall not apply to a
purchase, or acquisition in any other manner which does not involve a merger
or consolidation, by the Company of the franchises (including franchises and
rights granted by corporate charter) or assets of another corporation; or
(2) issue, assume or otherwise become liable for the payment of any
unsecured notes, debentures or other securities representing unsecured
indebtedness (other than for the purpose of refunding or renewing outstanding
unsecured securities issued or assumed by the Company resulting in equal or
longer maturities or redeeming or otherwise retiring all outstanding shares of
the Company's preferred stock) if immediately after such issue or assumption
and the application of the proceeds of the securities thus issued or assumed:
(a) the total outstanding principal amount of all unsecured notes,
debentures and other securities representing unsecured indebtedness of the
Company will thereby exceed twenty percent (20%) of the aggregate of (i) the
total principal amount of all bonds and other securities representing secured
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indebtedness issued or assumed by the Company and then to be outstanding and
(ii) the capital stock, premiums thereon, and surplus of the Company, as
stated on its books, or
(b) the total outstanding principal amount of all unsecured notes,
debentures and other securities representing unsecured indebtedness of the
Company of maturities of less than ten years will thereby exceed ten percent
(10%) of such aggregate referred to in subparagraph (B) (2) (a).
For the purpose of this subparagraph (B) (2), the payment due upon the
maturity of a security representing unsecured indebtedness which had an
original single maturity in excess of ten (10) years or the payment due upon a
security representing unsecured indebtedness which was a part of any serial
indebtedness which had original maturities in excess of ten years shall not be
regarded as
unsecured indebtedness of a maturity of less than ten (10) years until such
payment shall be required to be made within three (3) years.
(C) Any consent required by this paragraph EIGHTH shall either be given
in writing or expressed by vote at a meeting of the holders of shares of
cumulative preferred stock, or such series thereof as may be requisite, called
for the purpose as hereinafter provided.
NINTH: (A) From time to time, without limitation of other rights and
powers of the Company as provided by law, the Company may reclassify its
capital stock and may create or authorize one or more classes or kinds of
stock ranking prior to or on a parity with or subordinate to the cumulative
preferred stock or may increase the authorized amount of cumulative preferred
stock or of the common stock or of any other class of stock of the Company or
may amend, alter, change or repeal any of the rights, privileges, terms and
conditions of the shares of cumulative preferred stock or of any series
thereof then outstanding, or of the common stock, or of any other class of
stock of the Company, upon the vote, given at a meeting called for that
purpose, of the holders of a majority of the total voting power of the shares
of stock then entitled to vote thereon or upon such other vote of the holders
of the shares of stock then entitled to vote thereon as may then be provided
by law; provided that the consent of the holders of the shares of the
cumulative preferred stock (or of any series thereof) required by the
provisions of the two paragraphs next above, if any such consent be so
required, shall have been obtained and provided further that the rights,
privileges, terms and conditions of the shares of the common stock shall not
be subject to amendment, alteration, change or repeal without the consent
(given in writing or by vote at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the common stock then
outstanding.
(B) Shares of the cumulative preferred stock of the Company shall not
entitle the holder thereof to any preemptive right of subscription or purchase
with respect to any shares of any class of stock of the Company or securities
convertible into or evidencing the right to purchase any such shares (whether
now or hereafter authorized) notwithstanding that such shares may have
13
preference or priority as to assets or dividends over the cumulative preferred
stock; and any and all shares of capital stock of any class of the Company and
securities convertible into or evidencing the right to purchase such shares
(whether now or hereafter authorized) may in the discretion of the Board of
Directors be offered and sold to the holders of any one or more classes of
stock of the Company or to others to the exclusion of the holders of the
cumulative preferred stock. Shares of the common stock of the Company shall
entitle the holder thereof to preemptive rights of subscription to all shares
of capital stock of the Company, other than shares having priority or
preference over the common stock as to distribution of assets and earnings of
the Company, and to all securities convertible into or evidencing any rights
to subscribe to or purchase any such shares; and any and all shares of capital
stock of any class of the Company and securities convertible into or
evidencing the right to purchase such shares (whether now or hereafter
authorized), other than shares or securities to which the holders of the
common stock shall have the right of subscription as aforesaid, may in the
discretion of the Board of Directors be offered and sold
to the holders of one or more classes of stock of the Company or to others, to
the exclusion of the holders of the common stock.
TENTH: (A) Except when some provision of applicable law shall require
otherwise, except also as otherwise set forth above, and, with respect to the
special rights of any series of the cumulative preferred stock except as
otherwise provided when such series is created, whenever shares of two or more
series of 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 all series shall be deemed to constitute but
one class for any purpose for which a vote of the stockholders by classes may
now or hereafter be required.
(B) Any meeting of holders of shares of the cumulative preferred stock
(or of one or more series thereof), other than a meeting held pursuant to the
provisions of paragraph SEVENTH hereof, shall be called by order of the Board
of Directors on at least ten (10) days' notice in writing mailed to those
holders thereof who are entitled to vote at such meeting at their respective
addresses as shown on the books of the Company.
(C) At all meetings of holders of shares of the cumulative preferred
stock (or of one or more series thereof) the presence in person or by proxy of
a majority in interest of the total voting power of those shares entitled to
vote thereat shall be required to constitute a quorum, but less than a quorum
may adjourn such meeting from time to time, without notice other than by
announcement at the meeting, until such time as a quorum may attend.
ELEVENTH: Each share of the common stock shall be equal in all respects
to every other share of common stock and all rights to vote and all voting
power shall be solely vested, except as hereinbefore otherwise provided, in
the common stock and the holders thereof shall have one vote for each share
held by them.
14
TWELFTH: (A) The relative voting power of each share of cumulative
preferred stock for purposes of all votes or consents hereunder or pursuant to
provisions of law shall be in the same proportion to all the outstanding
shares of cumulative preferred stock as the ratio of (i) the stated value of
such share to (ii) the aggregate stated value of all then outstanding shares
of cumulative preferred stock; and
(B) for purposes of computation
(1) in voting by holders of cumulative preferred stock as a class or by
series, each share of cumulative preferred stock having the lowest stated
value then outstanding shall have one vote and each share of cumulative
preferred stock having a stated value other than the lowest stated value then
outstanding shall have that number of votes which is proportionate to such one
vote as determined pursuant to subparagraph (B) hereof, and
(2) in voting by holders of cumulative preferred stock together with
holders of common stock, each share of common stock shall have one vote, each
share of cumulative preferred stock having a stated value of $100 shall have
one vote and each share of cumulative preferred stock having a stated value of
other than $100 shall have that number of votes which is proportionate to such
one vote as determined pursuant to subparagraph (B) hereof.
ARTICLE VII.
Pursuant to paragraph SECOND of ARTICLE VI, the Board of Directors have
heretofore issued cumulative preferred stock in one or more series as set
forth below:
FIRST: (A) 125,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of the Company are
hereby designated as a series of such preferred stock which shall be known as
Cumulative Preferred Stock, 4% Series (also referred to as "Series A").
(B) Except as stated in the subparagraph (C) herein below, the relative
rights, preferences and limitations of such class and series shall be those
applicable to all shares of cumulative preferred stock as set forth in
ARTICLE VI of the Restated Certificate of Incorporation.
(C) That the description and terms of the Cumulative Preferred Stock,
4% Series, in respect of which the shares of such series may vary from shares
of other series of the cumulative preferred stock shall be as follows:
(1) The annual dividend rate for such series shall be 4% per annum from
May 1, 1946, and be payable on February 1, May 1, August 1 and November 1 in
each year.
(2) The redemption price for such series shall be $106.50 per share
plus all accumulated and accrued and unpaid dividends on the shares so called
15
for redemption to the date fixed for such redemption.
(3) The preferential amounts to which the holders of shares of such
series shall be entitled upon any liquidation, dissolution or winding up of
the Company shall be:
(a) $106.50 per share, upon any voluntary liquidation,
dissolution or winding up of the Company, or
(b) $100 per share, in the event of any involuntary liquidation,
dissolution or winding up of the Company.
(4) There shall not be any sinking fund provided for the purchase or
redemption of shares of such series.
(5) There shall not be any conversion, participating or other special
rights to which the shares of such series entitle the holder thereof.
SECOND: (A) 250,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of this Company are
hereby designated as a series of such preferred stock which shall be known as
Cumulative Preferred Stock, 9.36% Series (also referred to as "Series B").
(B) Except as stated in the subparagraph (C) hereinbelow, the relative
rights, preferences and limitations of such class and series shall be those
applicable to all shares of cumulative preferred stock as set forth in ARTICLE
VI of the Restated Certificate of Incorporation.
(C) That the description and terms of the Cumulative Preferred Stock,
9.36% Series, in respect of which the shares of such series may vary from
shares of other series of the cumulative preferred stock shall be as follows:
(1) The annual dividend rate for such series shall be 9.36% per annum.
Dividends will accrue from October 14, 1970, and be payable on February 1,
May 1, August 1 and November 1 in each year.
(2) The redemption prices for such series shall be $111.10 per share if
redeemed on or prior to October 1, 1975, $108.76 per share if redeemed on or
prior to October 1, 1980, $106.42 per share if redeemed on or prior to
October 1, 1985, and $104.08 per share thereafter, in each case together with
all accumulated and accrued and unpaid dividends on the shares so called for
redemption to the date fixed for such redemption. Prior to October 1, 1975,
none of said shares may be redeemed at the option of the Company if the moneys
for such redemption are obtained by the Company directly or indirectly from or
in anticipation of borrowings by or for the account of the Company or the
proceeds of any issue of any stock ranking prior to or on a parity with said
shares at an interest or dividend cost (calculated after adjustment, in
accordance with generally accepted financial practice, for any premium
received or discount granted) of 9.336% per annum or less, except for any
merger or consolidation to which the Company may be a party.
16
(3) The preferential amounts to which the holders of shares of such
series shall be entitled upon any liquidation, dissolution or winding up of
the Company shall be:
(a) upon any voluntary liquidation, dissolution or winding up of
the Company, the amount at which such shares could at the time be redeemed as
set forth in (2) above, or
(b) $100 per share, in the event of any involuntary liquidation,
dissolution or winding up of the Company.
(4) There shall not be any sinking fund provided for the purchase or
redemption of shares of such series.
(5) There shall not be any conversion, participating or other special
rights to which the shares of such series entitle the holder thereof.
THIRD: (A) 250,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of this Company are
hereby designated as a series of such preferred stock which shall be known as
Cumulative Preferred Stock, 8.12% Series (also referred to as "Series C").
(B) Except as stated in the subparagraph (C) hereinbelow, the relative
rights, preferences and limitations of such class and series shall be those
applicable to all shares of cumulative preferred stock as set forth in ARTICLE
VI of the Restated Certificate of Incorporation.
(C) That the description and terms of the Cumulative Preferred Stock,
8.12% Series, in respect of which the shares of such series may vary from
shares of other series of the cumulative preferred stock shall be as follows:
(1) The annual dividend rate for such series shall be 8.12% per annum.
Dividends will accrue from February 24, 1971, and be payable on February 1,
May 1, August 1 and November 1 in each year.
(2) The redemption prices for such series shall be $109.62 per share if
redeemed on or prior to March 1, 1976, $107.59 per share if redeemed on or
prior to March 1, 1981, $105.56 per share if redeemed on or prior to March 1,
1986, and $103.53 per share thereafter, in each case together with all
accumulated and accrued and unpaid dividends on the shares so called for
redemption to the date fixed for such redemption. Prior to March 1, 1976,
none of said shares may be redeemed at the option of the Company if the moneys
for such redemption are obtained by the Company directly or indirectly from or
in anticipation of borrowings by or for the account of the Company or the
proceeds of any issue of any stock ranking prior to or on a parity with said
shares at an interest or dividend cost (calculated after adjustment, in
accordance with generally accepted financial practice, for any premium
received or discount granted) of 8.1176% per annum or less, except for any
merger or consolidation to which the Company may be a party.
17
(3) The preferential amounts to which the holders of shares of such
series shall be entitled upon any liquidation, dissolution or winding up of
the Company shall be:
(a) upon any voluntary liquidation, dissolution or winding up of
the Company, the amount at which such shares could at the time be redeemed as
set forth in (2) above, or
(b) $100 per share, in the event of any involuntary liquidation,
dissolution or winding up of the Company.
(4) There shall not be any sinking fund provided for the purchase or
redemption of shares of such series.
(5) There shall not be any conversion, participating or other special
rights to which the shares of such series entitle the holder thereof.
FOURTH: (A) 250,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of the Company are
hereby designated as a series of such preferred stock which shall be known as
Cumulative Preferred Stock, 8% Series (also referred to as "Series D").
(B) Except as stated in subparagraph (C) hereinbelow, the relative
rights, preferences and limitations of such class and series shall be those
applicable to all shares of cumulative preferred stock as set forth in ARTICLE
VI of the Restated Certificate of Incorporation.
(C) That the description and terms of the Cumulative Preferred Stock,
8% Series, in respect of which the shares of such series may vary from shares
of other series of the cumulative preferred stock shall be as follows:
(1) The annual dividend rate for such series shall be 8% per annum.
Dividends will accrue from November 17, 1971, and be payable on February 1,
May 1, August 1 and November 1 in each year.
(2) The redemption prices for such series shall be $109.91 per share if
redeemed on or prior to November 1, 1976, $107.91 per share if redeemed on or
prior to November 1, 1981, $105.91 per share if redeemed on or prior to
November 1, 1986, and $103.91 per share thereafter, in each case together with
all accumulated and accrued and unpaid dividends on the shares so called for
redemption to the date fixed for such redemption. Prior to November 1, 1976,
none of said shares may be redeemed at the option of the Company if the moneys
for such redemption are obtained by the Company directly or indirectly from or
in anticipation of borrowings by or for the account of the Company or the
proceeds of any issue of any stock ranking prior to or on a parity with said
shares at an interest or dividend cost (calculated after adjustment, in
accordance with generally accepted financial practice, for any premium
received or discount granted) of less than 7.85% per annum, except for any
merger or consolidation to which the Company may be a party and then only if
the ratio of (i) the stated value of the Cumulative Preferred Stock, 8%
18
Series, so redeemed to (ii) the total stated value of the cumulative preferred
stock of all series so redeemed does not exceed the ratio of (i) the aggregate
stated value of the Cumulative Preferred Stock, 8% Series, then outstanding to
(ii) the aggregate stated value of the cumulative preferred stock of all
series then outstanding.
(3) The preferential amounts to which the holders of such series shall
be entitled upon any liquidation, dissolution or winding up of the Company
shall be:
(a) upon any voluntary liquidation, dissolution or winding up of
the Company, the amount at which such shares could at the time be redeemed as
set forth in (2) above, or
(b) $100 per share, in the event of any involuntary liquidation,
dissolution or winding up of the Company.
(4) There shall not be any sinking fund provided for the purchase or
redemption of shares of such series.
(5) There shall not be any conversion, participating or other special
rights to which the shares of such series entitle the holder thereof.
FIFTH: (A) 250,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of this Company are
hereby designated as a series of such preferred stock which shall be known as
Cumulative Preferred Stock, 7.88% Series E.
(B) Except as stated in subparagraph (C) hereinbelow, the relative
rights, preferences and limitations of such class and series shall be those
applicable to all shares of cumulative preferred stock as set forth in ARTICLE
VI of the Restated Certificate of Incorporation.
(C) That the description and terms of the Cumulative Preferred Stock,
7.88% Series E, in respect of which the shares of such series may vary from
shares of other series of the cumulative preferred stock shall be as follows:
(1) The annual dividend rate for such series shall be 7.88% per annum.
Dividends will accrue from March 23, 1972, and be payable on February 1,
May 1, August 1 and November 1 in each year.
(2) The redemption prices for such series shall be $109.56 per share if
redeemed on or prior to March 1, 1977, $107.59 per share if redeemed on or
prior to March 1, 1982, $105.62 per share if redeemed on or prior to March 1,
1987, and $103.65 per share thereafter, in each case together with all
accumulated and accrued and unpaid dividends on the shares so called for
redemption to the date fixed for such redemption. Prior to March 1, 1977,
none of said shares may be redeemed at the option of the Company if the moneys
for such redemption are obtained by the Company directly or indirectly from or
in anticipation of borrowings by or for the account of the Company or the
19
proceeds of any issue of any stock ranking prior to or on a parity with said
shares at an interest or dividend cost (calculated after adjustment, in
accordance with generally accepted financial practice, for any premium
received or discount granted) of less than 7.75% per annum, except for any
merger or consolidation to which the Company may be a party and then only if
the ratio of (i) the stated value of the Cumulative Preferred Stock, 7.88%
Series E, so redeemed to (ii) the total stated value of the cumulative
preferred stock of all series so redeemed does not exceed the ratio of (i) the
aggregate stated value of the Cumulative Preferred Stock, 7.88% Series E, then
outstanding to (ii) the aggregate stated value of the cumulative preferred
stock of all series then outstanding.
(3) The preferential amounts to which the holders of shares of such
series shall be entitled upon any liquidation, dissolution or winding up of
the Company shall be:
(a) upon any voluntary liquidation, dissolution or winding up of
the Company, the amount at which such shares could at the time be redeemed as
set forth in (2) above, or
(b) $100 per share, in the event of any involuntary liquidation,
dissolution or winding up of the Company.
(4) There shall not be any sinking fund provided for the purchase or
redemption of shares of such series.
(5) There shall not be any conversion, participating or other special
rights to which the shares of such series entitle the holder thereof.
SIXTH: (A) 250,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of this Company are
hereby designated as a series of such preferred stock which shall be known as
Cumulative Preferred Stock, 13.50% Series F.
(B) Except as stated in subparagraph (C) hereinbelow, the relative
rights, preferences and limitations of such class and series shall be those
applicable to all shares of cumulative preferred stock as set forth in ARTICLE
VI of the Restated Certificate of Incorporation.
(C) That the description and terms of the Cumulative Preferred Stock,
13.50% Series F, in respect of which the shares of such series may vary from
shares of other series of the cumulative preferred stock shall be as follows:
(1) The annual dividend rate for such series shall be 13.50% per annum.
Dividends will accrue from December 24, 1974, but from February 1, 1975, for
shares issued subsequent to the record date for the first dividend. Dividends
will be payable on February 1, May 1, August 1 and November 1 in each year.
(2) Beginning on December 1, 1975, and on each December 1 thereafter,
the Company will annually redeem at a price of $100 per share together with
all accumulated, accrued and unpaid dividends on the shares so called for
20
redemption on the date of redemption, 12,500 shares of such series; provided,
however, that the Company may reduce or satisfy such requirement for
redemption, in whole or in part, by the number of shares of such series
theretofore purchased, redeemed or otherwise acquired by the Company
(otherwise than pursuant to the foregoing redemption obligation) and not
theretofore made the basis for such reduction or satisfaction. No such
mandatory redemption of the shares of such series or of any additional series
of cumulative preferred stock may be made unless and until any and all
dividends accrued to the date of such redemption on all outstanding shares of
all series of cumulative preferred stock have been paid or declared and set
aside for payment.
(3) The optional redemption prices for such series shall be $113.50 per
share if redeemed on or prior to December 1, 1984, $106.75 per share if
redeemed on or prior to December 1, 1989, and $103.38 per share thereafter, in
each case together with all accumulated and accrued and unpaid dividends on
the shares so called for redemption to the date fixed for such redemption.
Prior to December 1, 1979, none of such shares may be redeemed at the option
of the Company if the moneys for such redemption are obtained by the Company
directly or indirectly from or in anticipation of borrowings by or for the
account of the
Company or the proceeds of any issue of any stock ranking prior to or on a
parity with said shares at an interest or dividend cost (calculated after
adjustment, in accordance with generally accepted financial practice, for any
premium received or discount granted) of less than 13.50% per annum, except in
connection with any merger or consolidation to which the Company may be a
party and then only if the ratio of (i) the stated value of the Cumulative
Preferred Stock, 13.50% Series F, so redeemed to (ii) the total stated value
of the cumulative preferred stock of all series so redeemed does not exceed
the ratio of (i) the aggregate stated value of the Cumulative Preferred Stock,
13.50% Series F, then outstanding to (ii) the aggregate stated value of the
cumulative preferred stock of all series then outstanding.
(4) The holders of the shares of such series shall not be entitled to
voting rights in the event of a failure of the Company to make a payment in
mandatory redemption as set forth in (2) above.
(5) The preferential amounts to which the holders of shares of such
series shall be entitled upon any liquidation, dissolution or winding up of
the Company shall be:
(a) upon any voluntary liquidation, dissolution or winding up of
the Company, the amount at which such shares could at the time be redeemed as
set forth in (3) above, or
(b) $100 per share, in the event of any involuntary liquidation,
dissolution or winding up of the Company.
(6) No dividend may be paid upon or set apart for the common stock of
the Company unless and until payments in mandatory redemption of the shares of
such series, to and including the preceding annual mandatory redemption
period, have been paid, or declared and set aside for payment.
21
(7) Except as may be provided in (2) above, there shall not be any
sinking fund provided for the purchase or redemption of shares of such series.
(8) There shall not be any conversion, participating or other special
rights to which the shares of such series entitle the holder thereof.
SEVENTH: (A) 250,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of this Company are
hereby designated as a series of such preferred stock which shall be known as
Cumulative Preferred Stock, 11% Series G.
(B) Except as stated in the subparagraph (C) hereinbelow, the relative
rights, preferences and limitations of such class and series shall be those
applicable to all shares of cumulative preferred stock as set forth in ARTICLE
VI of the Restated Certificate of Incorporation.
(C) That the description and terms of the Cumulative Preferred Stock,
11% Series G, in respect of which the shares of such series may vary from
shares of other series of the cumulative preferred stock shall be as follows:
(1) The annual dividend rate for such series shall be 11% per annum.
Dividends will accrue from June 24, 1975, and be payable on February 1, May 1,
August 1 and November 1 in each year.
(2) Beginning on June 1, 1980, and on each June 1 thereafter, the
Company will annually redeem at a price of $100 per share together with all
accumulated, accrued and unpaid dividends on the shares so called for
redemption to the date of redemption, 12,500 shares of such series; provided,
however, that the Company may reduce or satisfy such requirement for
redemption, in whole or in part, by the number of shares of such series
theretofore purchased, redeemed or otherwise acquired by the Company
(otherwise than pursuant to the foregoing redemption obligation) and not
theretofore made the basis of such reduction or satisfaction. No such
mandatory redemption of the shares of such series or of any additional series
of cumulative preferred stock may be made unless and until any and all
dividends accrued to the date of such redemption on all outstanding shares of
all series of cumulative preferred stock have been paid or declared and set
aside for payment.
(3) The optional redemption prices for such series shall be $111.00 per
share if redeemed on or prior to June 1, 1980, $108.00 per share if redeemed
thereafter through June 1, 1985, $105.00 per share if redeemed thereafter
through June 1, 1990, and $101.00 per share thereafter, in each case together
with all accumulated and accrued and unpaid dividends on the shares so called
for redemption to the date fixed for such redemption. Prior to June 1, 1980,
none of such shares may be redeemed at the option of the Company if the moneys
for such redemption are obtained by the Company directly or indirectly from or
in anticipation of borrowings by or for the account of the Company or the
proceeds of any issue of any stock ranking prior to or on a parity with said
shares at an interest or dividend cost (calculated after adjustment, in
22
accordance with generally accepted financial practice, for any premium
received or discount granted) of less than 11% per annum, except in connection
with any merger or consolidation to which the Company may be a party and then
only if the ratio of (i) the stated value of the Cumulative Preferred Stock,
11% Series G, so redeemed to (ii) the total stated value of the cumulative
preferred stock of all series so redeemed does not exceed the ratio of (i) the
aggregate stated value of the Cumulative Preferred Stock, 11% Series G,
outstanding prior to such redemption to (ii) the aggregate stated value of the
cumulative preferred stock of all series outstanding prior to such redemption.
(4) The holders of the shares of such series shall not be entitled to
voting rights in the event of a failure of the Company to make a payment in
mandatory redemption as set forth in (2) above.
(5) The preferential amounts to which the holders of shares of such
series shall be entitled upon any liquidation, dissolution or winding up of
the Company shall be:
(a) upon any voluntary liquidation, dissolution or winding up of
the Company, the amount at which such shares could at the time be redeemed as
set forth in (3) above, or
(b) $100 per share, in the event of any involuntary liquidation,
dissolution or winding up of the Company.
(6) No dividend may be paid upon or set apart for the common stock of
the Company unless and until payments in mandatory redemption of the shares of
such series, to and including the preceding annual mandatory redemption
period, have been paid, or declared and set aside for payment.
(7) Except as may be provided in (2) above, there shall not be any
sinking fund provided for the purchase or redemption of shares of such series.
(8) There shall not be any conversion, participating or other special
rights to which the shares of such series entitle the holder thereof.
EIGHTH: (A) 2,000,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $25 per share of this Company are
hereby designated as a series of such preferred stock which shall be known as
Cumulative Preferred Stock, 8.75% Series H.
(B) Except as stated in subparagraph (C) hereinbelow, the relative
rights, preferences and limitations of such class and series shall be those
applicable to all shares of cumulative preferred stock as set forth in ARTICLE
VI of the Restated Certificate of Incorporation.
(C) That the description and terms of the Cumulative Preferred Stock,
8.75% Series H, in respect of which the shares of such series may vary from
shares of other series of the cumulative preferred stock shall be as follows:
(1) The annual dividend rate for such series shall be 8.75% per annum.
23
Dividends will accrue from October 25, 1977, and be payable on February 1,
May 1, August 1 and November 1 in each year except that the first dividend for
such series will be payable on February 1, 1978.
(2) The redemption prices for such series shall be $27.19 per share if
redeemed on or prior to October 1, 1982, $26.65 per share if redeemed
thereafter through October 1, 1987, $26.10 per share if redeemed thereafter
through October 1, 1992, and $25.55 per share thereafter, in each case
together with all accumulated and accrued and unpaid dividends on the shares
so called for redemption to the date fixed for such redemption. Prior to
October 1, 1982, none of such shares may be redeemed at the option of the
Company if the moneys for such redemption are obtained by the Company directly
or indirectly from or in anticipation of borrowings by or for the account of
the Company or from the proceeds of any issue of any stock ranking prior to or
on a parity with said shares at an interest or dividend cost (calculated after
adjustment, in accordance with generally accepted financial practice, for any
premium received or discount granted) of less than 8.75% per annum, except in
connection with any merger or consolidation to which the Company may be a
party and then only if the ratio of (i) the aggregate stated value of the
Cumulative Preferred Stock, 8.75% Series H, so redeemed to (ii) the total
stated value of the cumulative preferred stock of all series so redeemed does
not exceed the ratio of (i) the aggregate
stated value of the Cumulative Preferred Stock, 8.75% Series H, outstanding
prior to such redemption to (ii) the aggregate stated value of the cumulative
preferred stock of all series so outstanding prior to such redemption.
(3) The preferential amounts to which the holders of such series shall
be entitled upon any liquidation, dissolution or winding up of the Company
shall be:
(a) upon any voluntary liquidation, dissolution or winding up of
the Company, the amount at which such shares could at the time be redeemed as
set forth in (2) above, or
(b) $25 per share, in the event of any involuntary liquidation,
dissolution or winding up of the Company.
(4) There shall not be any sinking fund provided for the purchase or
redemption of shares of such series.
(5) There shall not be any conversion, participating or other special
rights to which the shares of such series entitle the holder thereof.
ARTICLE VIII.
The directors of the Company shall be chosen annually at the annual
meeting of the stockholders to be held in accordance with law and the By-Laws
of the Company as they may be from time to time. Vacancies on the Board of
Directors of the Company shall be filled and officers of the Company shall be
elected or appointed in such manner as shall from time to time be provided for
in the By-Laws of the Company and as permitted by law.
24
ARTICLE IX.
In addition to and in furtherance of, and not in restriction of or
limitation upon, the powers otherwise conferred, the Company shall have power
and authority, such power and authority to be exercised by and through its
Board of Directors to the extent from time to time permitted by law:
(A) to purchase, hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of shares of capital stock of, or bonds, securities or
evidences of indebtedness created by, other corporations, and to exercise and
enjoy all the rights, powers and privileges of ownership thereof, including
the right to vote thereon; and, in any manner approved by its Board of
Directors, to give financial aid or assistance to any such corporation or to
make advances to the same; and to guarantee the payment of dividends on shares
of capital stock of any corporation in which it is financially interested,
directly or indirectly, or to guarantee the payment of principal and interest
of any bonds, securities or evidences of indebtedness of any such corporation;
(B) to issue, and sell, bonds, notes, certificates or other evidences
of indebtedness, any or all of which may be convertible into capital stock of
the
Company, and to secure the same by mortgage on or pledge of all or any part of
its property, assets and franchises; to acquire and hold and re-dispose of, in
any lawful manner, its stock, bonds and other securities;
(C) to conduct its business in any one or more of its aspects both in
and outside of the State of New Jersey, and in connection therewith to have
one or more offices or other places of business and hold, purchase, lease,
mortgage and convey real or personal property, or any interest, either whole
or partial, divided or undivided, direct or indirect, in such place or places
in the several states and territories of the United States, colonial
possessions or territorial acquisitions of the United States and in foreign
countries, as shall from time to time be found necessary, desirable or
convenient for the purposes of the Company's business;
(D) to appoint from the directors an executive committee of the Board,
of which committee a majority shall constitute a quorum, which committee, to
such extent as shall be permitted by law and as shall not be otherwise
provided in the By-Laws, shall have and may exercise all or any of the powers
of the Board of Directors, including power to cause the seal of the Company to
be affixed to instruments and papers as may be requisite;
(E) to fix and determine, and from time to time to vary, the amount to
be reserved as working capital, and the use and disposition of any surplus or
net profits over and above the capital stock of the Company, and, in their
sole discretion, to determine whether any, and if any, what part of any,
surplus or net profits shall be declared as dividends and paid to the
stockholders, and to fix and regulate the time and manner of the payment of
dividends, with power to cause the stock transfer books to be closed as may be
convenient;
25
(F) from time to time to determine whether and to what extent, and at
what times and places, and under what conditions and regulations, the books
and accounts of the Company, or any of them, shall be open to the inspection
of stockholders (except as may be otherwise required by law);
(G) from time to time add to, alter, amend or repeal the By-Laws of the
Company, or any of them, subject, however, to the powers of the stockholders
in this respect;
(H) to construct, purchase, lease, or otherwise acquire, own, maintain,
improve, repair and operate dams, embankments, reservoirs, aqueducts,
culverts, bridges, canals, raceways, locks, weirs, gates, turbines, pumps,
pump-turbine devices, generators, motors, outlet works, channels, shafts,
tunnels, penstocks, facilities for pumping, storing, releasing, recapturing,
circulating or recirculating water, buildings, structures, machinery,
apparatus and such other instrumentalities, facilities, devices and works as
may from time to time be found necessary, desirable or convenient for the
purposes of developing, generating, transmitting, distributing and selling
electricity for light, heat or power, or for any one of such purposes, or for
any other purpose of the Company's business, and to acquire by condemnation
any waters, streams, lands or interests therein, property, materials or
franchises as may from time to time be found necessary, desirable or
convenient for any of such purposes.
IN WITNESS WHEREOF, said Jersey Central Power & Light Company has made
this Restated Certificate of Incorporation this 26th day of May 1982 under its
seal and the hands of its President and Secretary.
JERSEY CENTRAL POWER & LIGHT COMPANY
/s/ W. A. Verrochi
W. A. Verrochi
President
/s/ R. O. Brokaw
R. O. Brokaw
Secretary
Attest:
/s/ C. A. Marks
C. A. Marks
Assistant Secretary
26
(SEAL)
27
CERTIFICATE OF ADOPTION OF
RESTATED CERTIFICATE OF
INCORPORATION OF
JERSEY CENTRAL POWER &
LIGHT COMPANY
Jersey Central Power & Light Company (hereinafter referred to as the
"Company"), a corporation organized and existing under the laws of the State
of New Jersey, by its President and Secretary does hereby certify:
1. The principal office of the Company is at Madison Avenue at Punch
Bowl Road, Township of Morris, County of Morris and State of New Jersey, and
the Registered Agent therein and in charge thereof against whom process
against the Company may be served is Robert O. Brokaw.
2. The Board of Directors of the Company, at a meeting duly called and
held on May 20, 1982, adopted the following resolution:
"Resolved that the Restated Certificate of Incorporation of Jersey Central
Power & Light Company, identified as Document No. 11, is hereby adopted
pursuant to N.J.S. 14A:9-5(2)."
IN WITNESS WHEREOF, said Jersey Central Power & Light Company has made
this Certificate this 26th day of May 1982 under its seal and the hands of its
President and Secretary.
JERSEY CENTRAL POWER & LIGHT COMPANY
/s/ W. A. Verrochi
W. A. Verrochi
President
/s/ R. O. Brokaw
R. O. Brokaw
Secretary
Attest:
/s/ C. A. Marks
C. A. Marks
Assistant Secretary
(SEAL)
FILED
SEP 23 1987
JANE BURGIO
Secretary of State
CORRECTED
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION OF
JERSEY CENTRAL POWER & LIGHT COMPANY
Jersey Central Power & Light Company (hereinafter referred to as the
"Company") a corporation organized and existing under the laws of the State of
New Jersey, by its President and Assistant Secretary does hereby certify:
1. The following statement of amendment is presented as required by
law:
(a) The name of the corporation is Jersey Central Power & Light
company.
(b) The following amendment has been adopted in accordance with
N.J.S.A. 14A:9-2(4).
ARTICLE X of the Restated Certificate of Incorporation
is added, as follows:
"ARTICLE X: Except as otherwise required by law,
directors and officers shall not be personally liable
to the Corporation or its stockholders for damages for
breach of any duty owed to the Corporation or its
stockholders. Unless otherwise permitted by law, the
provisions of this Article X shall not relieve a
director or officer from liability for any breach of
duty based upon an act or omission (a) in breach of
such person's duty of loyalty to the Corporation or
its stockholders, (b) not in good faith or involving a
knowing violation of law or (c) resulting in receipt
by such person of an improper personal benefit."
(c) The date of the adoption of the foregoing
amendment by the shareholders was August 14, 1987.
(d) The only shares of stock entitled to vote thereon
were the shares of common stock of the Company of
which there were outstanding 15,371,270 shares and the
number of shares entitled to vote thereon was
15,371,270 shares.
(e) The number of shares voted for such amendment was
15,371,270 shares and the number of shares voted
29
against such amendment was zero.
2. The purpose of such amendment was to limit the personal liability of
directors and officers to the Company or its stockholders for damages under
certain circumstances as permitted by law.
3. The adoption of the amendment was approved by the Board of Directors
at a meeting thereof held April 28, 1987 and thereafter by the shareholders by
unanimous consent in lieu of a meeting as authorized by N.J.S.A. 14A:5-6(1).
IN WITNESS WHEREOF, said Jersey Central Power & Light Company has made
this Certificate this 18th day of September, 1987 under its seal and the hands
of its President and Assistant Secretary.
JERSEY CENTRAL POWER & LIGHT COMPANY
By /s/ J. R. Leva
J. R. Leva, President
ATTEST:
/s/ C. A. Marks
C. A. Marks, Assistant Secretary
FILED
MAY 3 1990
JOAN HABERLE
Secretary of State
JERSEY CENTRAL POWER & LIGHT COMPANY
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
Jersey Central Power & Light Company (hereinafter referred to as the
"Company") a corporation organized and existing under the laws of the State of
New Jersey, by its President and Secretary does hereby certify:
1. The principal office of the Company is at Madison Avenue at Punch
Bowl Road, Township of Morris, County of Morris and State of New Jersey, and
the agent therein and in charge thereof upon whom process against the Company
may be served is Richard S. Cohen.
2. The following statement of amendment is presented as required by
law:
(a) The name of this Corporation is Jersey Central Power & Light
Company.
(b) The following resolutions of the Board of Directors, acting
through a duly authorized committee thereof, have been adopted in
accordance with NJS 14A:7-2(3):
"RESOLVED, that 500,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of this
corporation are hereby designated as a series of such preferred stock
which shall be known as Cumulative Preferred Stock, 8.48% Series I;
"RESOLVED, that, except as stated in the next following resolution, the
relative rights, preferences and limitations of such class and series
shall be those applicable to all shares of cumulative preferred stock as
set forth in Article VI of the Restated Certificate of Incorporation;
"RESOLVED, that the description and terms of the Cumulative Preferred
Stock, 8.48% Series I, in respect of 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 8.48% per
annum. Dividends will accrue from May 8, 1990 and be payable in
February 1, May 1, August 1 and November 1 in each year;
"(b) Beginning on May 1, 1966, and on each May 1 thereafter, the
Company will annually redeem at a price of $100 per share together with
all accumulated, accrued and unpaid dividends on the shares so called
4
for redemption to the date of redemption, 100,000 shares of such series;
provided, however, that the Company may at its option redeem at a price
of $100 per share together with all accumulated, accrued and unpaid
dividends on the shares called for redemption, an additional 100,000
shares of such series on any such date; provided, further, however, that
the Company may reduce or satisfy such requirement for any such
mandatory or optional redemption, in whole or in part, by the number of
shares of such series theretofore purchased or otherwise acquired by the
Company (otherwise than pursuant to the foregoing redemption provisions)
and not theretofore made the basis for such reduction or satisfaction.
No such mandatory or optional redemption of the shares of such series or
of any additional series of cumulative preferred stock may be made
unless and until any and all dividends accrued to the date of such
redemption on all outstanding shares of all series of cumulative
preferred stock have been paid or declared and set aside for payment.
"(c) Except as otherwise provided in paragraph (b) above, none of
such shares of such series may be redeemed at the option of the Company
except in connection with any merger or consolidation to which the
Company may be a party and then only if the ratio of (i) the stated
value of the Cumulative Preferred Stock, 8.48% Series I, so redeemed to
(ii) the total stated value of the cumulative preferred stock of all
series so redeemed does not exceed the ratio of (i) the aggregate stated
value of the Cumulative Preferred Stock, 8.48% Series I, outstanding
prior to such redemption to (ii) the aggregate stated value of the
cumulative preferred stock of all series outstanding prior to such
redemption.
"(d) The holders of the shares of such series shall not be
entitled to voting rights in the event of a failure of the Company to
make a payment in mandatory or optional redemption as set forth in
paragraph (b) above.
"(e) The preferential amounts to which the holders of shares of
such series shall be entitled upon any liquidation, dissolution or
winding up of the Company shall be:
"(1) upon any voluntary liquidation, dissolution or winding
up of the Company, $100 per share, or
"(2) $100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the Company;
"(f) No dividend may be paid upon or set apart for the common
stock of the Company unless and until payments in mandatory redemption
of the shares of such series, to and including the preceding annual
mandatory redemption period, have been paid, or declared and set aside
for payment.
3
"(g) Except as may be provided in paragraph (b) above, there
shall not be any sinking fund provided for the purchase or redemption of
shares of such series;
"(h) There shall not be any conversion, participating or other
special rights to which the shares of such series entitle the holder
thereof."
(c) The date of the adoption of the foregoing resolutions was
May 1, 1990.
(d) The Restated Certificate of Incorporation is amended so that
the designation and number of shares of the class and series acted upon
in the resolution, and the relative rights, preferences and limitations
of each such class and series, are as stated in the resolutions set
forth in 2(b) above.
IN WITNESS WHEREOF, said Jersey Central Power & Light Company has made
this Certificate this 2nd day of May, 1990 under its seal and the hands of one
of its Vice Presidents and an Assistant Secretary.
JERSEY CENTRAL POWER & LIGHT COMPANY
By /s/ P. H. Preis
P. H. Preis, Vice President
ATTEST:
/s/ C. A. Marks
C. A. Marks, Assistant Secretary
FILED
JUL 12 1990
JOAN HABERLE
Secretary of State
JERSEY CENTRAL POWER & LIGHT COMPANY
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
Jersey Central Power & Light Company (hereinafter referred to as the
"Company"), a corporation organized and existing under the laws of the State
of New Jersey, by one of its Vice Presidents and one of its Assistant
Secretaries does hereby certify:
1. The principal office of the Company is at Madison Avenue at Punch
Bowl Road, Township of Morris, County of Morris and State of New Jersey, and
the agent therein and in charge thereof upon whom process against the Company
may be served is Richard S. Cohen.
2. The following statement of amendment is presented as required by
law:
(a) The name of the Company is Jersey Central Power & Light
Company.
(b) The following resolutions of the Board of Directors, acting
through a duly authorized committee thereof, have been adopted in
accordance with NJS 14A:7-2(3):
"RESOLVED, that 500,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of this
corporation are hereby designated as a series of such preferred stock
which shall be known as Cumulative Preferred Stock, 8.65% Series J;
"RESOLVED, that, except as stated in the next following resolution, the
relative rights, preferences and limitations of such class and series
shall be those applicable to all shares of cumulative preferred stock as
set forth in Article VI of the Restated Certificate of Incorporation;
"RESOLVED, that the description and terms of the Cumulative Preferred
Stock, 8.65% Series J, in respect of 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 8.65% per
annum. Dividends will accrue from July 17, 1990 and be payable on
February 1, May 1, August 1 and November 1 in each year except that the
first dividend for such series will be payable on November 1, 1990;
"(b) Beginning on July 1, 2000, and on each July 1 thereafter,
5
the Company will annually redeem at a price of $100 per share together
with
all accumulated, accrued and unpaid dividends on the shares so called
for redemption to the date of redemption, 83,333 shares of such series,
except that the number of shares to be so redeemed by the Company
pursuant to such mandatory sinking fund requirement shall be 83,335
shares on the redemption date on which the Company would otherwise
retire such series in full; provided, however, that the Company may at
its option redeem at a price of $100 per share together with all
accumulated, accrued and unpaid dividends on the shares called for
redemption, an additional 83,333 shares of such series on any such date;
provided, further, however, that the Company may reduce or satisfy such
requirement for any such mandatory or optional redemption, in whole or
in part, by the number of shares of such series theretofore purchased or
otherwise acquired by the Company (otherwise than pursuant to the
foregoing redemption provisions) and not theretofore made the basis for
such reduction or satisfaction. No such mandatory or optional
redemption of the shares of such series or of any additional series of
cumulative preferred stock may be made unless and until any and all
dividends accrued to the date of such redemption on all outstanding
shares of all series of cumulative preferred stock have been paid or
declared and set aside for payment.
"(c) The optional redemption prices for such series shall be
$102.16 per share if redeemed prior to July 1, 2001, $101.30 per share
if redeemed thereafter and prior to July 1, 2002, $100.87 per share if
redeemed thereafter and prior to July 1, 2003, and $100.00 per share
thereafter, in each case together with all accumulated, accrued and
unpaid dividends on the shares so called for redemption to the date
fixed for such redemption. Prior to July 1, 2000, however, none of such
shares of such series may be redeemed at the option of the Company
except in connection with any merger or consolidation to which the
Company may be a party in which event shares of such series may be
redeemed at the option of the Company at a price of $108.65 per share
prior to July 1, 1995 and $104.33 per share thereafter and prior to
July 1, 2000, in each case, together with all accumulated, accrued and
unpaid dividends on such series so called for redemption to the date of
redemption but only if the ratio of (i) the stated value of the
Cumulative Preferred Stock, 8.65% Series J, so redeemed to (ii) the
total stated value of the cumulative preferred stock of all series so
redeemed does not exceed the ratio of (i) the aggregate stated value of
the Cumulative Preferred Stock, 8.65% Series J, outstanding prior to
such redemption to (ii) the aggregate stated value of the cumulative
preferred stock of all series outstanding prior to such redemption.
"(d) The holders of the shares of such series shall not be
entitled to voting rights in the event of a failure of the Company to
make a payment in mandatory or optional redemption as set forth in
paragraphs (b) and (c) above.
3
"(e) The preferential amounts to which the holders of shares of
such series shall be entitled upon any liquidation, dissolution or
winding up of the Company shall be:
"(1) upon any voluntary liquidation, dissolution or winding
up of the Company, $100 per share, or
"(2) $100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the Company;
"(f) No dividend may be paid upon or set apart for the common
stock of the Company unless and until payments in mandatory redemption
of the shares of such series, to and including the preceding annual
mandatory redemption period, have been paid, or declared and set aside
for payment.
"(g) Except as may be provided in paragraph (b) above, there
shall not be any sinking fund provided for the purchase or redemption of
shares of such series;
"(h) There shall not be any conversion, participating or other
special rights to which the shares of such series entitle the holder
thereof."
(c) The date of the adoption of the foregoing resolutions was
July 10, 1990.
(d) The Restated Certificate of Incorporation is amended so that
the designation and number of shares of the class and series acted upon
in the resolution, and the relative rights, preferences and limitations
of each such class and series, are as stated in the resolutions set
forth in 2 above.
IN WITNESS WHEREOF, said Jersey Central Power & Light Company has made
this Certificate this 12th day of July, 1990 under its seal and the hands of
one of its Vice Presidents and an Assistant Secretary.
JERSEY CENTRAL POWER & LIGHT COMPANY
By /s/ D. Baldassari
D. Baldassari, Vice President
ATTEST:
/s/ C. A. Marks
C. A. Marks, Assistant Secretary
4
FILED
JUN 19 1992
DANIEL J. DALTON
Secretary of State
JERSEY CENTRAL POWER & LIGHT COMPANY
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
Jersey Central Power & Light Company (hereinafter referred to as the
"Company"), a corporation organized and existing under the laws of the State
of New Jersey, by one of its Vice Presidents and one of its Assistant
Secretaries does hereby certify:
1. The principal office of the Company is at 300 Madison Avenue,
Township of Morris, County of Morris and State of New Jersey, and the agent
therein and in charge thereof upon whom process against the Company may be
served is Richard S. Cohen.
2. The following statement of amendment is presented as required by
law:
(a) The name of the Company is Jersey Central Power & Light
Company.
(b) The following resolutions of the Board of Directors, acting
through a duly authorized committee thereof, have been adopted in
accordance with NJS 14A:7-2(3):
"RESOLVED, that 500,000 shares of the authorized but unissued cumulative
preferred stock of the stated value of $100 per share of this
corporation are hereby designated as a series of such preferred stock
which shall be known as Cumulative Preferred Stock, 7.52% Series K;
"RESOLVED, that, except as stated in the next following resolution, the
relative rights, preferences and limitations of such class and series
shall be those applicable to all shares of cumulative preferred stock as
set forth in Article VI of the Restated Certificate of Incorporation;
"RESOLVED, that the description and terms of the Cumulative Preferred
Stock, 7.52% Series K, in respect of 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 7.52% per
annum. Dividends will accrue from June 25, 1992 and be payable on
February 1, May 1, August 1 and November 1 in each year commencing
August 1, 1992;
6
"(b) Beginning on June 1, 1998, and on each June 1 thereafter,
the Company will annually redeem at a price of $100 per share together
with all accumulated, accrued and unpaid dividends on the shares so
called for redemption to the date of redemption, 25,000 shares of such
series; provided, however, that the Company may at its option redeem at
a price of $100 per share together with all accumulated, accrued and
unpaid dividends on the shares called for redemption, an additional
25,000 shares of such series on any such date; provided, further,
however, that the Company may reduce or satisfy such requirement for any
such mandatory or optional redemption, in whole or in part, by the
number of shares of such series theretofore purchased or otherwise
acquired by the Company (otherwise than pursuant to the foregoing
redemption provisions) and not theretofore made the basis for such
reduction or satisfaction. No such mandatory or optional redemption of
the shares of such series or of any additional series of cumulative
preferred stock may be made unless and until any and all dividends
accrued to the date of such redemption on all outstanding shares of all
series of cumulative preferred stock have been paid or declared and set
apart for payment;
"(c) The optional redemption prices for such series shall be
$102.51 per share if redeemed prior to June 1, 2003, $102.01 per share
if redeemed thereafter and prior to June 1, 2004, $101.50 per share if
redeemed thereafter and prior to June 1, 2005, $101.00 per share if
redeemed thereafter and prior to June 1, 2006, $100.50 per share if
redeemed thereafter and prior to June 1, 2007, and thereafter $100 per
share without premium, in each case together with all accumulated,
accrued and unpaid dividends on the shares so called for redemption to
the date fixed for such redemption. Prior to June 1, 2002, however, no
shares of such series may be redeemed at the option of the Company
except in connection with any merger or consolidation to which the
Company may be a party in which event shares of such series may be
redeemed at the option of the Company at a price of $107.52 per share
prior to June 1, 1997 and $103.76 per share thereafter and prior to
June 1, 2002, in each case, together with any accumulated, accrued and
unpaid dividends on such series so called for redemption to the date of
redemption, but only if the ratio of (i) the stated value of the
Cumulative Preferred Stock, 7.52% Series K, so redeemed to (ii) the
aggregate stated value of the cumulative preferred stock of all series
so redeemed does not exceed the ratio of (i) the aggregate stated value
of the Cumulative Preferred Stock, 7.52% Series K, outstanding prior to
such redemption to (ii) the aggregate stated value of the cumulative
preferred stock of all series outstanding prior to such redemption;
"(d) The holders of the shares of such series shall not be
entitled to voting rights in the event of a failure of the Company to
make a payment in mandatory or optional redemption as set forth in
paragraphs (b) and (c) above;
"(e) The preferential amounts to which the holders of shares of
3
such series shall be entitled upon any liquidation, dissolution or
winding up of the Company shall be:
"(1) upon any voluntary liquidation, dissolution or winding
up of the Company, $100 per share, or
"(2) $100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the Company;
"(f) No dividend may be paid upon or set apart for the common
stock of the Company unless and until payments in mandatory redemption
of the shares of such series, to and including the preceding annual
mandatory redemption period, have been paid, or declared and set apart
for payment;
"(g) Except as may be provided in paragraph (b) above, there
shall not be any sinking fund provided for the purchase or redemption of
shares of such series; and
"(h) There shall not be any conversion, participating or other
special rights to which the shares of such series entitle the holder
thereof."
(c) The date of the adoption of the foregoing resolutions was
June 18, 1992.
(d) The Restated Certificate of Incorporation is amended so that
the designation and number of shares of the class and series acted upon
in the resolution, and the relative rights, preferences and limitations
of each such class and series, are as stated in the resolutions set
forth in 2 above.
IN WITNESS WHEREOF, said Jersey Central Power & Light Company has made
this Certificate this 19th day of June, 1992 under its seal and the hands of
one of its Vice Presidents and an Assistant Secretary.
JERSEY CENTRAL POWER & LIGHT COMPANY
By /s/ P. H. Preis
P. H. Preis, Vice President
ATTEST:
/s/ C. A. Marks
C. A. Marks, Assistant Secretary
FILED
JUN 19 1992
DANIEL J. DALTON
Secretary of State
JERSEY CENTRAL POWER & LIGHT COMPANY
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
The undersigned corporation, organized under the laws of the State of
New Jersey, to further amend its Restated Certificate of Incorporation, as
amended, in accordance with Chapter 9 of the New Jersey Business Corporation
Act, hereby certifies:
FIRST: The name of the corporation is JERSEY CENTRAL POWER & LIGHT
COMPANY.
SECOND: To eliminate the limitation of $300,000,000 aggregate stated
value of cumulative preferred stock the corporation is authorized to issue,
Article VI. First: (B) of the corporation's Restated Certificate of
Incorporation is amended to read in its entirety as follows:
"(B) Fifteen million six hundred thousand
(15,600,000) shares of cumulative preferred stock,
without par value, and with such stated value as may
be determined by the Board of Directors."
THIRD: The foregoing amendment to the Restated Certificate of
Incorporation was adopted by the sole holder of the common stock of the
corporation on June 16, 1992.
FOURTH: The number of shares entitled to vote on the amendment is
15,371,270.
FIFTH: The number of shares voted for the amendment was 15,371,270 and
no shares were voted against the amendment.
SIXTH: The foregoing amendment of the Restated Certificate of
Incorporation shall be effective upon the filing of this Certificate with the
New Jersey Secretary of State.
IN WITNESS WHEREOF, JERSEY CENTRAL POWER & LIGHT COMPANY has caused its
duly authorized officer to execute this Certificate this 19th day of June,
1992
JERSEY CENTRAL POWER & LIGHT COMPANY
By /s/ P. H. Preis
P. H. Preis, Vice President
5
ATTEST:
/s/ C. A. Marks
C. A. Marks, Assistant Secretary