Exhibit 3(b)
GULF STATES UTILITIES COMPANY
RESTATED ARTICLES OF INCORPORATION
AS AMENDED MAY 3,1984
EFFECTIVE MAY 11, 1984
[CONFORMED COPY]
FILED
In the Office of the Secretary of
State of Texas
May 11, 1984
CLERK II U
CORPORATIONS SECTION
RESTATED ARTICLES OF INCORPORATION
of
GULF STATES UTILITIES COMPANY
1. Adoption of Restated Articles of Incorporation. Gulf States
Utilities Company, pursuant to the provisions of Article 4.07 of the
Texas Business Corporation Act, hereby adopts Restated Articles of
Incorporation which accurately copy the Restated Articles of
Incorporation and all amendments thereto that are in effect to date and
as further amended by such Restated Articles of Incorporation as
hereinafter set forth and which contain no other change in any
provision thereof.
2. Amendment to Present Restated Articles of Incorporation. The
Restated Articles of Incorporation of the Corporation are amended as
follows:
Article IX is amended by striking therefrom Article IX as now
existing in its entirety and inserting in lieu thereof the following
new Article IX.
ARTICLE IX.
The Corporation shall indemnify Directors, officers, employees,
agents, nominees and designees of the Corporation and purchase and
maintain liability insurance for them as, and to the extent permitted
or required by law and provided for by the Bylaws of the Corporation,
general or specific action of the Board of Directors, or contract.
3. Amendment and Restated Articles of Incorporation adopted in
conformity with Texas Business Corporation Act. The amendment made by
these Restated Articles of Incorporation has been effected in
conformity with the provisions of the Texas Business Corporation Act
and such Restated Articles of Incorporation and the amendment made by
such Restated Articles of Incorporation was duly adopted by the
shareholders of the Corporation on May 3, 1984.
4. Vote upon Amendment and Restated Articles of Incorporation. The
number of shares of the Corporation outstanding was 92,765,635,
consisting of 4,725,157 shares of Preferred Stock--$100 Par Value,
4,000,000 shares of Preference Stock and 84,040,478 shares of Common
Stock. The number of outstanding shares entitled to vote on the
amendment and on the Restated Articles of Incorporation as so amended,
were as follows:
Preferred Stock &
Common Stock Preference Stock
On amendment and Restated
Articles as so amended...... 84,040,478 (Not entitled to vote)
The number of shares voted for and against such amendment and the
Restated Articles as so amended, were:
Preferred Stock &
Common Stock Preference
Stock
For Against For Against
Amendment of Article IX and Restated
Articles as so amended ....... 68,956,958 1,458,390 (Not entitled to vote)
5. No Reclassification of Issued Shares or Change in Amount of
Stated Capital. The amendment referred to in Section 2 hereof does not
effect any exchange, reclassification or cancellation of issued shares
or any change in the amount of the stated capital of the Corporation.
6. Text of Restated Articles of Incorporation. The Restated
Articles of Incorporation and all amendments thereto are hereby
superseded by the following Restated Articles of Incorporation which
accurately copy the entire text thereof and as further amended as above
set forth:
RESTATED ARTICLES OF INCORPORATION
of
GULF STATES UTILITIES COMPANY
ARTICLE I.
The name of the Corporation is "GULF STATES UTILITIES COMPANY".
ARTICLE II.
The purposes for which the Corporation is formed are the
generation, manufacture, transportation, distribution, supply and sale
of electric current, light and power to the public; the production,
manufacture and purchase of gas and the transportation, distribution,
sale and supply of gas to the public; the purchase, generation, manufac
ture, transportation, distribution and sale of steam; the doing of all
such things as may be necessary or convenient in carrying out any and
all of the foregoing purposes.
The foregoing shall be construed as objects, purposes and powers,
and it is hereby expressly provided that neither the foregoing specific
enumeration nor anything in these Articles of Incorporation contained
shall be deemed to limit or exclude any power, right or privilege not
permitted by the laws of the State of Texas, for the purposes for which
the Corporation is organized.
ARTICLE III.
The places where the business of the Corporation is to be
transacted are in Jefferson County, Texas, and elsewhere within or
without the State of Texas and its principal office is to be located in
the City of Beaumont, Jefferson County, State of Texas.
The post office address of the registered office of the Corporation
is 350 Pine Street, Beaumont, Texas, 77701 and the name of its
registered agent at such address is William E. Heaner, Jr.
ARTICLE IV.
The period of duration of the Corporation is perpetual.
ARTICLE V.
The number of Directors of the Corporation shall not be less than
three (3) and not more than the number fixed from time to time by the
Bylaws of the Corporation. The names and addresses of the persons who
initially served as Directors from the date of filing of the original
Articles of Incorporation on August 25, 1925 until their successors
were elected and qualified were: J. G. Holtzclaw and Y. D. Carroll of
Beaumont, Jefferson County, Texas, and Palmer Hutcheson of Houston,
Harris County, Texas.
ARTICLE VI.
A. The total number of authorized shares of the capital stock of
the Corporation shall be as follows:
Authorized
Class Par Value Shares
Preferred Stock--$100 par value $100 6,000,000
Preferred Stock--without par value without par value 10,000,000
Preference Stock without par value 20,000,000
Common Stock without par value 200,000,000
References in these Articles of Incorporation to "Preferred
Stock" shall refer to both classes of Preferred Stock except where
otherwise indicated.
B. The Corporation has received for shares issued consideration m
excess of $1,000 consisting of motley paid, labor done, or property
actually received.
C. Subject to limitations in the Articles of Incorporation, any
shares of stock of the Corporation now and hereafter authorized may be
issued and disposed of by the Board of Directors of the Corporation at
any time or from time to time for such consideration in the form of
money paid, labor done, or property actually received as may be fixed
at any time or from time to time by the Board of Directors, provided,
that as to any of such shares with par value the consideration so to
be received shall not be less than the par value thereof; and
authority so to fix such consideration is hereby granted by the
stockholders to the Board of Directors; and any and all shares so
issued and disposed of shall be fully paid and nonassessable.
D. The aggregate number of shares which the Corporation shall have
authority to issue may be increased or decreased at any time or times
in any manner then prescribed or permitted by existing laws of Texas,
subject, however, to the provisions of these Articles of
Incorporation.
E. The descriptions of the different classes of capital stock of
the Corporation and the preferences, designations, relative rights,
privileges and powers of, and the restrictions, limitations or
qualifications on, said classes of stock are as follows:
PREFERRED STOCK.
1. Series and Limits of Variations Between Series of the Preferred
Stock. Subject to the provisions of this Article VI setting forth the
provisions of the established series of Preferred Stock--$100 Par
Value (which said provisions, however, shall not continue effective as
to any shares which are redeemed or repurchased and restored to the
status of authorized but unissued shares of such class), each class of
Preferred Stock may be issued in one series or divided into and issued
in more than one series from time to time as herein provided. Series
shall be established by the Board of Directors. The authorized number
of shares of any such series, the designation of such series, the
relative rights and preferences thereof and the terms and
characteristics thereof (in those respects in which the shares of one
series may vary from the shares of other series as herein provided)
shall be fixed and determined at any time prior to the issuance
thereof by resolution or resolutions of the Board of Directors of the
Corporation. All shares of each series shall be alike in every
particular. Preferred Stock of ail series within each class shall be
of equal rank and shall be identical in all respects, except in the
following particulars:
(a) The designation of such series, which may be by
distinguishing number, letter or title;
(b) The rate at which dividends are to accrue on the shares
of such series, hereinafter referred to as the "fixed dividend
rate";
(c) The terms and conditions on which the shares of such
series may be redeemed and the amount payable in respect of the
shares of such series in case of the redemption thereof at the
option of the Corporation, the amount so fixed being hereinafter
referred to as the "fixed redemption price", and the amount
payable in respect of the shares of such series in case of the
redemption thereof for any sinking fund for such series, which
amounts in respect of any series may, but need not, vary
according to the time or circumstances of such action;
(d) The amount payable in respect of the shares of such
series in case of liquidation, dissolution, or winding up of the
Corporation, or reduction or decrease of its capital stock
resulting in any distribution of its assets to its Common
Stockholders, the amount so fixed being hereinafter referred to
as the "fixed liquidation price", and the amount payable, if any,
in addition to the fixed liquidation price for each series in
case such liquidation, dissolution, winding up, reduction or
decrease be voluntary, the amount so fixed being hereinafter
referred to as the "fixed liquidation premium", which amounts in
respect of any series may, but need not, vary according to the
time or circumstances of such action;
(e) Any requirement as to any sinking fund or purchase fund
for, or the redemption, purchase or other retirement by the
Corporation of, the shares of such series;
(f) The right, if any, to convert the shares of such series
into shares of any other series of such class of Preferred Stock or
into shares of any other class of stock of the Corporation and the
rate or basis, time, manner, terms and conditions of conversion or
the method by which the same shall be determined; and
(g) With respect to series of Preferred Stock--without par
value, and only such class, the voting rights of the shares of such
series; provided that the vote per share fixed for the shares of
any series of such class on such issues as to which it is given
voting rights by these Articles of Incorporation or by law may not
exceed one one-hundredth of a vote per dollar of consideration per
share fixed by the Board of Directors for such shares upon original
issuance of such series which shall constitute the stated capital
value of such share. Each share of Preferred Stock--$100 Par Value
shall have one vote per share on such issues as to which it is
given voting rights by these Articles of Incorporation or by law.
2. Dividends on the Preferred Stock. Out of the assets of the
Corporation available for dividends, the holders of each series of
Preferred Stock at the time outstanding shall be entitled to receive,
if and when declared payable by the Board of Directors, dividends in
lawful money of the United States of America at, but not exceeding, the
fixed dividend rate for the particular series, payable quarterly on
March 15, June 15, September 15 and December 15 in each year, before
any dividends (other than a dividend payable in Common Stock of the
Corporation) shall be paid upon or set apart for the Common Stock; and
such dividends on each series of Preferred Stock shall be cumulative,
so that, if in any past dividend period or periods full dividends upon
each series of outstanding Preferred Stock at the fixed dividend rate
or rates therefor shall not have been paid, the deficiency (without in
terest) shall be paid or declared and set apart for payment before any
dividends shall be paid upon or set apart for the Common Stock.
Dividends on all shares of Preferred Stock of each series of both
classes, other than the shares of the $4.40 Dividend Preferred Stock--
$100 Par Value (issued in 1944) and $4.50 Dividend Preferred Stock--
$100 Par Value (issued in 1947), shall commence to accrue and be
cumulative from the dividend date for such series next preceding the
date of issue of the initial shares of such series, or from said date
of issue, if that be a dividend date; but in the event of the issue of
additional shares of Preferred Stock of any series, subsequent to the
date of the initial issue of shares of such series, all dividends paid
on Preferred Stock of such series prior to the issue of such additional
shares, and all dividends declared payable to the holders of record of
Preferred Stock of such series at a date prior to such issue, shall be
deemed to have been paid in respect of the additional shares so issued,
and in the event any shares of Preferred Stock of any series are issued
on any date other than a dividend date, any dividends accrued and
cumulated from the dividend date next preceding the date of issue to
the date of issue shall be deemed for all purposes to have been paid in
respect of all such shares so issued and the dividend payable thereon
on the next dividend date shall be reduced by the amount so deemed to
have been paid. Any dividends declared or paid on Preferred Stock in an
amount less than full cumulative dividends accrued or in arrears upon
all Preferred Stock outstanding shall, if more than one series be
outstanding, be divided among the different series in both classes then
outstanding in proportion to the aggregate amounts which would be
distributable to Preferred Stock of each series if full cumulative
dividends were declared and paid thereon.
3. Preference of Preferred Stock on Liquidation, etc. In the event
of any liquidation, dissolution, or winding up of the Corporation, or
reduction or decrease of its capital stock resulting in a distribution
of assets to its Common Stockholders other than by way of dividends out
of the net profits or out of the surplus of the Corporation, the
holders of Preferred Stock of each series in both classes then
outstanding shall be entitled to receive, for each share thereof, the
fixed liquidation price for such series, plus, in case such
liquidation, dissolution, winding up, reduction or decrease shall have
been voluntary, the fixed liquidation premium for such series, if any,
together in all cases with all dividends accrued or in arrears thereon,
before any distribution of the assets shall be made to the holders of
the Common Stock; but the holders of Preferred Stock shall be entitled
to no further participation in such distribution. If upon any such
liquidation, dissolution, winding up, reduction or decrease, the assets
distributable among the holders of Preferred Stock shall be
insufficient to permit the payment of the full preferential amounts
aforesaid, then the entire assets of the Corporation to be distributed
shall be distributed among the holders of each series in both classes
of Preferred Stock then outstanding, ratably in proportion to the full
preferential amounts to which they are respectively entitled. As used
in this Article the expression "dividends accrued or in arrears" means,
in respect of each share of Preferred Stock of any series, that amount
which shall be equal to simple interest upon the par or stated value at
an annual rate equal to the percentage that the fixed dividend rate for
such series is of the par or stated value, from the date from which
cumulative dividends thereon commence to accrue to the date as of which
the computation is to be made, less the aggregate amount (without
interest thereon) of all dividends theretofore paid (or deemed to have
been paid) or declared and set aside for payment in respect thereof. A
consolidation or merger of the Corporation, a sale or transfer of
substantially all of its assets as an entirety, or the repurchase or
redemption of Preferred Stock in accordance with the provisions of
Paragraph 4 below, or the purchase of Common Stock in accordance with
the provisions of Paragraph 14 below, whether or not the Preferred or
Common Stock so redeemed or repurchased shall be retired, shall not be
regarded as a "liquidation, dissolution, or winding up of the
Corporation, or reduction or decrease of its capital stock resulting in
a distribution of assets to its Common Stockholders other than by way
of dividends out of the net profits or out of the surplus of the
Corporation" within the meaning of this Paragraph 3.
4. Redemption and Repurchase of Preferred Stock. The Corporation
may, at its option expressed by vote of its Board of Directors, at any
time or from time to time, redeem the whole or any part of either or
both classes of Preferred Stock or of any series thereof at the fixed
redemption price for such series, together with the amount of any
dividends accrued or in arrears thereon to the date of such redemption.
Notice of any proposed redemption of any series of Preferred Stock
shall be given by publication at least once in a newspaper printed in
the English language and customarily published on each business day and
of general circulation in each of the City of Beaumont, State of Texas,
and the Borough of Manhattan, City and State of New York, the
publication in each such newspaper to be at least 30 days, and not more
than 60 days, prior to the date fixed for such redemption. As a matter
of courtesy, but not a matter of right, the Corporation may mail a copy
of such notice to the holders of record of each series of Preferred
Stock to be redeemed, at their respective addresses then appearing on
the books of the Corporation, to the extent that they may lawfully do
so; but neither failure to mail such copy nor any defect therein or in
the mailing thereof shall affect the validity of the proceedings for
the redemption of any shares of each series of Preferred Stock so to be
redeemed. Any such redemption of any series of Preferred Stock shall be
in such amount, at such places and by such method, whether by lot or
pro rata, as shall from time to time be determined by vote of its Board
of Directors. From and after the date fixed in any such notice as the
date of redemption, unless default shall be made by the Corporation in
providing funds sufficient for such redemption at or before the time
and at the place specified for the payment thereof pursuant to said
notice, all dividends on the shares called for redemption shall cease
to accrue; and from and after the date so fixed, unless default be made
as aforesaid, or from and after the date of the earlier deposit by the
Corporation in trust, with a bank or trust company having an aggregate
capital and surplus of at least $5,000,000 and doing business in the
Borough of Manhattan, City and State of New York, or in the City of
Boston, Commonwealth of Massachusetts, of funds sufficient for such
redemption (a statement of the intention so to deposit having been
included in said notice) all rights of the holders of the shares so
called for redemption as stockholders of the Corporation, except only
the right to receive, without interest, when due the redemption funds
to which they are entitled, shall cease and determine. Any funds so
deposited which shall remain unclaimed by the holders of such Preferred
Stock at the end of six (6) years after the redemption date, together
with any interest thereon that shall have been allowed by the bank or
trust company with which the deposit shall have been made, shall be
paid by it to the Corporation to be held by the Corporation for such
holders. The Corporation may also from time to time repurchase shares
of its Preferred Stock at not exceeding the price at which the same may
be redeemed. Shares of Preferred Stock of either class redeemed or
repurchased by the Corporation shall be restored to the status of
authorized but unissued shares of such class of Preferred Stock without
designation thereof and may from time to time be reissued as provided
in Paragraph 1 of this Article VI.
5. Restrictions on Certain Corporation Action. So long as any
shares of any series of such class of Preferred Stock shall remain
outstanding, the Corporation shall not, without the affirmative vote of
the holders of two-thirds of the total number of shares of such class
of Preferred Stock then outstanding, at a meeting of such class of
Preferred Stockholders called for the purposes of approving such action
(but upon such vote, and any requisite vote at a meeting of the holders
of all classes of stock then outstanding having the privilege to vote
to authorize the Board of Directors to take such action, may):
(a) Authorize or issue any stock ranking prior to such class
of Preferred Stock in respect of dividends or assets (such stock
being hereinafter in this Paragraph 5 referred to as "Senior
Stock") or authorize or issue any stock ranking on a parity with
such class of Preferred Stock (but not including any series or
stock of Preferred Stock--$100 Par Value or Preferred Stock--
without par value) in respect of dividends or assets (such stock
ranking on a parity with but excluding Preferred Stock--$100 Par
Value and Preferred Stock-- without par value being hereinafter in
this Paragraph 5 referred to as "Parity Stock"), except (i) the
issue of Senior Stock or Parity Stock upon conversion of
obligations or securities convertible into, or upon exercise of
warrants, rights or options to purchase or subscribe to, Senior
Stock or Parity Stock which has been authorized pursuant to (b)
below, and (ii) the issue of any stock of any series of either
class of Preferred Stock up to the number of shares of such class
then authorized hereunder, which issuance may be done by the Board
of Directors as provided in these Articles of Incorporation,
without any vote by holders of shares of either class of Preferred
Stock except as may be required by the provisions of clause (f)
below;
(b) Authorize or issue any obligation or security convertible
into, or any warrants, rights or options to purchase or subscribe
to, shares of Senior Stock or Parity Stock;
(c) Reduce the amount of capital represented by the
outstanding Preferred Stock of such class; or reduce below
$11,101,124 the aggregate amount of capital represented by Common
Stock, except in a case where any State or Federal regulatory body
having jurisdiction shall have required or permitted the
Corporation to reduce the book value of any of its assets and, in
connection therewith, the amount of capital represented by Common
Stock shall be reduced by an amount or amounts not exceeding in
the aggregate the amount of such reduction in book value of
assets; provided, however, that nothing herein shall require any
such vote of the holders of either class of Preferred Stock if the
reduction of capital shall be in connection with the retirement of
shares of either class of Preferred Stock repurchased or redeemed
in accordance with the provisions of this Article VI and shall not
be in excess of the capital represented by the repurchased or
redeemed shares; references to ''capital" in this clause (c) being
references to stated capital as defined by law; or
(d) Alter, amend, or repeal the provisions relating to such
class of Preferred Stock so as to affect adversely any of the
preferences or other rights of such class of Preferred Stock.
So long as any shares of any series of either class of Preferred
Stock shall remain outstanding, the Corporation shall not:
(e) Authorize or issue any obligation or security convertible
into, or any warrants, rights or options to purchase or subscribe
to shares of any series of Preferred Stock or authorize any shares
of Preferred Stock in excess of such amount as shall have been
permitted from time to time by the affirmative vote, at a meeting
called for such purpose, of the holders of shares of each class of
Preferred Stock then outstanding having a majority of the votes
entitled to be cast, at which meeting the holders of shares of
each such class of Preferred Stock then outstanding having
one-third or more of the votes entitled to be cast shall not have
voted against such permission; or
(f) Issue any shares of Preferred Stock, including any
shares which have been redeemed or repurchased and thereby
restored to the status of authorized but unissued shares, within
the number of shares permitted by action of the holders of
Preferred Stock pursuant to clause (e) above (except upon
conversion of obligations or securities convertible into, or upon
exercise of warrants, rights or options to purchase or subscribe
to, Preferred Stock), unless one of the two following conditions
shall have been satisfied, namely, that:
(i) The specific issue, sale or disposition proposed
shall have been approved by the affirmative vote, at a
meeting called for such purpose, of the holders of each class
of Preferred Stock then outstanding having a majority of the
votes entitled to be cast, at which meeting the holders of
shares of each such class of Preferred Stock then outstanding
having one-third or more of the votes entitled to be cast
shall not have voted against such action; or
(ii) For a period of 12 consecutive calendar months
within the 15 calendar months immediately preceding the
issuance of such additional shares or the contracting for
the issuance and sale thereof, (1) the net income of the
Corporation available for dividends as determined in
accordance with sound accounting practice is at least 2-1/2
times the annual dividend requirements on all Preferred
Stock of all series in both classes, all Parity Stock and
all Senior Stock to be outstanding immediately after the
issuance of such additional shares; and (2) the balance of
earnings of the Corporation available (after taxes and
depreciation) for interest, amortization and dividends as
determined in accordance with sound accounting practice is
at least 1-1/2 times the aggregate of the annual interest
requirements on its indebtedness to be outstanding
immediately after the proposed issue of such additional
shares and the annual dividend requirements on all Senior
Stock, all Parity Stock and Preferred Stock of all series in
both classes to be outstanding immediately after the
proposed issue of such additional shares. Where the
Corporation shall have acquired any property during the
period of the computation of such earnings or where the
proceeds of the sale of the shares to be issued are proposed
to be applied to the purchase of any property, the net
income or losses from such property for the whole period of
the computation shall be included or reflected therein.
So long as any shares of any series of either class of Preferred
Stock shall remain outstanding, the Corporation shall not, without the
affirmative vote, at a meeting called for such purpose, of the holders
of shares of each class of Preferred Stock then outstanding having a
majority of the votes entitled to be cast (but, upon such vote and any
requisite vote of the holders of the shares of the Common Stock then
outstanding, may):
(g) Merge or consolidate the Corporation with or into any other
corporation, or sell substantially all of the assets of the
Corporation, unless such merger or consolidation or sale, or the
issuance and assumption of all securities to be issued or assumed in
connection with any such merger or consolidation or sale, shall have
been ordered, approved, or permitted by the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935, or by
any successor commission or other regulatory authority of the United
States or of any State or governmental subdivision thereof having
jurisdiction in the premises, after specific application or other
formal presentation; but the provisions of this Clause (g) shall not
apply to an acquisition by the Corporate or franchises or assets in
any manner which does not involve a merger or consolidation.
Notwithstanding anything elsewhere in this Article VI, if in
connection with the accomplishment of any matter whatever provision is
to be made for the redemption or retirement of all of Preferred Stock
of any series of either class at the time outstanding, nothing in this
Article VI shall be construed to confer on the holders of Preferred
Stock of such series any power or right to vote in respect of any such
matter, and the holders of Preferred Stock of such series shall not
have any power or right to vote in respect of any such matter except
where, and to the extent that, a right to vote which cannot be waived
by the terms hereof is conferred by the then existing laws of the
State of Texas.
6. Voting Rights. The holders of shares of Preferred Stock shall
not possess voting power for any purpose other than those for which
voting power is conferred by Paragraph 5 of this Article VI and by this
Paragraph 6. In addition to the voting powers expressly conferred upon
Preferred Stock by the provisions of Paragraph 5 of this Article VI and
in addition to voting rights granted to Preferred Stock in statutory
proceedings as to which their vote may be mandatorily required by the
then existing laws of the State of Texas, in case at any time the
Corporation shall fail to declare and pay or set aside for payment in
full any quarterly dividend on any series of either class of Preferred
Stock and shall not on or before the fourth succeeding quarterly
dividend payment date declare and pay or set aside for payment in full
said dividend in arrears and also all dividends which shall in the
meantime have become due and payable on all of the outstanding
Preferred Stock of both classes, such holders of all series of both
classes of Preferred Stock shall thereupon have and continue to have
the right, voting together as a combined class for such purpose by
plurality vote, with each share of Preferred Stock--$100 Par Value
having for purposes of the combined class votes provided for in this
Paragraph 6 one vote per share and each share of Preferred Stock--
without par value having for such purpose the vote per share fixed for
such share pursuant to Paragraph l(g) above, to elect the smallest
number of Directors of the Corporation necessary to constitute a
majority of the members of the Board of Directors, until all dividends
accrued and payable on both classes of Preferred Stock shall have been
fully paid; and, during the continuance of such right of the holders of
all series of both classes of Preferred Stock to elect such majority of
the Board of Directors, the holders of the Common Stock shall have the
right, voting as a class, by plurality vote, to elect the remaining
members of the Board of Directors. The terms of office of all persons
who may be Directors of the Corporation at any time when such right to
elect such majority of the Board of Directors shall accrue to the
holders of both classes of Preferred Stock shall terminate upon the
election of their successors; and such election may be held at a
special meeting of all stockholders of the Corporation which shall be
convened at any time after the accrual of such right upon notice
similar to that provided in the Bylaws of the Corporation for calling
the annual meeting of the stockholders, at the request in writing of
the holders of record of at least 2% of the number of shares of both
classes of Preferred Stock then outstanding. In default of the calling
of said meeting by a proper officer of the Corporation within five days
after the making of such request, such meeting may be called on like
notice by any holder of record of either class of Preferred Stock, for
which purpose any such holder of Preferred Stock shall have the right
to have access to the stock books of the Corporation. If such special
meeting be not called prior to the next annual meeting, the holders of
both classes of Preferred Stock as one combined class for such purpose,
and the holders of the Common Stock as a second class, shall,
respectively, elect such majority and such minority of the members of
the Board of Directors as aforesaid, at such annual meeting, unless
previously thereto all such dividend defaults shall have been made
good. At all meetings of stockholders held, for the purpose of electing
Directors, during the period Preferred Stockholders shall have the
right to elect a majority of the members of the Board of Directors, the
holders of shares having a majority of the votes entitled to be cast by
the then issued and outstanding Preferred Stock as a combined class and
of the Common Stock as a class shall constitute a quorum of those
classes, respectively, for the purposes of such meetings and lack of a
quorum as to either of such classes at any such meeting shall not
interfere with the holding of such meeting and the election of
Directors by the class having a quorum present; provided that in such
election the specific Directors to be succeeded shall be designated.
Upon the termination at any time of such right of the holders of both
classes of Preferred Stock to elect such majority of the Board of
Directors, the term of office of all Directors elected by vote of the
holders of both classes of Preferred Stock as a combined class (or
elected to fill a vacancy which might have been so filled) shall end
upon the election and qualification of their successors; and such
election may be held at a special meeting of holders of Common Stock,
convened on like notice at the-request in writing of the holders of
record of at least 2% of the total number of shares of Common Stock
then outstanding, or, if such special meeting is not called prior to
the next annual meeting, at such annual meeting. In default of the
calling of said meeting by a proper officer of the Corporation within
five days after the making of such request, such meeting may be called
on like notice by any holder of record of the Common Stock of the
Corporation, for which purpose any such holder of Common Stock shall
have the right to have access to the stock books of the Corporation.
Whenever, by reason of the resignation, death or removal of any
Director or Directors or any increase in the number of Directors, at
any time while the holders of Preferred Stock are entitled to elect
such majority of the Board of Directors as aforesaid, the number of
Directors in office who have been elected by either the holders of both
classes of Preferred Stock as a combined class or the holders of the
Common Stock as a class shall become less than the total number subject
to election by such respective classes, the vacancy or vacancies so
resulting may be filled by plurality vote of such respective classes of
stockholders at a meeting thereof called for the purpose, or, pending
such action, by the affirmative vote of a majority of the Directors at
the time in office who were elected by the vote of such class of
stockholders, although such Directors shall be less than a quorum of
the Board of Directors, at a meeting called by any such Director in the
manner provided in the Bylaws for the calling of special meetings of
the Board of Directors. During the continuance of such voting rights, a
Director elected by holders of both classes of Preferred Stock as a
combined class or the Common Stock as a class (or elected to fill a
vacancy which might have been so filled) shall be subject to removal by
majority vote of both classes of Preferred Stock or of the Common Stock
at the time outstanding, as appropriate, at a special meeting called
for the purpose, but not otherwise. A special meeting of stockholders
to fill a vacancy or to remove a Director as last above provided may be
called at any time by the holder or holders of record of shares
entitled to cast at least 5 % of the votes of the class or combined
classes of stock entitled to vote thereat or in such other manner as
may be provided for in the Bylaws. The term of office of any officer of
the Corporation shall terminate upon the election and qualification of
his successor; and such election may be held at any meeting of the
Board of Directors following any special meeting of stockholders held
upon the accrual or termination of the voting rights of the holders of
the Preferred Stock to elect such majority of the Board of Directors so
that new Directors elected at any such meeting of stockholders shall be
empowered to choose new officers of the Corporation or any thereof in
their discretion.
DIFFERENT SERIES OF PREFERRED STOCK.
7. $4.40 Dividend Preferred Stock - $100 Par Value. 120,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
first series of Preferred Stock--$100 Par Value and are designated as
"$4.40 Dividend Preferred Stock--$100 Par Value '; the fixed dividend
rate on the shares of such series is $4.40 per share per annum and such
dividends are cumulative from the date of the initial issuance of any
shares of such series, with the first dividend payable December 15,
1944 in respect of the period from the date of the initial issuance of
any shares of such series to said December 15, 1944; the fixed
redemption price on the shares of such series is $111 per share prior
to October 1, 1949, $109.50 per share on October 1, 1949 and thereafter
prior to October 1, 1954, and $108 per share on October 1, 1954 and
thereafter; the fixed liquidation price on the shares of such series is
$100 per share; and the fixed liquidation premium on the shares of such
series is $11 per share prior to October 1, 1949, $9.50 per share on
October 1, 1949 and thereafter prior to October 1, 1954, and $8 per
share on October 1, 1954 and thereafter. The $4.40 Dividend Preferred
Stock--$100 Par Value has no exchange or conversion rights.
7a. $4.50 Dividend Preferred Stock - $100 Par Value. 50,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
second series of Preferred Stock--$100 Par Value and are designated as
"$4.50 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $4.50 per share per annum and such
dividends are cumulative from the date of the original issuance of such
series, with the first dividend payable in respect to the period from
the date of the original issuance of such series to March 15, 1948; the
fixed redemption price on the shares of such series is $105 per share;
the fixed liquidation price on the shares of such series is $100 per
share; and the fixed liquidation premium on the shares of such series
is $5 per share. The $4.50 Dividend Preferred Stock--$100 Par Value has
no exchange or conversion rights.
7b. $4.40 Dividend Preferred Stock, 1949 Series - $100 Par Value.
60,000 shares of the authorized stock classified as Preferred Stock--
$100 Par Value as provided in Paragraph A of this Article VI shall
constitute the third series of Preferred Stock--$100 Par Value and are
designated as ''$4.40 Dividend Preferred Stock, 1949 Series--$100 Par
Value"; the fixed dividend rate on the shares of such series is $4.40
per share per annum and such dividends are cumulative from September
15, 1949, with the first dividend payable December 15, 1949; the fixed
redemption price on the shares of such series is $105 per share prior
to September 15, 1954, $104 per share on September 15, 1954 and
thereafter prior to September 15, 1959, and $103 per share on September
15, 1959 and thereafter; the fixed liquidation price on the shares of
such series is $100 per share; and the fixed liquidation premium on the
shares of such series is $5 per share prior to September 15, 1954, $4
per share on September 15, 1954 and thereafter prior to September 15,
1959, and $3 per share on September 15, 1959 and thereafter. The $4.40
Dividend Preferred Stock, 1949 Series--$100 Par Value has no exchange
or conversion rights.
7c. $4.20 Dividend Preferred Stock - $100 Par Value. 70 000 shares
of the authorized stock classified, as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
fourth series of Preferred Stock--$100 Par Value and are designated as
"$4.20 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $4.20 per share per annum and such
dividends are cumulative from September 15, 1950, with the first
dividend payable December 15, 1950; the fixed redemption price on the
shares of such series is $104.818 per share prior to October 1, 1955,
$103.818 per share on October 1, 1955 and thereafter prior to October
1, 1960, and $102.818 per share on October 1, 1960 and thereafter; the
fixed liquidation price on the shares of such series is $100 per share;
and the fixed liquidation premium on the shares of such series is
$4.818 per share prior to October 1, 1955, $3.818 per share on October
1, 1955 and thereafter prior to October 1, 1960, and $2.818 per share
on October 1, 1960 and thereafter. The $4.20 Dividend Preferred Stock--
S100 Par Value has no exchange or conversion rights.
7d. $4.44 Dividend Preferred Stock - $100 Par Value. 50,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
fifth series of Preferred Stock--$100 Par Value and are designated as
"$4.44 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $4.44 per share per annum and such
dividends are cumulative from June 15, 1952, with the first dividend
payable September 15, 1952; the fixed redemption price on the shares of
such series is $105.75 per share prior to July 1, 1957, $104.75 per
share on July 1, 1957, and thereafter prior to July 1, 1962, and
$103.75 per share on July 1, 1962 and thereafter; the fixed liquidation
price on the shares of such series is $100 per share; and the fixed
liquidation premium on the shares of such series is $5.75 per share
prior to July 1, 1957, $4.75 per share on July 1, 1957 and thereafter
prior to July 1, 1962, and $3.75 per share on July 1, 1962 and
thereafter. The $4.44 Dividend Preferred Stock--$100 Par Value has no
exchange or conversion rights.
7e. $5.00 Dividend Preferred Stock - $100 Par Value. 75,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
sixth series of Preferred Stock--$100 Par Value declared designated:
`'$500 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $5.00 per share per annum and such
dividends are cumulative from December 15, 1957, with the first
dividend payable March 15, 1958; the fixed redemption price on the
shares of such series is $108.25 per share prior to February 1, 1963,
$106.25 per share on February 1, 1963 and thereafter prior to February
1, 1968, and $104.25 per share on February 1, 1968 and thereafter; the
fixed liquidation price on the shares of such series is $100 per share;
and the fixed liquidation premium on the shares of such series is $8.25
per share prior to February 1, 1963, $6.25 per share on February 1,
1963 and thereafter prior to February 1, 1968, and $4.25 per share on
February 1, 1968 and thereafter. The $5.00 Dividend Preferred Stock--
$100 Par Value has no exchange or conversion rights.
7f. $5.08 Dividend Preferred Stock - $100 Par Value. 100,000 shares
of the authorized stock classified as Preferred Stock--$100 Par Value
as provided in Paragraph A of this Article VI shall constitute the
seventh series of Preferred Stock--$100 Par Value and are designated as
"$5.08 Dividend Preferred Stock--$100 Par Value"; the fixed dividend
rate on the shares of such series is $5.08 per share per annum and such
dividends are cumulative from December 15, 1958, with the first
dividend payable March 15, 1959; the fixed redemption price on the
shares of such series is $108.63 per share if redeemed prior to January
1, 1964; $106.63 per share if redeemed on January 1, 1964 or thereafter
and prior to January 1, 1969; $104.63 per share if redeemed on January
1, 1969 or thereafter. The fixed liquidation price for the shares of
such series is $100 per share; and the fixed liquidation premium on the
shares of such series is $8.63 per share prior to January 1, 1964,
$6.63 per share on January 1, 1984 and thereafter prior to January 1,
1969, and $4.63 per share on January 1, 1969 and thereafter. The $5.08
Dividend Preferred Stock--$100 Par Value has no exchange or conversion
rights.
7g. S4.52 Dividend Preferred Sock - $100 Par Value. 100,000 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the eighth series of Preferred Stock--$100 Par Value
and are designated as 'S$4.52 Dividend Preferred Stock--$100 Par
Value"; the fixed dividend rate on the shares of such series is $4.52
per share per annum and such dividends are cumulative from September
15, 1963, with the first dividend payable December 15, 1963; the fixed
redemption price on the shares of such series is $106.57 per share if
redeemed prior to October 1, 1968; $105.57 per share if redeemed on
October 1, 1968 or thereafter and prior to October 1, 1973; $103.57 per
share if redeemed on October 1, 1973 or thereafter. The fixed
liquidation price for the shares of such series is $100 per share; and
the fixed liquidation premium on the shares of such series is $6.57 per
share prior to October 1, 1968, $5.57 per share on October 1, 1968 and
thereafter prior to October 1, 1973, and S3.57 per share on October 1,
1973 and thereafter. The $4.52 Dividend Preferred Stock--$100 Par Value
has no exchange or conversion rights.
7h. $6.08 Dividend Preferred Stock - S100 Par Value. 200,000 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the ninth series of Preferred Stock--$100 Par Value
and are designated as "$6.08 Dividend Preferred Stock--$100 Par Value";
the fixed dividend rate on the shares of such series is $6.08 per share
per annum and such dividends are cumulative from June 15, 1967, with
the first dividend payable September 15, 1967; the fixed redemption
price on the shares of such series is $107.42 per share if redeemed
prior to July 1, 1972; $105.34 per share if redeemed on July 1, 1972 or
thereafter and prior to July 1, 1977; $103.34 per share if redeemed on
July 1, 1977 or thereafter. The fixed liquidation price for the shares
of such series is $100 per share; and the fixed liquidation premium on
the shares of such series is $7.42 per share prior to July 1, 1972,
$5.34 per share on July 1, 1972 and thereafter prior to July 1, 1977,
and $3.34 per share on July 1, 1977 and thereafter. The $6.08 Dividend
Preferred Stock--$100 Par Value has no exchange or conversion rights.
7i. S7.56 Dividend Preferred Stock - $100 Par Value e. 350,000
shares of authorized stock classified as Preferred Stock--$100 Par
Value as provided in Paragraph A of Article VI of the Articles of
Incorporation shall constitute the tenth series of Preferred Stock--
$100 Par Value and are designated as "$7.56 Dividend Preferred Stock--
$100 Par Value"; the fixed dividend rate on the shares of such series
is $7.56 per share per annum and such dividends are cumulative from
September 15, 1972, with the first dividend payable December 15, 1972;
the fixed redemption price on the shares of such series is $108.36 per
share if redeemed prior to September 1, 1977; $106.80 per share if
redeemed on September 1, 1977 or thereafter and prior to September 1,
1982; $103.80 per share if redeemed on September 1, 1982 or thereafter
and prior to September 1, 1987; and $101.80 per share if redeemed on
September 1, 1987 or thereafter; provided, however, that unless all
shares of Preferred Stock of each series then outstanding are redeemed
or otherwise retired, no shares of the $7.56 Dividend Preferred Stock--
$100 Par Value shall be redeemed at the option of the Company prior to
September 1, 1977, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial principles) of less than 7.50% per annum.
The fixed liquidation price for the shares of such series is $100 per
share; and the fixed liquidation premium on the shares of such series
is S8.36 per share prior to September 1, 1977, $6.80 per share on
September 1, 1977 and thereafter prior to September 1, 1982, S3.80 per
share on September 1, 1982 and thereafter prior to September 1, 1987,
and $1.80 per share on September 1, 1987 and thereafter. The $7.56
Dividend Preferred Stock--$100 Par Value has no exchange or conversion
rights.
7j. S8.52 Dividend Preferred Stock - $100 Par Value. 500,000 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the eleventh series of Preferred Stock--$100 Par Value
and are designated as ''$8.52 Dividend Preferred Stock--$100 Par
Value"; the fixed dividend rate on the shares of such series is $8.52
per share per annum and such dividends are cumulative from December 15,
1976, with the first dividend payable March 15, 1977; the fixed
redemption price on the shares of such series is S109.95 per share if
redeemed prior to January 1, 1982; $106.43 per share if redeemed on
January 1, 1982 or thereafter and prior to January 1, 1987; $104.43 per
share if redeemed on January 1, 1987 or thereafter and prior to January
1, 1992; and $102.43 per share if redeemed on January 1, 1992 or
thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $8.52 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Company prior to January
1, 1982, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial principles) of less than 8.40% per annum.
The fixed liquidation price for the shares of such series is $100 per
share; and the fixed liquidation premium on the shares of such series
is $9.95 per share prior to January 1, 1982, $6.43 per share on January
1, 1982 and thereafter prior to January 1, 1987, $4.43 per share on
January 1, 1987 and thereafter prior to January 1, 1992, and $2.43 per
share on January 1, 1992 and thereafter. The $8.52 Dividend Preferred
Stock--$100 Par Value has no exchange or conversion rights.
7k. S8.80 Dividend Preferred Stock - $100 Par Value. 444,525 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the twelfth series of Preferred Stock--$100 Par Value
and are designated as "$8.80 Dividend Preferred Stock--$100 Par
Value''; the fixed dividend rate on the shares of such series is $8.80
per share per annum and such dividends are cumulative from December 15,
1978, with the first dividend payable March 15, 1979; the fixed
redemption price on the shares of such series, other than for
redemption at par otherwise required or permitted, is $107 per share if
redeemed prior to December 15, 1983; $105 per share if redeemed on
December 15, 1983, or thereafter and prior to December 15, 1988; $103
per share if redeemed on December 15, 1988, or thereafter and prior to
December 15, 1993; and $100 per share if redeemed on December 15, 1993,
or thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $8.80 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Company prior to December
15, 1983, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial practice) of less than 8.80% per annum.
The fixed redemption price on the shares of such series is $100 per
share, plus any accrued and unpaid dividends, if redeemed in
satisfaction of the Company's Sinking Fund obligation or optional
redemption right provided below.
Subject to the provisions of Article VI of the Articles of
Incorporation, as amended, on December 15, 1984, and on December 15 in
each year thereafter, so long as any of this twelfth series of
Preferred Stock shall remain outstanding, the Company shall redeem as a
Sinking Fund obligation, 3 % of the number of shares of such twelfth
series of Preferred Stock originally issued and, in addition, the
Company may, at its option, redeem each such December 15 additional
shares of this twelfth series of Preferred Stock in a number not
exceeding such percentage, but the right to make such optional
redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Company shall not declare or pay or set
apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Company, or any class of stock as to which the
Preferred Stock of the Company has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Company may elect to reduce its obligation in respect of the redemption
of shares so required to be redeemed as a Sinking Fund obligation by
making direct purchases in the open market or other vise of shares of
this twelfth series of Preferred Stock (other than shares previously
applied as a credit against the Sinking Fund obligation) and
designating such shares to be applied as a credit, in whole or in part,
in an amount equal to the aggregate par value of the shares so applied,
against the aggregate par value of the shares required to be redeemed
in such year pursuant to the Sinking Fund obligation.
In all cases in which redemptions of less than all outstanding
shares of this twelfth series are to be made by the Company, the shares
to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Company.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $7.00 per share prior to December 15, 1983; $5.00 per share
on December 15, 1983, and thereafter prior to December 15, 1988; $3.00
per share on December 15, 1988, and thereafter prior to December 15,
1993, and $0 per share on December 15, 1993, and thereafter. The $8.80
Dividend Preferred Stock--$100 Par Value has no exchange or conversion
rights.
7l. $9. 75 Dividend Preferred Stock - $100 Par Value. 59,520 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the thirteenth series of Preferred Stock--$100 Par
Value and are designated as "$9.75 Dividend Preferred Stock--$100 Par
Value"; the fixed dividend rate on the shares of such series is S9.75
per share per annum and such dividends are cumulative from December 15,
1978, with the first dividend payable March 15, 1979; the fixed
redemption price on the shares of such series, other than for
redemption at par otherwise required or permitted, is $107 per share if
redeemed prior to December 15, 1983; $105 per share if redeemed on
December 15, 1983, or thereafter and prior to December 15, 1988; $103
per share if redeemed on December 15, 1988, or thereafter and prior to
December 15, 1993; and $100 per share if redeemed on December 15, 1993,
or thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $9.75 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Company prior to December
15, 1983, directly or indirectly out of the proceeds s)f or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial practice) of less than 9.75% per annum.
The fixed redemption price on the shares of such series is $100 per
share, plus any accrued and unpaid dividends, if redeemed in
satisfaction of the Company's Sinking Fund obligation or optional
redemption right provided below.
Subject to the provisions of Article VI of the Articles of
Incorporation, as amended, on December 15, 1984, and on December 15 in
each year thereafter, so long as any of this thirteenth series of
Preferred Stock shall remain outstanding, the Company shall redeem as a
Sinking Fund obligation, 3 % of the number of shares of such thirteenth
series of Preferred Stock originally issued and, in addition, the
Company may, at its option, redeem each such December 15 additional
shares of this thirteenth series of Preferred Stock in a number not
exceeding such percentage, but the right to make such optional
redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Company shall not declare or pay or set
apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Company, or any class of stock as to which the
Preferred Stock of the Company has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Company may elect to reduce its obligation in respect of the redemption
of shares so required to be redeemed as a Sinking Fund obligation by
making direct purchases in the open market or otherwise of shares of
this thirteenth series of Preferred Stock (other than shares previously
applied as a credit against the Sinking Fund obligation) and
designating such shares to be applied as a credit, in whole or in part,
in an amount equal to the aggregate par value of the shares so applied,
against the aggregate par value of the shares required to be redeemed
in such year pursuant to the Sinking Fund obligation.
In all cases in which redemptions of less than all outstanding
shares of this thirteenth series are to be made by the Company, the
shares to be redeemed shall be made by the Company, the shares to be
redeemed shall be selected by lot in accordance with such procedures as
may be approved by the Board of Directors of this Company.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $7.00 per share prior to December 15, 1983; $5.00 per share
on December 15, 1983, and thereafter prior to December 15, 1988, $3.00
per share on December 15, 1988, and thereafter prior to December 15,
1993, and $0 per share on December 15, 1993, and thereafter. The $9.75
Dividend Preferred Stock--$100 Par Value has no exchange or conversion
rights.
7m. $9.96 Dividend Preferred Stock - $100 Par Value. 350,000 shares
of authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the fourteenth series of Preferred Stock--$100 Par
Value and are designated as "$9.96 Dividend Preferred Stock--$100 Par
Value''; the fixed dividend rate on the shares of such series is $9.96
per share per annum and such dividends are cumulative from December 15,
1978, with the first dividend payable March 15, 1979; the fixed
redemption price on the shares of such series is $111.60 per share if
redeemed prior to January 1, 1984; $106.64 per share if redeemed on
January 1, 1984, or thereafter and prior to January 1, 1989; $104.64
per share if redeemed on January 1, 1989, or thereafter and prior to
January 1, 1994; and $102.64 per share if redeemed on January 1, 1994,
or thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $9.96 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Company prior to January
1, 1984, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial practice) of less than 9.80% per annum.
In all cases in which redemptions of less than all outstanding
shares of this fourteenth series are to be made by the Company, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Company.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $11.60 per share prior to January 1, 1984; $6.64 per share on
January 1, 1984, and thereafter prior to January 1, 1989; $4.64 per
share on January 1, 1989, and thereafter prior to January 1, 1994, and
$2.64 per share on January 1, 1994, and thereafter. The $9.96 Dividend
Preferred Stock--$100 Par Value has no exchange or conversion rights.
7n. $8. 64 Dividend Preferred Stock - $100 Par Value. 350,000 shares of
authorized stock classified as Preferred Stock--$100 Par Value as
provided in Paragraph A of Article VI of the Articles of Incorporation
shall constitute the fifteenth series of Preferred Stock--$100 Par
Value and are designated as ''$8.64 Dividend Preferred Stock--$100 Par
Value"; the fixed dividend rate on the shares of such series is $8.64
per share per annum and such dividends are cumulative from June 15,
1979, (subject to the provision in Article VI E.2 regarding deemed
payment prior to the date of original issue), with the first dividend
payable September 15, 1979; the fixed redemption price on the shares of
such series, other than for redemption at par otherwise required or per
mitted, is $108.64 per share if redeemed prior to August 1, 1984;
$105.00 per share if redeemed on August I, 1984, or thereafter and
prior to August 1, 1989; $103.00 per share if redeemed on August 1,
1989, or thereafter and prior to August 1, 1994; and $101.00 per share
if redeemed on August 1, 1994, or thereafter; provided, however, that
unless all shares of Preferred Stock of each series then outstanding
are redeemed or otherwise retired, no shares of the ''$8.64 Dividend
Preferred Stock--$100 Par Value" shall be redeemed at the option of the
Company prior to August 1, 1984, directly or indirectly out of the
proceeds of or in anticipation of any refunding involving the incurring
of indebtedness or the issuance of additional shares of Preferred Stock
having an effective interest cost or dividend rate (calculated in
accordance with generally accepted financial practice) of less than
8.64% per annum. The fixed redemption price on the shares of such
series is $100 per share, plus any accrued and unpaid dividends, if
redeemed in satisfaction of the Company's Sinking Fund obligation or
optional redemption right provided below.
Subject to the provisions of Article VI of the Articles of
Incorporation, as amended, on September 15, 1985, and on September 15
in each year thereafter, so long as any of this fifteenth series of
Preferred Stock shall remain outstanding, the Company shall redeem as a
Sinking Fund obligation, 4% of the number of shares of such fifteenth
series of Preferred Stock originally issued and, in addition, the
Company may, at its option, redeem each such September 15 additional
shares of this fifteenth series of Preferred Stock in a number not
exceeding such percentage, but the right to make such optional
redemption shall not be cumulative and no such optional redemption
shall be applied in reduction of any subsequent mandatory Sinking Fund
redemption provided for above, provided that the Company shall not
declare or pay or set apart for, or make or order any dividend or other
distribution in respect of, or purchase or otherwise acquire for value
any shares of, the Common Stock of the Company, or any class of stock
as to which the Preferred Stock of the Company has priority as to
payments of dividends, unless all redemptions required to be made in
satisfaction of the Sinking Fund obligation provided above have been
made. The Company may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this fifteenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole-or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this fifteenth series are to be made by the Company, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Company.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium n on the shares of such
series is $8.64 per share prior to August 1, 1984, $5.00 per share on
August 1, 1984 and thereafter prior to August 1, 1989, S3.00 per share
on August 1, 1989, and thereafter prior to August 1, 19945 and $1.00
per share on August 1, 1994, and thereafter. The $8.64 Dividend
Preferred Stock--$100 Par Value has no exchange or conversion rights.
70. $11.48 Dividend Preferred Stock - $100 Par Value. 500,000
shares of authorized stock classified as Preferred Stock--$100 Par
Value as provided in Paragraph A of Article VI of the Restated Articles
of Incorporation shall constitute the sixteenth series of Preferred
Stock--$100 Par Value and are designated as "$11.48 Dividend Preferred
Stock--$100 Par Value"; the fixed dividend rate on the shares of such
series is $11.4B per share per annum and such dividends are cumulative
from December 15, 1979 (subject to the provision in Article VI E.2
regarding deemed payment prior to the date of original issue), with the
first dividend payable March 15, 1980; and the fixed redemption price
on the shares of such series, other than for redemption at par
otherwise required or permitted, is $111.48 per share if redeemed prior
to January 1, 1985; $105.00 per share if redeemed on January 1, 1985,
or thereafter and prior to January 1, 1990; $103.00 per share if
redeemed on January 1, 1990, or thereafter and prior to January 1,
1995, and $101.00 per share if redeemed on January 1, 1995, or
thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $11.48 Dividend Preferred Stock--$100 Par
Value shall be redeemed at the option of the Corporation prior to
January 1, 1985, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred Stock having an
effective interest cost or dividend rate (calculated in accordance with
generally accepted financial practice) of less than 11.48% per annum.
The fixed redemption price on the shares of such series is $100 per
share plus any accrued and unpaid dividends, if redeemed in
satisfaction of the Corporation's Sinking Fund obligation or optional
redemption right provided below.
Subject to the provisions of Article VI of the Restated Articles of
Incorporation, as amended, on December 15, 1986, and on December 15 in
each year thereafter, so long as any of this sixteenth series of
Preferred Stock shall remain outstanding, the Corporation shall redeem
as a Sinking Fund obligation, 4% of the number of shares of such
sixteenth series of Preferred Stock originally issued and, in addition,
the Corporation may, at its option, redeem each such December 15
additional shares of this sixteenth series of Preferred Stock in a
number not exceeding such percentage, but the right to make such
optional redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Corporation shall not declare or pay or
set apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Corporation, or any class of stock as to which
the Preferred Stock of the Corporation has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Corporation may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this sixteenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this sixteenth series are to be made by the Corporation, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Corporation.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $11.48 per share prior to January 1, 1985; $5.00 per share on
January 1, 1985, and thereafter prior to January 1, 1990; $3.00 per
share on January 1, 1990, and thereafter prior to January 1, 1995, and
$1.00 per share on January 1, 1995, and thereafter. The $11.48 Dividend
Preferred Stock--$100 Par Value has no exchange or conversion rights.
7p. $13.64 Dividend Preferred Stock - $100 Par Value. 500,000
shares of authorized stock classified as Preferred Stock--$100 par
value as provided in Paragraph A of Article VI of the Restated Articles
of Incorporation shall constitute the seventeenth series of Preferred
Stock--$100 par value and are designated as ''$13.64 Dividend Preferred
Stock--$100 par value"; the fixed dividend rate on the shares of such
series is $13.64 per share per annum and such dividends are cumulative
from September 15, (subject to the provision in Article VI E.2
regarding deemed payment prior to the date of issue) with the first
dividend payable December 15, 1980; and the fixed redemption price on
the shares of such series, other than for redemption at par otherwise
required or permitted, is $113.64 per share if redeemed prior to
October 1, 1985; $105.00 per share if redeemed on October 1, 1985, or
thereafter and prior to October 1, 1990; $103.00 per share if redeemed
on October 1, 1990, or thereafter and prior to October 1, 1995; and
$101.00 per share if redeemed on October 1, 1995, or thereafter;
provided, however, that unless all shares of preferred stock of each
series then outstanding are redeemed or otherwise retired, no shares of
the $13.64 Dividend Preferred Stock--$100 par value shall be redeemed
at the option of the Corporation prior to October 1, 1985, directly or
indirectly out of the proceeds of or in anticipation of any refunding
involving the incurring of indebtedness or the issuance of additional
shares of preferred stock having an effective interest cost or dividend
rate (calculated in accordance with generally accepted financial
practice) of less than 13.64% per annum. The fixed redemption price on
the shares of such series is $100 per share plus any accrued and unpaid
dividends, if redeemed in satisfaction of the Corporation's Sinking
Fund obligation or optional redemption right provided below.
Subject to the provisions of Article VI of the Restated Articles of
Incorporation, as amended, on November 15, 1986, and on November 15, in
each year thereafter, so long as any of the seventeenth series of
Preferred Stock shall remain outstanding, the Corporation shall redeem
as a Sinking Fund obligation, 4% of the number of shares of such
seventeenth series of Preferred Stock originally issued and, in
addition, the Corporation may, at its option, redeem each such November
15 additional shares of this seventeenth series of Preferred Stock in a
number not exceeding such percentage, but the right to make such
optional redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Corporation shall not declare or pay or
set apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Corporation, or any class of stock as to which
the Preferred Stock of the Corporation has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Corporation may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this seventeenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this seventeenth series are to be made by the Corporation,
the shares to be redeemed shall be selected by lot in accordance with
such procedures as may be approved by the Board of Directors of this
Corporation.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium on the shares of such
series is $13.64 per share prior to October 1, 1985; $5.00 per share on
October 1, 1985, and thereafter prior to October 1, 1990; $3.00 per
share on October 1, 1990, and thereafter prior to October 1, 1995; and
$1.00 per share on October 1, 1995, and thereafter. The $13.64 Dividend
Preferred Stock--$100 par value has no exchange or conversion rights.
7q. Adjustable Rate Cumulative Preferred Stock, Series A - $100 Par
Value. 300,000 shares of authorized stock classified as Preferred Stock-
- -$100 par value as provided in Paragraph A of Article VI of the
Restated Articles of Incorporation, as amended, shall constitute the
eighteenth series of Preferred Stock--$100 par value and are designated
as Adjustable Rate Cumulative Preferred Stock, Series A--$100 par
value; the fixed dividend rate on the shares of such series for each
dividend period shall be the rate determined in accordance with the
provisions of these resolutions and such dividends are cumulative from
March 15, 1983, (subject to the provision in Article VI E.2 regarding
deemed payment prior to the date of issue) with the first and second
dividends payable September 15, 1983 and December 15, 1983, at the rate
per share (based on par value) of 11-1/2% per annum for the initial
dividend period ending September 14, 1983 and second dividend period
ending December 14, 1983, and at 0.65 of 1% above the Applicable Rate
(as hereinafter defined) from time to time in effect for each
subsequent dividend period; however, the dividend rate for any dividend
period will in no event be less than 7% per annum or greater than 13%
per annum.
Except as provided below in this paragraph, the "Applicable Rate''
for any dividend period will be the highest of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate and the Twenty Year Constant
Maturity Rate (each as hereinafter defined) for such dividend period.
In the event the Corporation determines in good faith that for any
reason one or more of such rates cannot be determined for any dividend
period, then the Applicable Rate for such dividend will be the higher
of whichever of such rates can be so determined. In the event the
Corporation determines in good faith that none of such rates can be
determined for any dividend period, then the Applicable Rate in effect
for the preceding dividend period will be continued for such dividend
period.
Except as provided below in this paragraph, the ''Treasury Bill
Rate" for each dividend period will be the arithmetic average of the
two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period (as defined below)) for
three-month U.S. Treasury bills, as published weekly by the Federal
Reserve Board during the Calendar Period immediately prior to the ten
calendar days immediately preceding the March 15, June 15, September
15, or December 15, as the case may be, prior to the dividend period
for which the dividend rate on the eighteenth series of Preferred Stock
is being determined. In the event that the Federal Reserve Board does
not publish such a weekly per annum market discount rate during any
such Calendar Period, then the Treasury Bill Rate for the related
dividend period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as
published weekly during such Calendar Period by any Federal Reserve
Bank or by any U.S. Government department or agency selected by the
Corporation. In the event that a per annum market discount rate for
three-month U. S. Treasury bills is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Treasury
Bill Rate for such dividend period will be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period) for all of the U.S.
Treasury bills, then having maturities of not less than 80 nor more
than 100 days, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not publish such
rates, by any Federal Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. In the event the Corporation
determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar Period, then
the Treasury Bill Rate for such dividend period will be the arithmetic
average of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of marketable
non-interest bearing U.S. Treasury securities with a maturity of not
less than 80 nor more than 100 days from the date of each such
quotation, as quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation. In the event the Corporation
determines in good faith that for any reason the Corporation cannot
determine the Treasury Bill Rate for any dividend period as provided
above in this paragraph, the Treasury Bill Rate for such dividend
period will be the arithmetic average of the per annum market discount
rates based upon the closing bids during the related Calendar Period
for each of the issues of marketable interest bearing U.S. Treasury
securities with a maturity of not less than 80 nor more than 100 days
from the date of each such quotation, as quoted daily for each business
day in New York City (or less frequently if daily quotations are not
generally available) to the Corporation by at least three recognized
U.S. Government securities dealers selected by the Corporation.
Except as provided below in this paragraph, the "Ten Year Constant
Maturity Rate'' for each dividend period will be the arithmetic average
of the two most recent weekly per annum Ten Year Average Yields (or the
one weekly per annum Ten Year Average Yield, if only one such Yield is
published during the relevant Calendar Period), as published weekly by
the Federal Reserve Board during the Calendar Period immediately prior
to the ten calendar days immediately preceding the March 15, June 15,
September 15 or December 15, as the case may be, prior to the dividend
period for which the dividend rate on the eighteenth series of
Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten Year Average
Yield during such Calendar Period, then the Ten Year Constant Maturity
Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum Ten Year Average Yields (or the one weekly
per annum Ten Year Average Yield, if only one such Yield is published
during the relevant Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that a
per annum Ten Year Average Yield is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year
Constant Maturity Rate for such dividend period will be the arithmetic
average of the two most recent weekly per annum average yields to
maturity (or the one weekly average yield to maturity, if only one such
yield is published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as defined below)) then having
maturities of not less than eight nor more than twelve years, as
published during such Calendar Period by the Federal Reserve Board or,
if the Federal Reserve Board does not publish such yields, by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event the Corporation determines in
good faith that for any reason the Corporation cannot determine the Ten
Year Constant Maturity Rate for any dividend period as provided above
in this paragraph, then the Ten Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the per annum average
yields to maturity based upon, the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than eight nor more than twelve
years from the date of each such quotation, as quoted daily for each
business day in New York City (or less frequently if daily quotations
are not generally available) to the Corporation by at least three
recognized U.S. Government securities dealers selected by the
Corporation.
Except as provided below in this paragraph, the "Twenty Year
Constant Maturity Rate'' for each dividend period will be the
arithmetic average of the two most recent weekly per annum Twenty Year
Average Yields (or the one weekly per annum Twenty Year Average Yield,
if only one such Yield is published during the relevant Calendar
Period), as published weekly by the Federal Reserve Board during the
Calendar Period immediately prior to the ten calendar days immediately
preceding the March 15, June 15, September 15 or December 15, ~s the
case may be, prior to the dividend period for which the dividend rate
on the eighteenth series of Preferred Stock is being determined. In the
event the Federal Reserve Board does not publish such a weekly per
annum Twenty Year Average Yield during such Calendar Period, then the
Twenty Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the two most recent weekly per annum Twenty Year
Average Yields (or the one weekly per annum Twenty Year Average Yield,
if only one such Yield is published during the relevant Calendar
Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Corporation. In the event that a per annum Twenty Year Average
Yield is not published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency during such
Calendar Period, then the Twenty Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly average
yield to maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special
Securities) then having maturities of not less than eighteen nor more
then twenty-two years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board does not publish
such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason the
Corporation cannot determine the Twenty Year Constant Maturity Rate for
any dividend period as provided above in this paragraph, then the
Twenty Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the per annum average yields to maturity based
upon the closing bids during such Calendar Period for each of the
issues of actively traded marketable U. S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date
not less than eighteen nor more than twenty-two years from the date of
each quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations are not generally available) to
the Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Twenty Year Constant Maturity Rate Will each be rounded to the nearest
five hundredths of a percentage point.
The fixed dividend rate per share payable for each dividend period
will be computed by dividing the dividend rate for such dividend period
(determined in accordance with these resolutions) by four and applying
such rate against the par value per share of the eighteenth series of
Preferred Stock. The dividend payable for the initial dividend period
or any period longer or shorter than a full quarterly dividend period
will be computed on the basis of a 360-day year consisting of 30-day
months.
The dividend rate with respect to each dividend period will be
calculated as promptly as practicable by the Corporation according to
the appropriate method described herein. The mathematical accuracy of
each such calculation will be confirmed in writing by independent
certified public accountants of recognized standing. The Corporation
will cause each dividend rate to be published in a newspaper of general
circulation in New York City prior to the commencement of the new
dividend period to which it applies and will cause notice of such
dividend rate to be enclosed with the dividend payment checks next
mailed to the holders of the eighteenth series of Preferred Stock.
As used herein, the term "Calendar Period" means a period of
fourteen calendar days the term "Special Securities" means securities
which can, at the option of the holder, be surrendered at face value in
payment of any Federal estate tax or which provide tax benefits to the
holder and are priced to reflect such tax benefits or which were
originally issued at a deep or substantial discount; the term "Ten Year
Average Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of ten years); and the term "Twenty Year Average
Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of twenty years).
The fixed redemption price on the shares of the eighteenth series
is $111.50 per share if redeemed prior to May 15, 1984; $109.80 per
share if redeemed from May 15, 1984 through May 14, 1985; $108.10 per
share if redeemed from May 15, 1985 through May 14, 1986; $106.40 per
share if redeemed from May 15, 1986 through May 14, 1987; $104.70 per
share if redeemed from May 15, 1987 through May 14, 1988; $103.00 per
share if redeemed from May 15, 1988 through May 14, 1993; and $100.00
per share if redeemed on May 15, 1993, or thereafter; provided,
however, that unless all shares of Preferred Stock of each series then
outstanding are redeemed or otherwise retired, no shares of the
eighteenth series of Preferred Stock shall be redeemed at the option of
the Corporation prior to May 15, 1988, directly or indirectly out of
the proceeds of or in anticipation of any refunding involving the
incurring of indebtedness or the issuance of additional shares of
Preferred Stock having an effective interest cost or dividend rate
(calculated in accordance with generally accepted financial practice)
of less than 11-1/2% per annum. The fixed redemption price on the
shares of such series is $100 per share plus any accrued and unpaid
dividends, if redeemed in satisfaction of the Corporation's Sinking
Fund obligation or pursuant to optional redemption right provided
below.
Subject to the provision of Article VI of the Restate Articles of
Incorporation, as amended, so long as any of this eighteenth series of
Preferred Stock shall remain outstanding, on September 15, 1989, and on
September 15 in each year thereafter, the Corporation shall redeem as a
Sinking Fund obligation, 4% of the number of shares of such eighteenth
series of Preferred Stock originally issued and, in addition, the
Corporation may, at its option, redeem on each such September 15
additional shares of this eighteenth series of Preferred Stock in a
number not exceeding such percentage, but the right to make such
optional redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Corporation shall not declare or pay or
set apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Corporation, or any class of stock as to which
the Preferred Stock of the Corporation has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Corporation may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this eighteenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this eighteenth series are to be made by the Corporation, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Corporation.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium per share on the shares of
eighteenth series is the excess over $100 of the redemption price at
the time in effect.
The Adjustable Rate Cumulative Preferred Stock, Series A--$100 par
value has no exchange or conversion rights.
7r. Adjustable Rate Cumulative Preferred Stock, Series B - $100 Par
Value. 450,000 shares of authorized stock classified as Preferred Stock-
- -$100 par value as provided in Paragraph A of Article VI of the
Restated Articles of Incorporation, as amended, shall constitute the
nineteenth series of Preferred Stock--$100 par value and are designated
as Adjustable Rate Cumulative Preferred Stock, Series B--$100 par
value; the fixed dividend rate on the shares of such series for each
dividend period shall be the rate determined in accordance with the
provisions of these resolutions and such dividends are cumulative from
December 15, 1983, (subject to the provision in Article VI E.2
regarding deemed payment prior to the date of issue) with the first and
second dividends payable March 15, 1984 and June 15, 1984, at the rate
per share (based on par value) of 12.50% per annum for the initial
dividend period ending March 14, 1984 and second dividend period ending
June 14, 1984, and at the rate per share of .70 of 1% above the
Applicable Rate per annum (as hereinafter defined) from time to time in
effect for each subsequent dividend period; however, the dividend rate
for any dividend period will in no event be less than 7.0% per annum or
greater than 13.5% per annum.
Except as provided below in this paragraph, the ''Applicable Rate"
for any dividend period will be the highest of the Treasury Bill Rate,
the Ten Year Constant Maturity Rate and the Twenty Year Constant
Maturity Rate (each as hereinafter defined) for such dividend period.
In the event the Corporation determines in good faith that for any
reason one or more of such rates cannot be determined for any dividend
period, then the Applicable Rate for such dividend will be the higher
of whichever of such rates can be so determined. In the event the
Corporation determines in good faith that none of such rates can be
determined for any dividend period, then the Applicable Rate in effect
for the preceding dividend period will be continued for such dividend
period.
Except as provided below in this paragraph, the "Treasury Bill
Rate" for each dividend period will be the arithmetic average of the
two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period (as defined below)) for
three-month U.S. Treasury bills, as published weekly by the Federal
Reserve Board during the Calendar Period immediately prior to the ten
calendar days immediately preceding the March 15, June 15, September
15, or December 15, as the case may be, prior to the dividend period
for which the dividend rate on the nineteenth series of Preferred Stock
is being determined. In the event that the Federal Reserve Board does
not publish such a weekly per annum market discount rate during any
such Calendar Period, then the Treasury Bill Rate for the related
dividend period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury Bills, as
published weekly during such Calendar Period by any Federal Reserve
Bank or by any U.S. Government department or agency selected by the
Corporation. In .the event that a per annum market discount rate for
three-month U.S. Treasury bills is not published by the Federal Reserve
Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Treasury
Bill Rate for such dividend period will be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one
weekly per annum market discount rate, if only one such rate is
published during the relevant Calendar Period) for all of the U.S.
Treasury bills, then having maturities of not less than 80 nor more
than 100 days, as published during such Calendar Period by the Federal
Reserve Board or, if the Federal Reserve Board does not publish such
rates, by any Federal Reserve Bank or by any U.S. Government department
or agency selected by the Corporation. In the event the Corporation
determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar Period, then
the Treasury Bill Rate for such dividend period will be the arithmetic
average of the per annum market discount rates based upon the closing
bids during such Calendar Period for each of the issues of marketable
non-interest bearing U.S. Treasury securities with a maturity of not
less than 80 nor more than 100 days from the date of each such
quotation, as quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to the
Corporation by at least three recognized U. S. Government securities
dealers selected by the Corporation. In the event the Corporation
determines in good faith that for any reason the Corporation cannot
determine the Treasury Bill Rate for any dividend period as provided
above in this paragraph, the Treasury Bill Rate for such dividend
period will be the arithmetic average of the per annum market discount
rates based upon the closing bids during the related Calendar Period
for each of the issues of marketable interest bearing U.S. Treasury
securities with a maturity of not less than 80 nor more than 100 days
from the date of each such quotation, as quoted daily for each business
day in New York City (or less frequently if daily quotations are not
generally available) to the Corporation by at least three recognized
U.S. Government securities dealers selected by the Corporation.
Except as provided below in this paragraph, the "Ten Year Constant
Maturity Rate" for each dividend period will be the arithmetic average
of the two most recent weekly per annum Ten Year Average Yields for the
one weekly per annum Ten Year Average Yield, if only one such Yield is
published during the relevant Calendar Period), as published weekly by
the Federal Reserve Board during the Calendar Period immediately prior
to the ten calendar days immediately preceding the March 15, June 15,
September 15 or December 15, as the case may be, prior to the dividend
period for which the dividend rate on the nineteenth series of
Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten Year Average
Yield during such Calendar Period, then the Ten Year Constant Maturity
Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum Ten Year Average Yields (or the one weekly
per annum Ten Year Average Yield, if only one such Yield is published
during the relevant Calendar Period), as published weekly during such
Calendar Period by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that a
per annum Ten Year Average Yield is not published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year
Constant Maturity Rate for such dividend period will be the arithmetic
average of the two most recent weekly per annum average yields to
maturity (or the one weekly average yield to maturity, if only one such
yield is published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities
(other than Special Securities (as defined below)) then having
maturities of not less than eight nor more than twelve years, as
published during such Calendar Period by the Federal Reserve Board or,
if the Federal Reserve Board does not publish such yields, by any
Federal Reserve Bank or by any U.S. Government department or agency
selected by the Corporation. In the event the Corporation determines in
good faith that for any reason the Corporation cannot determine the Ten
Year Constant Maturity Rate for any dividend period as provided above
in this paragraph, then the Ten Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the per annum average
yields to maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than eight nor more than twelve
years from the date of each such quotation, as quoted daily for each
business day in New York City (or less frequently if daily quotations
are not generally available) to the Corporation by at least three
recognized U.S. Government securities dealers selected by the
Corporation.
Except as provided below in this paragraph, the "Twenty Year
Constant Maturity Rate" for each dividend period will be the arithmetic
average of the two most recent weekly per annum Twenty Year Average
Yields (or the one weekly per annum Twenty Year Average Yield, if only
one such Yield is published during the relevant Calendar Period), as
published weekly by the Federal Reserve Board during the Calendar
Period immediately prior to the ten calendar days immediately preceding
the March 15, June 15, September 15 or December 15, as the case may be,
prior to the dividend period for which the dividend rate on the
nineteenth series of Preferred Stock is being determined. In the event
the Federal Reserve Board does not publish such a weekly per annum
Twenty Year Average Yield during such Calendar Period, then the Twenty
Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the two most recent weekly per annum Twenty Year
Average Yields (or the one weekly per annum Twenty Year Average Yield,
if only one such Yield is published during the relevant Calendar
Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
the Corporation. In the event that a per annum Twenty Year Average
Yield is not published by the Federal Reserve Board or by any Federal
Reserve Bank or by any U.S. Government department or agency during such
Calendar Period, then the Twenty Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the two most recent
weekly per annum average yields to maturity (or the one weekly average
yield to maturity, if only one such yield is published during the
relevant Calendar Period) for all of the actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special
Securities) then having maturities of not less than eighteen nor more
then twenty-two years, as published during such Calendar Period by the
Federal Reserve Board or, if the Federal Reserve Board does not publish
such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by the Corporation. In the event that the
Corporation determines in good faith that for any reason the
Corporation cannot determine the Twenty Year Constant Maturity Rate for
any dividend period as provided above in this paragraph, then the
Twenty Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the per annum average yields to maturity based
upon the closing bids during such Calendar Period for each of the
issues of actively traded marketable U.S. Treasury fixed interest rate
securities (other than Special Securities) with a final maturity date
not less than eighteen nor more than twenty-two years from the date of
each quotation, as quoted daily for each business day in New York City
(or less frequently if daily quotations are not generally available) to
the Corporation by at least three recognized U.S. Government securities
dealers selected by the Corporation.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the
Twenty Year Constant Maturity Rate will each be rounded to the nearest
five hundredths of a percentage point.
The fixed dividend rate per share payable for each dividend period
will be computed by dividing the dividend rate for such dividend period
(determined in accordance with these resolutions) by four and applying
such rate against the par value per share of the nineteenth series of
Preferred Stock. The dividend payable for the initial dividend period
or any period longer or shorter than a full quarterly dividend period
will be computed on the basis of a 360 day year consisting of 30-day
months.
The dividend rate with respect to each dividend period will be
calculated as promptly as practicable by the Corporation according to
the appropriate method described herein. The mathematical accuracy of
each such calculation will be confirmed in writing by independent
certified public accountants of recognized standing. The Corporation
will cause each dividend rate to be published in a newspaper of general
circulation in New York City prior to the commencement of the new
dividend period to which it applies and will cause notice of such
dividend rate to be enclosed with the dividend payment checks next
mailed to the holders of the nineteenth series of Preferred Stock.
As used herein, the term "Calendar Period" means a period of
fourteen calendar days the term "Special Securities" means securities
which can, at the option of the holder, be surrendered at face value in
payment of any Federal estate tax or which provide tax benefits to the
holder and are priced to reflect such tax benefits or which were
originally issued at a deep or substantial discount; the term "Ten Year
Average Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of ten years); and the term "Twenty Year Average
Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to
constant maturities of twenty years).
The fixed redemption price on the shares of the nineteenth series
is $112.50 per share if redeemed prior to March 14, 1985; $110.,50 per
share if redeemed from March 15, 1985 through March 14, 1986; $108.70
per share if redeemed from March 15, 198,5 through March 14, 1987;
$10,5.80 per share if redeemed from March 15, 1987 through March 14,
1988; $104.90 per share if redeemed from March 15, 1988 through March
14, 1989; $103.00 per share if redeemed from March 15, 1989 through
March 14, 1994; and $100.,~) per share if redeemed on March 15, 1994,
or thereafter; provided, however, that unless all shares of Preferred
Stock of each series then outstanding are redeemed or otherwise
retired, no shares of the nineteenth series of Preferred Stock shall be
redeemed at the option of the Corporation prior to March 15, 1989,
directly or indirectly out of the proceeds of or in anticipation of any
refunding involving the incurring of indebtedness or the issuance of
additional shares of Preferred Stock having an effective interest cost
or dividend rate (calculated in accordance with generally accepted
financial practice) of less than 12.50% per annum. The fixed redemption
price on the shares of such series is $100 per share plus any accrued
and unpaid dividends, if redeemed in satisfaction of the Corporation's
Sinking Fund obligation or pursuant to optional redemption right
provided below.
Subject to the provisions of Article VI of the Restated Articles of
Incorporation, as amended, so long as any of this nineteenth series of
Preferred Stock shall remain outstanding, on March 15, 1990, and on
March 15 in each year thereafter, the Corporation shall redeem as a
Sinking Fund obligation, 5 % of the number of shares of such nineteenth
series of Preferred Stock originally issued and, in addition, the
Corporation may, at its option, redeem on each such March 15 additional
shares of this nineteenth series of Preferred Stock in a number not
exceeding such percentage but the right to make such optional
redemption shall not be cumulative and shall not be applied in
reduction of any subsequent mandatory Sinking Fund redemption provided
for above; provided that the Corporation shall not declare or pay or
set apart for, or make or order any dividend or other distribution in
respect of, or purchase or otherwise acquire for value any shares of,
the Common Stock of the Corporation, or any class of stock as to which
the Preferred Stock of the Corporation has priority as to payments of
dividends, unless all redemptions required to be made in satisfaction
of the Sinking Fund obligation provided above have been made. The
Corporation may elect to reduce its obligation in respect of the
redemption of shares so required to be redeemed as a Sinking Fund
obligation by making direct purchases in the open market or otherwise
of shares of this nineteenth series of Preferred Stock (other than
shares previously applied as a credit against the Sinking Fund
obligation) and designating such shares to be applied as a credit, in
whole or in part, in an amount equal to the aggregate par value of the
shares so applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the Sinking Fund
obligation.
In all cases in which redemptions of less than all outstanding
shares of this nineteenth series are to be made by the Corporation, the
shares to be redeemed shall be selected by lot in accordance with such
procedures as may be approved by the Board of Directors of this
Corporation.
The fixed liquidation price for the shares of such series is $100
per share; and the fixed liquidation premium per share on the shares of
nineteenth series is the excess over $100 of the redemption price at
the time in effect.
The Adjustable Rate Cumulative Preferred Stock, Series B--$100 par
value has no exchange or conversion rights.
PREFERENCE STOCK.
8. Series and Limits of Variations Between Series of Preference
Stock. Subject to the provisions of this Article VI setting forth the
provisions of the established series of Preference Stock (which said
provisions, however, shall not continue effective as to any shares
which are redeemed or repurchased and restored to the status of
authorized but unissued shares of such class), the Preference Stock may
be issued in one series or divided into and issued in more than one
series from time to time as herein provided. Series shall be
established by the Board of Directors. Subject to the prior rights of
holders of Preferred Stock as set forth in this Article VI or in any
resolution of the Board of Directors providing for the issuance of any
series of Preferred Stock, the authorized number of shares of any such
series of Preference Stock, the designation of such series, the
relative rights and preferences thereof and the terms and
characteristics thereof (in those respects in which the shares of one
series may vary from the shares of other series as herein provided)
shall be fixed and determined at any time prior to the issuance thereof
by resolution or resolutions of the Board of Directors of the
Corporation. All shares of each series shall be alike in every
particular. Preference Stock of all series shall be of equal rank and
shall be identical in all respects, except in the following
particulars:
(a) The designation of such series, which may be by distinguishing
number, letter or title;
(b) The rate at which dividends are to accrue on the shares of such
series, hereinafter referred to as the "fixed dividend rate";
(c) The terms and conditions on which the shares of such series may
be redeemed and the amount payable in respect of the shares of such
series in case of the redemption thereof at the option of the
Corporation, the amount so fixed being hereinafter referred to as the
"fixed redemption price'', and the amount payable in respect of the
shares of such series in case of the redemption thereof for any sinking
fund for such series, which amounts in respect of any series may, but
need not, vary according to the time or circumstances of such action;
(d) The amount payable in respect of the shares of such series in
case of liquidation, dissolution, or winding up of the Corporation, or
reduction or decrease of its capital stock resulting in any
distribution of its assets to its Common Stockholders, the amount so
fixed being hereinafter referred to as the "fixed liquidation price'',
and the amount payable, if any, in addition to the fixed liquidation
price for each series in case such liquidation, dissolution, winding
up, reduction or decrease be voluntary, the amount so fixed being
hereinafter referred to as the ''fixed liquidation premium", which
amounts in respect of any series may, but need not, vary according to
the time or circumstances of such action;
(e) Any requirement as to any sinking fund or purchase fund for, or
the redemption, purchase or other retirement by the Corporation of, the
shares of such series;
(f) The right, if any, to convert the shares of such series into
shares of any other series of Preference Stock or into shares of Common
Stock of the Corporation and the rate or basis, time, manner, terms and
conditions of conversion or the method by which the same shall be
determined; and
(g) The voting rights, if any, of the shares of such series;
provided that the vote per share fixed for the shares of any series of
such class on such issues as to which it is given voting rights by
these Articles of Incorporation, by the resolution establishing such
series or by law may not exceed one one-hundredth of a vote per dollar
of consideration per share fixed by the Board of Directors for such
shares upon original issuance of such series which shall constitute the
stated capital value of such share.
9. Dividends on the Preference Stock. Out of the assets of the
Corporation available for dividends, subject to the prior rights of
holders of Preferred Stock as set forth in this Article VI or in any
resolution of the Board of Directors providing for the issuance of any
series of Preferred Stock, the holders of each series of Preference
Stock at the time outstanding shall be entitled to receive, if and when
declared payable by the Board of Directors, dividends in lawful money
of the United States of America at, but not exceeding, the fixed
dividend rate for the particular series, payable quarterly on March 15,
June 15, September 15 and December 15 in each year, before any
dividends (other than a dividend payable in Common Stock of the
Corporation) shall be paid upon or set apart for the Common Stock; and
such dividends on each series of Preference Stock shall be cumulative,
so that, if in any past dividend period or periods full dividends upon
each series of outstanding Preference Stock at the fixed dividend rate
or rates therefor shall not have been paid, the deficiency (without
interest) shall be paid or declared and set apart for payment before
any dividends shall be paid upon or set apart for the Common Stock.
Dividends on all shares of Preference Stock of each series shall
commence to accrue and be cumulative from the date of issue. Any
dividends declared or paid on Preference Stock in an amount less than
full cumulative dividends accrued or in arrears upon all Preference
Stock outstanding shall, if more than one series be outstanding, be
divided among the different series then outstanding in proportion to
the aggregate amounts which would be distributable to Preference Stock
of each series if full cumulative dividends were declared and paid
thereon.
10. Preference of Preference Stock on Liquidation, etc. In the
event of any liquidation, dissolution, or winding up of the
Corporation, or reduction or decrease of its capital stock resulting in
a distribution of assets to its Common Stockholders other than by way
of dividends out of the net profit or out of the surplus of the
Corporation, subject to the prior rights of holders of Preferred Stock
as set forth in this Article VI or in any resolution of the Board of
Directors providing for the issuance of any series of Preferred Stock,
the holders of Preference Stock of each series then outstanding shall
be entitled to receive, for each share thereof, the fixed liquidation
price for such series, plus in case such liquidation, dissolution,
winding up, reduction or decrease shall have been voluntary, the fixed
liquidation premium for such series, if any, together in all cases with
all dividends accrued or in arrears thereon, before any distribution of
the assets shall be made to the holders of the Common Stock; but the
holders of Preference Stock shall be entitled to no further
participation in such distribution. If upon any such liquidation,
dissolution, winding up, reduction or decrease, the assets
distributable among the holders of Preference Stock shall be
insufficient to permit the payment of the full preferential amounts
aforesaid, then the assets of the Corporation remaining after payment
of the full preferential amounts then due to holders of Preferred Stock
shall be distributed among the holders of each series of Preference
Stock then outstanding, ratably in pro portion to the full preferential
amounts to which they are respectively entitled. As used in this
Article the expression "dividends accrued or in arrears" means, in
respect of each share of Preference Stock of any series, that amount
which shall be equal to simple interest upon the stated value at an
annual rate equal to the percentage that the fixed dividend rate for
such series is of the stated value, from the date from which cumulative
dividends thereon commence to accrue to the date as of which the
computation is to be made, less the aggregate amount (without interest
thereon) of all dividends theretofore paid OF declared and set aside
for payment in respect thereof. A consolidation or merger of the
Corporation, a sale or transfer of substantially all of its assets as
an entirety, or the repurchase or redemption of Preferred Stock in
accordance with the provisions of Paragraph 4 above, or the repurchase
or redemption of Preference Stock in accordance with the provisions of
Paragraph 11 below or the purchase of Common Stock in accordance with
the provisions of Paragraph 14 below, whether or not the Preferred,
Preference or Common Stock so redeemed or repurchased shall be retired,
shall not be regarded as a ''liquidation, dissolution, or winding up of
the Corporation, or reduction or decrease of its capital stock
resulting in a distribution of assets to its Common Stockholders other
than by way of dividends out of the net profits or out of the surplus
of the Corporation's within the meaning of this Paragraph 10.
11. Redemption and Repurchase of Preference Stock. The Corporation
may, at its option expressed by vote of its Board of Directors, at any
time or from time to time, redeem the whole or any part of the
Preference Stock or of any series thereof at the fixed redemption price
for such series, together with the amount of any dividends accrued or
in arrears thereon to the date of such redemption. Notice of any
proposed redemption of any series of Preference Stock shall be given by
publication at least once in a newspaper printed in the English
language and customarily published on each business day and of general
circulation in each of the City of Beaumont, State of Texas, and the
Borough of Manhattan, City and State of New York, the publication in
each such newspaper to be at least 30 days, and not more than 60 days,
prior to the date fixed for such redemption. As a matter of courtesy,
but not a matter of right, the Corporation may mail a copy of such
notice to the holders of record of each series of Preference Stock to
be redeemed, at their respective addresses then appearing on the books
of the Corporation, to the extent that they may lawfully do so; but
neither failure to mail such copy nor any defect therein or in the
mailing thereof shall affect the validity of the proceedings for the
redemption of any shares of each series of Preference Stock so to be
redeemed. Any such redemption of any series of Preference Stock shall
be in such amount, at such places and by such method, whether by lot or
pro rata, as shall from time to time be determined by vote of its Board
of Directors. From and after the date fixed in any such notice as the
date of redemption, unless default shall be made by the Corporation in
providing funds sufficient for such redemption at or before the time
and at the place specified for the payment thereof pursuant to said
notice, all dividends on the shares called for redemption shall cease
to accrue; and from and after the date so fixed, unless default be made
as aforesaid, or from and after the date of the earlier deposit by the
Corporation in trust, with a bank or trust company having an aggregate
capital and surplus of at least $5,000,000 and doing business in the
Borough of Manhattan, City and State of New York, or in the City of
Boston, Commonwealth of Massachusetts, of funds sufficient for such
redemption (a statement of the intention so to deposit having been
included in said notice) all rights of the holders of the shares so
called for redemption as stockholders of the Corporation, except only
the right to receive, without interest, when due the redemption funds
to which they are entitled, shall cease and determine. Any funds so
deposited which shall remain unclaimed by the holders of such
Preference Stock at the end of six (6) years after the redemption date,
together with any interest thereon that shall have been allowed by the
bank or trust company with which the deposit shall have been made,
shall be paid by it to the Corporation to be held by the Corporation
for such holders. The Corporation may also from time to time repurchase
shares of its Preference Stock at not exceeding the price at which the
same may be redeemed. Shares of Preference Stock redeemed or
repurchased by the Corporation shall be restored to the status of
authorized but unissued shares of Preference Stock and may from time to
time be reissued as provided in Paragraph 8 of this Article VI.
12. Restrictions on Certain Corporate Action. So long as any shares
of any series of Preference Stock shall remain outstanding, the
Corporation shall not, without the affirmative vote of the holders of
shares of Preference Stock then outstanding having two-thirds of the
votes entitled to be cast by such class, at a meeting of Preference
Stockholders called for the purpose of approving such action (but upon
such vote, and any requisite vote at a meeting of the holders of all
classes of stock then outstanding having the privilege to vote to
authorize the Board of Directors to take such action, may):
(a) Create or authorize any additional class of stock (other
than the Preferred Stock) ranking prior to the Preference Stock in
respect to dividends or liquidation rights (other than stock
issuable upon conversion of obligations or securities, or upon the
exercise of warrants, rights or options to purchase, authorized
pursuant to (b) below);
(b) Create or authorize any obligation or security convertible
into, or any warrants, rights or options to purchase or subscribe
to, any stock referred to in (a) above ranking prior to the
Preference Stock in respect to dividends or liquidation rights; or
(c) Alter, amend or repeal the provisions hereof relative to
the Preference Stock, or any series thereof, which would change
the express terms and provisions of such stock in any manner
prejudicial to the holders thereof, including any change in the
provisions of Sections 12 and 13 of this Paragraph E of Article
VI; provided, however, that if such prejudicial change appertains
to outstanding shares of one or more, but not all, of such series,
then for the purposes of this Section 12 such change shall be
deemed to be authorized if holders of two-thirds of the shares
prejudicially affected shall vote favorably with respect thereto.
Notwithstanding anything elsewhere in this Article VI, if in
connection with the accomplishment of any matter whatever, provision is
to be made for the redemption or retirement of all of the Preference
Stock of any series at the time outstanding, nothing in this Article VI
shall be construed to confer on the holders of the Preference Stock of
such series any power or right to vote in respect of any such matter
except where, and to the extent that, a right to vote which cannot be
waived by the terms hereof is conferred by the then existing laws of
the State of Texas.
13. Voting Rights. The holders of shares of Preference Stock shall
not possess voting power for any purposes other than those for which
voting power is conferred by Paragraph 12 of this Paragraph E of
Article VI, by this Paragraph 13 or on a series thereof by the
resolution of the Board of Directors establishing such series. In
addition to the voting powers so expressly conferred upon Preference
Stock and in addition to voting rights granted to Preference Stock in
statutory proceedings as to which their vote may be mandatorily
required by the then existing laws of the State of Texas, in case at
any time the Corporation shall fail to declare and pay or set aside for
payment in full any quarterly dividend on any series of Preference
Stock and shall not on or before the sixth succeeding quarterly
dividend payment date declare and pay or set aside for payment in full
said dividend in arrears and also all dividends which shall in the
meantime have become due and payable on all of the outstanding
Preference Stock, such holders of all series of Preference Stock shall
thereupon have and continue to have, subject to the rights of the
holders of Preferred Stock, the right, voting together as a class for
such purpose by plurality vote, with each share of Preference Stock
having for purposes of the class votes provided for in this Paragraph
13, the vote per share fixed for such share pursuant to Paragraph 8(g)
above, to elect two Directors of the Corporation until all dividends
accrued and payable on the Preference Stock shall have been fully paid;
and, during the continuance of such right of the holders of all series
of Preference Stock to elect such Directors, the holders of the Common
Stock shall have, subject to the rights of the holders of Preferred
Stock, the right, voting as a class, by plurality vote, to elect the
remaining members of the Board of Directors which the holders of the
Preferred Stock and Preference Stock are not entitled to elect. The
terms of office of all persons who may be Directors of the Corporation
at any time when such right to elect such Directors shall accrue to the
holders of Preference Stock shall terminate upon the election of their
successors; and such election may be held at a special meeting of all
stockholders of the Corporation which shall be convened at any time
after the accrual of such right upon notice similar to that provided in
the Bylaws of the Corporation for calling the annual meeting of the
stockholders, at the request in writing of the holders of record of at
least 2% of the number of shares of Preference Stock then outstanding.
In default of the calling of said meeting by a proper officer of the
Corporation within five days after the making of such request, such
meeting may be called on like notice by any holder of record of
Preference Stock, for which purpose any such holder of Preference Stock
shall have the right to have access to the stock books of the
Corporation. If such special meeting be not called prior to the next
annual meeting, the holders of Preference Stock as one class for such
purpose, and the holders of the Common Stock as a second class, subject
to the rights of holders of Preferred Stock, shall elect members of the
Board of Directors as aforesaid, at such annual meeting, unless
previously thereto all such dividend defaults shall have been made
good. At all meetings of stockholders held, for the purpose of electing
Directors, during the period Preference Stockholders shall have the
right to elect two members of the Board of Directors, the holders of
shares having a majority of the votes entitled to be cast by the then
issued and outstanding Preference Stock as a class and of the Common
Stock as a class shall constitute a quorum of those classes,
respectively, for the purposes of such meetings and lack of a quorum as
to either of such classes at any such meeting shall not interfere with
the holding of such meeting and the election of Directors by the class
having a quorum present; provided that in such election the specific
Directors to be succeeded shall be designated. Upon the termination at
any time of such right of the holders of Preference Stock to elect two
members of the Board of Directors, the term of office of all Directors
elected by vote of the holders of Preference Stock as a class (or
elected to fill a vacancy which might have been so filled) shall end
upon the election and qualification of their successors; and such
election may be held at a special meeting of holders of the Common
Stock, convened on like notice at the request in writing of the holders
of record of at least 2 % of the total number of shares of the Common
Stock then outstanding, or, if such special meeting is not called prior
to the next annual meeting, at such annual meeting. In default of the
calling of said meeting by a proper officer of the Corporation within
five days after the making of such request, such meeting may be called
on like notice by any holder of record of the Common Stock of the
Corporation, for which purpose any such holder of the Common Stock
Shall have the right to have access to the stock books of the
Corporation. Whenever, by reason of the resignation, death or removal
of any Director or Directors or any increase in the number of
Directors, at any time while the holders of Preference Stock are
entitled to elect two members of the Board of Directors as aforesaid,
the number of Directors in office who have been elected by either the
holders of the Preference Stock as a class or the holders of the Common
Stock as a class shall become less than the total number subject to
election by such respective classes, the vacancy or vacancies so
resulting may be filled by plurality vote of such respective classes of
stockholders at a meeting thereof called for the purpose, or pending
such action, by the affirmative vote of a majority of the Directors at
the time in office who were elected by the vote of such class of
stockholders, although such Directors shall be less than a quorum of
the Board of Directors, at a meeting called by any such Director in the
manner provided in the Bylaws for the calling of special meetings of
the Board of Directors. During the continuance of such voting rights, a
Director elected by holders of the Preference Stock as a class or the
Common Stock as a class (or elected to fill a vacancy which might have
been so filled) shall be subject to removal by majority vote of the
Preference Stock or of the Common Stock at the time outstanding as
appropriate, at a special meeting called for the purpose, but not other
wise. A special meeting of stockholders to fill a vacancy or to remove
a Director as last above provided may be called at any time by the
holder or holders of record of shares entitled to cast at least 5% of
the votes of the class of stock entitled to vote thereat or in such
other manner as may be provided for in the Bylaws. The term of office
of any officer of the Corporation shall terminate upon the election and
qualification of his successor; and such election may be held at any
meeting of the Board of Directors following any special meeting of
stockholders held upon the accrual or termination of the voting rights
of the holders of the Preference Stock to elect two members of the
Board of Directors so that new Directors elected at any such special
meeting of stockholders shall be empowered to choose new officers of
the Corporation or any thereof in their discretion.
On all matters as to which no voting power is conferred on the
Preference Stock by this Article VI or by the resolution of the Board
of Directors establishing such series as to which a vote of the
Preference Stock is mandatorily required by the laws of the State of
Texas, the authorization of such matter by the Preference Stock may be
granted by the vote of the holders of shares of the Preference Stock
then outstanding having a majority of the votes (as fixed pursuant to
Paragraph 8(g) above) entitled to be cast by the Preference Stock.
DIFFERENT SERIES OF PREFERENCE STOCK.
13a. $4.4C Dividend Preference Stock - Without Par Value. 2,000,000
shares of authorized stock classified as Preference Stock, without par
value as provided in Paragraph A of Article VI of the Restated Articles
of Incorporation shall constitute the first series of Preference Stock,
without par value and are designated as $4.40 dividend Preference
Stock, without par value; the fixed dividend rate on the shares of such
series is $4.40 per share per annum and such dividends are cumulative
from the date of issue with the first dividend payable June 15, 1982;
and the fixed redemption price on the shares of such series, is $31.90
per share if redeemed prior to March 15,1987; $30.45 per share if
redeemed on March 15, 1987, or thereafter and prior to March 15, 1992;
$29.00 per share if redeemed on March 15, 1992 or thereafter and prior
to March 15, 1997, and $27.75 per share if redeemed on March 15, 1997,
or thereafter; provided, however, that unless all shares of preference
stock of each series then outstanding are redeemed or otherwise
retired, no shares of the $4.40 Dividend Preference Stock, without par
value shall be redeemed at the option of the Corporation prior to March
15, 1987, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of indebtedness
or the issuance of additional shares of Preferred or Preference Stock
having an effective interest cost or dividend rate (calculated in
accordance with generally accepted financial practice) of less than
16.62% per annum.
The fixed liquidation price for the shares of such series is $25
per share.
The $4.40 Dividend Preference Stock, without par value has no
exchange or conversion rights.
The amount of consideration received by the Corporation for
issuance of the $4.40 Dividend Preference Stock, without par value,
that exceeds $25.00 per share (which amount shall not exceed 25 percent
of the consideration so received) shall be allocated to capital
surplus, the balance to constitute stated capital. A vote of 25/100ths
per share is hereby fixed for each share of $4.40 Dividend Preference
Stock, without par value on such matters, and only such matters as to
which the shares of such series are entitled to vote under the Restated
Articles of Incorporation.
13b. $3.85 Dividend Preference Stock - Without Par Value. 2,000,000
shares of authorized stock classified as Preference Stock, without par
value as provided in Paragraph A of Article VI of the Restated Articles
of Incorporation shall constitute the second series of Preference
Stock, without par value and are designated as $3.85 Dividend
Preference Stock, without par value; the fixed dividend rate on the
shares of such series is $3.85 per share per annum and such dividends
are cumulative from the date of issue with the first dividend payable
December 15, 1982; and the fixed redemption price on the shares of such
series, is $31.35 per share if redeemed prior to September 15, 1987;
$30.15 per share if redeemed on September 15, 1987, or thereafter and
prior to September 15, 1992; $28.95 per share if redeemed on September
15, 1992 or thereafter and prior to September 15, 1997, and $27.75 per
share if redeemed on September 15, 1997, or thereafter; provided,
however, that unless all shares of preference stock of each series then
outstanding are redeemed or otherwise retired, no shares of the $3.85
Dividend Preference Stock, without par value shall be redeemed at the
option of the Corporation prior to September 15, 1987, directly or
indirectly out of the proceeds of or in anticipation of any refunding
involving the incurring of indebtedness or the issuance of additional
shares of Preferred or Preference Stock having an effective interest
cost or dividend rate (calculated in accordance with generally accepted
financial practice) of less than 14% per annum.
The fixed liquidation price for the shares of such series is $25
per share.
The $3.85 Dividend Preference Stock, without par value has no
exchange or conversion rights.
The amount of consideration received by the Corporation for
issuance of the $3.85 Dividend Preference Stock, without par value,
that exceeds $25.00 per share (which amount shall not exceed 25 percent
of the consideration so received) shall be allocated to capital
surplus, the balance to constitute stated capital. A vote of 25/100ths
per share is hereby fixed for each share of $3.85 Dividend Preference
Stock, without par value on such matters, and only such matters as to
which the shares of such series are entitled to vote under the Restated
Articles of Incorporation.
THE COMMON STOCK.
14. Dividends on Common Stock. Dividends may be paid on the Common
Stock to the exclusion of both classes of the Preferred Stock and the
class of Preference Stock out of any assets of the Corporation
available for dividends on the Common Stock; provided, however, that so
long as any shares of either class of Preferred Stock or any shares of
the class of Preference Stock shall be outstanding, the Corporation
shall not declare or pay any dividend or make any distribution to the
holders of the Common Stock (other than a dividend payable in Common
Stock of the Corporation), or purchase or acquire or otherwise retire
for a consideration (otherwise than from the proceeds of new financing
from the issuance and sale of any shares of any class of stock of the
Corporation ranking junior to both classes of Preferred Stock and the
class of Preference Stock) any shares of its Common Stock (such a
dividend, distribution, purchase, acquisition, or retirement being
hereinafter referred to as "Common Stock Dividend"), if the aggregate
amount of all Common Stock Dividends so paid, distributed and/or
applied after May 31, 1958, would exceed in the aggregate either
(a) the net income of the Corporation available for dividends
on its Common Stock, or
(b) 75% of the net income of the Corporation available for
dividends on its Common Stock if, after giving effect thereto, the
aggregate of the following: (1) Common Capital Stock Account, (2)
Earned Surplus Account, and (3) Capital Surplus Account, is less
than 2S% of the aggregate of (a) the principal amount of then
outstanding debt, (b) Preferred Capital Stock Account (excluding
Premiums and Assessments on Capital Stock Accounts), (c)
Preference Capital Stock Account (excluding Premiums and
Assessments on Capital Stock Accounts), (d) Common Capital Stock
Account, (e) Earned Surplus Account, and (f) Capital Surplus
Account, as such Accounts were defined or prescribed by the
Federal Power Act or Regulations thereunder in effect on June 30,
1944.
Net income of the Corporation available for dividends on its Common
Stock for the purpose of this Paragraph 14 Shall mean the aggregate of
S28,262,987.53 and the sum of operating revenues and nonoperating
income--net of the Corporation from May 31, 1958 to and including the
second calendar month preceding the date (hereinafter referred to as
the "Declaration Date") on which the Directors of the Corporation
consider the declaration or making of a Common Stock Dividend, less:
(1) All proper deductions for such period for operating
expenses (including maintenance), depreciation (which shall not be
less than 15% of the total operating revenues of the Corporation
after deducting from such operating revenues the cost of purchased
power of the Corporation, less the aggregate of all expenditures
made by the Corporation for maintenance and repairs), taxes,
interest charges, and other income deductions (including amounts
charged against income for amortization of utility plant
acquisition adjustments) and such other deductions, if any, as
shall be determined in accordance with such system of accounts as
may be prescribed by governmental authorities having jurisdiction
in the premises or in the absence thereof in accordance with
recognized accounting practice applicable to companies engaged in
a business similar to that of the Corporation; and
(2) An amount equal to dividends accrued on all Preferred
Stock of the Corporation from March 15, 1958 through the current
quarterly dividend period during which the Declaration Date oc
curs; and
(3) An amount equal to dividends accrued on all Preference
Stock of the Corporation from June 15, 1980 through the current
quarterly dividend period during which the Declaration Date
occurs;
provided that in computing the amount of such net income available for
dividends no adjustment or deduction shall be made for or on account of
(i) any profits realized or losses sustained in the sale of any
investment securities, property or other capital assets, or taxes on or
in respect of any such profits, (ii) any change in the book value of or
any appreciation or depreciation in the value of any assets owned by
the Corporation for any reason whatsoever (other than depreciation on
the books or on the basis stated above, whichever is greater), or (iii)
dividends aggregating $2,511,824.66 paid on Preferred and Common Stocks
in June, 1958.
15. Distribution of Assets to the Common Stock. In the event of any
liquidation, dissolution or winding up of the Corporation, or any
reduction or decrease of its capital stock resulting in a distribution
of assets to its Common Stockholders other than by way of dividends out
of the net profits or out of the surplus of the Corporation, after
there shall have been paid to or set aside for the holders of both
classes of Preferred Stock and the holders of the class of Preference
Stock the full preferential amounts to which they are respectively enti
tled under the provisions of Paragraphs 3 and 10 of Section E of this
Article VI, the holders of the Common Stock shall be entitled to
receive, pro rata, all of the remaining assets of the Corporation
available for distribution to its stockholders. The Board of Directors,
by vote of a majority of the members thereof, may distribute in kind to
the holders of the Common Stock such remaining assets of the
Corporation or may sell, transfer or otherwise dispose of all or any of
the remaining property and assets of the Corporation to any other
corporation and receive payment therefor wholly or partly in cash
and/or in stock and/or in obligations of such corporation and may sell
all or any part of the consideration received therefor and distribute
the balance thereof in kind to the holders of the Common Stock.
16. Voting Rights of the Common Stock. Subject to the voting rights
expressly conferred upon (i) Preferred Stock by the provisions of
Paragraphs 5 and 6 of this Article VI, (ii) Preference Stock by
provisions of Paragraphs 12 and 13 of this Article VI, and (iii)
Preferred Stock--without par value pursuant to Paragraph l(g) and
Preference Stock pursuant to Paragraph 8(g), holders of the Common
Stock shall exclusively possess voting power for the election of
directors and for all other purposes. Such holders are prohibited from
cumulative voting for the election of directors so that no holder of
Common Stock shall be permitted to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by
his shares shall equal, or by distributing such votes on the same
principle among any number of candidates.
PROVISIONS APPLICABLE TO ALL CLASSES OF STOCK.
17. Reserves. The Board of Directors shall have authority from time
to time to set apart out of any assets of the Corporation otherwise
available for dividends a reserve or reserves as working capital or for
any other proper purpose or purposes, and to reduce, abolish or add to
any such reserve or reserves from time to time as said Board may deem
to be in the interests of the Corporation; and, subject to the
provisions hereof, said Board shall likewise have power to determine in
its discretion what part of the assets of the Corporation available for
dividends in excess of such reserve or reserves shall be declared as
dividends and paid to the stockholders of the Corporation.
18. Pre-emptive Rights. No holder of any stock of the Corporation
shall be entitled as of right to purchase or subscribe for any part of
any unissued or treasury stock of the Corporation, or of any additional
stock of any class to be issued by reason of any increase of the
authorized capital stock of the Corporation or of bonds, certificates
of indebtedness, debentures or other securities convertible into stock
of the Corporation or carrying a right to subscribe to or acquire any
such stock, but any such unissued or treasury stock or any such
additional authorized issue of new stock or of securities convertible
into stock or carrying a right to subscribe to or acquire any such
stock, may be issued and disposed of by the Board of Directors to such
persons, firms, corporation or associations, and upon such terms as the
Board of Directors may, in its discretion, determine, without offering
to the stockholders then of record, or any class of stockholders, any
thereof, on the same terms or on any terms.
19. Votes Per Share, etc. Each holder of record of shares of any
class of stock entitled to vote at any meeting of stockholders, or of
holders of any class of stock or of one or more series thereof, shall,
as to all matters in respect of which such stock has voting power, be
entitled to one vote per share, or the vote otherwise fixed therefor
pursuant to Paragraph l(g) or 8(g) above, for each of the shares of
such stock standing in his name on the books of the Corporation at the
time of the meeting, or if a record of the stockholders shall be taken
for the purposes of such meeting, as of the time of the taking of such
record; and may cast such vote in person or by written proxy. Except as
herein otherwise expressly provided, or as may be mandatorily provided
by the laws of Texas, a quorum of any class of stock or of one or more
series thereof entitled to vote as a class at any meeting shall consist
of shares of such class or such one or more series, as the case may be,
entitled to cast a majority of the votes entitled to be cast by such
class or series, and a plurality vote of such quorum shall govern.
ARTICLE VII.
The Corporation may sell, lease or exchange all of its property and
franchises upon the consent of, and for such consideration and upon
such terms as may be approved by, two-thirds of the Board of Directors
and the holders of a majority in number of the outstanding shares
entitled to vote (or if the consent of and approval by a larger number
of such shares shall at the time be required by the laws of the State
of Texas or if other consent or approval shall at the time be required,
notwithstanding the above agreement of the stockholders of the
Corporation to the contrary, then upon such consent and approval so
required), expressed in writing or by vote of the stockholders at any
annual or special meeting called for that purpose in the manner
provided by the Bylaws of the Corporation for such meetings of
stockholders.
Upon like vote, that is, the vote specified and defined in the next
preceding paragraph of this Article VII, all, or substantially all, the
property, franchises, rights and assets of the Corporation may be sold,
conveyed, assigned and transferred as an entirety to a new company to
be organized under the laws of the United States, the State of Texas or
of any other State of the United States for the purpose of so taking
over such property, franchises, rights and assets of the Corporation,
with the same or a different authorized number of shares of stock, and
with substantially the same preferences, voting powers, restrictions
and qualifications thereof as may then attach to the classes and series
of stock of the Corporation then outstanding so far as the same shall
be consistent with such laws of the United States or of Texas or of
such other State provided that the whole or any part of such stock or
of any class thereof may be stock with a nominal or par value), the
consideration for such sale and conveyance to be the assumption by such
new company of all of the then outstanding liabilities of the
Corporation and the issuance and delivery by the new company of shares
of stock (any or all thereof either with or without nominal or par
value) of such new company of the several classes and series into which
the stock of the Corporation is then divided equal in number to the
number of shares of stock of the Corporation of said several classes
and series then outstanding. In the event of such sale each holder of
stock of the Corporation agrees, so far as he may be so permitted by
the laws of Texas, forthwith to surrender for cancellation his
certificate or certificates for shares of stock of the Corporation,
properly endorsed, and to receive and accept in exchange therefor, as
his full and final distributive share of the proceeds of such sale and
conveyance and of the assets of the Corporation, a number of shares of
stock of the new company or the class and series corresponding to the
class and series of the shares surrendered equal in number to the
shares of stock of the Corporation so surrendered, and in such event no
holder of any of the stock of the Corporation shall have any rights or
interest in or against the Corporation except the right upon surrender
of his certificates as aforesaid, properly endorsed, to receive from
the Corporation certificates for such shares of said new company as
herein provided. Such new company may have all or any of the powers of
the Corporation, and the charter and bylaws of such new company may
contain all or any of the provisions contained in the Articles of
Incorporation and Bylaws of the Corporation.
Upon the like vote, the Corporation shall have power, as the
attorney and agent of the holders of all of its outstanding stock, to
sell, assign and transfer all such stock to a new company organized
under the laws of the United States, the State of Texas, or any other
State, and to receive as the consideration therefor shares of stock of
such new company of the several classes and series into which the stock
of the Corporation is then divided equal in number to the number of
shares of stock of the Corporation of said several classes and series
then outstanding, such shares of said new company to have substantially
the same preferences, voting powers, restrictions and qualifications
thereof as may then attach to the classes and series of stock of the
Corporation then outstanding so far as the same shall be consistent
with such laws of the United States or of Texas, or of such other
State, except that the whole or any part of such stock or any class
thereof may be stock with or without par value.
In order to make effective such a sale, assignment and transfer,
the Corporation shall have the right to transfer all its outstanding
stock on its books and to issue and deliver new certificates therefor
in such names and amounts as such new company may direct, whether or
not it receives for cancellation the certificates for such stock
previously issued and then outstanding.
Upon completion of such sale, assignment and transfer, the holders
of the stock of the Corporation shall have no rights or interests in or
against the Corporation, except the right, upon surrender of
certificates for stock of the Corporation, properly endorsed, to
receive from the Corporation certificates for shares of stock of such
new company of the class and series substantially corresponding to the
class and series of the surrendered shares equal in number to the
number of shares of stock of the Corporation so surrendered.
ARTICLE VIII
Upon the written consent or the votes of the holders of shares of
stock then outstanding which are entitled to cast a majority of the
votes entitled to be voted, notwithstanding any contrary provision
which may at the time be contained in these Articles of Incorporation,
except as otherwise expressly provided in, or by resolution pursuant
to, Article VI in respect of Preferred Stock and in respect of
Preference Stock, (1) any or every statute of the State of Texas
hereafter enacted, whereby the rights, powers or privileges of the
stockholders of corporations organized under the general laws of said
State are increased, diminished, or in any way affected or whereby
effect is given to the action taken by any part less than all of the
stockholders of any such corporation, shall apply to the Corporation,
and shall be binding not only upon the Corporation but upon every
stockholder thereof to the same extent as if such statute had been in
force at the date of the making and filing of the Articles of Incor
poration, and/or (2) amendments to said Articles of Incorporation,
authorized by the then existing laws of Texas, may be made.
ARTICLE IX.
The Corporation shall indemnify Directors, officers, employees, agents,
nominees and designees of the Corporation and purchase and maintain
liability insurance for them as, and to the extent permitted or
required by law and provided for by the Bylaws of the Corporation,
general or specific action of the Board of Directors, or contract.
Dated: May 3, 1984
GULF STATES UTILITIES COMPANY
By /s/NORMAN R. LEE
Norman R. Lee
President
By /s/LESLIE D. COBB
Leslie D. Cobb
Secretary
STATE OF TEXAS SS.:
COUNTY OF JEFFERSON
I, Rhonda Walker, a notary public, do hereby certify that on this
3rd day of May, 1984, personally appeared before me, Norman R. Lee, who
being by me first duly sworn, declared that he is President of Gulf
States Utilities Company, that he signed the foregoing document as
President of said Corporation, and that the statements therein
contained are true.
/s/RHONDA WALKER
Rhonda Walker
Notary Public in and for
[NOTARIAL SEAL] Jefferson County, Texas
My Commission Expires
October 22, 1985
FILED
In the Office of the
Secretary of State of
Texas
April 18, 1985
CLERK II- H
CORPORATIONS SECTION
GULF STATES UTILITIES COMPANY
STATEMENT OF RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING AND
DESIGNATING TWENTIETH SERIES C)F PREFERRED STOCK AS $12.92 DIVIDEND
PREFERRED STOCK - $100 PAR VALUE AND FIXING AND DETERMINING DIVIDEND
AND OTHER PREFERENCES AND RIGHTS OF SUCH SERIES
TO THE SECRETARY OF THE STATE
OF THE STATE OF TEXAS:
Gulf States Utilities Company, pursuant to the provisions of
Article 2.13 of the Texas Business Corporation Act, submits the
following statement for the purpose of establishing and designating
a series of shares and fixing and determining the relative rights
and preferences thereof:
1. The name of the Corporation is GULF STATES UTILITIES COMPANY.
2. The following is a true and correct copy of an extract from
the Minutes of a Special Meeting of the Board of Directors of the
Corporation held on April 17, 1985, and includes a true and correct
copy of certain resolutions duly adopted thereat establishing and
designating a series of shares and fixing and determining the
relative rights and preferences thereof:
"WHEREAS, the Board of Directors of this Corporation pursuant to
authority vested in it by the Restated Articles of Incorporation, as
amended, proposes to establish 600,000 shares of this Corporation's
Preferred Stock - 5100 par value, as a twentieth series thereof and
to designate the same as $12.92 Dividend Preferred Stock - $100 par
value and to fix and determine the relative rights and preferences
thereof; and
WHEREAS, Article 2.13 of the Texas Business Corporation Act
provides, in effect, that, upon the filing by the Secretary of State
of the State of Texas of a duplicate original of a statement
pursuant to said Article 2.13 setting forth a copy of the resolution
establishing and designating a series of Preferred Stock and fixing
and determining the relative rights and preferences thereof, such
resolution shall become an amendment of the Restated Articles of
Incorporation, upon the filing by said Secretary of State of the
statement mentioned above, now therefore be it
RESOLVED, that
A. The next succeeding resolution be inserted in Article VI of
the Restated Articles of Incorporation, as amended, of this
Corporation immediately following paragraph 7r. thereof and be
numbered 7s. and bear the designation and title $12.92 Dividend
Preferred Stock - $100 par value;
B. 600,000 shares of authorized stock classified as Preferred
Stock - $100 par value as provided in Paragraph A of Article Vl of
the Restated Articles of Incorporation, as amended, shall constitute
the twentieth series of Preferred Stock - 5100 par value and are
designated as $12.92 Dividend Preferred Stock - $100 par value; the
fixed dividend rate on the shares of such series for each dividend
period is $12.92 per share per annum and such dividends are
cumulative from June 15,1985, (subject to the provision in Article
Vl E.2 regarding deemed payment prior to the date of issue) with the
first dividend payable June 15, 1985.
The fixed redemption price on the shares of the twentieth series
is $112.92 per share if redeemed prior to May 1, 1990; 5105.00 per
share if redeemed on May 1, 1990 or thereafter, and prior to May 1,
1995; 5103.00 per share if redeemed on May 1,1995 or thereafter, and
prior to May 1, 2000; and $101.00 per share if redeemed on May 1,
2000, or thereafter; provided, however, that unless all shares of
Preferred Stock of each series then outstanding are redeemed or
otherwise retired, no shares of the twentieth series of Preferred
Stock shall be redeemed at the option of the Corporation prior to
May 1, 1990, directly or indirectly out of the proceeds of or in
anticipation of any refunding involving the incurring of
indebtedness or the issuance of additional shares of Preferred Stock
having an effective interest cost or dividend rate (calculated in
accordance with generally accepted financial practice) of less than
12.92% per annum. The fixed redemption price on the shares of such
series is $100 per share plus any accrued and unpaid dividends, if
redeemed in satisfaction of the Corporation's Sinking Fund
obligation or pursuant to optional redemption right provided below.
Subject to the provisions of Article Vl of the Restated Articles
of Incorporation, as amended, so long as any of this twentieth
series of Preferred Stock shall remain outstanding, on June 15,
1991, and on June 15 in each year thereafter, the Corporation shall
redeem as a Sinking Fund obligation, 5% of the number of shares of
such twentieth series of Preferred Stock originally issued and, in
addition, the Corporation may, at its option, redeem on each such
June 15 additional shares of this twentieth series of Preferred
Stock in a number not exceeding such percentage, but the right to
make such optional redemption shall not be cumulative and shall not
be applied in reduction of any subsequent mandatory Sinking Fund
redemption provided for above; provided that the Corporation shall
not declare or pay or set apart for, or make or order any dividend
or other distribution in respect of, or purchase or otherwise
acquire for value any shares of, the Common Stock of the
Corporation, or any class of stock as to which the Preferred Stock
of the Corporation has priority as to payments of dividends, unless
all redemptions required to be made in satisfaction of the Sinking
Fund obligation provided above have been made. The Corporation may
elect to reduce its obligation in respect of the redemption of
shares so required to be redeemed as a Sinking Fund obligation by
making direct purchases in the open market or otherwise of shares of
this twentieth series of Preferred Stock (other than shares
previously applied as a credit against the Sinking Fund obligation)
and designating such shares to be applied as a credit, in whole or
in part, in an amount equal to the aggregate par value of the shares
so applied, against the aggregate par value of the shares required
to be redeemed in such year pursuant to the Sinking Fund obligation.
In all cases in which redemptions of less than all outstanding
shares of this twentieth series are to be made by the Corporation,
the shares to be redeemed shall be selected by lot in accordance
with such procedures as may be approved by the Board of Directors of
this Corporation.
The fixed liquidation price for the shares of such series is 5100
per share; and the fixed liquidation premium per share on the shares
of twentieth series is the excess over $100 of the redemption price
at the time in effect.
The $12.92 Dividend Preferred Stock - $100 par value has no
exchange or conversion rights.
C. The President or any Vice President and the Secretary or any
Assistant Secretary of this Corporation be and they hereby are
authorized to execute a statement in substantially the form
submitted to this meeting and bearing the caption "Statement of
Resolution of Board of Directors Establishing and Designating
Twentieth Series of Preferred Stock as $12.92 Dividend Preferred
Stock - $100 par value and Fixing and Determining Dividend and Other
Preferences and Rights of Such Series", and such statement, verified
by one of the officers signing the same, be delivered to the
Secretary of State of the State of Texas, pursuant to the provisions
of Article 2.13 of the Texas Business Corporation Act; and
D. The incorporation by reference of the foregoing resolutions
fixing and determining the relative rights and preferences of the
twentieth series of Preferred Stock on the face or back of
certificates representing shares issued by this Corporation is
hereby authorized."
Dated: April 17, 1985 GULF STATES UTILITIES COMPANY
By /s/NORMAN R. LEE
PRESIDENT
By /s/TIMOTHY L. MORRIS
ASSISTANT SECRETARY
STATE OF TEXAS
COUNTY OF JEFFERSON
Before me, a Notary Public, on this day personally appeared
Norman R. Lee, known to me to be the person whose name is subscribed
to the foregoing document and, being by me first duly sworn,
declared that he is the President of Gulf States Utilities Company,
that he signed the foregoing document as President of said
Corporation, and that the statements therein contained are true and
correct.
Given under my hand and seal of office this 17th day of April,
A.D., 1985.
/s/RHONDA WALKER
Rhonda Walker
Notary Public in and for
[NOTARIAL SEAL] Jefferson County, Texas
My Commission Expires
October 22, 1985
FILED
In the Office of the
Secretary of State of
Texas-
January 30, 1986
CLERK II- H
CORPORATIONS SECTION
GULF STATES UTILITIES COMPANY
STATEMENT OF RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING AND
DESIGNATING TWENTY-FIRST SERIES OF PREFERRED STOCK; .-AS $11.50
DIVIDEND PREFERRED STOCK-$100 PAR VALUE AND FIXING AND DETERMINING
DIVIDEND AND OTHER PREFERENCES AND RIGHTS OF SUCH SERIES
TO THE SECRETARY OF THE STATE
OF THE STATE OF TEXAS:
Gulf Stales Utilities Company, pursuant to the provisions of
Article 2.13 of the Texas Business Corporation Act, submits the
following statement for the purpose of establishing and designating
a series of shares and fixing and determining the relative rights
and preferences thereof:
1. The name of the Corporation is GULF STATES UTILITIES COMPANY
2. The following is a true and correct copy of an extract from
the Minutes of a Special Meeting of the Board of Directors of the
Corporation held on January 29. 1986, and includes a true and
correct copy of certain resolutions duly adopted thereat
establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:
"WHEREAS, the Board of Directors of this Corporation pursuant to
authority vested in it by the Restated Articles of Incorporation, as
amended, proposes to establish 750,000 shares of this Corporation's
Preferred Stock - $100 par value, as a twenty-firs; series thereof
and to designate the same as $11.50 Dividend Preferred Stock - 5100
par value and to fix and determine the relative rights and
preferences thereof; and
WHEREAS, Article 2.13 of the Texas Business Corporation Act
provides, in effect, that, upon the filing by ;he Secretary of State
of the State of Texas of an original and a copy of a statement
pursuant to said Article 2. i3 setting forth a copy of the
resolution establishing and designating a series of Preferred Stock
and fixing and determining the relative rights and preferences
thereof, such resolution shall become an amendment of the Restated
Articles of Incorporation, upon the filing by said Secretary of
State of the statement mentioned above, now therefore be it
RESOLVED, that
A. The next succeeding resolution be inserted in Article Vl of
the Restated Articles of Incorporation, as amended, of this
Corporation immediately following paragraph 7s. thereof and be
numbered 7t. and bear the designation and title $11.50 Dividend
Preferred Stock - $100 par value;
B. 750,000 shares of authorized stock classified as Preferred
Stock - $100 par value as provided in Paragraph A of Article VI of
the Restated Articles of Incorporation, as amended, shall constitute
the twenty-first series of Preferred Stock - $100 par value and are
designated as $11.50 Dividend Preferred Stock - $100 par value; the
fixed dividend rate on the shares of such series for each dividend
period is $l1.50 per share per annum and such dividends are
cumulative from December 15, 1985, (subject to the provision in
Article Vl E.2 regarding deemed payment prior to the date of issue)
with the first dividend payable March 15, 1986.
The fixed redemption price on the shares of the twenty-first
series is $111.50 per share if redeemed prior to February 1, 1991;
$105.00 per share if redeemed on February 1, 1991 or thereafter, and
prior to February 1, 1996; $103.00 per share if redeemed on February
1, 1996 or thereafter, and prior to February 1, ?001; and $101.00
per share if redeemed in February 1. 2001, or thereafter; provided,
however, that unless all shares of Preferred Stock of each series
then outstanding are redeemed or otherwise retired, no shares of the
twenty-first series of Preferred Stock shall be redeemed at the
option of the Corporation prior to February 1, 1991, directly or
indirectly out of the proceeds of or in anticipation of any
refunding involving the incurring of indebtedness or the issuance of
additional shares of Preferred Stock having an effective interest
cost or dividend rate (calculated in accordance with generally
accepted financial practice) of less than 11.50% per annum. The
fixed redemption price on the shares of such series is $100 per
share plus any accrued and unpaid dividends, if redeemed in
satisfaction of the Corporation's Sinking Fund obligation or
pursuant to optional redemption right provided below.
Subject to the provisions of Article VI of the Restated Articles
of Incorporation, as amended, so long as any of this twenty-first
series of Preferred Stock shall remain outstanding, on April 15,
1992, and on April 15 in each year thereafter, the Corporation shall
redeem as a Sinking Fund obligation, 5% of the number of shares of
such twenty-first series of Preferred Stock originally issued and,
in addition, the Corporation may, at its option, redeem on each such
April l5 additional shares of this twenty-first series of Preferred
Stock in a number not exceeding such percentage, but the right to
make such optional redemption shall not be cumulative and shall not
be applied in reduction of any subsequent mandatory Sinking Fund
redemption provided for above; provided that the Corporation shall
not declare or pay or set apart for, or make or order any dividend
or other distribution in respect of, or purchase or otherwise
acquire for value any shares of, the Common Stock of the
Corporation, or any class of stock as to which the Preferred Stock
of the Corporation has priority as to payments of dividends, unless
all redemptions required to be made in satisfaction of the Sinking
Fund obligation provided above have been made. The Corporation may
elect to reduce its obligation in respect of the redemption of
shares so required to be redeemed as a Sinking Fund obligation by
making direct purchases in the open market or otherwise of shares of
this twenty-first series of Preferred Stock (other than shares
previously applied as a credit against the Sinking Fund obligation)
and designating such shares to be applied as a credit, in whole or
in part, in an amount equal to the aggregate par value of the shares
so applied, against the aggregate par value of the shares required
to be redeemed in such year pursuant to the Sinking Fund obligation.
In all cases in which redemptions of less than all outstanding
shares of the twenty-first series are to be made by the Corporation,
the shares to be redeemed shall be selected by lot in accordance
with such procedures as may be approved by the Board of Directors of
this Corporation.
The fixed liquidation price for the shares of such series is $l00
per share; and the fixed liquidation premium per share on the shares
of twenty-first series is the excess over $100 of the redemption
price at the time in effect.
The $11.50 Dividend Preferred Stock - $100 par value has no
exchange or conversion rights.
C. The President or any Vice President and the Secretary or any
Assistant Secretary of this Corporation be and they hereby are
authorized to execute a statement in substantially the form
submitted to this meeting and bearing the caption "Statement of
Resolution of Board of Directors Establishing and Designating
Twenty-First Series of Preferred Stock as $11.50 Dividend Preferred
Stock - $100 par value and Fixing and Determining Dividend and Other
Preferences and Rights of Such Series", and such statement, verified
by one of the officers signing the same, be delivered to the
Secretary of State of the State of Texas, pursuant to the provisions
of Article 2.13 of the Texas Business Corporation Act; and
D. The incorporation by reference of the foregoing resolutions
fixing and determining the relative rights and preferences of the
twenty-first series of Preferred Stock on the face or back of
certificates representing shares issued by this Corporation is
hereby authorized."
Dated: January 29, 1986 GULF STATES UTILITIES COMPANY
By /s/E. LINN DRAPER, JR.
PRESIDENT
By /s/TIMOTHY L. MORRIS
ASSISTANT SECRETARY
STATE OF TEXAS
COUNTY OF JEFFERSON
Before me, a Notary Public, on this day personally appeared E.
Linn Draper, Jr., known to me to be the person whose name is
subscribed to the foregoing document and, being by me first duly
sworn, declared that he is the President of Gulf States Utilities
Company, that he signed the foregoing document as President of said
Corporation, and that the statements therein contained are true and
correct.
Given under my hand and seal of office this 29th day of January,
A.D., 1986.
/s/RHONDA WALKER
Rhonda Walker
Notary Public in and for
Jefferson County, Texas
[NOTARIAL SEAL]
My Commission Expires
October 22, 1989
FILED
In the Office of the
Secretary of State of Texas
May 11, 1988
CORPORATIONS SECTION
ARTICLES OF AMENDMENT TO
THE RESTATED ARTICLES OF INCORPORATION OF
GULF STATES UTILITIES COMPANY
Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned Corporation adopts the following
Articles of Amendment to its Restated Articles of Incorporation, as
amended:
ARTICLE ONE.
The name of the Corporation is GULF STATES UTILITIES COMPANY.
ARTICLE TWO.
The following amendment to the Restated Articles of
Incorporation, as amended, was adopted by the shareholders of the
Corporation on May 5, 1988. The amendment limits the liability of a
director to the Corporation and its shareholders.
The amendment adds an Article X to the Restated Articles of
Incorporation, as amended, and the full text of such Article X is as
follows:
"ARTICLE X.
A Director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for an act or
omission in the Director's capacity as a Director, except for:
1. a breach of a Director's duty of loyalty to the Corporation or
its shareholders;
2. an act or omission not in goodfaith or that involves
intentional misconduct or a knowing violation of the law;
3. a transaction from which a Director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the Director's office;
4. an act or omission for which the liability of a Director is
expressly provided for by statute; or
5. an aa related to an unlawful stock repurchase or payment of a
dividend.
This Article shall apply with respect to any aa or omission
occurring on or after August 31, 1987. Any repeal or modification of
this Article by the shareholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on
the personal liability of a Director of the Corporation existing at
the time of such repeal or repeal or modification.
If the law of the State of Texas is amended hereafter to
authorize the further elimination or limitation of the liability of
Directors, then the liability of a Director of the Corporation
s)will automatically be eliminated or limited to the fullest extent
authorized by the law of the State of Texas, as so amended."
ARTICLE THREE.
The number of shares of the Corporation outstanding and entitled
to vote on the amendment at the time of adoption was:
Common Stock - without par value 108,055,065
ARTICLE FOUR.
The number of shares voted for and against such amendment was as
follows:
For Against
Common Stock - without par value 77,498,212 7,919,832
ARTICLE FIVE.
No exchange. reclassification, or cancellation of issued shares
was provided for in the amendment.
ARTICLE SIX.
No change in the amount of stated capital was effected by the
amendment.
Date: May 5, 1988 GULF STATES UTILITIES COMPANY
By /s/ E. LINN DRAPER, JR.
E. Linn Draper, Jr.
Chairman of the Board, President
and Chief Executive Officer
By /s/ TIMOTHY L. MORRIS
Timothy L. Morris
Assistant Secretary
STATE OF TEXAS
COUNTY OF JEFFERSON
Before me, a notary public, on this day personally appeared E.
Linn Draper, Jr., known to me to be the person whose name is
subscribed to the foregoing document and, being by me first duly
sworn, declared that he is the Chairman of the Board, President and
Chief Executive Officer of said Corporation, and that the statements
therein contained are true and correct.
Given under my hand and seal of office this 5th day of May, A.D., 1988.
/s/RHONDA WALKER
Rhonda Walker
Notary Public, State of Texas
My Commission Expires: 10-22-89
(NOTARIAL SEAL)
FILED
In the Office of the
Secretary of State of Texas
May 28, 1993
CORPORATIONS SECTION
GULF STATES UTILITIES COMPANY
STATEMENT OF RESOLUTION OF BOARD OF DIRECTORS ESTABLISHING
AND DESIGNATING A SERIES OF PREFERENCE STOCK AS $1.75 DIVIDEND PREFERENCE
STOCK, WITHOUT PAR VALUE, AND FIXING
DIVIDEND AND OTHER PREFERENCES AND RIGHTS OF SUCH SERIES
TO THE SECRETARY OF STATE
OF THE STATE OF TEXAS:
Gulf States Utilities Company, pursuant to the provisions of Article 2.13
and Article 2.36B(l) of the Texas Business Corporation Act, submits the
following statement for the purpose of establishing and designating a series
of shares and fixing and determining the relative rights and preferences
thereof:
1. The name of the Corporation is GULF STATES UTILITIES COMPANY.
2. At a regular meeting of the Board of Directors of the Corporation
on March 4,1993, the Board adopted a resolution designating an Ad Hoc Board
Committee to exercise its powers and authorities with respect to the
issuance of this preference stock, including but not limited to the exercise
of the authority of this Board vested in it in accordance with Article 2.13
and 2.36B(l) of the Texas Business Corporation Act, as amended, to amend the
Restated Articles of Incorporation of this Corporation to establish this
series of preference stock.
The following is a true and correct copy of resolutions duly adopted by
the Ad Hoc Board Committee of the Board of Directors of the Corporation on
May 27, 1993:
WHEREAS, the Ad Hoc Board Committee of the Board of Directors of this
Corporation pursuant to authority vested in it by the Board of Directors and
the Restated Articles of Incorporation, as amended, proposes to establish
6,000,000 shares of this Corporation's Preference Stock, without par value,
as a series thereof and to designate the same as $1.75 Dividend Preference
Stock, without par value and to determine the relative rights and
preferences thereof; and
WHEREAS, Article 2.13 of the Texas Business Corporation Act provides, in
effect, that, upon the filing by the Secretary of State of the State of
Texas of a statement pursuant to said Article 2.13 setting the resolution
establishing and designating a series of Preference Stock and fixing and
determining the preferences, limitation, and relative rights thereof shall
become an amendment of the Restated Articles of Incorporation,
NOW THEREFORE BE IT RESOLVED, that
A. The next succeeding resolutions be inserted in Article VI of the
Restated Articles of Incorporation of this Corporation immediately following
paragraph 13b. thereof, and be numbered 13c. and bear the title $1.75
Dividend Preference Stock, without par value;
B. 6,000,000 shares of authorized stock classified as Preference
Stock, without par value, as provided in Paragraph A of Article Vl of the
Restated Articles of Incorporation shall constitute a series of Preference
Stock, without par value, and are designated as $1.75 Dividend Preference
Stock, without par value; the fixed dividend rate on the shares of such
series is $1.75 per share per annum and such dividends are cumulative from
the date of original issue with the first dividend payable September 15,
1993; such shares are subject to mandatory redemption in full on June 15,
2000 and the fixed redemption price on the shares of such series for such
mandatory redemption, is $25.00 per share. No shares of the $1.75 Dividend
Preference Stock, without par value, may be redeemed in whole or in part
prior to the date for mandatory redemption.
The fixed liquidation-price for the shares of such series is $25 per
share.
The $1.75 Dividend Preference Stock, without par value, has no exchange
or conversion rights;
The amount of consideration received by the Corporation for issuance of
the $1.75 Dividend Preference Stock, without par value, that exceeds $25.00
per share, if any, shall be allocated to capital surplus, the balance to
constitute stated capital. A vote of 25/100ths per share is hereby fixed for
each share of $1.75 Dividend Preference Stock, without par value on such
matters, and only such matters as to which the shares of such series are
entitled to vote under the Restated Articles of Incorporation.
C. The Chairman of the Board of Directors, President or any Vice
President and the Secretary or any Assistant t Secretary are authorized to
execute a statement in substantially the form submitted to this meeting and
bearing the caption "Statement of Resolution of Board of Directors
Establishing and Designating A Series of Preference Stock as $1.75 Dividend
Preference Stock, Without Par Value, and Fixing Dividend and Other
Preferences and Rights of Such Series", and such statement executed by one
of the officers signing the same, be delivered in the form of an original
and a copy, to the Secretary of State of the State of Texas, pursuant to the
provisions of Articles 2.13 and 2.36B(l) of the Texas Business Corporation
Act; and
D. The incorporation by reference of the foregoing resolution fixing and
determining the relative rights and preferences of the $1.75 Dividend
Preference Stock on the face or back of certificates representing shares
issued by this Corporation is hereby authorized.
3. This statement does not relate to an increase or decrease in the
number of shares of any series.
4. This statement does not relate to the elimination of a series of
shares.
5. The resolutions copied in paragraph 2 above were duly adopted by
all necessary action on the part of the Corporation.
Dated: May 27, 1993 GULF STATES UTILITIES COMPANY
By /S/ JOSEPH L. DONNELLY
Joseph L. Donnelly
Chairman of the Board,
President and
Chief Executive Officer
By /S/ TIMOTHY L. MORRIS
Timothy L. Morris
Assistant Secretary
STATE OF TEXAS
COUNTY OF JEFFERSON
Before me, a Notary Public, on this day personally appearing Joseph L.
Donnelly, known to me to be the person whose name is subscribed to the
foregoing document and, being by me first duly sworn, declared that he is
the Chairman of the Board, President and Chief Executive Officer of Gulf
States Utilities Company, that he signed the foregoing document as Chairman
of the Board, President and Chief Executive Officer of said Corporation, and
that the statements therein contained are true and correct.
Given under my hand and seal of office this 27th day of May, A.D., 1993.
/S/ RHONDA WALKER
Rhonda Walker
Notary Public, State of Texas
My Commission Expires: 10-22-93
(NOTARIAL SEAL)
GULF STATES UTILITIES COMPANY
Articles of Amendment Under Article 4.04 of the Tex. Bus. Corp.
Act
April 22, 1996
The undersigned corporation, pursuant to Article 4.04 of the
Tex. Bus. Corp. Act, as amended, submits the following document
and sets forth:
1.The name of the corporation is Gulf States Utilities
Company.
2. As evidenced by the attached Stockholder's Unanimous
Written Approval of Amendment, the following amendment,
effective April 22, 1996, to the Restated Articles of
Incorporation, as amended, was proposed by the Board of
Directors of Gulf States Utilities Company on April 15,
1996, was unanimously adopted by the stockholders of the
Corporation entitled to vote on the amendment on April
22, 1996, in accordance with and in the manner prescribed
by the laws of the State of Texas and the Restated
Articles of Incorporation of Gulf States Utilities
Company, as amended:
RESOLVED, That the Title and Article 1 of the Restated
Articles of Incorporation of Gulf States Utilities
Company is amended to read as follows:
"RESTATED ARTICLES OF INCORPORATION
OF
ENTERGY GULF STATES, INC."
"ARTICLE 1
The name of the Corporation is ENTERGY GULF STATES,
INC."; and further
RESOLVED, That, any additional references to "Gulf States
Utilities Company" in said Restated Articles of
Incorporation, as amended, be changed to "Entergy Gulf
States, Inc."
3.Pursuant to the Laws of the State of Texas and the
Restated Articles of Incorporation of Gulf States
Utilities Company, as amended, the holders of the
outstanding shares of common stock were the only
stockholders entitled to vote on the amendment, there
being no right to vote on the amendment by the holders of
preferred stock of Gulf States Utilities Company.
4.The number of shares of common stock of the Corporation
outstanding at the time of such adoption was 100; and the
number of shares of common stock entitled to vote thereon
was 100; the number of shares of common stock voting for
the amendment was 100; the number of shares of common
stock voting against the amendment was
-0- ; the number of shares of preferred and preference
stock of the Corporation outstanding at the time of such
adoption was 8,533,476, none of which preferred or
preference shares were entitled to vote thereon.
Dated the 22nd day of April, 1996.
GULF STATES UTILITIES COMPANY
By: /s/Michael G. Thompson
Michael G. Thompson
Senior Vice President and Secretary
By:/s/Christopher T. Screen
Christopher T. Screen
Assistant Secretary