Exhibit 3(e)
RESTATEMENT
OF UNITED STATES OF AMERICA
ARTICLES OF INCORPORATION STATE OF LOUISIANA
OF PARISH OF ORLEANS
NEW ORLEANS PUBLIC SERVICE INC. CITY OF NEW ORLEANS
BE IT KNOWN, That on this 30 day of September, 1969,
BEFORE ME, James G. Burke, Jr., a Notary Public, duly
commissioned, sworn and qualified in and for the Parish of
Orleans, State of Louisiana, therein residing, and in the
presence of the witnesses hereinafter named and undersigned,
PERSONALLY CAME AND APPEARED:
LIONEL J. CUCULLU, who declared that, pursuant to Louisiana
Revised Statutes, Title 12, the holder of all the issued and
outstanding shares of New Orleans Public Service Inc. entitled to
vote on the matter had executed, in duplicate, a consent in
writing, an original of which is annexed hereto, authorizing and
directing the Restatement of the Articles of Incorporation of the
Corporation, and the simultaneous amendment of Articles SECOND,
FOURTH, SEVENTH, NINTH, TENTH and ELEVENTH of said Articles of
Incorporation, and that, pursuant to said consent, he appears to
execute this instrument to make effective such Restatement and
simultaneous amendments.
INTRODUCTORY PARAGRAPH
This Restatement of the Articles of Incorporation of New
Orleans Public Service Inc. accurately copies the Articles of
Incorporation of said Corporation originally adopted by
Consolidation Agreement dated December 28, 1925, between New
Orleans Public Service Inc. (New Orleans Company), Consumers
Electric Light & Power Company (Consumers Company), and Citizens
Light & Power Company, Inc. (Citizens Company), and filed for
record with the Recorder of Mortgages for the Parish of Orleans
on December 29,1925, to be effective and operative January 1,
1926, and all amendments thereto in effect at the date of this
Restatement and those adopted simultaneously therewith, which
amendments have been effected in conformity with Louisiana
Revised Statutes, Title 12, Chapter 1, or with prior laws
applicable at the time of the respective amendments; and this
Restatement contains no substantial change in the provisions of
the original Articles or the amendments thereto, except that said
Articles as restated hereinbelow omit the names and addresses of
the directors from Article NINTH, and the contemporaneous
amendments of Article SECOND so as to provide perpetual corporate
existence; Article FOURTH so as to expand the objects and
purposes for which the Corporation is established to permit it to
engage in any lawful activity for which corporations may be
formed under the Business Corporation Law of Louisiana; and
Articles SEVENTH, NINTH, TENTH and ELEVENTH so as to delete
provisions which are no longer applicable.
RESTATEMENT OF ARTICLES OF
INCORPORATION
OF NEW ORLEANS PUBLIC SERVICE INC.
FIRST: The name of the Corporation shall be "NEW ORLEANS
PUBLIC SERVICE INC.", and said Corporation shall have, possess
and exercise all the rights, powers, privileges, immunities and
franchises of the corporations, parties hereto, and shall be
subject to all the duties and obligations of said respective
corporations; it shall have, enjoy and be possessed of all of the
property, real, personal and mixed, of every kind and nature,
owned, possessed and enjoyed by or for said corporations, parties
hereto; it shall have power to issue bonds and dispose of the
same, in such form and denominations and bearing such interest as
the Board of Directors may determine, and to secure payment
thereof by mortgage of every and all of the property, franchises,
rights, privileges and immunities of said Corporation at the time
of the consolidation acquired or thereafter to be acquired and of
the companies, parties hereto; to do all acts and things which
said companies so consolidated or any of them might have done
previous to said consolidation, and the further right to
consolidate with any other street railway company, electric
company or gas light company, or any other consolidated company.
SECOND: Said Corporation, "NEW ORLEANS PUBLIC SERVICE INC.",
under its said corporate name, shall have power and authority to
have and enjoy perpetual corporate existence and succession from
and after the date hereof; to contract, sue and be sued; to make
and use a corporate seal and the same to break or alter at
pleasure; to hold, receive, lease, purchase and convey, as well
as mortgage, hypothecate and pledge property, real, personal and
mixed, corporeal and incorporeal; to name and appoint such
managers, agents, directors and officers as its business,
interests or convenience may require; and to make and establish,
as well as alter and amend from time to time such by-laws, rules
and regulations for the proper conduct, management and regulation
of the affairs of said Corporation as may be necessary and
proper; and to have, possess and enjoy all rights, powers,
privileges, franchises and immunities now or hereafter authorized
by law.
THIRD: The domicile of said Corporation shall be in the City
of New Orleans, State of Louisiana, and all citations or other
legal process shall be served upon the President of said
Corporation, or, in his absence, upon one of the Vice-Presidents
thereof, or, in the absence of said officers, upon the Secretary
of said Corporation.
FOURTH: The objects and purposes for which this Corporation
is established and the nature of the business to be carried on by
it are hereby specified and declared to be:
To locate, construct, purchase, own or lease, maintain and
operate street railway, tramways, interurban railways, bus lines
and other similar local transportation agencies in and about the
City of New Orleans, elsewhere in the State of Louisiana and in
other states and territories of the United States; to purchase or
otherwise acquire, own and operate the properties formerly owned,
controlled or leased and operated by New Orleans Railway & Light
Company and/or its Receiver and/or its constituent and subsidiary
companies; to carry and transport passengers, freight, mail and
express; to purchase, own or lease. develop and operate on, or
adjacent to, or in the vicinity of, its said lines of railway,
parks and pleasure grounds and their appurtenances for the
promotion of travel over its lines of railway and as adjuncts
thereto; to construct, own, purchase or lease, or otherwise
acquire, maintain and operate in the State of Louisiana and other
states and territories of the United States, plants, works and
systems for generating, distributing, supplying and vending
electricity for light, heat, power and other purposes; to
construct, purchase, own, lease or otherwise acquire, maintain
and operate gas plants, works, pipe lines and distribution
systems for the manufacture, storage, distributing and vending of
gas for light, heat, power and other purposes (including also the
production, transportation, storage, vending and distributing of
natural gas in the City of New Orleans, elsewhere in the State of
Louisiana and in other states and territories of the United
States); to construct, purchase, own or lease, maintain and
operate in the City of New Orleans, elsewhere in the State of
Louisiana and in other states and territories of the United
States, plants, works and systems for the generation,
distribution and vending of steam for heating purposes and of
cold air or other products or articles for refrigeration or
cooling purposes; to exercise the right and power of
expropriation and eminent domain in the acquisition of property
as may be authorized and permitted by law; to consolidate or
merge with other street railway, interurban, railroad, tramway,
bus lines. electric light and power and gas companies. or any
company doing any business in whole or in part similar to that
for which this Corporation is established, or as may now or shall
hereafter be permitted by law; to purchase or otherwise acquire
its own shares of stock (so far as may be permitted by law) and
its bonds, debentures, notes, scrip or other securities or
evidences of indebtedness and to hold, sell, transfer or reissue
the same; to purchase. acquire and own any or all of the
property, assets, franchises, and the stocks and bonds and other
securities of any corporation or corporations organized under the
laws of the State of Louisiana, or of any other state or country,
for all or any of the purposes herein defined or incidental
thereto, and to guarantee the bonds or other obligations and
dividends on the stock of any of the said corporations, and
generally to do and perform any and all acts and things, and to
acquire, hold and exercise any and all rights, powers, privileges
and franchises as relate to the objects hereinabove set forth, or
any of them, and to engage in any other lawful activity for which
corporations may be formed under the Business Corporation Law of
Louisiana.
FIFTH: The amount of the capital stock of the Corporation
shall be Seventy-seven Million Four Hundred Nine Thousand Eight
Hundred Dollars ($77,409,800), together with the aggregate par
value of capital stock issued after September 1, 1969, by this
Corporation as hereinafter provided.
The total authorized number of shares of capital stock that
may be issued by the Corporation shall be 6,197,798 shares, of
which 6,000,000 shares shall have a par value of $10 per share
and 197,798 shares shall have a par value of $100 per share.
The shares of capital stock hereby authorized to be issued
shall be divided among the following classes:
6,000,000 shares of $10 par value per share shall be Common
Stock;
77,798 shares of $100 par value per share shall be 4-3/4%
Preferred Stock (hereinafter sometimes referred to as the
"4-3/4% Preferred Stock"); and
120,000 shares of $100 par value per share shall be
Preferred Stock (which, together with such additional shares
thereof as may be hereafter authorized, is hereinafter
sometimes referred to as the "Preferred Stock").
The term "preferred stock" as used herein shall include the
4-3/4% Preferred Stock, the Preferred Stock and any other class
of stock having a preference over the Common Stock as to
dividends, distribution of assets, or in liquidation, dissolution
or winding up.
Except as otherwise in this Article FIFTH provided and to
the extent not prohibited by law, the Corporation may acquire
funds for, or otherwise effect, the redemption or purchase of any
of its shares through the issuance or sale of any of its stocks,
bonds, or other securities.
Stocks of the Corporation, whether authorized herein or upon
any subsequent increase of the number of shares of capital stock,
may be issued by the Board of Directors of the Corporation from
time to time for such consideration permitted by law as may be
fixed from time to time by the Board of Directors, and general
authority to the Board of Directors so to fix such consideration
is hereby and herein granted; provided, however, that stock
having a par value may not be issued for less than the par value
thereof; and provided further, that such consideration may be in
the form of money paid, labor done, or property actually received
by the Corporation.
No holder of any stock of the Corporation shall be entitled
as of right to purchase or subscribe for any part of any unissued
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, or of the number of shares of the Corporation, or
of bonds, certificates of indebtedness, debentures or other
securities convertible into stock of the Corporation, but any
such unissued stock or any such additional authorized issues of
new stock, or of securities convertible into stock, may be issued
and disposed of by the Board of Directors to such persons, firms,
corporations, or associations, and upon such terms as the Board
of Directors may, in their discretion, determine, without
offering to the stockholders then of record, or to any class of
stockholders, any thereof, on the same terms or on any terms.
The preferred stock shall not entitle any holder thereof to
vote at any meeting of stockholders or election of the
Corporation or otherwise to participate in any action taken by
the Corporation or its stockholders, but all the voting power
shall be vested in the holders of the Common Stock, except as
otherwise in this Article FIFTH provided. Each stockholder shall
be entitled to one vote for each share of Common Stock of the
Corporation standing in his name on the books of the Corporation.
Except as otherwise in this Article FIFTH provided, upon the
vote of a majority of the total number of shares of stock then
issued and outstanding, and entitled to vote, as herein provided,
or upon such larger vote as may be required by law, this
agreement may be amended from time to time so as to permit the
Corporation to create or authorize one or more other classes of
stock with such preferences, designations, rights, privileges,
voting powers, including votes on proceedings prescribed by
statute, and subject to such restrictions, limitations and
qualifications with respect to voting and otherwise as may be
determined by said vote, which may be the same or different from
the preferences, designations, rights, privileges, voting powers,
restrictions, limitations and qualifications with respect to
voting or otherwise of the classes of stock of the Corporation
then authorized. Any such vote and amendment may authorize any
shares of any class then authorized but unissued to be issued as
shares of such new class or classes.
Except as otherwise in this Article FIFTH provided, the
Board of Directors of the Corporation may at any time authorize
the conversion or exchange of the whole or any particular share
of the outstanding preferred stock of any class, with the consent
of the holder thereof, into or for stock of any other class which
at the time of such consent is authorized but unissued, and may
fix the terms and conditions upon which such conversion or
exchange may be made; provided that, without the consent of the
holders of record of two-thirds of the shares of Common Stock
outstanding given at a meeting of the holders of the Common Stock
called and held as provided by the By-Laws or given in writing
without a meeting as authorized by law, the Board of Directors
shall not authorize the conversion or exchange of any preferred
stock of any class into or for Common Stock or authorize the
conversion or exchange of any preferred stock of any class into
or for preferred stock of any other class, if by such conversion
or exchange the amount which the holders of the shares of stock
so converted or exchanged would be entitled to receive either as
dividends or shares in distribution of assets in preference to
the Common Stock would he increased.
Except as otherwise in this Article FIFTH provided, any
class of stock may be increased at any time upon vote of the
holders of two-thirds (or such smaller number, not less than a
majority, as may be permitted by law) of the shares of the
Corporation then issued and outstanding and entitled to vote
thereon; provided, however, that so long as any share of the 4-
3/4% Preferred Stock remains outstanding, the amount to which the
capital stock of the Corporation may be increased is One Hundred
Million Dollars ($100,000,000).
Except as otherwise in this Article FIFTH provided, the
Corporation from time to time may resell any of its own stock,
purchased or otherwise acquired by it as hereinafter provided
for, at such price permitted by law as may be fixed by its Board
of Directors or Executive Committee.
I.
The designations, voting powers, preferences, dividend and
redemption rights (including votes on proceedings prescribed by
statute), and other relative rights or restrictions, limitations
and qualifications of the 4-3/4% Preferred Stock having a par
value of $100 per share shall be as follows:
(1) The holders of the 4-3/4% Preferred Stock shall be
entitled to receive, when, as and if declared by the Board
of Directors, out of the surplus of the Corporation as
provided by law, cumulative preferred dividends at the rate
of 4-3/4% per annum from July 1, 1944, and no more, payable
quarterly on the first days of January, April, July and
October of each year, before any dividends shall be declared
or paid upon or set apart for the Common Stock of the
Corporation. Such cumulative preferred dividends shall
accrue on each share from the quarterly dividend payment
date next preceding the date of the original issue of such
share, unless such stock shall be issued on a quarterly
dividend payment date, and, in such case, from said date.
The first quarterly dividend shall be payable on October 1,
1944, and shall be cumulative from July 1, 1944.
(2) No dividends shall be declared at any time upon the
Common Stock of the Corporation unless all accumulated and
unpaid dividends upon the outstanding 4-3/4% Preferred Stock
shall have been declared and shall have been paid in full or
a sum sufficient for payment thereof shall have been set
aside for that purpose from said surplus of the Corporation,
in which event dividends may be declared by the Board of
Directors on the Common Stock out of said surplus of the
Corporation, subject to the rights of any other class of
stock then outstanding. The term "accumulated and unpaid
dividends" as used herein with respect to the 4-3/4%
Preferred Stock shall mean dividends on all the outstanding
4-3/4% Preferred Stock from the respective dates from which
such dividends accumulate to the date as of which
accumulated and unpaid dividends are being determined, less
the aggregate of dividends theretofore declared and paid or
set apart for payment upon such outstanding 4-3/4% Preferred
Stock.
(3) The 4-3/4% Preferred Stock may be called for
redemption in whole or in part at any time at the option of
the Board of Directors by mailing notice thereof to the
holders of record of the shares to be redeemed at least
thirty (30) days prior to the date fixed for redemption, and
such shares may be then redeemed by paying, for each share
so called, an amount equal to all accumulated and unpaid
dividends thereon to the date fixed for such redemption,
plus One Hundred Eleven and 50/100 Dollars ($111.50) per
share as to any shares redeemed prior to July 1, 1954, and
One Hundred Five Dollars ($105.00) per share as to any
shares redeemed on July 1, 1954, and thereafter. In case of
the redemption of part only of the 4-3/4% Preferred Stock at
the time outstanding, the Corporation shall select by lot,
or in such other manner as the Board of Directors may
determine, the shares so to be redeemed, provided that there
shall be no obligation to redeem less than a whole share.
Notice of the intention of the Corporation to redeem the 4-
3/4% Preferred Stock shall be mailed not less than thirty
(30) days before the date of redemption to each holder of
record of 4-3/4% Preferred Stock to be redeemed at his post
office address appearing upon the books of the Corporation,
and upon the deposit of the aggregate redemption price (or
the portion thereof not already paid in the redemption of
shares so to be redeemed) with any national bank or trust
company in the City of New York or in the City of New
Orleans, named in such notice, payable in the amounts
aforesaid to the respective orders of the record holders of
the 4-3/4% Preferred Stock so to be redeemed on endorsement
and surrender of their certificates; said holders shall, at
the time fixed in such notice for such redemption, cease to
be stockholders with respect to said shares and from and
after the making of such deposit, said holders shall have no
interest in or claim against the Corporation with respect to
said shares and shall be entitled only to receive said
moneys from said bank or trust company without interest.
(4) In the case of any distribution of any assets of
the Corporation in repayment in whole or in part of any
outstanding shares of its capital stock, whether upon
dissolution of the Corporation or liquidation or sale of any
or all of its assets or otherwise, except in case of
redemption as hereinbefore provided, there shall be paid to
the holders of the 4-3/4% Preferred Stock (a) in case such
dissolution, liquidation or sale shall be voluntary, One
Hundred Five Dollars ($105) per share and (b) in case such
dissolution, liquidation or sale shall be involuntary, One
Hundred Dollars ($100) per share, plus in each case an
amount equal to all accumulated and unpaid dividends thereon
before any sum shall be paid to, or any assets distributed
among, the holders of the Common Stock, and after such
payment to the holders of the 4-3/4% Preferred Stock, all
remaining assets and funds shall be distributed among the
holders of the Common Stock of the Corporation subject to
the rights of any other class of stock then outstanding.
(5) The holders of the 4-3/4% Preferred Stock shall not
be entitled to any payment by way of dividends or otherwise,
or have any rights in the property of the Corporation or in
the distribution thereof, other than as is specifically
provided in the preceding paragraphs with respect to the
4-3/4% Preferred Stock.
(6) No holder of any of the 4-3/4% Preferred Stock
shall be entitled to vote at any election of directors or,
except as otherwise required by statute, on any other matter
submitted to the stockholders, provided that, if and
whenever four (4) quarter-yearly dividends payable on any
part of the 4-3/4% Preferred Stock shall be accumulated and
unpaid, the holders of the 4-3/4% Preferred Stock as a class
shall thereafter at all elections of directors have the
exclusive right to elect the smallest number of directors of
the Corporation which shall constitute a majority of the
authorized number of directors, and the holders of the
Common Stock of the Corporation as a class shall have the
exclusive right to elect the remaining number of directors
of the Corporation, which right of the holders of the 4-3/4%
Preferred Stock, however, shall cease when all accumulated
and unpaid dividends on the 4-3/4% Preferred Stock shall
have been paid in full, or provision shall have been made
for such payment; and provided further, that if and when the
surplus of the Corporation, out of which dividends might
lawfully be declared, is in excess of such accumulated and
unpaid dividends, then the declaration and payment of such
dividends shall not be unreasonably withheld. The terms of
office of all persons who may be directors of the
Corporation at the time when the right to elect a majority
of the directors shall accrue to the 4-3/4% Preferred
Stockholders, as herein provided, shall terminate upon the
election of their successors at the next annual meeting of
the stockholders or at an earlier special meeting of the
stockholders held as hereinafter provided. Such special
meeting shall be held at any time after the accrual of such
voting power, upon notice similar to that provided in the
Consolidation Agreement and/or the By-Laws of the
Corporation for annual and all other stockholders' meetings,
which notice shall be given at the request in writing of the
holders of not less than ten per centum (10%) of the number
of shares of the then outstanding 4-3/4% Preferred Stock,
addressed to the Secretary of the Corporation at its
principal business office. Upon the termination of such
exclusive right of the holders of the 4-3/4% Preferred Stock
to elect a majority of the directors of the Corporation, the
terms of office of all the directors of the Corporation
shall terminate upon the election of their successors at the
next annual meeting of the stockholders or at an earlier
special meeting of the stockholders held as hereinafter
provided. Such special meeting shall be held at any time
after the termination of such right of the 4-3/4% Preferred
Stockholders to elect a majority of the directors, upon
notice similar to that provided in the Articles of
Incorporation and/or the By-Laws of the Corporation for
annual and all other stockholders' meetings, which notice
shall be given at the request in writing of the holders of
not less than ten per centum (10%) of the number of shares
of the then outstanding Common Stock, addressed to the
Secretary of the Corporation at its principal office.
(7) So long as any share of the 4-3/4% Preferred Stock
remains outstanding, the consent or authorization of the
holders of at least a majority of the outstanding shares of
the 4-3/4% Preferred Stock then outstanding, voting as a
class (given at a meeting called for that purpose), shall be
necessary for effecting or validating any of the following:
(a) The issuance of any additional shares of 4-
3/4% Preferred Stock, or of any other class of stock
ranking prior to or on a parity with the 4-3/4%
Preferred Stock as to dividends or other distributions,
(i) unless the net earnings of the Corporation
available for dividends on the 4-3/4% Preferred Stock,
determined in accordance with generally-accepted
accounting practices, for any twelve (12) consecutive
calendar months' period within the fifteen (15)
calendar months preceding the month within which the
additional shares are to be issued, shall have been at
least twice the dividend requirements for a twelve (12)
month period upon the entire amount of 4-3/4% Preferred
Stock and all such other stock ranking prior to or on a
parity with the 4-3/4% Preferred Stock as to dividends
or other distributions to be outstanding immediately
after the proposed issue of such additional shares, and
(ii) unless the aggregate of the capital of the
Corporation applicable to the Common Stock and the
surplus of the Corporation shall be not less than the
amount payable upon involuntary dissolution to the
holders of the 4-3/4% Preferred Stock and such other
stock to be outstanding immediately after the proposed
issue of such additional shares.
(b) The issuance by the Corporation of any
unsecured notes, debentures or other securities
representing unsecured indebtedness, or the assumption
of any such unsecured securities, for purposes other
than the refunding of outstanding unsecured securities
theretofore issued or assumed by the Corporation or the
redemption or other retirement of all outstanding
shares of the 4-3/4% Preferred Stock, or of any other
class of stock ranking prior to or on a parity with the
4-3/4% Preferred Stock as to dividends or other
distributions, if immediately after such issue or
assumption the total principal amount of all such
unsecured securities issued or assumed by the
Corporation and then outstanding would exceed ten per
centum (10%) of the aggregate of (i) the total
principal amount of all bonds or other securities
representing secured indebtedness issued or assumed by
the Corporation and then outstanding, plus (ii) the
capital and surplus of the Corporation as then stated
on its books of account.
(c) The merger or consolidation of the Corporation
with or into any other corporation or corporations,
unless such merger or consolidation, or the issuance
and assumption of all securities to be issued or
assumed in connection with such merger or
consolidation, shall have been ordered, approved, or
permitted by the Securities and Exchange Commission (or
by any succeeding regulatory authority of the United
States of America having jurisdiction in the premises)
under the provisions of the Public Utility Holding
Company Act of 1935, as amended, or exempted by said
Commission from the requirements of said Act, provided
that the provisions of this clause (c) shall not apply
to the purchase or other acquisition by the Corporation
of franchises or assets of another corporation in any
manner which does not involve a merger or
consolidation.
(8) Notwithstanding any other provision of this Article
FIFTH, the consent or authorization of the holders of at
least two-thirds of the total number of shares of 4-3/4%
Preferred Stock at the time outstanding shall be necessary
to authorize the creation of any class of stock which would
be preferred as to assets or dividends over the 4-3/4%
Preferred Stock, or to amend the Articles of Incorporation
so as to change the express terms and provisions of the 4-
3/4% Preferred Stock then outstanding in any manner
substantially prejudicial to the holders thereof.
II
The Preferred Stock shall be issuable in one or more series
from time to time and the shares of each series shall have the
same rank and be identical with each other and shall have the
same relative rights, except with respect to amounts payable on
voluntary liquidation as specified in Section (F) below and to
the following:
(a) The number of shares to constitute each such series
and the distinctive designation thereof;
(b) The annual rate or rates of dividends payable on
shares of such series, the dates on which dividends shall be
paid in each year, and the date from which such dividends
shall commence to accumulate; and
(c) The amount or amounts payable upon redemption
thereof; which different characteristics of clauses (a), (b)
and (c) above are set forth below.
The initial series of the Preferred Stock shall:
(a) consist of 60,000 shares and be designated "4.36%
Preferred Stock";
(b) have a dividend rate of Four and 36/100 Dollars
($4.36) per share per annum payable quarterly on January 1,
April 1, July 1 and October 1 of each year; such dividends
shall accumulate on each share from the quarterly dividend
payment date next preceding the date of the original issue
of such share, unless such stock shall be issued on a
quarterly dividend payment date and in such case from said
date. The first quarterly dividend shall be payable on April
1, 1956, and shall be cumulative from January 1, 1956; and
(c) be subject to redemption in the manner provided
herein with respect to the Preferred Stock at the price of
One Hundred Seven and 08/100 Dollars ($107.08) per share if
redeemed on or before January 1, 1961, of One Hundred Six
and 08/100 Dollars ($106.08) per share if redeemed after
January 1, 1961, and on or before January 1, 1966, and of
One Hundred Four and 58/100 Dollars ($104.58) per share if
redeemed after January 1, 1966, in each case plus an amount
equivalent to the accumulated and unpaid dividends thereon,
if any, to the date fixed for redemption.
The second series of the Preferred Stock shall:
(a) consist of 60,000 shares and be designated "5.56%
Preferred Stock";
(b) have a dividend rate of Five and 56/100 Dollars
($5.56) per share per annum payable quarterly on January 1,
April 1, July 1 and October 1 of each year; such dividends
shall accumulate on each share from and including April 26,
1967. The first dividend shall be payable on July 1, 1967,
and shall be cumulative from and including April 26, 1967;
and
(c) be subject to redemption in the manner provided
herein with respect to the Preferred Stock at the price of
One Hundred Six and 65/100 Dollars ($106.65) per share if
redeemed on or before April 1,1972, of One Hundred Four and
09/100 Dollars ($104.09) per share if redeemed after April
1, 1972, and on or before April 1, 1977, and of One Hundred
Two and 59/100 Dollars ($102.59) per share if redeemed after
April 1, 1977, in each case plus an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to the
date fixed for redemption.
Subject to the foregoing, the distinguishing characteristics of
the Preferred Stock shall be:
(A) Each series of the Preferred Stock, pari passu with all
shares of preferred stock of any class or series then
outstanding, shall be entitled, but only when and as declared by
the Board of Directors, out of funds legally available for the
payment of dividends, in preference to the Common Stock, to
dividends at the rate stated and expressed with respect to such
series herein; such dividends to be cumulative from such date and
payable on such dates in each year as may be stated and expressed
herein, to stockholders of record as of a date not to exceed
forty (40) days and not less than ten (10) days preceding the
dividend payment dates so fixed.
(B) If and when all outstanding shares of the 4-3/4%
Preferred Stock shall have been redeemed, acquired or otherwise
retired, then:
(1) If and when dividends payable on any of the
Preferred Stock (which, for the purposes of this Section
(B), shall be deemed to be all outstanding shares of the
Preferred Stock of any series, and such other preferred
stock of any class or series, ranking prior to or on a
parity with the Preferred Stock as to dividends and in
liquidation, dissolution, winding up, or distribution, as
may be lawfully issued) shall be in default in an amount
equal to four (4) full quarterly payments or more per share,
and thereafter until all dividends on any of the Preferred
Stock in default shall have been paid, the holders of all of
the then outstanding Preferred Stock, voting as a class, in
contra-distinction to the Common Stock as a class, shall be
entitled to elect the smallest number of directors necessary
to constitute a majority of the full Board of Directors, and
the holders of the Common Stock, voting separately as a
class, shall be entitled to elect the remaining directors of
the Corporation, anything in these Articles of Incorporation
to the contrary notwithstanding. The terms of office, as
directors. of all persons who may be directors of the
Corporation at the time shall terminate upon the election of
a majority of the Board of Directors by the holders of the
Preferred Stock, except that if the holders of the Common
Stock shall not have elected the remaining directors of the
Corporation, then, and only in that event, the directors of
the Corporation in office just prior to the election of a
majority of the Board of Directors by the holders of the
Preferred Stock shall elect the remaining directors of the
Corporation. Thereafter, while such default continues and
the majority of the Board of Directors is being elected by
the holders of the Preferred Stock, the remaining directors,
whether elected by directors, as aforesaid, or whether
originally or later elected by holders of the Common Stock,
shall continue in office until their successors are elected
by holders of the Common Stock and shall qualify.
(2) If and when all dividends then in default on any of
the Preferred Stock then outstanding shall be paid (such
dividends to be declared and paid out of any funds legally
available therefor as soon as reasonably practicable), the
holders of the Preferred Stock shall be divested of any
special right with respect to the election of directors, and
the voting power of the holders of the Preferred Stock and
the holders of the Common Stock shall revert to the status
existing before the first dividend payment date on which
dividends on any of the Preferred Stock were not paid in
full, but always subject to the same provisions for vesting
such special rights in the holders of the Preferred Stock in
case of further like default or defaults in the payment of
dividends thereon as described in the immediately foregoing
paragraph. Upon termination of any such special voting right
upon payment of all accumulated and unpaid dividends on the
Preferred Stock, the terms of office of all persons who may
have been elected directors of the Corporation by vote of
the holders of the Preferred Stock as a class, pursuant to
such special voting right, shall forthwith terminate, and
the resulting vacancies shall be filled by the vote of a
majority of the remaining directors. In case of any vacancy
in the office of a director occurring among the directors
elected by the holders of the Preferred Stock voting as a
class, the remaining directors elected by the holders of the
Preferred Stock, by affirmative vote of a majority thereof,
or the remaining director so elected if there be but one,
may elect a successor or successors to hold office for the
unexpired term or terms of the director or directors whose
place or places shall be vacant. Likewise, in case of any
vacancy in the office of a director occurring among the
directors not elected by the holders of the Preferred Stock,
the remaining directors not elected by the holders of the
Preferred Stock, by affirmative vote of a majority thereof,
or the remaining director so elected if there be but one,
may elect a successor or successors to hold office for the
unexpired term or terms of the director or directors whose
place or places shall be vacant.
(3) Whenever the special voting right shall have
accrued to the holders of the Preferred Stock to elect
directors, voting as a class, it shall be the duty of the
President, a Vice-President or the Secretary of the
Corporation forthwith to call a meeting, and cause notice
thereof to be given to the stockholders, including all of
the holders of the then outstanding shares of Preferred
Stock, entitled to vote at such meeting, to be held at such
time as the Corporation's officers may fix, not less than
forty-five (45) nor more than sixty (60) days after the
accrual of such right, for the purpose of electing
directors. The notice so given shall be mailed to each
holder of record of Preferred Stock at his last known
address appearing on the books of the Corporation and shall
set forth, among other things, (i) that by reason of the
fact that dividends payable on Preferred Stock are in
default in an amount equal to four (4) full quarterly
payments or more per share, the holders of all of the then
outstanding Preferred Stock, voting as a class, have the
right to elect the smallest number of directors necessary to
constitute a majority of the full Board of Directors of the
Corporation, (ii) that any holder of the Preferred Stock has
the right, at any reasonable time, to inspect and make
copies of the list or lists of holders of the Preferred
Stock maintained at the principal office of the Corporation
or at the office of any Transfer Agent or Agents of the
Preferred Stock, and (iii) either the entirety of this
paragraph or the substance thereof with respect to the
number of shares of the Preferred Stock required to be
represented at any meeting. or adjournment thereof, called
for the election of directors of the Corporation. At the
first meeting of stockholders held for the purpose of
electing directors during such time as the holders of the
Preferred Stock shall have the special right, voting as a
class, to elect directors, the presence in person or by
proxy of the holders of a majority of the outstanding Common
Stock shall be required to constitute a quorum of such class
for the election of directors, and the presence in person or
by proxy of the holders of a majority of all of the
outstanding Preferred Stock shall be required to constitute
a quorum of such class for the election of directors;
provided, however, that in the absence of a quorum of the
holders of the Preferred Stock or of the holders of the
Common Stock, no election of directors shall be held and the
meeting shall be adjourned to the same time the following
day; and provided, further, that at such first adjourned
meeting, the presence in person or by proxy of the holders
of thirty-five per centum (35%) of all of the outstanding
Preferred Stock shall be required to constitute a quorum of
such class for the election of directors, and the presence
in person or by proxy of the holders of thirty-five per
centum (35%) of the outstanding Common Stock shall be
required to constitute a quorum of such class for the
election of directors, and in the absence of a quorum of the
holders of the Preferred Stock or of the holders of the
Common Stock no election of directors shall be held and the
meeting shall be adjourned to the same time the following
day; and provided, further, that at such second adjourned
meeting such number of the holders of the Preferred Stock
and of the holders of the Common Stock as are present in
person or by proxy shall constitute a quorum of their
respective classes of stock for the election of directors.
If no holders of the Preferred Stock are present at said
second adjourned meeting, then the directors of the Corpora
tion then in office shall remain in office until the next
Annual Meeting of the Corporation, or special meeting in
lieu thereof, and until their successors shall have been
elected and shall qualify. No such meeting shall be held on
a date within sixty (60) days of the date of the next Annual
Meeting of the Corporation or special meeting in lieu
thereof. At each Annual Meeting of the Corporation, or
special meeting in lieu thereof, held during such time as
the holders of all of the then outstanding Preferred Stock,
voting as a class, shall have the right to elect a majority
of the Board of Directors, the foregoing provisions of this
paragraph shall govern each Annual Meeting, or special
meeting in lieu thereof, as if said Annual Meeting or
special meeting were the first meeting of stockholders held
for the purpose of electing directors after the right of the
holders of all of the Preferred Stock, voting as a class, to
elect a majority of the Board of Directors, should have
accrued with the exception, that if at any second adjourned
Annual Meeting, or special meeting in lieu thereof, no
holders of the outstanding Preferred Stock are present in
person or by proxy, all the directors shall be elected by a
vote of the holders of a majority of the Common Stock of the
Corporation present or represented at the meeting.
(C) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of at least
two-thirds of the total number of shares of the Preferred Stock
then outstanding, voting as a class:
(1) create, authorize or issue any new stock which,
after issuance, would rank prior to the Preferred Stock as
to dividends, in liquidation, dissolution, winding up or
distribution, or create, authorize or issue any security
convertible into shares of any such stock, except for the
purpose of providing funds for the redemption of all of the
Preferred Stock then outstanding, such new stock or security
not to be issued until such redemption shall have been
authorized and notice of such redemption given and the
aggregate redemption price deposited as provided in Section
(G) below; provided, however, that any such new stock or
security shall be issued within twelve (12) months after the
vote of the Preferred Stock herein provided for authorizing
the issuance of such new stock or security; or
(2) amend, alter or repeal any of the rights,
preferences or powers of the holders of the Preferred Stock
so as to affect adversely any such rights, preferences or
powers; provided, however, that if such amendment,
alteration or repeal affects adversely the rights,
preferences or Powers of one or more, but not all, series of
Preferred Stock at the time outstanding, only the consent of
the holders of at least two-thirds of the total number of
outstanding shares of all series so affected shall be
required; and provided, further, that an amendment to
increase or decrease the authorized amount of Preferred
Stock, or to create or authorize, or increase or decrease
the amount of, any class of stock ranking on a parity with
the outstanding shares of the Preferred Stock as to
dividends or assets shall not be deemed to affect adversely
the rights, preferences or powers of the holders of the
Preferred Stock or any series thereof.
(D) So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not, without the consent
(given by vote at a meeting called for that purpose) of the
holders of a majority of the total number of shares of the
Preferred Stock then outstanding voting as a class:
(1) merge or consolidate with or into any other
corporation or corporations or sell or otherwise dispose of
all or substantially all of the assets of the Corporation,
unless such merger or consolidation or sale or other
disposition, or the exchange, issuance or assumption of all
securities to be issued or assumed in connection with any
such merger or consolidation or sale or other disposition,
shall have been ordered, approved or permitted under the
Public Utility Holding Company Act of 1935; or
(2) issue or assume any unsecured notes, debentures or
other securities representing unsecured indebtedness for
purposes other than (i) the refunding of outstanding
unsecured indebtedness theretofore issued or assumed by the
Corporation, resulting in equal or longer maturities, or
(ii) the reacquisition, redemption or other retirement of
all outstanding shares of the Preferred Stock, if
immediately after such issue or assumption, the total
principal amount of all unsecured notes, debentures or other
securities representing unsecured indebtedness issued or
assumed by the Corporation, including unsecured indebtedness
then to be issued or assumed (but excluding the principal
amount then outstanding of any unsecured notes, debentures
or other securities representing unsecured indebtedness
having a maturity in excess of ten (10) years and in an
amount not exceeding ten per centum (10%) of the aggregate
of (a) and (b) of this subsection (2) below) would exceed
ten per centum (10%) of the aggregate of (a) the total
principal amount of all bonds or other securities
representing secured indebtedness issued or assumed by the
Corporation and then to be outstanding, and (b) the capital
and surplus of the Corporation as then to be stated on the
books of account of the Corporation. When unsecured notes,
debentures or other securities representing unsecured debt
of a maturity in excess of ten (10) years shall become of a
maturity of ten (10) years or less, it shall then be
regarded as unsecured debt of a maturity of less than ten
(10) years and shall be computed with such debt for the
purpose of determining the percentage ratio to the sum of
(a) and (b) above of unsecured debt of a maturity of less
than ten (10) years, and when provision shall have been
made, whether through a sinking fund or otherwise, for the
retirement, prior to their maturity, of unsecured notes,
debentures or other securities representing unsecured debt
of a maturity in excess of ten (10) years, the amount of any
such security so required to be retired in less than ten
(10) years shall be regarded as unsecured debt of a maturity
of less than ten (10) years (and not as unsecured debt of a
maturity in excess of ten (10) years) and shall be computed
with such debt for the purpose of determining the percentage
ratio to the sum of (a) and (b) above of unsecured debt of a
maturity of less than ten (10) years; provided, however,
that the payment due upon the maturity of unsecured debt
having an original single maturity in excess of ten (10)
years or the payment due upon the latest maturity of any
serial debt which had original maturities in excess of ten
(10) years shall not, for purposes of this provision, be
regarded as unsecured debt of a maturity of less than ten
(10) years until such payment or payments shall be required
to be made within three (3) years; furthermore, when
unsecured notes, debentures or other securities representing
unsecured debt of a maturity of less than ten (10) years
shall exceed ten per centum (10%) of the sum of (a) and (b)
above, no additional unsecured notes, debentures or other
securities representing unsecured debt shall be issued or
assumed (except for the purposes set forth in (i) or (ii)
above) until such ratio is reduced to ten per centum (10%)
of the sum of (a) and (b) above; or
(3) issue, sell, or otherwise dispose of any shares of
the Preferred Stock, in addition to the 60,000 shares of the
Preferred Stock initially authorized, or of any other class
of stock ranking on a parity with the Preferred Stock as to
dividends or in liquidation, dissolution, winding up or
distribution, unless the gross income of the Corporation for
a period of twelve (12) consecutive calendar months within
the fifteen (15) calendar months immediately preceding the
issuance, sale or disposition of such stock, determined in
accordance with generally accepted accounting practices (but
in any event after deducting all taxes and the greater of
(a) the amount for said period appropriated from income to
the property retirement reserve by the Corporation on its
books or (b) the largest amount required to be provided
therefor by any mortgage indenture of the Corporation) to be
available for the payment of interest, shall have been at
least one and one-half (1-1/2) times the sum of (i) the
annual interest charges on all interest bearing indebtedness
of the Corporation and (ii) the annual dividend requirements
on all outstanding shares of the Preferred Stock and of all
other classes of stock ranking prior to, or on a parity
with, the Preferred Stock as to dividends or in liquidation,
dissolution, winding up or distribution, including the
shares proposed to be issued; provided, that there shall be
excluded from the foregoing computation interest charges on
all indebtedness and dividends on all shares of the
Preferred Stock or on any other class of stock ranking prior
to, or on a parity with, the Preferred Stock as to dividends
or in liquidation, dissolution, winding up or distribution
which are to be retired in connection with the issue of such
additional shares; and provided, further, that in any case
where such additional shares of the Preferred Stock, or
other class of stock ranking on a parity with the Preferred
Stock as to dividends or in liquidation, dissolution,
winding up or distribution, are to be issued in connection
with the acquisition of additional property, the gross
income of the property to be so acquired, computed on the
same basis as the gross income of the Corporation, may be
included on a pro forma basis in making the foregoing
computation; or
(4) issue, sell, or otherwise dispose of any shares of
the Preferred Stock, or of any other class of stock ranking
on a parity with the Preferred Stock as to dividends or in
liquidation, dissolution, winding up or distribution, unless
the aggregate of the capital of the Corporation applicable
to the Common Stock and the surplus of the Corporation shall
be not less than the aggregate amount payable on the
involuntary liquidation, dissolution or winding up of the
Corporation, in respect of all shares of the Preferred Stock
and all shares of any other class of stock, if any, ranking
prior thereto, or on a parity therewith, as to dividends or
in liquidation, dissolution, winding up or distribution,
which will be outstanding after the issue of the shares
proposed to be issued; provided, that if, for the purposes
of meeting the requirements of this subsection (4), it
becomes necessary to take into consideration any earned
surplus of the Corporation, the Corporation shall not
thereafter pay any dividends on shares of the Common Stock
which would result in reducing the Corporation's Common
Stock Equity (as in Section (H) hereinafter defined) to an
amount less than the aggregate amount payable, on
involuntary liquidation, dissolution or winding up of the
Corporation, on all shares of the Preferred Stock and of any
other class of stock ranking prior to, or on a parity with,
the Preferred Stock, as to dividends or other distributions,
at the time outstanding.
(E) Except as herein expressly provided, the holders of the
Preferred Stock shall have no power to vote and shall be entitled
to no notice of any meeting of the stockholders of the
Corporation. As to matters upon which holders of the Preferred
Stock are entitled to vote, as herein expressly provided, each
holder of such Preferred Stock shall be entitled to one vote, in
person or by proxy, for each share of such Preferred Stock
standing in his name on the books of the Corporation.
(F) In the event of any voluntary liquidation, dissolution
or winding up of the Corporation, the Preferred Stock, pari passu
with all shares ot preferred stock of any other class or series
then outstanding shall have a preference over the Common Stock
until an amount equal to the then current redemption price,
including accumulated and unpaid dividends, if any, shall have
been paid. In the event of any involuntary liquidation,
dissolution or winding up of the Corporation, which shall include
any such liquidation, dissolution or winding up which may arise
out of or result from the condemnation or purchase of all or a
major portion of the properties of the Corporation, by (i) the
United States Government or any authority, agency or
instrumentality thereof, (ii) a state of the United States or any
political subdivision, authority, agency, or instrumentality
thereof or (iii) a district, cooperative or other association or
entity not organized for profit, the Preferred Stock, pari passu
with all shares of preferred stock of any other class or series
then outstanding, shall also have a preference over the Common
Stock until the full par value thereof, and an amount equal to
the accumulated and unpaid dividends thereon, if any, shall have
been paid by dividends or distribution.
(G) Upon the affirmative vote of a majority of the shares of
the issued and outstanding Common Stock at any annual meeting, or
any special meeting called for that purpose, the Corporation may
at any time redeem all of any series of said Preferred Stock, or
may from time to time redeem any part of any series thereof, by
paying in cash the redemption price then applicable thereto,
plus, in each case, an amount equivalent to the accumulated and
unpaid dividends, if any, to the date fixed for redemption.
Notice of the intention of the Corporation to redeem all or any
part of the Preferred Stock shall be mailed not less than thirty
(30) days nor more than sixty (60) days before the date fixed for
redemption to each holder of record of Preferred Stock to be
redeemed, at his post office address as shown by the
Corporation's records, and not less than thirty (30) days' nor
more than sixty (60) days' notice of such redemption may be
published in such manner as may be prescribed by resolution of
the Board of Directors of the Corporation; and in the event of
such publication, no defect in the mailing of such notice shall
affect the validity of the proceedings for the redemption of any
shares of Preferred Stock so to be redeemed. Contemporaneously
with the mailing or the publication of such notice, as aforesaid,
or at any time thereafter prior to the date fixed for redemption,
the Corporation may deposit the aggregate redemption price (or
the portion thereof not already paid in the redemption of such
Preferred Stock so to be redeemed) with any bank or trust company
in the City of New York, New York, or in the City of New Orleans,
Louisiana, named in such notice, payable to the order of the
record holders of the Preferred Stock so to be redeemed, as the
case may be, on the endorsement and surrender of their
certificates, and thereupon said holders shall cease to be
stockholders with respect to such shares; and from and after the
making of such deposit such holders shall have no interest in or
claim against the Corporation with respect to said shares, but
shall be entitled only to receive such moneys from said bank or
trust company, with interest, if any, allowed by such bank or
trust company on such moneys deposited as in this Section (G)
provided, on endorsement and surrender of their certificates, as
aforesaid. Any moneys so deposited, plus interest thereon, if
any, remaining unclaimed at the end of six (6) years from the
date fixed for redemption, if thereafter requested by resolution
of the Board of Directors, shall be repaid to the Corporation,
and in the event of such repayment to the Corporation, such
holders of record of the shares so redeemed as shall not have
made claim against such moneys prior to such repayment to the
Corporation, shall be deemed to be unsecured creditors of the
Corporation for an amount, without interest, equivalent to the
amount deposited, plus interest thereon, if any, allowed by such
bank or trust company, as above stated, for the redemption of
such shares and so paid to the Corporation. Shares of the
Preferred Stock which have been redeemed shall not be reissued.
If less than all of the shares of any series of the Preferred
Stock are to be redeemed, the shares thereof to be redeemed shall
be selected by lot, in such manner as the Board of Directors of
the Corporation shall determine, by an independent bank or trust
company selected for that purpose by the Board of Directors of
the Corporation. Nothing herein contained shall limit any legal
right of the Corporation to purchase or otherwise acquire any
shares of the Preferred Stock; provided, however, that, so long
as any shares of the Preferred Stock are outstanding, the
Corporation shall not redeem, purchase or otherwise acquire less
than all of the shares of the Preferred Stock, if, at the time of
such redemption, purchase or other acquisition, dividends payable
on the Preferred Stock shall be in default in whole or in part,
unless prior to or concurrently with such redemption, purchase or
other acquisition, all such defaults shall be cured or unless
such redemption, purchase or other acquisition shall have been
ordered, approved or permitted under the Public Utility Holding
Company Act of 1935. Any shares of the Preferred Stock so
redeemed, purchased or acquired shall be retired and cancelled.
(H) For the purposes of this Section (H) and subsection (4)
of Section (D) the term "Common Stock Equity" shall mean the
aggregate of the par value of, or stated capital represented by,
the outstanding shares (other than shares owned by the
Corporation) of stock ranking junior to the Preferred Stock as to
dividends and assets, of the premium on such junior stock and of
the surplus (including earned surplus, capital surplus and
surplus invested in plant) of the Corporation, less (1) any
amounts recorded on the books of the Corporation for utility
plant and other plant in excess of the original cost thereof, (2)
unamortized debt discount and expense, capital stock discount and
expense and any other intangible items set forth on the asset
side of the balance sheet as a result of accounting convention,
(3) the excess, if any, of the aggregate amount payable on
involuntary liquidation, dissolution or winding up of the affairs
of the Corporation upon all outstanding preferred stock of the
Corporation over the aggregate par or stated value thereof and
any premiums thereon, and (4) the excess, if any, for the period
beginning with January 1, 1955, to the end of a month within
ninety (90) days preceding the date as of which Common Stock
Equity is determined, of the cumulative amount computed under
requirements contained in the Corporation's mortgage indentures
relating to minimum depreciation provisions (this cumulative
amount being the aggregate of the largest amounts separately
computed for entire periods of differing coexisting mortgage
indenture requirements), over the amount appropriated from income
to the property retirement reserve by the Corporation on its
books during such period, including the final fraction of a year;
provided, however, that no deductions shall be required to be
made in respect of items referred to in items (1) and (2) of this
Section (H) in cases in which such items are being amortized or
are provided for, or are being provided for, by reserves. For the
purpose of this Section (H): (i) the term "total capitalization"
shall mean the sum of the Common Stock Equity, plus item (3) in
this Section (H) and the stated capital applicable to, and any
premium on, outstanding stock of the Corporation not included in
Common Stock Equity, and the principal amount of all outstanding
debt of the Corporation maturing more than twelve (12) months
after the date of issue thereof; and (ii) the term "dividends on
Common Stock" shall embrace dividends on Common Stock (other than
dividends payable only in shares of Common Stock), distributions
on, and purchase or other acquisitions for value of, any Common
Stock of the Corporation or other stock, if any, junior to the
Preferred Stock. So long as any shares of the Preferred Stock are
outstanding, the Corporation shall not declare or pay any
dividends on the Common Stock, except as follows:
(a) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date on
which a dividend on Common Stock is declared is, or as a
result of such dividend would become, less than twenty per
centum (20%) of total capitalization, the Corporation shall
not declare such dividends in an amount which, together with
all other dividends on Common Stock paid within the year
ending with and including the date on which such dividend is
payable, exceeds fifty per centum (50%) of the net income of
the Corporation available for dividends on the Common Stock
for the twelve (12) full calendar months immediately
preceding the month in which such dividends are declared,
except in an amount not exceeding the aggregate of dividends
on Common Stock which under the restrictions set forth above
in this subsection (a) could have been, and have not been,
declared; and
(b) If and so long as the Common Stock Equity at the
end of the calendar month immediately preceding the date on
which a dividend on Common Stock is declared is, or as a
result of such dividend would become, less than twenty-five
per centum (25%) but not less than twenty per centum (20%)
of total capitalization, the Corporation shall not declare
dividends on the Common Stock in an amount which, together
with all other dividends on Common Stock paid within the
year ending with and including the date on which such
dividend is payable, exceeds seventy-five per centum (75%)
of the net income of the Corporation available for dividends
on the Common Stock for the twelve (12) full calendar months
immediately preceding the month in which such dividends are
declared, except in an amount not exceeding the aggregate of
dividends on Common Stock which under the restrictions set
forth above in subsection (a) and in this subsection (b)
could have been, and have not been, declared; and
(c) At any time when the Common Stock Equity is
twenty-five per centum (25%) or more of total
capitalization, the Corporation may not declare dividends on
shares of the Common Stock which would reduce the Common
Stock Equity below twenty-five per centum (25%) of total
capitalization, except to the extent provided in subsections
(a) and (b) above.
At any time when the aggregate of all amounts credited
subsequent to January 1, 1955, to the property retirement reserve
(accumulated provision for depreciation) account of the
Corporation through charges to operating revenue deductions or
otherwise on the books of the Corporation shall be less than the
amount computed as provided in clause (aa) below, under
requirements contained in the Corporation's mortgage indentures,
then for the purposes of subsections (a) and (b) above, in
determining the net income available for common stock dividends
during any twelve (12) month period, the amount to be provided
for depreciation in that period shall be (aa) the greater of the
cumulative amount appropriated from income to the property
retirement reserve (accumulated provision for depreciation) on
the books of the Corporation or the cumulative amount computed
under requirements contained in the Corporation's mortgage
indentures relating to minimum depreciation provisions (the
latter cumulative amount being the aggregate of the largest
amounts separately computed for entire periods of differing
coexisting mortgage indenture requirements) for the period from
January 1, 1955, to and including said twelve (12) month period,
less (bb) the greater of the cumulative amount appropriated from
income to the property retirement reserve (accumulated provision
for depreciation) on the books of the Corporation or the
cumulative amount computed under requirements contained in the
Corporation's mortgage indentures relating to minimum
depreciation provisions (the latter cumulative amount being the
aggregate of the largest amounts separately computed for entire
periods of differing coexisting mortgage indenture requirements)
from January 1, 1955, up to but excluding said twelve (12) month
period; provided that, in the event any company is merged into
the Corporation, the "cumulative amount computed under
requirements contained in the Corporation's mortgage indentures
relating to minimum depreciation provisions" referred to above
shall be computed without regard, for the period prior to the
merger, of property acquired in the merger, and the "cumulative
amount appropriated from income to the property retirement
reserve (accumulated provision for depreciation) on the books of
the Corporation" shall be exclusive of amounts provided for such
property prior to the merger.
(I) Dividends may be paid upon the Common Stock only when
dividends have been paid or declared and funds set apart for the
payment of dividends as aforesaid on the Preferred Stock from the
date(s) after which dividends thereon become cumulative, to the
beginning of the period then current, with respect to which such
dividends on the Preferred Stock are usually declared, but
whenever there shall have been paid or declared and funds shall
have been set apart for the payment of all such dividends upon
the Preferred Stock as aforesaid, then, subject to the
limitations above set forth and subject to the rights of any
other class of stock then outstanding, dividends upon the Common
Stock may be declared payable then or thereafter, out of any net
earnings or surplus of assets over liabilities, including
capital, then remaining. After the payment of the limited
dividends and/or shares in distribution of assets to which the
Preferred Stock is expressly entitled in preference to the Common
Stock, in accordance with the provisions hereinabove set forth,
the Common Stock alone (subject to the rights of any other class
of stock then outstanding) shall receive all further dividends
and shares in distribution.
(J) The Corporation reserves the right, without any vote or
consent of the Preferred Stock as a class or of any series of
Preferred Stock, to amend these Articles of Incorporation in any
or all of the following respects:
(1) So that the right vested exclusively in the holders
of the 4-3/4% Preferred Stock as a class to elect the
smallest number of directors, which shall constitute a
majority of the authorized number of directors upon default
in dividends upon the 4-3/4% Preferred Stock, shall
thereafter be shared with the holders of Preferred Stock and
any other preferred stock of any class or series, ranking
prior to, or on a parity with, the Preferred Stock as to
dividends and distributions, all voting as one class, to the
same extent and with the same effect as though the 4-3/4%
Preferred Stock had been redeemed, acquired or otherwise
retired and had been reissued as a series of Preferred
Stock;
(2) So that the 4-3/4% Preferred Stock shall thereafter
be a series of 4-3/4% Preferred Stock within the class of
Preferred Stock herein authorized, limited in number to the
number of shares of 4-3/4% Preferred Stock authorized to be
issued prior to such amendment, with the same annual rate of
dividend, the same dates on which dividends shall be paid
each year, the same date from which dividends shall commence
to accumulate, the same amounts payable on redemption and
the same amounts payable upon distribution of assets, as
were provided with respect to the shares of 4-3/4% Preferred
Stock prior to such amendment.
SIXTH: The corporate power of this Corporation shall be
vested in, and exercised by, a Board of Directors to be composed
of not less than nine (9) nor more than fifteen (15) persons, to
be elected annually at a general meeting of stockholders to be
held on the fourth Monday in May of each year, beginning in May,
1963. The number of persons, within the foregoing limits, to
compose the Board of Directors at any given time, shall be
determined by vote of a majority of the Common Stock present, in
person or by proxy, at the annual meeting, except that, if such
designated number be less than fifteen (15), said number may be
increased within the foregoing limits at any special meeting of
stockholders called for that purpose. A majority of the Board of
Directors shall constitute a quorum for the transaction of
business unless the By-Laws of this Corporation, adopted by the
Board of Directors, shall provide for a lesser number.
Any vacancy occurring among the Directors of this
Corporation by death, resignation or otherwise, shall be filled
by election for the unexpired term by the remaining directors.
A failure to elect directors on the date above specified
shall not dissolve the Corporation, nor impair its corporate
existence or management, but the directors then in office shall
remain in office until their successors shall have been duly
elected and qualified.
Notice of such meeting and of all other stockholders'
meetings shall be given in the manner prescribed by law, and,
when not so prescribed, then written notice of such meetings
shall be addressed to each stockholder entitled to vote at said
meeting, at such address as may have been furnished by him for
notice hereunder and deposited in the post office, at least
fifteen (15) days before the date of said meeting, postage
prepaid. No notice need be given to any person whose stock was
acquired, or who became a registered owner thereof, on or after
the date upon which notice of a meeting of stockholders was
mailed or delivered. The By-Laws of the Corporation may provide
for any additional form of notice.
The books for the transfer of the stock may be closed for
such periods before and during the payment of dividends and the
holding of meetings of stockholders, not to exceed thirty (30)
days at any one time, as the Board of Directors may from time to
time determine; and the Corporation shall make no transfer of
stock on the books during such period.
The Board of Directors may elect from its members a Chairman
of the Board and shall elect a President, and may, from time to
time, name and appoint all such other officers (including one or
more Vice-Presidents who need not be members of the Board of
Directors) or agents, as it may deem necessary for the purposes
and business of this Corporation, and the powers and duties of
every officer, agent and employee shall be such as may be
conferred upon them by the Board of Directors or Executive
Committee of the Corporation, and all officers, agents and
employees shall hold office and employment at the pleasure of the
Board of Directors.
The Board of Directors may make and establish, as well as
alter and amend, all such By-Laws, rules and regulations, not
inconsistent herewith, necessary and proper in its judgment for
the conduct and management of the business and affairs and the
exercise of the corporate powers of this Corporation, and said
Board of Directors shall have full power and authority to borrow
money and to execute mortgages and pledges and create liens; to
issue bonds, notes and other obligations, and to secure same by
mortgage and/or pledge or otherwise, and generally to do any and
all things reasonable, convenient or necessary for the proper
conduct of the business and affairs of this Corporation, and, in
its discretion, the Board of Directors may create and select an
Executive Committee to be composed of not less than three (3) of
its own members, to which Committee the Board of Directors may
grant all or any of its powers to be exercised during the interim
between meetings of the Board of Directors itself.
A director of this Corporation shall not be disqualified by
his office from dealing or contracting with the Corporation
either as vendor, purchaser or otherwise, nor shall any
transaction or contract of this Corporation be void or voidable
by reason of the fact that any director or any firm of which any
director is a member, or any corporation of which any director is
a shareholder or director, is in any way interested in such
transaction or contract, provided that such transaction or
contract is or shall be authorized, ratified or approved either
(1) by vote of a majority of a quorum of the Board of Directors
or of the Executive Committee without counting in such majority
or quorum any director so interested, or members of a firm so
interested, or a shareholder or director of a corporation so
interested, or (2) by a vote at a stockholders' meeting of the
holders of record of a majority of all the outstanding shares of
Common Stock of the Corporation, or by writing or writings signed
by a majority of such holders; nor shall any director be liable
to account to the Corporation for any profits realized by and
from or through any such transaction or contract of this
Corporation authorized, ratified or approved, as aforesaid, by
reason of the fact that he or any firm of which he is a member,
or any corporation of which he is a shareholder or director, was
interested in such transaction or contract.
SEVENTH: Except as hereinbefore in Article FIFTH hereof
provided, with respect to certain voting rights conferred upon
the preferred stock, the provisions hereof may be modified,
changed, altered or amended to the extent and in the manner now
or hereafter permitted by law for the amendment of the articles
of incorporation or act of incorporation of a corporation, or the
capital stock or the number of shares of the capital stock of
this Corporation may be increased or decreased, or new classes or
series of stock may be created, or the number of shares of any
class or series of stock may be changed with the assent of
two-thirds (or such smaller number, not less than a majority, as
may be permitted by law) of the shares of the outstanding Common
Stock of this Corporation expressed, given and obtained at a
general meeting of such stockholders convened for such purposes,
or any of them, after previous notice of such meeting shall have
been given to each Common Stockholder in the manner hereinabove
provided, unless other notice for a meeting of such character be
prescribed by law, in which event notice shall be given in
conformity with law.
Whenever this Corporation may be dissolved, either by
limitation or from any other cause, its affairs shall be
liquidated by three (3) commissioners to be elected by the
holders of the Common Stock at a meeting convened for said
purpose as above provided and after due notice; a majority of
said stock represented at such meeting shall be requisite for the
election of such commissioners. Such commissioners shall remain
in office until the affairs of this Corporation shall have been
fully liquidated. In case of the death or resignation of any one
or more of said commissioners, the vacancy or vacancies shall be
filled by the survivor or survivors. In the event of any
disagreement among said commissioners, the action of the majority
shall prevail and be binding.
The provisions of the Business Corporation Law of Louisiana
and of all other statutes relating to corporations of the
character of this Corporation whether consolidated or otherwise.
shall be applicable to this Corporation so far as concerns the
rights and powers of this Corporation and its stockholders. Upon
the written consent or the vote of the holders of a majority in
number of the shares then outstanding and entitled to vote, or,
if the consent or vote of the holders of a larger number of
shares is required by law, then, upon such larger consent or vote
as may be required by law (1) any and every statute of the State
of Louisiana hereinafter adopted 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, notwithstanding any provision which may at the
time be contained in this agreement of consolidation, apply to
this Corporation and shall be binding not only upon this
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 this agreement of consolidation, and/or (2)
amendments to this agreement of consolidation authorized at the
time of the making of such amendments by the laws of the State of
Louisiana, may be made; provided, however, that no such consent
or vote shall alter or change the amounts which the holders of
outstanding preferred stock are entitled to receive as dividends
or in distribution of assets in preference to the holders of the
Common Stock, or decrease the price at which preferred stock may
be redeemed, all as hereinabove provided, except with the consent
of the holders of at least ninety per centum (90%) of the then
outstanding preferred stock, which consent may be expressed by
each stockholder either in writing or by vote at an annual or
special stockholders' meeting.
EIGHTH: No stockholder shall ever be held liable for the
contracts or faults or defaults of this Corporation in any
further sum than the unpaid balance of the consideration, if any,
due the Corporation on the shares of stock owned by him; nor
shall any mere informality in organization or consolidation have
the effect of rendering this agreement null, or of exposing a
stockholder to any liability beyond the unpaid amount remaining
due on his said stock.
NINTH: The officers of the Corporation shall have and
exercise such powers and duties as may be conferred upon them by
the Board of Directors or the Executive Committee of the
Corporation.
TENTH: The rights of creditors and all liens upon the
property of each of the parties hereto shall be preserved
unimpaired and the property and franchises of each of said
corporations, parties hereto, shall pass to and vest in the
Corporation, subject to all lawful debts, guarantees, liabilities
and obligations existing against each of said corporations,
except as herein otherwise provided, and all of said debts,
liabilities and obligations of the New Orleans Company and/or the
Consumers Company and/or the Citizens Company, parties hereto,
shall be provided for, paid and discharged by the Corporation,
except as herein otherwise provided, and all contracts and
agreements existing between each of said corporations, parties
hereto, and any other person, firm or corporation shall be
carried out and performed by the Corporation.
All of the rights and obligations of the New Orleans Company
arising out of and/or imposed by Ordinance No. 6822 Commission
Council Series of the City of New Orleans, adopted April 18,
1922, and known as the "Settlement Ordinance", and Ordinances
Nos. 7067, 7068 and 7069, respectively, Commission Council Series
of the City of New Orleans, adopted September 2,1922,
supplemental thereto, and/or other ordinances supplemental
thereto or amendatory thereof, shall pass to and be assumed by
the Corporation, and nothing herein contained shall be construed
as changing, affecting or impairing the provisions of said
ordinances, as presently existing.
And the said Appearer having requested me, Notary, to note
said Restatement in authentic form, I do, by these presents,
receive said Restatement in the form of this public act to the
end that said Restatement may be promulgated and substituted for
and used in the place of the original Consolidation Agreement of
New Orleans Public Service Inc. and the various amendments
thereto.
THUS DONE AND PASSED, in multiple counterparts in the City
of New Orleans on the date first above written in the presence of
Victor Lota and Wil1iam C, Nelson, competent witnesses, who
hereunto sign their names with said Appearer and me, Notary,
after due reading of the whole.
WITNESSES:
/s/ Lionel J. Cucullu
Lionel J. Cucullu
/s/ Victor Lota
/s/ William C. Nelson
___________________________
Notary Public
DIRECTION AND CONSENT
RESTATEMENT OF ARTICLES OF INCORPORATION (CHARTER)
of
NEW ORLEANS PUBLIC SERVICE INC.
KNOW ALL MEN BY THESE PRESENTS:
The undersigned, MIDDLE SOUTH UTILITIES, INC., herein
represented by Gerald L. Andrus, its President, duly authorized
to execute this document, acting under the provisions of Title
12, Chapter 1 of the Louisiana Revised Statutes, being the
shareholder of record of all the Common Stock of New Orleans
Public Service Inc., a corporation existing under the laws of
Louisiana, domiciled in the City of New Orleans, organized by
Consolidation Agreement dated December 28, 1925, between New
Orleans Public Service Inc., Consumers Electric Light & Power
Company, and Citizens Light & Power Company, Inc., and filed for
record with the Recorder of Mortgages for the Parish of Orleans
on December 29, 1925, to be effective and operative January 1,
1926, does hereby consent that the Articles of Incorporation of
New Orleans Public Service Inc. be restated with no substantial
changes in the provisions of the original Articles or the
amendments thereto, except that said Articles as restated shall:
1. Omit the names and addresses of the Directors from
Article NINTH;
2. Amend Article SECOND so as to provide perpetual
corporate existence;
3. Amend Article FOURTH so as to expand the objects and
purposes for which the Corporation is established to
permit it to engage in any lawful activity for which
corporations may be formed under the Business
Corporation Law of Louisiana;
4. Amend Articles SEVENTH, NINTH, TENTH and ELEVENTH so as
to delete provisions which are no longer applicable.
MIDDLE SOUTH UTILITIES, INC. does hereby authorize and
direct Lionel J. Cucullu to appear before any Notary Public in
and for the Parish of Orleans, State of Louisiana, and to execute
a Notarial act putting the Restatement and Amendment of the
Articles of Incorporation of New Orleans Public Service Inc. into
authentic form, and the said Lionel J. Cucullu is hereby
authorized to do any and all things necessary and proper to make
effective said Restatement and Amendment.
IN WITNESS WHEREOF, this document has been executed in
duplicate original at New York, New York, on this 24th day of
September, 1969.
MIDDLE SOUTH UTILITIES, INC.
By: /s/ Gerald L. Andrus
GERALD L. ANDRUS
President
ATTEST
/s/ A. M. Fitzgerald
Secretary
I, the undersigned Secretary of New Orleans Public
Service Inc., a corporation existing under the laws of Louisiana,
domiciled in the City of New Orleans, hereby certify that Middle
South Utilities, Inc., the subscriber to the foregoing
instrument, constitutes the only holder of shares of Common Stock
of said corporation and, therefore, constitutes the sole holder
of shares entitled to vote at a shareholder's meeting.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of this corporation at New Orleans, Louisiana,
on this 29th day of September, 1969.
/s/ Victor Lota
Secretary
REPORT ACCOMPANYING RESTATEMENT
OF
ARTICLES OF INCORPORATION
OF
NEW ORLEANS PUBLIC SERVICE INC.
1 - The corporation's registered office is located at, and
its post office address is:
City of New Orleans, State of Louisiana
317 Baronne Street
70160
2 - Its registered agents are:
The President - Lionel J. Cucullu, or in his
absence one of the Vice Presidents - Michael J. Cade,
James M. Cain, John F. Morton, Charles J. Sinnott, or
in the absence of said officers, the Secretary - Victor
Lota, 317 Baronne Street, New Orleans, La. 70160
3 - The present directors are:
Gerald L. Andrus Eben Hardie
Lionel J. Cucullu Sam Israel, Jr.
Brooke H. Duncan Arthur L. Jung, Jr.
Laurance Eustis Clayton L. Nairne
Richard W. Freeman Isidore Newman, II
John B. Smallpage
Assistant Secretary
NOTICE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT
(R.S. 12:104 - R.S. 12:236)
Name of Corporation New Orleans Public Service Inc.
317 Baronne Street (P. O. Box 60340), New Orleans, Louisiana 70160
Registered Office 317 Baronne Street (P. O. Box 60340)
New Orleans, Louisiana 70160
Registered Agent(s) L. J. Cucullu, President and Director
William McCollam, Jr., Executive Vice President; M. J. Cade,
J. M. Cain, Sherwood A. Cuyler, J. F. Morton, Charles J.
Sinnott, Vice President; A. J. Brodtmann, Comptroller;
Victor Lota, Secretary and Treasurer; and J. E. Hevron,
Assistant Secretary and Assistant Treasurer, 317 Baronne
Street, New Orleans, Louisiana 70160.
Date: March 12, 1971
/s/ Victor Lota
To be signed by President, Vice
President, or Secretary
NOTE: If the registered agent is change, a copy of the
resolution by the Board of Directors of the appointment,
certified by the President, Vice-President or Secretary
must also accompany this report.
RESOLUTION UNANIMOUSLY ADOPTED BY THE BOARD
OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC.
AT MEETING HELD MAY 25, 1970
On motion duly made and seconded, the following were unanimously
re-elected to the offices appearing after their respective names:
Messrs. L. J. Cucullu, President
William McCollam, Jr., Executive Vice President
M. J. Cade, Vice President
J. M. Cain, Vice President
J. F. Morton, Vice President
Charles J. Sinnott, Vice President
A. J. Brodtmann, Comptroller
Victor Lota, Secretary and Treasurer
J. E. Hevron, Assistant Secretary and Assistant
Treasurer
On motion duly made and seconded, Mr. Sherwood A. Cuyler was
elected a Vice President of the Company.
--------------------------------------------
I, the undersigned, Secretary of New Orleans Public Service
Inc., hereby certify that the above and foregoing is a true
and correct copy of resolution unanimously adopted by the
Board of Directors of said Company at its meeting duly
called, convened and held at its office in the City of New
Orleans, on the 25th day of May, 1970, at which a quorum was
present and acted throughout, and that said resolution is in
full force and effect at the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Company at New Orleans, Louisiana, this 12th
day of March, 1971.
/s/ Victor Lota
Secretary
STATEMENT OF CHANGE OF REGISTERED AGENT
FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC.
To the Secretary of State:
Pursuant to the provisions of R.S. 12:104, the undersigned
corporation, organized under the laws of the State of Louisiana,
herewith submits the following for the purpose of giving notice
of the termination of authority of a certain agent for service of
process in this state.
The current list of agents for service of process is:
James M. Cain
Charles J. Sinnott, Vice President
A. J. Brodtmann, Vice President
Sherwood A. Cuyler, Vice President 317 Baronne Street,
Hero J. Edwards, Jr., Vice President New Orleans,
Louisiana
Malcolm L. Hurstell, Vice President 70112
William C. Nelson, Vice President &
Secretary
Donald F. Schultz, Vice President
Mr. Michael J. Cade previously listed in the Company's 1977
Annual Report to the Secretary of State as serving as an agent
for service of process on behalf of the Company has resigned,
effective April 1, 1978.
The above list of agents for service of process conforms with the
requirements set forth in Article THIRD of the Company's
Restatement of Articles of Incorporation, dated September 30,
1969, a certified copy of which has been filed with the Recorder
of Mortgages at MOB 2160, Folio 368 on October 6, 1969.
Dated: August 14, 1978
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ William C. Nelson
William C. Nelson
Title: Vice President & Secretary
STATEMENT OF CHANGE OF REGISTERED AGENT
FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC.
To the Secretary of State:
Pursuant to the provisions of R.S. 12:104, the undersigned
corporation, organized under the laws of the State of Louisiana,
herewith submits the following for the purpose of giving notice
of the termination of authority of a certain agent for service of
process in this state.
The current list of agents for service of process is:
James M. Cain, President
A. J. Brodtmann, Vice President
Sherwood A. Cuyler, Vice President 317 Baronne Street,
Hero J. Edwards, Jr., Vice President New Orleans,
Louisiana
Malcolm L. Hurstell, Vice President 70112
William C. Nelson, Vice President &
Secretary
Donald F. Schultz, Vice President
Mr. Charles J. Sinnott previously listed in the Company's 1978
Annual Report to the Secretary of State as serving as an agent
for service of process on behalf of the Company has resigned,
effective June 1, 1979.
The above list of agents for service of process conforms with the
requirements set forth in Article THIRD of the Company's
Restatement of Articles of Incorporation, dated September 30,
1969, a certified copy of which has been filed with the Recorder
of Mortgages at MOB 2160, Folio 368 on October 6, 1969.
Dated: June 21, 1979
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ William C. Nelson
William C. Nelson
Title: Vice President & Secretary
CERTIFIED COPY OF EXCERPTS FROM MINUTES OF MAY 28, 1979 MEETING
OF BOARD OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC.
Mr. Jung took the Chair and announced that all directors elected
were qualified to serve. He then asked for nominations for the
presidency of the Company. On motion duly made and seconded, Mr.
James M. Cain, was unanimously elected President.
* * * * * * * * * * * * * *
Whereupon, on motion duly made and seconded, it was unanimously
RESOLVED, that the following named persons be, and hereby
are elected to the offices of the Company appearing after
their respective names for the ensuing year ending May 26,
1980:
A. J. Brodtmann, Vice President - Finance
Sherwood A. Cuyler, Vice President - Public and Regulatory
Affairs
Hero J. Edwards, Jr., Vice President - Operations
Malcolm L. Hurstell, Vice President - Engineering and
Production
William C. Nelson, Vice President - Administration and
Legal,
and Secretary
Donald P. Schultz, Vice President - Corporate Communications
John H. Chavanne, Controller
Harvey K. Hawkins, Treasurer
Michael P. Burns, Assistant Treasurer
W. D. Meriwether, Jr., Assistant Secretary
Donald J. Winfield, Assistant Secretary & Assistant
Treasurer*
Edwin A. Lupberger, Assistant Secretary & Assistant
Treasurer*
Rodney J. Estrade, Assistant Secretary & Assistant
Treasurer*
* Effective as of date of receipt of requisite Federal Energy
Regulatory Commission approval.
--------------------------------------
I, the undersigned, Secretary of New Orleans Public Service Inc.,
hereby certify that the above and foregoing is a true and correct
copy of excerpts from the minutes of the May 28, 1979 meeting of
the Board of Directors of said Company duly called, convened and
held at its office in the City of New Orleans, at which a quorum
was present and acted throughout; that the resolutions therein
contained were unanimously adopted by the vote of said Board,
have not been altered, amended or repealed and are in full force
and effect at the date hereof.
I hereby further certify that the individuals named in the above
and foregoing resolutions as President, Vice Presidents and
Secretary also are agents for the service of process pursuant to
the provisions of Article THIRD of the Company's Restatement of
Articles of Incorporation, dated September 30, 1969, a certified
copy of which has been filed with the Recorder of Mortgages,
Orleans Parish, at MOB 2160, Folio 368 on October 6, 1969.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of the Company at New Orleans, Louisiana, this 26th day of
July, 1979.
/s/ William C. Nelson
Secretary
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
NEW ORLEANS PUBLIC SERVICE INC.
On February 27, 1980, at a Special Meeting of Stockholders
of New Orleans Public Service Inc., a corporation organized and
existing under the laws of the State of Louisiana, which meeting
was called and convened on February 12, 1980, and adjourned to
February 27, 1980, the stockholders of said New Orleans Public
Service Inc. adopted two separate proposals to amend the Restated
Articles of Incorporation of said corporation as follows:
Proposal 1. The eleventh paragraph of Article FIFTH of the
Restated Articles of Incorporation is amended to be and to read
in its entirety as follows:
"Except as otherwise in this Article FIFTH provided,
any class of stock may be increased at any time upon vote of
the holders of two-thirds (or such smaller number, not less
than a majority, as may be permitted by law) of the shares
of the Corporation then issued and outstanding and entitled
to vote thereon; provided, however, that so long as any
share of the 4-3/4% Preferred Stock remains outstanding, the
amount to which the capital stock of the Corporation may be
increased is Two Hundred Million Dollars ($200,000,000)."
Proposal 2. Article FIFTH of the Restated Articles of
Incorporation is amended in the following respects:
1. The first sentence of the first paragraph of Section II
of Article FIFTH is amended to be and to read in its entirety as
follows:
"The Preferred Stock shall be issuable in one or more
series from time to time and the shares of each series shall
have the same rank and be identical with each other and
shall have the same relative rights, except with respect to
amounts payable on voluntary liquidation as specified in
Section (F) below and to the following characteristics.
(a) The number of shares to constitute each such
series and the distinctive designation thereof;
(b) The annual rate or rates of dividends payable
on shares of such series, the dates on which dividends
shall be paid in each year, and the date from which
such dividends shall commence to accumulate;
(c) The amount or amounts payable upon redemption
thereof; and
(d) The terms and amount of sinking fund
requirements (if any) for the purchase or redemption of
each series of the Preferred Stock other than the
initial series and the second series of the Preferred
Stock;
which different characteristics of clauses (a), (b),
(c), and (d) above are set forth below."
2. The penultimate sentence of paragraph (G), Section II of
Article FIFTH is amended to be and to read in its entirety as
follows:
"Nothing herein contained shall limit any legal right of the
Corporation to purchase or otherwise acquire any shares of
the Preferred Stock; provided, however, that, so long as any
shares of the Preferred Stock (which term, for purposes of
this proviso, shall include the 4-3/4% Preferred Stock) are
outstanding, the Corporation shall not (i) make any payment,
or set aside funds for payment, into any sinking fund for
the purchase or redemption of any shares of the Preferred
Stock, or (ii) redeem, purchase or otherwise acquire less
than all of the shares of the Preferred Stock, if, at the
time of such payment or setting aside of funds for payment
into such sinking fund, or of such redemption, purchase or
other acquisition, dividends payable on the Preferred Stock
shall be in default in whole or in part, unless prior to or
concurrently with such payment or setting aside of funds for
payment into such sinking fund, and/or such redemption,
purchase or other acquisition, as the case may be, all such
defaults shall be cured or unless such payment or setting
aside of funds for payment into such sinking fund, and/or
such redemption, purchase or other acquisition, as the case
may be, shall have been ordered, approved or permitted under
the Public Utility Holding Company Act of 1935. Any shares
of the Preferred Stock so redeemed, purchased or acquired
shall be retired and cancelled."
3. The first sentence of paragraph (I), Section II of
Article FIFTH is amended to be and to read in its entirety as
follows:
"(I) Dividends may be paid upon the Common Stock only
when (i) dividends have been paid or declared and funds set
apart for the payment of dividends as aforesaid on the
Preferred Stock (which term, for purposes of this Section
(I), shall include the 4-3/4% Preferred Stock) from the
date(s) after which dividends thereon became cumulative, to
the beginning of the period then current, with respect to
which such dividends on the Preferred Stock are usually
declared, and (ii) all payments have been made or funds have
been set aside for payments then or theretofore due under
the terms of sinking fund requirements (if any) for the
purchase or redemption of shares of the Preferred Stock, but
whenever (x) all such dividends upon the Preferred Stock as
aforesaid shall have been paid or declared and funds shall
have been set apart for the payment thereof upon the
Preferred Stock and (y) all payments shall have been made or
funds shall have been set aside for all payments then or
theretofore due under the terms of sinking fund requirements
(if any) for the purchase or redemption of shares of the
Preferred Stock, then, subject to the limitations above set
forth and subject to the rights of any other class of stock
then outstanding, dividends upon the Common Stock may be
declared payable then or thereafter, out of any net earnings
or surplus of assets over liabilities, including capital,
then remaining."
The aforesaid Special Meeting of Stockholders of said New
Orleans Public Service Inc., held on February 27, 1980, was duly
called, convened and held pursuant to a resolution to adjourn and
reconvene adopted by at least a majority of the stockholders
present and constituting a quorum at the Special Meeting of
Stockholders held on February 12, 1980, which was duly called,
convened and held pursuant to due notice thereof. At the meeting
of February 27, 1980:
(1) There were present in person or represented by
proxy the holders of 64,951 shares of the class of 4-3/4%
Preferred Stock, $100 par value ("4-3/4% Preferred Stock"),
of said New Orleans Public Service Inc. out of a total of
77,798 shares of the 4-3/4% Preferred Stock of said
Corporation outstanding, 94,706 shares of the separate class
of serial Preferred Stock, $100 par value ("Preferred
Stock"), of said New Orleans Public Service Inc. out of a
total of 120,000 shares of the Preferred Stock of said
Corporation outstanding, and 5,935,900 shares of the Common
Stock, $10 par value ("Common Stock"), of said New Orleans
Public Service Inc. out of a total of 5,935,900 shares of
the Common Stock of said Corporation outstanding, making a
total of 6,095,557 shares of the 4-3/4% Preferred Stock, the
Preferred Stock and the Common Stock present at the meeting
in person or represented by proxy out of the total number of
6,133,698 shares of the 4-3/4% Preferred Stock, the
Preferred Stock and the Common Stock of said Corporation
outstanding, constituting the presence in person or by proxy
of more than 40% and, in fact, more than 99.3% of the total
number of shares of the 4-3/4% Preferred Stock, the
Preferred Stock and the Common Stock of said Corporation
outstanding, and being a quorum for all purposes.
(2) Proposal 1 to amend the Restated Articles of
Incorporation of said New Orleans Public Service Inc. as set
forth hereinabove was adopted (A) by the affirmative vote of
64,430 shares of the 4-3/4% Preferred Stock voting as a
class, being more than two-thirds and, in fact, more than
82.8% of the total number of shares (77,798) of the 4-3/4%
Preferred Stock outstanding as aforesaid, with 120 shares of
the 4-3/4% Preferred Stock being voted against said Proposal
1 in such class vote; and (B) by the affirmative vote of
5,935,900 shares of the Common Stock voting as a class,
being 100% of the total number of shares of the Common Stock
outstanding, with no shares of the Common Stock being voted
against said Proposal 1 in such last mentioned class vote.
(3) Proposal 2 to amend the Restated Articles of
Incorporation of said New Orleans Public Service Inc. as set
forth hereinabove was adopted (A) by the affirmative vote of
56,662 shares of the 4-3/4% Preferred Stock voting as a
class, being more than two-thirds and, in fact, more than
72.8% of the total number of shares (77,798) of the 4-3/4%
Preferred Stock outstanding as aforesaid, with 7638 shares
of the 4-3/4% Preferred Stock being voted against said
Proposal 2 in such class vote; (B) by the affirmative vote
of 82,628 shares of the Preferred Stock voting as a class,
being more than two-thirds and, in fact, more than 68.8% of
the total number of shares (120,000) of the Preferred Stock
outstanding as aforesaid, with 10,885 shares of the
Preferred Stock being voted against said Proposal 2 in such
class vote; and (C) by the affirmative vote of 5,935,900
shares of the Common Stock voting as a class, being 100% of
the total number of shares of the Common Stock outstanding,
with no shares of the Common Stock being voted against said
Proposal 2 in the last mentioned class vote.
(4) The Restated Articles of Incorporation of said New
Orleans Public Service Inc. were not amended in any other
respect than as set forth hereinabove, and all of the
provisions of said Restated Articles of Incorporation, as
amended as hereinabove set forth, relating in any way to the
shares of stock of said Corporation are incorporated and
stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated
the 27th day of February, 1980.
NEW ORLEANS PUBLIC SERVICE INC.
BY: /s/ James M. Cain
James M. Cain, President
BY: /s/ William C. Nelson
William C. Nelson, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
) SS.:
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally came
and appeared James M. Cain and William C. Nelson, to me known and
known to me to be the President and the Secretary, respectively,
of New Orleans Public Service Inc. and the persons who executed
the foregoing instrument in such capacities, and who, after first
being duly sworn by me, did declare and acknowledge that they
signed and executed the foregoing instrument in such capacities
for and in the name of the said New Orleans Public Service Inc.,
as its and their free act and deed, being thereunto duly
authorized.
/s/ James M. Cain
James M. Cain, President
NEW ORLEANS PUBLIC SERVICE INC.
/s/ William C. Nelson
William C. Nelson, Secretary
NEW ORLEANS PUBLIC SERVICE INC.
Sworn to and subscribed before
me at New Orleans, Louisiana, on
this 27th day of February, 1980.
Notary Public
ARTICLES OF AMENDMENT
to the
RESTATED ARTICLES OF INCORPORATION
of
NEW ORLEANS PUBLIC SERVICE INC.
On March 19, 1980, the shareholders of New Orleans Public
Service Inc., a corporation organized and existing under the
laws of the State of Louisiana, by resolutions unanimously
adopted by all the shareholders of said corporation entitled
to vote on the matter, amended Article FIFTH of the Restated
Articles of Incorporation of said corporation as follows:
(1) The first three paragraphs of Article FIFTH are
amended to be and to read in their entirety as follows:
"FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-Seven Million Four Hundred
Nine Thousand Eight Hundred Dollars ($77,409,800),
together with the aggregate par value of capital stock
issued after September 1, 1969, by this Corporation as
hereinafter provided.
"The total authorized number of shares of capital
stock that may be issued by the Corporation shall be
7,347,798 shares, of which 7,000,000 shares shall have a
par value of $10 per share and 347,798 shares shall have
a par value of $100 per share.
"The shares of capital stock hereby authorized to be
issued shall be divided among the following classes:
7,000,000 shares of $10 par value per share shall be
Common Stock;
77,798 shares of $100 par value per share shall be 4-
3/4% Preferred Stock (hereinafter sometimes referred
to as the 4-3/4% Preferred Stock'): and
270,000 shares of $100 par value per share shall be
Preferred Stock (which, together with such
additional shares thereof as may be hereafter
authorized, is hereinafter sometimes referred to as
the 'Preferred Stock')."
(2) The first paragraph of Section II of Article FIFTH is
amended to be and to read in its entirety as follows:
"The Preferred Stock shall be issuable in one or
more series from time to time and the shares of each
series shall have the same rank and be identical with
each other and shall have the same relative rights,
except with respect to amounts payable on voluntary
liquidation as specified in Section (F) below and to the
following characteristics:
(a) The number of shares to constitute each
such series and the distinctive designation thereof;
(b) The annual rate or rates of dividends
payable on shares of such series, the dates on which
dividends shall be paid in each year, and the date
from which such dividends shall commence to
accumulate:
(c) The amount or amounts payable upon
redemption thereof; and
(d) The terms and amount of sinking fund
requirements (if any) for the purchase or redemption
of each series of the Preferred Stock other than the
initial series and the second series of the
Preferred Stock;
which different characteristics of clauses (a), (b),
(c), and (d) above are set forth below.
The initial series of the Preferred Stock shall:
(a) consist of 60,000 shares and be designated
"4.36% Preferred Stock";
(b) have a dividend rate of Four and 36/100
Dollars ($4.36) per share per annum payable
quarterly on January 1, April 1, July 1 and October
1 of each year; such dividends shall accumulate on
each share from the quarterly dividend payment date
next preceding the date of the original issue of
such share, unless such stock shall be issued on a
quarterly dividend payment date and in such case
from said date. The first quarterly dividend shall
be payable on April 1, 1956, and shall be cumulative
from January 1, 1956; and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred Stock
at the price of One Hundred Seven and 08/100 Dollars
($107.08) per share if redeemed on or before January
1, 1961, of One Hundred Six and 08/100 Dollars
($106.08) per share if redeemed after January 1,
1961, and on or before January 1, 1966, and of One
Hundred Four and 58/100 Dollars ($104.58) per share
if redeemed after January 1, 1966, in each case plus
an amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for
redemption.
The second series of the Preferred Stock shall:
(a) consist of 60,000 shares and be designated
"5.56% Preferred Stock";
(b) have a dividend rate of Five and 56/100
Dollars ($5.56) per share per annum payable
quarterly on January 1, April 1, July 1 and October
1 of each year; such dividends shall accumulate on
each share from and including April 26, 1967. The
first dividend shall be payable on July 1, 1967, and
shall be cumulative from and including April 26,
1967; and
(c) be subject to redemption in the manner
provided herein with respect to the Preferred Stock
at the price of One Hundred Six and 65/100 Dollars
($106.65) per share if redeemed on or before April
1, 1972, of One Hundred Four and 09/100 Dollars
($104.09) per share if redeemed after April 1, 1972,
and on or before April 1, 1977, and of One Hundred
Two and 59/100 Dollars ($102.59) per share if
redeemed after April 1, 1977, in each case plus an
amount equivalent to the accumulated and unpaid
dividends thereon, if any, to the date fixed for
redemption.
The third series of the Preferred Stock shall:
(a) consist of 150,000 shares and be designated
"15.44% Preferred Stock";
(b) have a dividend rate of Fifteen and 44/100
Dollars ($15.44) per share per annum payable
quarterly on January 1, April 1, July 1 and October
1 of each year; such dividends shall accumulate on
each share from and including March 27, 1980. The
first dividend shall be payable on July 1, 1980, and
shall be cumulative from and including March 27,
1980;
(c) be subject to redemption in the manner
provided herein with respect to the Preferred Stock
at the price of One Hundred Fifteen and 44/100
Dollars ($115.44) per share if redeemed on or before
March 1, 1985 (except that no share of the 15.44%
Preferred Stock shall be redeemed prior to March 1,
1985 if such redemption is for the purpose or in
anticipation of refunding such share through the
use, directly or indirectly, of funds borrowed by
the Corporation, or through the use, directly or
indirectly, of funds derived through the issuance by
the Corporation of stock ranking prior to or on a
parity with the 15.44% Preferred Stock as to
dividends or assets, if such borrowed funds have an
effective interest cost to the Corporation (computed
in accordance with generally accepted financial
practice) or such stock has an effective dividend
cost to the Corporation (so computed) of less than
15.7341% per annum), of (One Hundred Eleven and
58/100 Dollars ($111.58) per share if redeemed after
March 1, 1985, and on or before March 1, 1990, of
One Hundred Seven and 72/100 Dollars ($107.72) per
share if redeemed after March 1, 1990, and on or
before March 1, 1995, and of One Hundred Three and
86/100 Dollars ($103.86) per share if redeemed after
March 1, 1995, in each case plus an amount
equivalent to the accumulated and unpaid dividends
thereon, if any, to the date fixed for redemption;
and
(d) without the vote of the issued and
outstanding Common Stock, be subject to redemption
as and for a sinking fund as follows: on March 1,
1985 and on each March 1 thereafter (each such date
being hereinafter referred to as a "Third Series
Sinking Fund Redemption Date"), for so long as any
shares of the 15.44% Preferred Stock shall remain
outstanding, the Corporation shall redeem, out of
funds legally available therefor and otherwise in
the manner provided herein with respect to the
Preferred Stock, 7,500 shares of the 15.44%
Preferred Stock (or the number of shares then
outstanding if less than 7,500) at the sinking fund
redemption price of $100 per share plus, as to each
share so redeemed, an amount equivalent to the
accumulated and unpaid dividends thereon, if any, to
the date of redemption (the obligation of the
Corporation so to redeem the shares of the 15.44%
Preferred Stock being hereinafter referred to as the
"Third Series Sinking Fund Obligation"); the Third
Series Sinking Fund Obligation shall be cumulative;
if on any Third Series Sinking Fund Redemption Date
the Corporation shall not have funds legally
available therefor sufficient to redeem the full
number of shares required to be redeemed on that
date, the Third Series Sinking Fund Obligation with
respect to the shares not redeemed shall carry
forward to each successive Third Series Sinking Fund
Redemption Date until such shares shall have been
redeemed; whenever on any Third Series Sinking Fund
Redemption Date, the funds of the Corporation
legally available for the satisfaction of the Third
Series Sinking Fund Obligation and all other sinking
fund and similar obligations then existing with
respect to any other class or series of its stock
ranking on a parity as to dividends or assets with
the 15.44% Preferred Stock (such Obligation and
obligations collectively being hereinafter referred
to as the "Total Sinking Fund Obligation") are
insufficient to perrnit the Corporation to satisfy
fully its Total Sinking Fund Obligation on that
date, the Corporation shall apply to the
satisfaction of its Third Series Sinking Fund
Obligation on that date that proportion of such
legally available funds which is equal to the ratio
of such Third Series Sinking Fund Obligation to such
Total Sinking Fund Obligation; in addition to the
Third Series Sinking Fund Obligation the Corporation
shall have the option, which shall be
non-cumulative, to redeem, upon authorization of the
Board of Directors, on each Third Series Sinking
Fund Redemption Date, at the aforesaid sinking fund
redemption price, up to 7,500 additional shares of
the 15.44% Preferred Stock; the Corporation shall be
entitled, at its election, to credit against its
Third Series Sinking Fund Obligation on any Third
Series Sinking Fund Redemption Date any shares of
the 15.44% Preferred Stock (including shares of the
15.44% Preferred Stock optionally redeemed at the
aforesaid sinking fund redemption price) theretofore
redeemed, other than shares of the 15.44% Preferred
Stock redeemed pursuant to the Third Series Sinking
Fund Obligation, purchased or otherwise acquired and
not previously credited against the Third Series
Sinking Fund Obligation."
The Restated Articles of Incorporation of the said New
Orleans Public Service Inc. were amended by its shareholders
as aforesaid by the Unanimous Written Consent to such
corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
March 19, 1980, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, said Unanimous Written Consent having been signed and
executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 5,935,900 shares of the Common Stock of the said
New Orleans Public Service Inc., said 5,935,900 shares being
all of the outstanding Common Stock of the said New Orleans
Public Service Inc. and said Common Stock having all of the
voting power and being all of the capital stock of the said
New Orleans Public Service Inc. entitled to vote on the
foregoing amendments to its Restated Articles of
Incorporation; and in and by said Unanimous Written Consent
the said Middle South Utilities, Inc. affirmatively voted all
of said stock in favor of, authorized, consented to, approved
and constituted as the corporate action of the said New
Orleans Public Service Inc., the amendment of its Restated
Articles of Incorporation as hereinabove set forth.
The Restated Articles of Incorporation of said New
Orleans Public Service Inc., as heretofore amended, were not
amended in any other respect than as set forth hereinabove,
and all of the provisions of said Restated Articles of
Incorporation, as heretofore amended and as amended as
hereinabove set forth, relating in any way to the shares of
stock of said New Orleans Public Service Inc. are incorporated
and stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated the
19th day of March. 1980.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
JAMES M. CAIN, President
By: /s/ William C. Nelson
WILLIAM C. NELSON. Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
) ss.:
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and WILLIAM C. NELSON, to me known and
known to me to be the President and the Secretary,
respectively, of NEW ORLEANS PUBLIC SERVICE INC. and the
persons who executed the foregoing instrument in such
capacities, and who, after being first duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
New Orleans Public Service Inc., as its and their free act and
deed, being thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ William C. Nelson
William C. Nelson, Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at New
Orleans, Louisiana, on this l9th day of
March, 1980.
Notary Public
STATEMENT OF CHANGE OF REGISTERED AGENT
FOR SERVICE OF PROCESS FOR NEW ORLEANS PUBLIC SERVICE INC.
UNITED STATES OF AMERICA
STATE OF LOUISIANA
To the Secretary of State:
Pursuant to the provisions of R.S. 12:104, the undersigned
corporation, organized under the laws of the State of Louisiana,
herewith submits the following for the purpose of giving notice
of the termination of authority of a certain agent for service of
process in this state.
The current list of agents for service of process is:
James M. Cain, President
John H. Chavanne, Vice President
and Treasurer
Sherwood A. Cuyler, Vice President 317 Baronne Street,
Hero J. Edwards, Jr., Vice President New Orleans,
Louisiana
Malcolm L. Hurstell, Vice President 70112
William C. Nelson, Vice President &
Secretary
Donald F. Schultz, Vice President
Mr. A. J. Brodtmann previously listed in the Company's 1979
Annual Report to the Secretary of State as serving as an agent
for service of process on behalf of the Company has resigned,
effective November 1, 1980.
The above list of agents for service of process conforms with the
requirements set forth in Article THIRD of the Company's
Restatement of Articles of Incorporation, dated September 30,
1969, which said Article Third has not been since amended and a
certified copy of said Restatement was filed with the Recorder of
Mortgages, Orleans Parish, at MOB 2160, Folio 368 on October 6,
1969.
Dated: July 15, 1981
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Floyd A. Hennen
Floyd A. Hennen
Title: Corporate Counsel &
Assistant Secretary
CERTIFIED COPY OF EXCERPTS FROM MINUTES OF MAY 25, 1981 MEETING
OF BOARD OF DIRECTORS OF NEW ORLEANS PUBLIC SERVICE INC.
Mr. Freeman took the Chair and announced that all directors
elected were qualified to serve. He then asked for nominations
for the presidency of the Company. On motion duly made and
seconded, Mr. James M. Cain, was unanimously elected President.
* * * * * * * * * * * * * *
Whereupon, on motion duly made and seconded, it was unanimously
RESOLVED, that the following named persons be, and hereby
are elected to the offices of the Company appearing after
their respective names for the ensuing year ending May 24,
1982:
John H. Chavanne, Vice President and Treasurer
Sherwood A. Cuyler, Vice President - Public and Regulatory
Affairs
Hero J. Edwards, Jr., Vice President - Operations
Malcolm L. Hurstell, Vice President - Engineering and
Production
William C. Nelson, Vice President - Administration and
Legal,
and Secretary
Donald P. Schultz, Vice President - Corporate Communications
Sterling F. Ohlmeyer, Assistant Treasurer
Floyd A. Hennen, Assistant Secretary
Edwin A. Lupberger, Assistant Secretary & Assistant
Treasurer
Rodney J. Estrade, Assistant Secretary & Assistant Treasurer
--------------------------------------
I, the undersigned, Secretary of New Orleans Public Service Inc.,
hereby certify that the above and foregoing is a true and correct
copy of excerpts from the minutes of the May 25, 1981 meeting of
the Board of Directors of said Company duly called, convened and
held at its office in the City of New Orleans, at which a quorum
was present and acted throughout; that the resolutions therein
contained were unanimously adopted by the vote of said Board,
have not been altered, amended or repealed and are in full force
and effect at the date hereof.
I hereby further certify that the individuals named in the above
and foregoing resolutions as President, Vice Presidents and
Secretary also are agents for the service of process pursuant to
the provisions of Article THIRD of the Company's Restatement of
Articles of Incorporation, dated September 30, 1969, which said
Article THIRD has not been since amended and a certified copy of
said Restatement as filed with the Recorder of Mortgages, Orleans
Parish, at MOB 2160, Folio 368 on October 6, 1969.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
seal of the Company at New Orleans, Louisiana, this 15th day of
July, 1981.
/s/ Floyd A. Hennen
Assistant Secretary
ARTICLES OF AMENDMENT
to the
RESTATEMENT OE ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On January 23, 1984, the shareholders of New Orleans
Public Service Inc., a corporation organized and existing
under the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended the first
sentence of Article SIXTH of the Restatement of Articles of
Incorporation, as amended, of said corporation to read in its
entirety as follows:
The corporate power of this Corporation shall be
vested in, and exercised by, a Board of Directors to be
composed of not less than nine (9) nor more than fifteen
(15) persons, to be elected annually at the annual
meeting of stockholders.
The Restatement of Articles of Incorporation, as amended,
of the said New Orleans Public Service Inc. was amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
January 23, 1984, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 5,935,900 shares of the Common Stock of the said
New Orleans Public Service Inc., said 5,935,900 shares being
al1 of the outstanding Common Stock of the said New Orleans
Public Service Inc. and said Common Stock having all of the
voting power and being all of the capital stock of the said
New Orleans Public Service Inc. entitled to vote onthe
foregoing amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of, authorized,
consented to, approved and constituted as the corporate action
of the said New Orleans Public Service Inc., the amendment of
its Restatement of Articles of Incorporation, as amended, as
hereinabove set forth.
These Articles of Amendment are executed on and dated the
23rd day of January , 1984.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ William H. Talbot
William H. Talbot
Corporate Secretary
ACKNOWLEDGMENT
STATE 0F L0UISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally case and
appeared JAMES M. CAIN and WILLIAM H. TALBOT, to me known and
known to me to be the President and the Corporate Secretary,
respectively, of New Orleans Public Service Inc. and the
persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
doolare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said New Orleans Public Service Inc., as its and their
free act and deed, being thereunto duly authorized.
/s/James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ William H. Talbot
William H. Talbot
Corporate Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me
New Orleans, Louisiana, on this 23rd day
of January, 1984.
/s/ Melvin I. Schwartzman
Notary Public
ARTICLES OF AMENDMENT
to the
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On February 21, 1985, the shareholders of New Orleans
Public Service Inc., a corporation organized and existing
under the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended the first
three paragraphs of Article FIFTH of the Restatement of
Articles of Incorporation, as amended, of said corporation to
read in their entirety as follows:
FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-seven Million Four Hundred
Nine Thousand Eight Hundred Dollars ($77,409,800),
together with the aggregate par value of capital stock
issued after September 1, 1969, by this Corporation as
hereinafter provided.
The total authorized number of shares of capital
stock that may be issued by the Corporation shal1 be
10,347,798 shares, of which 10,000,000 shares shall have
a par value of $10 per share and 347,798 shares shall
have a par value of $100 per share.
The shares of capital stock hereby authorized to be
issued shall be divided among the following classes:
10,000,000 shares of $10 par value per share shall
be Common Stock;
77,798 shares of $100 par value per share shall be
4-3/4% Preferred Stock (hereinafter sometimes
referred to as the "4-3/4% Preferred Stock"); and
270,000 shares of $100 par value per share shall be
Preferred Stock (which, together with such
additional shares thereor as may be hereafter
authorized, is hereinafter sometimes referred to as
the "Preferred Stock").
The Restatement of Articles of Incorporation, as amended,
of the said New Orleans Public Service Inc. was amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
February 21, 1985, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 5,935,900 shares of the Common Stock of the said
New Orleans Public Service Inc., said 5,935,900 shares being
all of the outstanding Common Stock of the said New Orleans
Public Service Inc. and said Common Stock having all of the
voting power and being all of the capital stock of the said
New Orleans Public Service Inc. entitled to vote on the
foregoing amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of, authorized,
consented to, approved and constituted as the corporate action
of the said New Orleans Public Service Inc., the amendment of
its Restatement of Articles of Incorporation, as amended, as
hereinabove set forth.
The Restatement of Articles of Incorporation of said New
Orleans Public Service Inc., as heretofore amended, was not
amended in any other respect than as set forth hereinabove,
and all of the provisions of said Restatement of Articles of
Incorporation, as heretofore amended and as amended as
hereinabove set forth, relating in any way to the shares of
stock of said New Orleans Public Service Inc. are incorporated
and stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated the
21st day of February, 1985.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ W. H. Talbot
W. H. Talbot, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and W. H. TALBOT, to me known and known
to me to be the President and the Secretary, respectively, of
New Orleans Public Service Inc. and the persons who executed
the foregoing instrument in such capacities, and who, after
first being duly sworn by me, did declare and acknowledge that
they signed and executed the foregoing instrument in such
capacities for and in the name of the said New Orleans Public
Service Inc., as its and their free act and deed, being
thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President,
New Orleans Public Service Inc.
/s/ W. H. Talbot
W. H. Talbot, Secretary,
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisian, on this 21st day
of February , 1985.
/s/ Melvin I. Schwartzmann
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On November 21, 1988, the shareholders of New Orleans
Public Service Inc., a corporation organized and existing
under the laws of the State of Louisiana, by a resolution
unanimously adopted by all of the shareholders of said
corporation entitled to vote on the matter, amended the first
three paragraphs of Article FIFTH of the Restatement of
Articles of Incorporation, as amended, of said corporation to
read in their entirety as follows:
FIFTH: The amount of the capital stock of the
Corporation shall be Seventy-seven Million Four Hundred
Nine Thousand Eight Hundred Dollars ($77,409,800),
together with the aggregate par value of capital stock
issued after September 1, 1969, by this Corporation as
hereinafter provided.
The total authorized number of shares of capital
stock that may be issued by the Corporation shall be
10,347,798 shares, of which 10,000,000 shares shall have
a par value of $4 per share and 347,798 shares shall have
a par value of $lO0 per share.
The shares of capital stock hereby authorized to be
issued shall be divided among the following classes:
10,000,000 shares of $4 par value per share
shall be Common Stock;
77,798 shares of $100 par value per share shall
be 4 3/4% Preferred Stock (hereinafter sometimes
referred to as the "4 3/4% Preferred Stock"); and
270,000 shares of $100 par value per share
shall be Preferred Stock (which, together with such
additional shares thereof as may be hereafter
authorized, is hereinafter sometimes referred to as
the "Preferred Stock").
The Restatement of Articles of Incorporation, as amended,
of the said New Orleans Public Service Inc. was amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
November 2l, 1988, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Middle South Utilities,
Inc., which was then and is now the sole owner and shareholder
of record of 8,435,900 shares of the Common Stock of the said
New Orleans Public Service Inc., said 8,435,900 shares being
all of the outstanding Common Stock of the said New Orleans
Public Service Inc. and said Common Stock having all of the
voting power and being all of the capital stock of the said
New Orleans Public Service Inc. entitled to vote on the
foregoing amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous
Written Consent the said Middle South Utilities, Inc.
affirmatively voted all of said stock in favor of, authorized,
consented to, approved and constituted as the corporate action
of the said New Orleans Public Service Inc., the amendment of
its Restatement of Articles of Incorporation, as amended, as
hereinabove set forth.
The Restatement of Articles of Incorporation of said New
Orleans Public Service Inc., as heretofore amended, was not
amended in any other respect than as set forth hereinabove,
and all of the provisions of said Restatement of Articles of
Incorporation, as heretofore amended and as amended as
hereinabove set forth, relating in any way to the shares of
stock of said New Orleans Public Service Inc. are incorporated
and stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated
the 21st day of November, 1988.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ T. O. Lind
Thomas O. Lind, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and THOMAS O. LIND, to me known and
known to me to be the President and the Secretary,
respectively, of New Orleans Public Service Inc. and the
persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acklowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said New Orleans Public Service Inc., as its and their
free act and deed, being thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ Thomas O. Lind
Thomas O. Lind, Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 21st
day of November, 1988.
/s/ W. Brewer, III
Notary Public
My commission is issued for life.
ARTICLES OF AMENDMENT
to the
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
of
NEW ORLEANS PUBLIC SERVICE INC.
On June 12 , 1989, the shareholders of New Orleans Public
Service Inc., a corporation organized and existing under the
laws of the State of Louisiana, by a resolution unanimously
adopted by all of the shareholders of said corporation
entitled to vote on the matter, amended the first sentence of
the first paragraph of Article SIXTH of the Restatement of
Articles of Incorporation, as amended, of said corporation to
read in its entirety as follows:
SIXTH: The corporate power of this Corporation shall
be vested in, and exercised by, a Board of Directors to
be composed of not less than seven (7) nor more than
fifteen (15) persons, to be elected annually at the
annual meeting of stockholders.
The Restatement of Articles of Incorporation, as amended,
of the said New Orleans Public Service Inc. was amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on
June 12, 1989, in accordance with and pursuant to the
authority granted in and by the laws of the State of Louisiana
and particularly, but not by way of limitation, Section 76 of
Title 12 of the Louisiana Revised Statutes of 1950, as
amended, the said Unanimous Written Consent having been signed
and executed on the date aforesaid by Entergy Corporation,
which was then and is now the sole owner and shareholder of
record of 8,435,900 shares of the Common Stock of the said New
Orleans Public Service Inc., said 8,435,900 shares being all
of the outstanding Common Stock of the said New Orleans Public
Service Inc. and said Common Stock having all of the voting
power and being all of the capital stock of the said New
Orleans Public Service Inc. entitled to vote on the foregoing
amendment to its Restatement of Articles of Incorporation, as
amended; and in and by said Unanimous Written Consent the said
Entergy Corporation affirmatively voted all of said stock in
favor of, authorized, consented to, approved and constituted
as the corporate action of the said New Orleans Public Service
Inc., the amendment of its Restatement of Articles of
Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said New
Orleans Public Service Inc., as heretofore amended, was not
amended in any other respect than as set forth hereinabove,
and all of the provisions of said Restatement of Articles of
Incorporation, as heretofore amended and as amended as
hereinabove set forth, relating in any way to the shares of
stock of said New Orleans Public Service Inc. are incorporated
and stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated the
12th day of June, 1989.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ James M. Cain
James M. Cain, President
By: /s/ N. J. Briley
N. J. Briley
Assistant Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA )
)
PARISH OF ORLEANS )
BEFORE ME, the undersigned authority, personally came and
appeared JAMES M. CAIN and N. J. BRILEY, to me known and known
to me to be the President and the Assistant Secretary,
respectively, of New Orleans Public Service Inc. and the
persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said New Orleans Public Inc., as its and their free act
and deed, being thereunto duly authorized.
/s/ James M. Cain
James M. Cain, President
New Orleans Public Service Inc.
/s/ N. J. Briley
N. J. Briley, Assistant Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 12th
day of June, 1989.
/s/ Mary Hull Tooke
Notary Public
My commission is issued for life.
NOTICE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND/OR CHANGE OF REGISTERED AGENT
Name of Corporation: New Orleans Public Service Inc.
Registered Office: 639 Loyola Avenue, New Orleans, LA 70113
Name and Address of Registered Agents(s)
William M. Brewer, III, 225 Baronne Street, 26th Floor, New
Orleans, Louisiana 70112
Thomas O. Lind, 225 Baronne Street, 26th Floor, New Orleans,
Louisiana 70112
Mary Hull Tooker, 225 Baronne Street, 26th Floor, New Orleans,
Louisiana 70112
Date: April 12, 1993
/s/ J. J. Cordaro
To be signed by President,
Vice-President, or Secretary
NOTE If the registered agent is changed, a copy of the resolution
by the Board of Directors of the appointment, certified by
the President, Vice-President or Secretary must also
accompany this report.
ARTICLES OF AMENDMENT
TO THE
RESTATEMENT OF ARTICLES OF INCORPORATION, AS AMENDED,
OF
NEW ORLEANS PUBLIC SERVICE INC.
On May 5, 1994, the stockholders of New Orleans Public
Service Inc., a corporation organized and existing under the laws
of the State of Louisiana, by a resolution unanimously adopted by
all of the shareholders of said corporation entitled to vote on
the matter, amended the first paragraph of Article SIXTH of the
Restatement of Articles of Incorporation, as amended, of said
corporation to read in its entirety as follows:
"SIXTH: The corporate power of this Corporation shall
be vested in, and exercised by, a Board of Directors to
be composed of not less than three (3) nor more than
fifteen (15) persons, to be elected annually at a
meeting of stockholders to be held on any date selected
by the stockholders. The number of persons, within the
foregoing limits, to compose the Board of Directors at
any given time, shall be fixed either by the
stockholders or by the Board of Directors. A majority
of the Board of Directors shall constitute a quorum for
the transaction of business unless the By-Laws of this
Corporation, adopted by the Board of Directors, shall
provide for a lesser number."
The Restatement of Articles of Incorporation, as amended, of
the said New Orleans Public Service Inc. was amended by its
shareholders as aforesaid by the Unanimous Written Consent to
such corporate action of all of the shareholders of said
corporation entitled to vote thereon, signed and executed on May
5, 1994, in accordance with and pursuant to the authority granted
in and by the laws of the State of Louisiana and particularly,
but not by way of limitation, Section 76 of Title 12 of the
Louisiana Revised Statutes of 1950, as amended, the said
Unanimous Written Consent having been signed and executed on the
date aforesaid by Entergy Corporation, which was then and is now
the sole owner and shareholder of record of 8,435,900 shares of
the Common Stock of the said New Orleans Public Service Inc.,
said 8,435,900 shares being all of the outstanding Common Stock
of the said New Orleans Public Service Inc. and said Common Stock
having all of the voting power and being all of the capital stock
of the said New Orleans Public Service Inc. entitled to vote on
the foregoing amendment to its Restatement of Articles of
Incorporation, as amended; and in and by said Unanimous Written
Consent the said Entergy Corporation affirmatively voted all of
said stock in favor of, authorized, consented to, approved and
constituted as the corporate action of the said New Orleans
Public Service Inc., the amendment of its Restatement of Articles
of Incorporation, as amended, as hereinabove set forth.
The Restatement of Articles of Incorporation of said New
Orleans Public Service Inc., as heretofore amended, was not
amended in any other respect than as set forth hereinabove, and
all of the provisions of said Restatement of Articles of
Incorporation, as heretofore amended and as amended as
hereinabove set forth, relating in any way to the shares of stock
of said New Orleans Public Service Inc. are incorporated and
stated in these Articles of Amendment by reference.
These Articles of Amendment are executed on and dated the
21st day of July, 1994.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Glenn E. Harder
Glenn E. Harder, Vice President
By: /s/ Christopher T. Screen
Christopher T. Screen,
Assistant Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF ORLEANS
BEFORE ME, the undersigned authority, personally came and
appeared Glenn E. Harder and Christopher T. Screen, to me known
and known to me to be a Vice President and the Assistant
Secretary, respectively, of New Orleans Public Service Inc. and
the persons who executed the foregoing instrument in such
capacities, and who, after first being duly sworn by me, did
declare and acknowledge that they signed and executed the
foregoing instrument in such capacities for and in the name of
the said New Orleans Public Inc., as its and their free act and
deed, being thereunto duly authorized.
/s/ Glenn E. Harder
Glenn E. Harder, Vice President
New Orleans Public Service Inc.
/s/ Christopher T. Screen
Christopher T. Screen,
Assistant Secretary
New Orleans Public Service Inc.
Sworn to and subscribed before me at
New Orleans, Louisiana, on this 21st day
of July, 1994
/s/ Mary H. Tooke
Notary Public
My Commission is issued for life.
NEW ORLEANS PUBLIC SERVICE INC.
Articles of Amendment Pursuant to La. R.S. 12:32
April 22, 1996
The undersigned corporation, pursuant to La. R.S. 12:32,
submits the following document and sets forth:
1.The name of the corporation is New Orleans Public Service
Inc.
2.As evidenced by the attached Stockholder's Unanimous
Written Approval of Amendment, the following amendment,
effective April 22, 1996, to the Restatement of Articles
of Incorporation, as amended, was proposed by the Board
of Directors of New Orleans Public Service Inc. on April
15, 1996, and was unanimously adopted by the stockholder
of New Orleans Public Service, Inc. 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
Louisiana and the Restatement of Articles of
Incorporation of New Orleans Public Service Inc., as
amended:
RESOLVED, That the Title and Article First of the
Restatement of Articles of Incorporation of New Orleans
Public Service Inc. are amended to read as follows:
"RESTATEMENT OF ARTICLES OF INCORPORATION
OF
ENTERGY NEW ORLEANS, INC."
"FIRST: The name of the Corporation shall be
ENTERGY NEW ORLEANS, INC.", and said Corporation
shall have, possess and exercise all the rights,
powers, privileges, immunities and franchises of the
corporations, parties hereto, and shall be subject
to all the duties and obligations of said respective
corporations; it shall have, enjoy and be possessed
of all the property, real, personal and mixed, of
every kind and nature, owned, possessed and enjoyed
by or for said corporations, parties hereto; it
shall have power to issue bonds and dispose of the
same, in such form and denominations and bearing
such interest as the Board of Directors may
determine, and to secure payment thereof by mortgage
of every and all of the property, franchises,
rights, privileges and immunities of said
Corporation at the time of the consolidation
acquired or thereafter to be acquired and of the
companies, parties hereto; to do all acts and things
which said companies so consolidated or any of them
might have done previous to said consolidation, and
the further right to consolidate with any other
street railway company, electric company or gas
light company, or any other consolidated company.";
and further
RESOLVED, That any additional references to "New Orleans
Public Service Inc." in said Restatement of Articles of
Incorporation, as amended, be changed to "Entergy-New
Orleans, Inc."
3.Pursuant to the Laws of the State of Louisiana and the
Restatement of Articles of Incorporation of New Orleans
Public Service Inc., 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 New Orleans Public Service Inc..
4.The number of shares of common stock of the Corporation
outstanding at the time of such adoption was 8,435,900;
and the number of shares of common stock entitled to vote
thereon was 8,435,900; the number of shares of common
stock voting for the amendment was 8,435,900; the number
of shares of common stock voting against the amendment
was -0- ; the number of shares of preferred
stock of the Corporation outstanding at the time of such
adoption was 197,796, none of which preferred shares were
entitled to vote thereon.
Dated the 22nd day of April, 1996.
NEW ORLEANS PUBLIC SERVICE INC.
By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President and Secretary
By: /s/ Christopher T. Screen
Christopher T. Screen
Assistant Secretary