EXHIBIT 3-12
NEW YORK STATE ELECTRIC & GAS CORPORATION
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF NEW YORK STATE ELECTRIC & GAS CORPORATION PURSUANT
TO SECTION 805 OF THE BUSINESS CORPORATION LAW
We, SHERWOOD J. RAFFERTY and D. W. FARLEY, a Vice President
and the Secretary, respectively, of NEW YORK STATE ELECTRIC & GAS
CORPORATION, do hereby certify as follows:
1. The name of the Corporation is New York State Electric &
Gas Corporation. The name under which it was originally
incorporated was the Ithaca Gas Light Company.
2. The date of filing of the Certificate of Incorporation in
the office of the Secretary of State of the State of New York was
the 28th day of October, 1852.
3. The Certificate of Incorporation of the Corporation is
amended to add a provision as authorized by subparagraph 12 of
Section 801 of the Business Corporation Law stating the
designations, preferences, privileges and voting powers of the
shares of a series of the Serial Preferred Stock of the
Corporation and the restrictions or qualifications thereof.
4. The provisions of the Certificate of Incorporation which
contain the designations, preferences, privileges, voting powers,
restrictions and qualifications of the Serial Preferred Stock of
the Corporation are hereby amended to include the following:
(R) The Board of Directors has designated One Million
(1,000,000) shares of Serial Preferred Stock as 7.40% Serial
Preferred Stock (Cumulative, $25 Par Value) (hereinafter
referred to as the 7.40% Series), and has fixed:
(1) The annual dividend rate for the shares of the
7.40% Series at 7.40% of the par value thereof per
annum and dividends thereon shall be cumulative from
the date of original issue.
(2) The redemption price for the shares of the
7.40% Series at $26.85 per share if redeemed prior to
December 1, 1998 and at $25 per share if redeemed
thereafter, together in each case with all dividends
accrued and in arrears thereon to the date fixed for
such redemption; provided, however, that the
Corporation will not, prior to December 1, 1998, redeem
any shares of the 7.40% Series if such redemption is a
part, or in anticipation, of any refunding operation
involving the application, directly or indirectly, of
borrowed funds or the proceeds of an issue of any stock
ranking superior to or on a parity with the 7.40%
Series if such borrowed funds have an interest rate or
cost to the Corporation, or such stock has a dividend
rate or cost to the Corporation (calculated in each
case in accordance with generally accepted financial
practice), less than 7.64% per annum.
(3) The amount payable to the holders of the
shares of the 7.40% Series in the event of any
voluntary liquidation, dissolution or winding-up of the
Corporation at amounts equal to the respective
redemption prices per share specified in subparagraph
(2) above, and the amount per share payable to the
holders thereof in the event of any involuntary
liquidation, dissolution or winding-up of the
Corporation at $25, together in each case with all
dividends accrued and in arrears thereon to the date of
such liquidation, dissolution or winding-up.
(4) The procedure for selection of shares of the
7.40% Series in the case of partial redemption. In
every case of redemption of less than all of the
outstanding shares of the 7.40% Series, the shares to
be redeemed shall be selected pro rata as among the
holders of record of shares of the 7.40% Series, in the
same proportions, as nearly as possible, as the total
number of shares of the 7.40% Series held by such
holders, respectively, bears to all of the shares of
the 7.40% Series then outstanding.
(5) The treatment of shares of the 7.40% Series
purchased or redeemed by the Corporation. All shares of
the 7.40% Series purchased or redeemed by the
Corporation shall be cancelled, shall not be reissued
as shares of the 7.40% Series, and shall constitute
authorized but unissued shares of the Serial Preferred
Stock with a par value of Twenty-Five Dollars ($25) per
share of the Corporation.
5. The amendment of the Certificate of Incorporation as set
forth herein was authorized by the Board of Directors of the
Corporation in accordance with Section 502(d) of the Business
Corporation Law.
IN WITNESS WHEREOF, we have subscribed and D.W. Farley has
verified this Certificate this 15th day of December, 1993.
/s/ SHERWOOD J. RAFFERTY
SHERWOOD J. RAFFERTY
Vice President
/s/ D. W. FARLEY
D. W. FARLEY
Secretary
STATE OF NEW YORK )
) ss.:
COUNTY OF TOMPKINS)
D. W. FARLEY, being duly sworn, deposes and says, that he is
Vice President and Secretary of New York State Electric & Gas
Corporation, the Corporation named in and described in the
foregoing Certificate, that he has read and signed the foregoing
Certificate and the statements contained therein are true.
/s/ D. W. FARLEY
D. W. FARLEY
Subscribed and sworn to before me this
15th day of December, 1993.
/s/ ALICE M. JORDAN
ALICE M. JORDAN
Notary Public
State of New York
Qualified in Tioga County
Commission expires 9/30/94
STATE OF NEW YORK
PUBLIC SERVICE COMMISSION
Albany, NY, December 16, 1993
CASE 93-M-0744-Petition of New York State Electric & Gas
Corporation for authority to issue and sell long-term debt,
preferred stock and common stock pursuant to a multi-year
financing plan and to negotiate a Revolving Credit Agreement.
* * * *
The Public Service Commission hereby consents to and approves
this Certificate of Amendment of the Certificate of Incorporation
of New York State Electric & Gas Corporation under Section 805 of
the Business Corporation Law, executed December 16, 1993, in
accordance with the order of the Public Service Commission dated
December 1, 1993.
By the Commission
/s/ J. J. KELLIHER
Secretary
NEW YORK STATE ELECTRIC & GAS CORPORATION
CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION
OF NEW YORK STATE ELECTRIC & GAS CORPORATION PURSUANT
TO SECTION 805 OF THE BUSINESS CORPORATION LAW
STATE OF NEW YORK
DEPARTMENT OF STATE
FILED December 20, 1993
TAX $ NONE
FILING FEE $60