EXHIBIT 3-13
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:
(S) The Board of Directors has designated Two Hundred Fifty
Thousand (250,000) shares of Serial Preferred Stock as 6.30%
Serial Preferred Stock (Cumulative, $100 Par Value)
(hereinafter referred to as the 6.30% Series), and has
fixed:
(1) The annual dividend rate for the shares of the
6.30% Series at 6.30% of the par value thereof per annum and
dividends thereon shall be cumulative from the date of
original issue.
(2) The redemption price, except as provided in
subparagraphs (4) and (5) below, for the shares of the 6.30%
Series at the following prices per share, applicable to the
redemption periods during which such redemptions occur:
12-Month 12-Month
Period Redemption Period Redemption
Ended Price Ended Price
December 31 Per Share December 31 Per Share
___________ __________ ___________ __________
1993 ..... $106.30 2001 .... $101.26
1994 ..... 105.67 2002 .... 100.63
1995 ..... 105.04 2003 .... 100.00
1996 ..... 104.41 2004 .... 100.00
1997 ..... 103.78 2005 .... 100.00
1998 ..... 103.15 2006 .... 100.00
1999 ..... 102.52 2007 .... 100.00
2000 ..... 101.89 2008 .... 100.00
and at $100 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 January 1, 2004,
redeem any shares of the 6.30% 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 6.30% 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 6.30% per
annum.
(3) The amount payable to the holders of the shares
of the 6.30% 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 $100, together in each case with all
dividends accrued and in arrears thereon to the date of such
liquidation, dissolution or winding-up.
(4) A sinking fund for the benefit of the shares of
the 6.30% Series. So long as there shall remain outstanding
any shares of the 6.30% Series, the Corporation, after full
cumulative dividends upon the outstanding Serial Preferred
Stock of all series shall have been paid, or deemed paid as
heretofore provided, for all past quarter-yearly dividend
periods, and after making payment of or provision for
payment of full dividends on the outstanding Serial
Preferred Stock of all series for the current quarter-yearly
dividend period, shall, on or before December 31 in each
year commencing with the year 2003 to and including 2007,
set aside out of funds legally available therefor as the
sinking fund requirement for each such year an amount in
cash equal to the amount required to redeem, at the Sinking
Fund Redemption Price provided below, 12,500 shares of the
6.30% Series (or if less than 12,500 shares are then
outstanding, such lesser number of shares), and on or before
December 31, 2008, set aside out of funds legally available
therefor as the sinking fund requirement for such year an
amount in cash equal to the amount required to redeem, at
the Sinking Fund Redemption Price provided below, the
balance of the shares of the 6.30% Series outstanding, plus,
in each such year, the amount of all sinking fund
arrearages, if any, with respect to the 6.30% Series;
provided, however, that against the amount so required to be
set aside in any year the Corporation may credit an amount
equal to the Sinking Fund Redemption Price provided below in
respect of any shares of the 6.30% Series which it may have
purchased or redeemed otherwise than through the sinking
fund and not theretofore credited against any sinking fund
requirement for the shares of the 6.30% Series. Unless the
sinking fund requirement for the shares of the 6.30% Series
for all past sinking fund periods shall have been set aside
and are available for application in accordance with this
subparagraph, no dividends shall be paid or declared and no
other distribution shall be made on the stock ranking junior
to the Serial Preferred Stock and no stock ranking junior to
the Serial Preferred Stock shall be redeemed, purchased or
otherwise acquired for value by the Corporation. Commencing
on January 1, 2004, and on each January 1 thereafter, the
Corporation will apply the cash set aside as the sinking
fund requirement for the shares of the 6.30% Series to the
redemption, at the Sinking Fund Redemption Price of $100 per
share, together with all dividends accrued and in arrears
thereon to such date, of shares of the 6.30% Series. All
amounts set aside for the sinking fund for the 6.30% Series
shall be credited first against the sinking fund arrearages,
if any, with respect to the 6.30% Series. If, at any time
when there shall exist sinking fund arrearages with respect
to more than one series of the Serial Preferred Stock, the
Corporation shall set aside any funds (or apply any funds to
purchase or redemption) to satisfy in whole or in part any
such arrearage, all amounts so set aside or applied shall be
applied pro rata as between such series having sinking fund
arrearages in proportion to the amounts of such respective
arrearages.
(5) A non-cumulative option. The Corporation shall
have the non-cumulative option, on any required January
1 sinking fund redemption date as provided in subparagraph
(4) above, to redeem, at the Sinking Fund Redemption Price
provided in subparagraph (4) above, up to 12,500 additional
shares of the 6.30% Series.
(6) The procedure for selection of shares of the
6.30% Series in the case of partial redemption. In every
case of redemption of less than all of the outstanding
shares of the 6.30% Series, the shares to be redeemed shall
be selected pro rata as among the holders of record of
shares of the 6.30% Series, in the same proportions, as
nearly as possible, as the total number of shares of the
6.30% Series held by such holders, respectively, bears to
all of the shares of the 6.30% Series then outstanding.
(7) The treatment of shares of the 6.30% Series
purchased or redeemed by the Corporation. All shares of the
6.30% Series purchased or redeemed by the Corporation shall
be cancelled, shall not be reissued as shares of the 6.30%
Series, and shall constitute authorized but unissued shares
of the Serial Preferred Stock with a par value of One
Hundred Dollars ($100) 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