CERTIFICATE RESTATING
CERTIFICATE OF INCORPORATION OF
THE CONNECTICUT LIGHT AND POWER COMPANY
BY ACTION OF THE BOARD OF DIRECTORS
Pursuant to CONN. GEN. STAT. Section 33-362 (1993), the following document
entitled "Restated Certificate of Incorporation of The Connecticut Light and
Power Company", which integrates into one document the certificate of
incorporation of The Connecticut Light and Power Company, restates but does not
change the provisions of the original certificate of incorporation as
supplemented and amended and there is no discrepancy between such provisions and
the provisions of the restated certificate of incorporation.
The Restated Certificate of Incorporation of The Connecticut Light and
Power Company shall be executed by the Company and be filed in accordance with
the provisions of CONN. GEN. STAT. Section 33-285 (1993).
RESTATED CERTIFICATE OF INCORPORATION OF
THE CONNECTICUT LIGHT AND POWER COMPANY
ARTICLE I
NAME OF CORPORATION
The name of this company shall be THE CONNECTICUT LIGHT AND POWER
COMPANY.
ARTICLE II
PRINCIPAL PLACE OF BUSINESS
The principal place of business of the Company shall be located at 107
Selden Street, Berlin, Connecticut.
ARTICLE III
NATURE OF BUSINESS
The nature of the business to be transacted by the Company shall be that
of an electric company and any other business permitted to a corporation
formed under the Stock Corporation Act of the State of Connecticut, as
amended from time to time, and the Company may engage in any lawful act or
activity for which corporations may be formed under the Stock Corporation Act
of the State of Connecticut, as amended from time to time. The Company shall
have all of the powers granted to stock corporations under the Stock
Corporation Act of the State of Connecticut, as amended from time to time.
In addition, the Company shall have all of the powers, rights and franchises
granted to Connecticut public service companies or electric companies
generally, or specially granted to the Company or its predecessor companies,
by the provisions of the General Statutes or Special Acts of Connecticut,
including, without limitation, the powers, rights and franchises, whether of
a public or private nature, and the special rights, privileges and
immunities, to engage in any business and to carry on its business in any
area granted to the Company or its predecessor companies by the provisions of
the Connecticut Special Acts listed in Exhibit A to this Restated Certificate
of Incorporation, and the Company shall continue to be entitled to such
franchises and special rights, privileges and immunities without reciting
such provisions in this Restated Certificate of Incorporation.
ARTICLE IV
CAPITAL STOCK
PART I
AMOUNT AND CLASSES OF AUTHORIZED STOCK
The capital stock of the Company shall consist of three classes designated,
respectively, "Preferred Stock," "Class A Preferred Stock" and "Common Stock."
The authorized number of shares of Preferred Stock is 9,000,000 shares of the
par value of $50 per share. The authorized number of shares of Class A
Preferred Stock is 8,000,000 shares of the par value of $25 per share. The
authorized number of shares of Common Stock is 24,500,000 shares of the par
value of $10 per share.
The Preferred Stock and the Class A Preferred Stock are hereinafter for
convenience of reference sometimes collectively referred to as the "Senior
Stock," and either class may hereinafter individually be referred to as "Senior
Stock." Shares of Preferred Stock and shares of Class A Preferred Stock shall
rank on a parity in respect of dividends or payment in case of liquidation, and,
to the extent not fixed and determined by these Sections or otherwise required
by law, shall have the same rights, preferences and powers.
PART TWO
PROVISIONS WITH RESPECT TO THE CLASSES OF SENIOR STOCK
Shares of the class of Preferred Stock and shares of the class of Class A
Preferred Stock shall be issued in accordance with, and the general terms,
limitations and relative rights and preferences of each share of either said
class shall be as set out in, the following Sections:
SECTION I
ISSUANCE OF SENIOR STOCK
Shares of Preferred Stock may be issued from time to time in one or more
series, in such amounts, on such terms and for such consideration as may be
determined by the Board of Directors. Shares of Class A Preferred Stock may be
issued from time to time in one or more series, in such amounts, on such terms
and for such consideration as may be determined by the Board of Directors. To
the extent not fixed and determined by these Sections, the series designation,
dividend rate, redemption prices, and sinking funds, conversion, participation
and other special rights, if any, of each series of either class of Senior Stock
shall be determined by the Board of Directors at the time of its vote to issue
such class and series.
SECTION II
DIVIDENDS
Section 1. The holders of any series of either class of the Senior Stock
shall receive, when declared by the Board of Directors, preferential dividends
at such rate and payable on such dividend payment dates in each year as said
Board may determine at the time of its vote to issue said class and series, such
dividends to be payable to Senior Stockholders of record on such dates as may
be fixed by said Board, but not more than 45 days before each dividend date,
provided, however, that dividends shall not be declared and set apart for
payment, or paid, on Senior Stock of any one class and series, for any dividend
period, unless dividends have been or are contemporaneously declared and set
apart for payment, or paid, on the Senior Stock of all series for all dividend
periods terminating on the same or an earlier date.
Section 2. Dividends on each share of the Senior Stock shall be cumulative
from the date of issue thereof or from such earlier date as the Board of
Directors may determine at the time of its vote to issue such share.
Section 3. Unless full cumulative dividends to the last preceding dividend
date shall have been paid or set apart for payment on all outstanding shares of
Senior Stock no dividend shall be paid on any junior stock. The term "junior
stock" as used in these Sections means Common Stock and any other stock of the
Company subordinate to the Senior Stock in respect of dividends or payment in
case of liquidation.
Section 4. So long as any shares of Senior Stock are outstanding, the
Company shall not declare any dividends or make any other distributions in
respect of outstanding shares of any junior stock of the Company, other than
dividends or distributions in shares of junior stock, or purchase or otherwise
acquire for value any outstanding shares of junior stock (the declaration of any
such dividend or the making of any such distribution, purchase or acquisition
being herein called a "junior stock payment") in contravention of the following:
(a) If and so long as the junior stock equity (hereinafter defined),
adjusted to reflect the proposed junior stock payment, at the end of the
calendar month immediately preceding the calendar month in which the proposed
junior stock payment is to be made is less than 20% of total capitalization
(hereinafter defined) at that date, the Company shall not make such junior stock
payment in an amount which, together with all other junior stock payments made
within the year ending with and including the date on which the proposed junior
stock payment is to be made, exceeds 50% of the net income of the Company
available for dividends on junior stock for the 12 full calendar months
immediately preceding the calendar month in which such junior stock payment is
made, except in an amount not exceeding the aggregate of junior stock payments
which under the restrictions set forth above in this subsection (a) could have
been, and have not been, made.
(b) If and so long as the junior stock equity, adjusted to reflect
the proposed junior stock payment, at the end of the calendar month immediately
preceding the calendar month in which the proposed junior stock payment is to
be made is less than 25% but not less than 20% of the total capitalization at
that date, the Company shall not make such junior stock payment in an amount
which, together with all other junior stock payments made within the year ending
with and including the date on which the proposed junior stock payment is to be
made, exceeds 75% of the net income of the Company available for dividends on
the junior stock for the 12 full calendar months immediately preceding the
calendar month in which such junior stock payment is made, except in an amount
not exceeding the aggregate of junior stock payments which under the
restrictions set forth above in this subsection (b) could have been, and have
not been, made.
Section 5. The term "junior stock equity" as used in these Sections means
the aggregate of the par value of, or stated capital represented by, the
outstanding shares of junior stock, all earned surplus, capital or paid-in
surplus, and any premiums on the junior stock then carried on the books of the
Company, less:
(a) the excess, if any, of the aggregate amount payable on
involuntary liquidation of the Company upon all outstanding shares of the Senior
Stock over the sum of (i) the aggregate par or stated value of such shares and
(ii) any premiums thereon;
(b) any amounts on the books of the Company known, or estimated if
known, to represent the excess, if any, of recorded value over original cost of
used or useful utility plant; and
(c) any intangible items set forth on the asset side of the balance
sheet of the Company as a result of accounting convention, such as unamortized
debt discount and expense, provided, however, that no deductions shall be
required to be made in respect of items referred to in subsections (b) and (c)
of this Section 5 in cases in which such items are being amortized or are
provided for, or are being provided for, by reserves.
Section 6. The term "total capitalization" as used in these Sections means
the aggregate of:
(a) the principal amount of all outstanding indebtedness of the
Company maturing more than 12 months after the date of issue thereof, and
(b) the par value or stated capital represented by, and any premiums
carried on the books of the Company in respect of, the outstanding shares of all
classes of the capital stock of the Company, earned surplus, and capital or
paid-in surplus, less any amounts required to be deducted pursuant to
subsections (b) and (c) of Section 5 of this Section II in the determination of
junior stock equity.
SECTION III
REDEMPTION OR PURCHASE OF SENIOR STOCK
Section 1. All or any part of any series of the Senior Stock at any time
outstanding may be called by vote of the Board of Directors for redemption at
any time and in the manner hereinbelow provided. If less than all of any series
of the Senior Stock is so called, the Transfer Agent shall determine by lot, or
in some other proper manner approved by the Board of Directors, the shares of
such series of Senior Stock to be called. The redemption prices with respect
to any series of the Senior Stock shall be determined by the Board of Directors
at the time of its vote to issue said series.
Section 2. No call for redemption of less than all of the Senior Stock
outstanding shall be made if the Company shall be in arrears with respect to
payment of dividends on any shares of the Senior Stock outstanding.
Section 3. Subject to the provisions of Section 2 of this Section III, all
or any part of any series of the Senior Stock may be called for redemption
without calling any part or all of any other series of the Senior Stock.
Section 4. The sums payable in respect of any Senior Stock so called shall
be payable at the office of an incorporated bank or trust company in good
standing. Notice of such call, stating the redemption date and the place where
the stock so called is payable shall be mailed not less than 30 days before the
redemption date to each holder of stock so called at his address as it appears
upon the books of the Company.
Section 5. The Company shall, before the redemption date, deposit with
said bank or trust company all sums payable with respect to the Senior Stock so
called. After such mailing and deposit the holders of the Senior Stock so
called for redemption shall cease to have any right to future dividends or other
rights or privileges as stockholders in respect of such stock and shall be
entitled only to the payment on the redemption date of the sums so deposited
with said bank or trust company for their respective accounts. Stock so
redeemed may be reissued but only subject to the limitations imposed by these
Sections upon the issue of Senior Stock.
Section 6. The Company may at any time purchase all or any of the then
outstanding shares of the Senior Stock of any class and series upon the best
terms reasonably obtainable, but not exceeding the then current redemption price
of such shares, except that no such purchase shall be made if the Company shall
be in arrears with respect to payment of dividends on any shares of the Senior
Stock outstanding or if there shall exist an event of default as defined in
Section V hereof.
SECTION IV
AMOUNTS PAYABLE ON LIQUIDATION
The holders of any series of the Senior Stock shall receive upon any
voluntary liquidation, dissolution or winding up of the Company the then current
redemption price of such series and, if such action is involuntary, $50 per
share in the case of the Preferred Stock and $25 per share in the case of the
Class A Preferred Stock, plus in each case all dividends accrued and unpaid to
the date of such payment, before any payment in liquidation is made on any
junior stock. If the net assets of the Company shall be insufficient to pay
said amounts in full, then the entire net assets of the Company shall be
distributed among the holders of the Senior Stock, who shall receive a common
percentage of the full respective preferential amounts.
SECTION V
VOTING POWERS
Section 1. Except as provided in these Sections and as provided by law,
the holders of the Senior Stock shall have no voting power or right to notice
of any meeting.
Section 2. Whenever the holders of the Senior Stock shall have the
right to vote or consent to an action as provided in these Sections or as
provided by law, both classes of Senior Stock shall (except as provided below)
vote together as a single class, each outstanding share of Preferred Stock
entitled to vote and each outstanding share of Class A Preferred Stock entitled
to vote having such voting rights as are proportionate to the ratio of (i) the
par value represented by such share to (ii) the par value represented by all
shares of Senior Stock then outstanding. Whenever only one class of the Senior
Stock shall have the right to vote or consent to an action as provided in these
Sections or as provided by law, or whenever each class of the Senior Stock shall
be entitled or be required to vote as a separate class on a matter, each
outstanding share of such class entitled to vote shall be entitled to one vote
on each such matter.
Section 3. Whenever dividends on any share of the Senior Stock shall be
in arrears in an amount equal to or exceeding full dividends for one year
thereon, or whenever there shall have occurred some default in the observance
of any of the provisions of these Sections, or some default on which action has
been taken by the bondholders or the trustees of any indenture of mortgage or
deed of trust of the Company, or whenever the Company shall have been declared
bankrupt or a receiver of its property shall have been appointed (said
conditions being herein called "events of default"), then the holders of the
Senior Stock shall be given notice of all stockholders' meetings and shall have
the right voting together as a class to elect the smallest number of directors
necessary to constitute a majority of the Board of Directors of the Company and
the exclusive right voting together as a class to amend the By-Laws to make such
appropriate increase in the number of directorships as may be required to effect
such election. When all such arrears of dividends shall have been paid and such
event of default shall have terminated, all the rights and powers of the holders
of the Senior Stock to receive notice and to vote shall cease, subject to being
again revived on any subsequent event of default.
Section 4. Whenever the right to elect directors shall have accrued to the
holders of the Senior Stock, the Company shall call a meeting for the election
of directors and, if necessary, the amendment of the By-Laws to permit the
holders of the Senior Stock to exercise their rights pursuant to Section 3 of
this Section V, such meeting to be held not less than 45 days and not more than
90 days after the accrual of such rights. When such rights shall cease, the
Company shall, within seven days from the delivery to the Company of a written
request therefor by any stockholder, cause a meeting of the stockholders to be
held within 30 days from the delivery of such request for the purpose of
electing a new Board of Directors. Forthwith, upon the election of such new
Board of Directors, the directors in office immediately prior to such election
(other than persons elected directors in such election) shall be deemed removed
from office without further action by the Company.
SECTION VI
ACTION REQUIRING CERTAIN CONSENT OF
SENIOR STOCKHOLDERS
Section 1. Except with the consent of the holders of at least two-thirds
(2/3) of the Senior Stock at the time outstanding, or at least two-thirds (2/3)
of the class of Senior Stock affected if only one such class is affected, given
in writing or by vote at a meeting duly called and held for the purpose, the
Company shall not authorize or issue any class of capital stock having a
priority over the Senior Stock in respect of the payment of dividends or
payments in case of liquidation, dissolution or winding up of the Company or
issue any shares of any such prior ranking stock more than 12 months after the
date of such authorization.
Section 2. Except with the consent of the holders of at least two-thirds
(2/3) of the Senior Stock at the time outstanding, or at least two-thirds (2/3)
of the class of Senior Stock affected if only one such class is affected, given
in writing or by vote at a meeting duly called and held for the purpose, the
Company shall not amend, alter, or repeal any of the rights, preferences or
powers of the holders of the Senior Stock or either class of the Senior Stock
so as to affect adversely any such rights, preferences or powers; provided,
however, that no reduction of the dividend rate, the redemption prices, or the
amount to be paid on liquidation with respect to any share of the Senior Stock
or either class of the Senior Stock may be made without the consent of the
holder thereof and no such reduction with respect to the shares of any
particular series of the Senior Stock shall be made without the consent of all
the holders of shares of such series.
Section 3. So long as any of the Senior Stock is outstanding neither the
authorized total number of shares nor the authorized aggregate of stated value
or par value of the Senior Stock and stock ranking on a parity with the Senior
Stock in respect of the payment of dividends or payments in case of liquidation,
dissolution or winding up of the Company shall be increased beyond 9,000,000
shares of Preferred Stock, 8,000,000 shares of Class A Preferred Stock,
$450,000,000 aggregate of stated value or par value of Preferred Stock and
$200,000,000 aggregate of stated value or par value of Class A Preferred Stock,
unless such increase is approved, at a stockholders' meeting duly called and
held, by the affirmative vote of the holders of at least two-thirds (2/3) of the
Senior Stock, or at least two-thirds (2/3) of the class of Senior Stock affected
if only one such class is affected, represented in person or by proxy at said
meeting or of such larger number of shares as the then applicable statutes of
the State of Connecticut may require for such purpose.
Section 4. Except with the consent of the holders of a majority of the
Senior Stock at the time outstanding, given in writing or by vote at a meeting
duly called and held for the purpose, the Company shall not:
1. Issue or assume any unsecured notes, unsecured debentures or other
securities representing unsecured debt (other than for the purpose of refunding
or renewing outstanding unsecured securities issued or assumed by the Company
resulting in equal or longer maturities or redeeming or otherwise retiring all
outstanding shares of the Senior Stock) if immediately after such issue or
assumption (a) the total outstanding principal amount of all unsecured notes,
unsecured debentures or other securities representing unsecured debt of the
Company will thereby exceed 20% of the aggregate of all outstanding secured debt
of the Company and the capital stock, premiums thereon, and surplus of the
Company, as stated on its books, or (b) the total outstanding principal amount
of all unsecured notes, unsecured debentures or other securities representing
unsecured debt of the Company of maturities of less than 10 years will thereby
exceed 10% of the aggregate of all outstanding secured debt of the Company and
the capital stock, premiums thereon, and surplus of the Company, as stated on
its books. For the purposes of this subsection (1), the payment due upon the
maturity of unsecured debt having an original single stated maturity of 10 years
or more shall not be regarded as unsecured debt with a maturity of less than 10
years until within three years of the maturity thereof, and none of the payments
due upon any unsecured serial debt having an original stated maturity for the
final serial payment of 10 years or more shall be regarded as unsecured debt of
a maturity of less than 10 years until within three years of the maturity of the
final serial payment.
2. Issue, sell or otherwise dispose of any shares of the then
authorized but unissued Senior Stock or any other stock ranking on a parity with
or having a priority over the Senior Stock in respect of dividends or payment
in case of liquidation, or reissue, sell or otherwise dispose of any reacquired
shares of Senior Stock or such other stock, other than to refinance an equal par
value or stated value of Senior Stock or of stock ranking on a parity with the
Senior Stock in respect of dividends or payment in case of liquidation,
(i) if, for a period of 12 consecutive calendar months within
15 calendar months immediately preceding the calendar month in which
any such shares shall be issued, the Income before Interest Charges
of the Company for said period available for the payment of interest,
determined in accordance with the systems of accounts then prescribed
for the Company by the Department of Public Utility Control of the
State of Connecticut (or by such other official body as may then have
authority to prescribe such systems of accounts), but in any event
after deducting taxes including taxes based on income and the amount
charged by the Company on its books to depreciation expense,
(including, in any case in which such stock is to be issued, sold or
otherwise disposed of in connection with the acquisition of any
property, the Income before Interest Charges of the property to be so
acquired, computed as nearly as practicable in the manner specified
above) shall not have been at least one and one-half (1 1/2) times
the sum of (a) the interest charges for one year on all indebtedness
which shall then be outstanding (including any indebtedness proposed
to be created in connection with the issue, sale or other disposition
of such shares, but not including any indebtedness proposed to be
retired in connection with such issue, sale or other disposition or
indebtedness held by or for the account of the Company) and (b) such
rental charges as shall not be deducted in such determination of
Income before Interest Charges and (c) an amount equal to all annual
dividend requirements on all outstanding shares of the Senior Stock
and all other stock, if any, ranking on a parity with or having
priority over the Senior Stock as to dividends or payment in case of
liquidation, including the shares proposed to be issued, but not
including any shares proposed to be retired in connection with such
issue, sale or other disposition; or
(ii) if such issue, sale or disposition would bring the
aggregate of the amount payable in connection with an involuntary
liquidation of the Company with respect to all shares of the Senior
Stock and all shares of stock, if any, ranking on a parity with or
having priority over the Senior Stock as to dividends or payment in
case of liquidation to an amount in excess of the sum of the junior
stock equity. If for the purposes of meeting the requirements of
this clause (ii), it shall have been necessary to take into
consideration any earned surplus of the Company, the Company shall
not thereafter pay any dividends on or make any distributions in
respect of, or make any payment for the purchase or other acquisition
of junior stock which would result in reducing the junior stock
equity to an amount less than the amount payable on involuntary
liquidation of the Company with respect to the Senior Stock and all
shares ranking on a parity with or having a priority over the Senior
Stock in respect of dividends or payment in case of liquidation at
the time outstanding.
If during the period for which Income before Interest Charges is to be
determined for the purpose set forth in this subsection (2), the amount, if any,
required to be expended by the Company during such period for property additions
pursuant to a renewal and replacement fund or similar fund established under any
indenture of mortgage or deed of trust of the Company shall exceed the amount
deducted during such period in the determination of such Income before Interest
Charges on account of depreciation and amortization of electric and gas plant
acquisition adjustments, such excess shall also be deducted in determining such
Income before Interest Charges.
If, pursuant to this Section 4, holders of one-third (1/3) of the aggregate
voting rights represented by the shares of the Senior Stock then outstanding
dissent in writing from or vote against any proposed action, action shall not
be taken unless subsequently authorized in compliance with all provisions of
this Section 4, including this sentence.
Section 5. No share of Senior Stock shall be deemed to be "outstanding"
within the meaning of this Section VI or of Section VII if, at or prior to the
time when the consent or approval herein or therein referred to would otherwise
be required, provision shall be made for its redemption, including a deposit
complying with the requirements of Section 5 of Section III.
SECTION VII
MERGER, CONSOLIDATION OR SALE OF ALL ASSETS
Except with the consent of the holders of a majority of the Senior Stock
at the time outstanding, given in writing or by vote at a meeting duly called
and held for the purpose, the Company shall not merge or consolidate with or
into any other corporation or sell or otherwise dispose of all or substantially
all of its assets (except by mortgage or pledge) unless such merger,
consolidation, sale or other disposition, or the issuance or assumption of
securities in the effectuation thereof shall have been ordered, approved or
permitted under the Public Utility Holding Company Act of 1935.
SECTION VIII
NO PREEMPTIVE RIGHT
The holders of the Senior Stock shall have no preemptive right to subscribe
to any future issue of additional shares of the Senior Stock or of any other
preferred stock or any other class of stock now or hereafter authorized, nor for
any future issue of bonds, notes or other evidence of indebtedness convertible
into stock.
SECTION IX
IMMUNITY OF DIRECTORS
OFFICERS AND AGENTS
No director, officer or agent of the Company shall be held personally
responsible for any action taken in good faith though subsequently adjudged to
be in violation of these Sections.
SECTION X
TRANSFER AGENT
The Company shall always have at least one Transfer Agent for the Senior
Stock, which shall be an incorporated bank or trust company of good standing.
PART THREE
PROVISIONS WITH RESPECT TO THE SERIES OF PREFERRED STOCK
SECTION I
There shall be a series of Preferred Stock designated "$2.00 Preferred
Stock" and consisting of 336,088 shares with an aggregate par value of
$16,804,000 and a par value per share of $50.00. The dividend rate, redemption
prices and amounts payable on liquidation, dissolution or winding up of the
Company as to said $2.00 Preferred Stock shall be as follows:
(a) Dividends on said $2.00 Preferred Stock shall be at the rate of
$2.00 per share per annum, and no more, and shall be cumulative from May
1, 1947. Said dividends, when declared, shall be payable on the first
days of February, May, August and November in each year.
(b) Redemption Prices of said $2.00 Preferred Stock shall be $55.50
per share if redeemed on or before May 1, 1952, $54.50 per share if
redeemed after May 1, 1952 and on or before May 1, 1957, and $54.00 per
share if redeemed after May 1, 1957, plus in all cases that portion of the
quarterly dividend accrued thereon to the redemption date and all unpaid
dividends thereon, if any.
(c) Amounts Payable on Liquidation to each holder of said $2.00
Preferred Stock upon any voluntary liquidation, dissolution or winding up
of the Company shall be the then current redemption price thereof and, if
such action is involuntary, $50.00 per share, plus in each case all
dividends accrued and unpaid to date of such payment.
SECTION II
There shall be a series of Preferred Stock designated "$1.90 Preferred
Stock" and consisting of 163,912 shares with an aggregate par value of
$8,195,600 and a par value per share of $50.00. The dividend rate, redemption
prices and amounts payable on liquidation, dissolution or winding up of the
Company as to said $1.90 Preferred Stock shall be as follows:
(a) Dividends on said $1.90 Preferred Stock shall be at the rate of
$1.90 per share per annum, and no more, and shall be cumulative from May
1, 1947. Said dividends, when declared, shall be payable on the first
days of February, May, August and November in each year.
(b) Redemption Prices of said $1.90 Preferred Stock shall be $54.00
per share if redeemed on or before May 1, 1952, $53.00 per share if
redeemed after May 1, 1952 and on or before May 1, 1957, and $52.50 per
share if redeemed after May 1, 1957, plus in all cases that portion of the
quarterly dividend accrued thereon to the redemption date and all unpaid
dividends thereon, if any.
(c) Amounts Payable on Liquidation to each holder of said $1.90
Preferred Stock upon any voluntary liquidation, dissolution or winding up
of the Company shall be the then current redemption price thereof and, if
such action is involuntary, $50.00 per share, plus in each case all
dividends accrued and unpaid to date of such payment.
SECTION III
There shall be a series of Preferred Stock designated "$2.20 Preferred
Stock" and consisting of 200,000 shares with an aggregate par value of
$10,000,000 and a par value per share of $50.00. The dividend rate, redemption
prices and amounts payable on liquidation, dissolution or winding up of the
Company as to said $2.20 Preferred Stock shall be as follows:
(a) Dividends on said $2.20 Preferred Stock, shall be at the rate of
$2.20 per share per annum, and no more, and shall be cumulative from May
1, 1949. Said dividends, when declared, shall be payable on the first
days of February, May, August and November in each year.
(b) Redemption Prices of said $2.20 Preferred Stock shall be $54.00
per share if redeemed on or before May 1, 1954, $53.00 per share if
redeemed after May 1, 1954 and on or before May 1, 1959, and $52.50 per
share if redeemed after May 1, 1959, plus in all cases that portion of the
quarterly dividend accrued thereon to the redemption date and all unpaid
dividends thereon, if any.
(c) Amounts Payable on Liquidation to each holder of said $2.20
Preferred Stock upon any voluntary liquidation, dissolution or winding up
of the Company shall be the then current redemption price thereof and, if
such action is involuntary, $50.00 per share, plus in each case all
dividends accrued and unpaid to date of such payment.
SECTION IV
There shall be a series of Preferred Stock designated "$2.04 Preferred
Stock" and consisting of 100,000 shares with an aggregate par value of
$5,000,000 and a par value per share of $50.00. The dividend rate, redemption
prices and amounts payable on liquidation, dissolution or winding up of the
Company as to said $2.04 Preferred Stock shall be as follows:
(a) Dividends on said $2.04 Preferred Stock shall be at the rate of
$2.04 per share per annum, and no more, and shall be cumulative from
November 1, 1949. Said dividends, when declared, shall be payable on the
first days of February, May, August and November in each year.
(b) Redemption Prices of said $2.04 Preferred Stock shall be $54.50
per share if redeemed on or before November 1, 1954, $52.50 per share if
redeemed after November 1, 1954 and on or before November 1, 1959, and
$52.00 per share if redeemed after November 1, 1959, plus in all cases
that portion of the quarterly dividend accrued thereon to the redemption
date and all unpaid dividends thereon, if any.
(c) Amounts Payable on Liquidation to each holder of said $2.04
Preferred Stock upon any voluntary liquidation, dissolution or winding up
of the Company shall be the then current redemption price thereof and, if
such action is involuntary, $50.00 per share, plus in each case all
dividends accrued and unpaid to date of such payment.
SECTION V
There shall be a series of Preferred Stock designated "$2.06 Preferred
Stock-Series E" and consisting of 200,000 shares with an aggregate par value of
$10,000,000 and a par value per share of $50.00. The dividend rate redemption
prices and amounts payable on liquidation, dissolution or winding up of the
Company as to said $2.06 Preferred Stock-Series E shall be as follows:
(a) Dividends on said $2.06 Preferred Stock-Series E shall be the
rate of $2.06 per share per annum, and no more, and shall be cumulative
from May 1, 1954. Said dividends, when declared, shall be payable on the
first days of February, May, August and November in each year.
(b) Redemption Prices of said $2.06 Preferred Stock-Series E shall
be $52.00 per share if redeemed on or before May 1, 1959, $51.50 per share
if redeemed after May 1, 1959 and on or before May 1, 1964, and $51.00 per
share if redeemed after May 1, 1964, plus in all cases that portion of the
quarterly dividend accrued thereon to the redemption date and all unpaid
dividends thereon, if any.
(c) Amounts Payable on Liquidation to each holder of said $2.06
Preferred Stock-Series E upon any voluntary liquidation, dissolution or
winding up of the Company shall be the then current redemption price
thereof and, if such action is involuntary, $50.00 per share, plus in each
case all dividends accrued and unpaid to date of such payment.
SECTION VI
There shall be a series of Preferred Stock designated "$2.09 Preferred
Stock-Series F" and consisting of 100,000 shares with an aggregate par value of
$5,000,000 and a par value per share of $50.00. The dividend rate, redemption
prices and amounts payable on liquidation, dissolution or winding up of the
Company as to said $2.09 Preferred Stock-Series F shall be as follows:
(a) Dividends on said $2.09 Preferred Stock-Series F shall be at the
rate of $2.09 per share per annum, and no more, and shall be cumulative
from November 1, 1955. Said dividends, when declared, shall be payable on
the first days of February, May, August and November in each year.
(b) Redemption Prices of said $2.09 Preferred Stock-Series F shall
be $52.00 per share if redeemed on or before November 1, 1960, $51.50 per
share if redeemed after November 1, 1960 and on or before November 1,
1965, and $51.00 per share if redeemed after November 1, 1965, plus in all
cases that portion of the quarterly dividend accrued thereon to the
redemption date and all unpaid dividends thereon, if any.
(c) Amounts Payable on Liquidation to each holder of said $2.09
Preferred Stock-Series F upon any voluntary liquidation, dissolution or
winding up of the Company shall be the then current redemption price
thereof and, if such action is involuntary, $50.00 per share, plus in each
case all dividends accrued and unpaid to date of such payment.
SECTION VII
There shall be a series of Preferred Stock designated "$3.24 Preferred
Stock-Series G" and consisting of 300,000 shares with an aggregate par value of
$15,000,000 and a par value per share of $50.00. The dividend rate and
redemption prices of said $3.24 Preferred Stock-Series G shall be as follows:
(a) Dividends on said $3.24 Preferred Stock-Series G shall be at the
rate of $3.24 per share per annum, and no more, and shall be cumulative
from January 1, 1968. Said dividends, when declared, shall be payable on
the first days of January, April, July and October in each year.
(b) Redemption Prices of said $3.24 Preferred Stock-Series G shall
be $54.27 per share if redeemed on or before January 1, 1973, $53.46 per
share if redeemed after January 1, 1973 and on or before January 1, 1978,
$52.65 per share if redeemed after January 1, 1978 and on or before
January 1, 1983 and $51.84 per share if redeemed after January 1, 1983,
plus in all cases that portion of the quarterly dividend accrued thereon
to the redemption date and all unpaid dividends thereon, if any.
SECTION VIII
There shall be a series of Preferred Stock designated "3.90% Preferred
Stock" and consisting of 160,000 shares with an aggregate par value of
$8,000,000 and a par value per share of $50.00. The dividend rate and
redemption prices of said series of Preferred Stock shall be as follows:
(a) Dividends on said 3.90% Preferred Stock shall be at the rate of
3.90% per share per annum and no more, and shall be cumulative from
September 1, 1949. Said dividends, when declared, shall be payable on the
first days of March, June, September and December in each year.
(b) Redemption Prices of said 3.90% Preferred Stock shall be $50.50
per share, plus that portion of the quarterly dividend accrued thereon up
to the redemption date and all unpaid dividends thereon, if any.
SECTION IX
There shall be a series of Preferred Stock designated "4.50% Preferred
Stock" and consisting of 104,000 shares with an aggregate par value of
$5,200,000 and a par value per share of $50.00. The dividend rate and
redemption prices of said series of Preferred Stock shall be as follows:
(a) Dividends on said 4.50% Preferred Stock shall be at the rate of
4.50% per share per annum and no more and shall be cumulative from
November 1, 1957. Said dividends, when declared, shall be payable on the
first days of February, May, August and November in each year.
(b) Redemption Prices of said 4.50% Preferred Stock shall be $50.75
per share, plus that portion of the quarterly dividend accrued thereon up
to the redemption date and all unpaid dividends thereon, if any.
SECTION X
There shall be a series of Preferred Stock designated "4.96% Preferred
Stock" and consisting of 100,000 shares with an aggregate par value of
$5,000,000 and a par value per share of $50.00. The dividend rate and
redemption prices of said series of Preferred Stock shall be as follows:
(a) Dividends on said 4.96% Preferred Stock shall be at the rate of
4.96% per share per annum and no more, and shall be cumulative from
November 6, 1958. Said dividends, when declared, shall be payable on the
first days of February, May, August and November in each year.
(b) Redemption Prices of said 4.96% Preferred Stock shall be $50.50
per share, plus that portion of the quarterly dividend accrued thereon up
to the redemption date and all unpaid dividends thereon, if any.
SECTION XI
There shall be a series of Preferred Stock designated "4.50% Preferred
Stock, 1963 Series" and consisting of 160,000 shares with an aggregate par value
of $8,000,000 and a par value per share of $50.00. The dividend rate and
redemption prices of said series of Preferred Stock shall be as follows:
(a) Dividends on said 4.50% Preferred Stock, 1963 Series, shall be
at the rate of 4.50% of the par value per share per annum and no more, and
shall be cumulative from the date of issue thereof. Said dividends, when
declared, shall be payable on the first days of March, June, September and
December in each year.
(b) Redemption prices of said 4.50% Preferred Stock, 1963 Series,
shall be $50.50 per share, plus that portion of the quarterly dividend
accrued thereon up to the redemption date and all unpaid dividends
thereon, if any.
SECTION XII
There shall be a series of Preferred Stock designated "5.28% Preferred
Stock, 1967 Series" and consisting of 200,000 shares with an aggregate par value
of $10,000,000 and a par value per share of $50.00. The dividend rate and
redemption prices of said series of Preferred Stock shall be as follows:
(a) Dividends on said 5.28% Preferred Stock, 1967 Series, shall be
at the rate of 5.28% of the par value per share per annum and no more, and
shall be cumulative from April 1, 1967. Said dividends, when declared,
shall be payable on the first days of January, April, July and October in
each year.
(b) Redemption Prices of said 5.28% Preferred Stock, 1967 Series
shall be $52.09 per share if redeemed on or before April 1, 1982, and
$51.43 per share if redeemed after April 1, 1982, plus in all cases that
portion of the quarterly dividend accrued thereon up to the redemption
date and all unpaid dividends thereon, if any.
SECTION XIII
There shall be a series of Preferred Stock designated "6.56% Preferred
Stock, 1968 Series" and consisting of 200,000 shares with an aggregate par value
of $10,000,000 and a par value per share of $50.00. The dividend rate and
redemption prices of said Preferred Stock shall be as follows:
(a) Dividends of said 6.56% Preferred Stock, 1968 Series, shall be
at the rate of 6.56% of the par value per share per annum and no more, and
shall be cumulative from February 1, 1968. Said dividends, when declared,
shall be payable on the first days of February, May, August and November
in each year.
(b) Redemption Prices of said 6.56% Preferred Stock, 1968 Series,
shall be $52.26 per share if redeemed on or before February 1, 1983, and
$51.44 per share if redeemed after February 1, 1983, plus in all cases
that portion of the quarterly dividend accrued thereon up to the
redemption date and all unpaid dividends thereon, if any.
SECTION XIV
There shall be a series of Preferred Stock designated 7.23% Preferred
Stock, 1992 Series, and consisting of 1,500,000 shares with an aggregate par
value of $75,000,000 and a par value per share of $50. The dividend rate and
redemption prices as to said 7.23% Preferred Stock, 1992 Series, shall be as
follows:
(a) Dividends on said 7.23% Preferred Stock, 1992 Series, shall be
at the rate of 7.23% per annum per share, and no more, and shall be
cumulative from the date of issuance. Said dividends, when declared,
shall be payable on the first day of March, June, September, and December
in each year, commencing December 1, 1992.
(b) The redemption prices of the 7.23% Preferred Stock, 1992 Series,
shall be as follows:
(i) if redeemed through operation of the sinking fund
hereinafter provided, or upon any voluntary liquidation, dissolution
or winding up of the Company before September 1, 1997, at the price
of $50.00 per share,
(ii) if redeemed otherwise than through operation of the sinking
fund, for each of the twelve-month periods commencing September 1,
1997, the redemption prices of said 7.23% Preferred Stock, 1992
Series, shall be the amount per share set forth below:
Twelve Twelve
Months Redemption Months Redemption
Beginning Price Beginning Price
September 1 Per Share September 1 Per Share
----------- ---------- ----------- ----------
1997 $52.41 2007 $50.00
1998 52.17 2008 50.00
1999 51.93 2009 50.00
2000 51.69 2010 50.00
2001 51.45 2011 50.00
2002 51.21 2012 50.00
2003 50.97 2013 50.00
2004 50.73 2014 50.00
2005 50.49 2015 50.00
2006 50.25 2016 50.00
plus in all cases that portion of the quarterly dividend accrued
thereon to the redemption date and all unpaid dividends thereon, if
any, provided, however, that none of the 7.23% Preferred Stock, 1992
Series, shall be redeemed prior to September 1, 1997.
(c) As and for a sinking fund for said 7.23% Preferred Stock, 1992
Series, commencing on September 1, 1998, and on each September 1 in each
year thereafter so long as any shares of the 7.23% Preferred Stock, 1992
Series, remain outstanding, the Company shall, to the extent of any funds
of the Company legally available therefor and except as otherwise
restricted by the Company's Amended and Restated Provisions with Respect
to Capital Stock, redeem 75,000 shares of 7.23% Preferred Stock, 1992
Series (or such lesser number of such shares as remain outstanding) at the
sinking fund redemption price, plus accrued dividends to the date of
redemption; provided, however, that if in any year the Company does not
redeem the full number of shares of 7.23% Preferred Stock, 1992 Series,
required to be redeemed pursuant to this sinking fund, the deficiency
shall be made good on the next succeeding September 1 on which the
Company has funds legally available for, and is otherwise permitted to
effect, the redemption of shares of 7.23% Preferred Stock, 1992 Series,
pursuant to this sinking fund. At the option of the Company, the number
of shares purchased and canceled by the Company during the preceding
twelve-month period or redeemed during such period pursuant to clause
(ii) of subsection (b) hereof. Any shares so redeemed or purchased and
canceled may be given the status of authorized but unissued shares of
Senior Stock, but none of such shares shall be reissued as shares of 7.23%
Preferred Stock, 1992 Series. The Company shall have the option, which
shall be noncumulative, to redeem on September 1, 1998 and on each
September 1 thereafter up to an additional 75,000 shares of 7.23%
Preferred Stock, 1992 Series, at the sinking fund redemption price, plus
accrued dividends to the date of redemption. No such optional sinking
fund shall operate to reduce the number of shares of the 7.23% Preferred
Stock, 1992 Series, required to be redeemed pursuant to the mandatory
sinking fund provisions hereinabove set forth. If the Company shall at
any time fail to make a full mandatory sinking fund payment on any sinking
fund payment date, the Company shall not pay any dividends or make any
other distributions in respect of outstanding shares of any junior stock
(as that term is defined in Section II, Section 3 of Part Two hereof) of
the Company, other than dividends or distributions in shares of junior
stock, or purchase or otherwise acquire for value any outstanding shares
of junior stock, until all such payments have been made.
SECTION XV
There shall be a series of Preferred Stock designated 5.30% Preferred
Stock, 1993 Series, and consisting of 1,600,000 shares with an aggregate par
value of $80,000,000 and a par value per share of $50. The dividend rate and
redemption prices as to said 5.30% Preferred Stock, 1993 Series, shall be as
follows:
(a) Dividends on said 5.30% Preferred Stock, 1993 Series, shall be
at the rate of 5.30% per annum per share, and no more, and shall be
cumulative from the date of issuance. Said dividends, when declared,
shall be payable on the first day of January, April, July and October in
each year, commencing January, 1994.
(b) The redemption prices of the 5.30% Preferred Stock, 1993 Series,
shall be as follows:
(i) if redeemed through operation of the sinking fund
hereinafter provided, or upon any voluntary liquidation, dissolution
or winding up of the Company before October 1, 1998, at the price of
$50 per share,
(ii) if redeemed otherwise than through operation of the sinking
fund, for each of the twelve-month periods commencing October 1,
1998, the redemption prices of said 5.30% Preferred Stock, 1993
Series, shall be the amount per share set forth below:
Twelve
Months Redemption
Beginning Price
October 1 Per Share
--------- ----------
1998 $51.00
1999 50.67
2000 50.34
2001 50.00
2002 50.00
plus in all cases that portion of the quarterly dividend accrued
thereon to the redemption date and all unpaid dividends thereon, if
any, provided, however, that none of the 5.30% Preferred Stock, 1993
Series, shall be redeemed prior to October 1, 1998. The notice of
redemption required by Part II, Section III, Section 4 hereof may
state that it is subject to the receipt of redemption moneys by the
paying agent before the date fixed for redemption and that such
notice shall be of no effect unless such moneys are so received
before such date.
(c) As and for a sinking fund for said 5.30% Preferred Stock, 1993
Series, commencing on October 1, 1999, and on each October 1 in each year
thereafter so long as any shares of the 5.30% Preferred Stock, 1993
Series, remain outstanding, the Company shall, to the extent of any funds
of the Company legally available therefor and except as otherwise
restricted by the Company's Amended and Restated Provisions with Respect
to Capital Stock, redeem 320,000 shares of 5.30% Preferred Stock, 1993
Series (or such lesser number of such shares as remain outstanding) at the
sinking fund redemption price, plus accrued dividends to the date of
redemption; provided, however, that if in any year the Company does not
redeem the full number of shares of 5.30% Preferred Stock, 1993 Series,
required to be redeemed pursuant to this sinking fund, the deficiency
shall be made good on the next succeeding October 1 on which the Company
has funds legally available for, and is otherwise permitted to effect, the
redemption of shares of 5.30% Preferred Stock, 1993 Series, pursuant to
this sinking fund. At the option of the Company, the number of shares of
5.30% Preferred Stock, 1993 Series, redeemed on any October 1 may be
reduced by the number of such shares purchased and canceled by the Company
during the preceding twelve-month period or redeemed during such period
pursuant to clause (ii) of subsection (b) hereof. Any shares so redeemed
or purchased and canceled may be given the status of authorized but
unissued shares of Senior Stock, but none of such shares shall be reissued
as shares of 5.30% Preferred Stock, 1993 Series. The Company shall have
the option, which shall be noncumulative, to redeem on October 1, 1999
and on each October 1 thereafter up to an additional 320,000 shares of
5.30% Preferred Stock, 1993 Series, at the sinking fund redemption price,
plus accrued dividends to the date of redemption. No such optional
sinking fund shall operate to reduce the number of shares of the 5.30%
Preferred Stock, 1993 Series, required to be redeemed pursuant to the
mandatory sinking fund provisions hereinabove set forth. If the Company
shall at any time fail to make a full mandatory sinking fund payment on
any sinking fund payment date, the Company shall not pay any dividends or
make any other distributions in respect of outstanding shares of any
junior stock (as that term is defined in Section II, Section 3 of
Part Two hereof) of the Company, other than dividends or distributions in
shares of junior stock, or purchase or otherwise acquire for value any
outstanding shares of junior stock, until all such payments have been
made.
PART FOUR
PROVISIONS WITH RESPECT TO THE
SERIES OF CLASS A PREFERRED STOCK
SECTION I
There shall be a series of Class A Preferred Stock designated "Dutch
Auction Rate Transferable Securities Class A Preferred Stock, 1989 Series" (the
"1989 DARTS") consisting of 2,000,000 shares with an aggregate par value of
$50,000,000 and a par value per share of $25. The provisions governing the
issue and sale of the 1989 DARTS in Units, certification, dividend rights,
redemption, reacquisition, auction procedures, and other preferences,
qualifications and special or relative rights or privileges with respect to the
1989 DARTS shall be as follows:
(1) Units
The 1989 DARTS shall be issued and sold by the Company only in units of
4,000 shares per unit ("Units"). No partial Units shall be issued and sold by
the Company, and no fractional shares of the 1989 DARTS shall be issued and
sold, no transfer of the 1989 DARTS in less than whole Units shall be made, nor
shall any transfer in less than whole Units be registered on the transfer books
of the Company or be effective for any purpose.
(2) Certification
Except as otherwise provided by law, all outstanding 1989 DARTS shall be
represented by a certificate or certificates registered in the name of a nominee
of the Securities Depository (as defined in Section 6(a)(xxi) below), and no
person acquiring Units shall be entitled to receive a certificate representing
the 1989 DARTS. The nominee of the Securities Depository shall be the sole
holder of record of the 1989 DARTS. Each purchaser of Units will receive
dividends, distributions and notices according to the procedures of the
Securities Depository and, if such purchaser is not a member of the Securities
Depository, of such purchaser's Agent Member (as defined in Section (6)(a)(ii)
below).
(3) Dividend Rights
(a) Dividends on the 1989 DARTS shall be paid, when, as and if declared
by the Board of Directors of the Company out of funds legally available
therefor, at the rate per annum determined as set forth below in subsection (c)
of this Section (3) and no more (the "Applicable Rate"), payable on the
respective dates set forth below.
(b) Dividends on the 1989 DARTS shall accrue from the date of original
issuance and shall be payable commencing on March 15, 1989, and on each
succeeding seventh Wednesday thereafter, except that if any of such Wednesday,
the Tuesday preceding such Wednesday, or the Thursday following such Wednesday
is not a Business Day (as defined below), then (i) the dividend payment date
shall be the first Business Day after such Wednesday that is immediately
followed by a Business Day and is preceded by a Business Day that is the
preceding Tuesday or a day after such Tuesday, or (ii) if the Securities
Depository shall make available to its participants and members, in funds
immediately available in New York City on dividend payment dates, the amount due
as dividends on such dividend payment dates (and the Securities Depository shall
have so advised the Trust Company (as defined in Section (6)(a)(xxx) below)),
then the dividend payment date shall be the first Business Day on or after such
Wednesday that is preceded by a Business Day that is the preceding Tuesday or
a day after such Tuesday. "Business Day" means a day on which the New York
Stock Exchange is open for trading and which is not a day on which banks in New
York City are authorized by law to close. Each dividend payment date determined
as provided above is referred to herein as the "Dividend Payment Date."
Although any particular Dividend Payment Date may not occur on the originally
scheduled Wednesday because of the exceptions discussed above, the next
succeeding Dividend Payment Date shall be, subject to such exceptions, the
seventh Wednesday following the originally designated Wednesday Dividend Payment
Date for the prior Dividend Period. As used herein, Dividend Period means the
period commencing on a Dividend Payment Date for the 1989 DARTS and ending on
the day next preceding the next Dividend Payment Date. Notwithstanding the
foregoing, in the event of a change in law altering the minimum holding period
(currently found in Section 246(c) of the Internal Revenue Code of 1986, as
amended (the "Code")) required for taxpayers to be entitled to the dividends
received deduction on preferred stock held by non-affiliated corporations
(currently found in Section 243(a) of the Code), the Company shall adjust the
period of time between Dividend Payment Dates so as to adjust uniformly the
number of days (such number of days without giving effect to the exceptions
referred to above being hereinafter referred to as "Dividend Period Days") in
Dividend Periods commencing after the date of such change in law to equal or
exceed the then current minimum holding period; provided that the number of
Dividend Period Days shall not exceed by more than nine days the length of such
then current minimum holding period and shall be evenly divisible by seven, and
the maximum number of Dividend Period Days in no event shall exceed 98 days.
Upon any such change in the number of Dividend Period Days as a result of a
change in law, the Company shall give notice of such change to all Existing
Holders of Units.
(c) The dividend rate on shares of the 1989 DARTS during the initial
dividend period (the "Initial Dividend Period"), from and after the date of
original issuance to March 15, 1989 (the "Initial Dividend Payment Date") shall
be 7.60 percent per annum. Commencing on the Initial Dividend Payment Date, the
dividend rate on shares of the 1989 DARTS for each subsequent Dividend Period
(normally a period of 49 days, subject to certain exceptions as set forth above)
shall be at a rate per annum that results from the implementation of the Auction
procedures set forth in Section (6) below.
The amount of dividends per Unit for the 1989 DARTS payable for each
Dividend Period shall be computed by multiplying the dividend rate for such
series for each Dividend Period determined in accordance with subsection (c)
above by a fraction the numerator of which shall be the number of days in such
Dividend Period (calculated by counting the first day thereof but excluding the
last day thereof) such Unit was outstanding and the denominator of which shall
be 360, and multiplying the amount so obtained by $100,000 per Unit.
(d) Prior to each Dividend Payment Date, the Company shall pay to the
Trust Company sufficient funds for the payment of declared dividends.
(e) For the purpose of determining whether and when holders of the Senior
Stock are entitled to the rights to elect certain directors of the Company,
described under Part Two, Section V, Section 3 of the Capital Stock Provisions
of this Certificate of Incorporation, dividends on the 1989 DARTS shall be
deemed to be in arrears "in an amount equal to or exceeding four quarterly
dividend payments," if, at the time dividends are in arrears for four quarterly
dividend payments for Senior Stock having quarterly dividend payments, dividends
on the 1989 DARTS are in arrears for each Dividend Period beginning on or after
the first day of the first of the four quarterly dividend periods as to which
dividends on the Senior Stock having quarterly dividends are in arrears.
(4) Redemption Provisions
(a) At the option of the Company, the Units may be redeemed out of funds
legally available therefor in whole or from time to time in part on any Dividend
Payment Date at a redemption price of $25 per share of the 1989 DARTS ($100,000
per Unit) plus accrued and unpaid dividends (whether or not earned or declared)
to the redemption date. Only whole Units may be redeemed. See Section (5)
below for restrictions on the reissue of Units after redemption.
(b) In accordance with Part Two, Section III, Section 4 of the Capital
Stock Provisions of this Certificate of Incorporation, notice of redemption
shall be mailed to each record holder of Units and to the Trust Company not less
than 30 days prior to the date fixed for redemption thereof. Each notice of
redemption shall include a statement setting forth: (i) the redemption date,
(ii) the number of Units to be redeemed, (iii) the redemption price, (iv) the
place or places where Units are to be surrendered for payment of the redemption
price, and (v) that dividends of the Units to be redeemed will cease to accrue
on such redemption date. No defect in the notice of redemption or in the
mailing thereof shall affect the validity of the redemption proceedings, except
as required by applicable law.
(c) If less than all of the outstanding Units are to be redeemed, the
number of Units to be redeemed shall be determined by the Company and
communicated to the Trust Company. In accordance with Part Two, Section III,
Section 1 of the Capital Stock Provisions of this Certificate of Incorporation,
the Trust Company shall give notice to the Securities Depository and the
Securities Depository will determine by lot under its usual operating procedures
the number of Units, if any, to be redeemed from the account of the Agent Member
of each Existing Holder. An Agent Member may determine to redeem Units from
some Existing Holders without redeeming Units from the accounts of other
Existing Holders.
(5) Reacquisition
Except in an Auction (as defined in Section (6)(a)(iii) below), the Company
shall have the right, in accordance with Part Two, Section III, Section 6 of the
Capital Stock Provisions of this Certificate of Incorporation and where
permitted by applicable law, to purchase or otherwise acquire Units upon the
best terms reasonably obtainable, but not exceeding the then current redemption
price of such Units, except that no such purchase shall be made if the Company
shall be in arrears in respect to payment of dividends on any shares of Senior
Stock outstanding or if there shall exist an event of default as defined in Part
Two, Section V, Section 3 of the Capital Stock Provisions of this Certificate
of Incorporation. Notwithstanding the provisions of Part Two, Section III,
Section 5 of the Capital Stock Provisions of this Certificate of Incorporation,
Units that have been redeemed, purchased or otherwise acquired by the Company
shall not be reissued as 1989 DARTS and shall either be restored to authorized
but unissued shares of the Company's Class A Preferred Stock or canceled at the
Company's option.
(6) Auction Procedures
(a) Certain Definitions. As used in these provisions establishing and
designating the 1989 DARTS the following terms shall have the following
meanings, unless the context otherwise requires:
(i) "Affiliate" shall mean any Person known to the Trust Company to
be controlled by, in control of, or under common control with the Company.
(ii) "Agent Member" shall mean the member of the Securities Depository
that will act on behalf of a Bidder and is identified as such in such Bidder's
Purchaser's Letter.
(iii) "Auction" shall mean the periodic operation of the
procedures set forth herein.
(iv) "Auction Date" shall mean the Business Day next preceding the
Dividend Payment Date for the prior Dividend Period.
(v) "Available Units" shall have the meaning specified in paragraph
(d)(i)(A) below.
(vi) "Bid" shall have the meaning specified in paragraph (b)(i) below.
(vii) "Bidder" shall have the meaning specified in paragraph
(b)(i) below.
(viii) "Board of Directors" shall mean the Board of Directors of the
Company.
(ix) "Broker-Dealer" shall mean any broker-dealer, or other entity
permitted by law to perform the functions required of a Broker-Dealer herein,
that has been selected by the Company and has entered into a Broker-Dealer
Agreement with the Trust Company that remains effective.
(x) "Broker-Dealer Agreement" shall mean an agreement between the
Trust Company and a Broker-Dealer pursuant to which such Broker-Dealer agrees
to follow the procedures specified herein.
(xi) "DARTS" or "1989 DARTS" shall mean the 2,000,000 shares of Dutch
Auction Rate Transferable Securities Class A Preferred Stock, 1989 Series, $25
par value, of the Company.
(xii) "Existing Holder," when used with respect to Units, shall
mean a Person who has signed a Purchaser's Letter and is listed as the
beneficial owner of such Units in the records of the Trust Company.
(xiii) "Hold Order" shall have the meaning specified in paragraph
(b)(i) below.
(xiv) "Maximum Applicable Rate," on any Auction Date, shall mean
the percentage of the 60-day "AA" Composite Commercial Paper Rate (as defined
below) in effect on such Auction Date, determined as set forth below based on
the prevailing rating of the DARTS in effect at the close of business on the day
preceding such Auction Date:
Prevailing Rating Percentage
----------------- ----------
AA/aa or Above..................... 110%
A/a................................ 125%
BBB/baa............................ 150%
Below BBB/baa...................... 200%
For purposes of this definition, the "prevailing rating" of the DARTS shall
be (i) AA/aa or Above, if the DARTS have a rating of AA- or better by Standard
& Poor's Corporation or its successor ("S&P") and aa3 or better by Moody's
Investors Service, Inc. or its successor ("Moody's"), or the equivalent of both
of such ratings by such agencies or a substitute rating agency or substitute
rating agencies selected as provided below, (ii) if not AA/aa or Above, then
A/a, if the DARTS have a rating of A- or better by S&P and a3 or better by
Moody's or the equivalent of both of such ratings by such agencies or a
substitute rating agency or substitute rating agencies selected as provided
below, (iii) if not AA/aa or Above or A/a, then BBB/Baa, if the DARTS have a
rating of BBB- or better by S&P and baa3 or better by Moody's, or the equivalent
of both of such ratings by such agencies or a substitute rating agency or
substitute rating agencies selected as provided below, and (iv) if not AA/aa or
Above, A/a or BBB/baa, then BBB/baa. The Company shall take all reasonable
action necessary to enable S&P and Moody's to provide a rating for the DARTS.
If either S&P or Moody's shall not make such a rating available, or neither S&P
nor Moody's shall make such a rating available, Salomon Brothers Inc and Morgan
Stanley & Co. Incorporated, or their successors, shall select a nationally
recognized securities rating agency or two nationally recognized securities
rating agencies to act as a substitute rating agency or substitute rating
agencies, as the case may be.
(xv) "Minimum Applicable Rate," on any Auction Date, shall mean 59%
of the 60-day "AA" Composite Commercial Paper Rate in effect on such Auction
Date.
(xvi) "Order" shall have the meaning specified in paragraph (b)(i)
below.
(xvii) "Outstanding" shall mean, as of any date, the DARTS theretofore
issued by the Company except, without duplication, (A) any DARTS theretofore
canceled or delivered to the Trust Company for cancellation, or redeemed by the
Company, or as to which a notice of redemption shall have been given by the
Company, (B) any DARTS as to which the Company or any Affiliate thereof shall
be an Existing Holder and (C) any DARTS represented by any certificate in lieu
of which a new certificate has been executed and delivered by the Company.
(xviii) "Person" shall mean and include an individual, a partnership,
a corporation, a trust, an unincorporated association, a joint venture or other
entity or a government or any agency or political subdivision thereof.
(xix) "Potential Holder" shall mean any Person, including any
Existing Holder, (A) who shall have executed and delivered or caused to be
delivered a Purchaser's Letter to the Trust Company and (B) who may be
interested in acquiring Units (or, in the case of an Existing Holder, additional
Units).
(xx) "Purchaser's Letter" shall mean a letter addressed to the
Company, the Trust Company, Broker-Dealer and other persons in which a Person
agrees, among other things, to offer to purchase, offer to sell and/or sell
Units as set forth herein.
(xxi) "Securities Depository" shall mean The Depository Trust
Company and its successors and assigns or any other securities depository
selected by the Company which agrees to follow the procedures required to be
followed by such securities depository in connection with the DARTS.
(xxii) "Sell Order" shall have the meaning specified in paragraph
(b)(i) below.
(xxiii) "60-day 'AA' Composite Commercial Paper Rate," on any date,
means (i) the interest equivalent of the 60-day rate on commercial paper placed
on behalf of issuers whose corporate bonds are rated "AA" by S&P or the
equivalent of such rating by S&P or another rating agency, as such 60-day rate
is made available on a discount basis or otherwise by the Federal Reserve Bank
of New York for the Business Day immediately preceding such date, or (ii) in the
event that the Federal Reserve Bank of New York does not make available such a
rate, then the interest equivalent of the 60-day rate on commercial paper placed
on behalf of such issuers, as quoted on a discount basis or otherwise by Morgan
Stanley & Co. Incorporated or, in lieu thereof, any affiliates or successor
thereof (the "Commercial Paper Dealer"), to the Trust Company for the close of
business on the Business Day immediately preceding such date. If the Commercial
Paper Dealer does not quote a rate required to determine the 60-day "AA"
Composite Commercial Rate, the 60-day "AA" Composite Commercial Paper Rate shall
be determined on the basis of the quotation or quotations furnished by any
Substitute Commercial Paper Dealer or Substitute Commercial Paper Dealers
selected by the Company to provide such rate. If the Company, however, shall
adjust the number of Dividend Period Days in the event of a change in the
dividends received reduction minimum holding period contained in the Internal
Revenue Code of 1986, as amended, with the result that (i) the Dividend Period
Days shall be fewer than 70 days, such rate shall be the interest equivalent of
the 60-day rate on such commercial paper, (ii) the Dividend Period Days shall
be 70 or more days but fewer than 85 days, such rate shall be the arithmetic
average of the interest equivalent of the 60-day and 90-day rates on such
commercial paper, and (iii) the Dividend Period Days shall be 85 or more days
but 98 or fewer days, such rate shall be the interest equivalent of the 90-day
rate on such commercial paper. For the purposes of such definition, "interest
equivalent" means the equivalent yield on a 360-day basis of a discount basis
security to an interest-bearing security and "Substitute Commercial Paper
Dealer" shall mean any commercial paper dealer that is a leading dealer in the
commercial paper market, provided that neither such dealer nor any of its
affiliates is a Commercial Paper Dealer.
(xxiv) "Submission Deadline" shall mean 12:30 P.M., New York City
time, on any Auction Date or such other time on any Auction Date by which
Broker-Dealers are required to submit Orders to the Trust Company as specified
by the Trust Company from time to time.
(xxv) "Submitted Bid" shall have the meaning specified in
paragraph (d)(i) below.
(xxvi) "Submitted Hold Order" shall have the meaning specified in
paragraph (d)(i) below.
(xxvii) "Submitted Order" shall have the meaning specified in
paragraph (d)(i) below.
(xxviii) "Submitted Sell Order" shall have the meaning specified in
paragraph (d)(i) below.
(xxvix) "Sufficient Clearing Bids" shall have the meaning specified
in paragraph (d)(i) below.
(xxx) "Trust Company" shall mean Bankers Trust Company and its
successor, and assigns or any other bank, trust company or other entity selected
by the Company which agrees to follow the Auction Procedures described in this
Section (6) for the purposes of determining the Applicable Rate for the DARTS.
(xxxi) "Winning Bid Rate" shall have the meaning specified in
paragraph (d)(i) below.
(b) Orders by Existing Holders and Potential Holders
(i) On or prior to each Auction Date:
(A) each Existing Holder may submit to a Broker-Dealer information
as to:
(1) the number of Outstanding Units, if any, held by such
Existing Holder which such Existing Holder desires to continue to
hold without regard to the Applicable Rate for the next succeeding
Dividend Period;
(2) the number of Outstanding Units, if any, held by such
Existing Holder which such Existing Holder desires to continue to
hold, provided that the Applicable Rate for the next succeeding
Dividend Period shall not be less than the rate per annum specified
by such Existing Holder; and/or
(3) the number of Outstanding Units, if any, held by such
Existing Holder which such Existing Holder offers to sell without
regard to the Applicable Rate for the next succeeding Dividend
Period; and
(B) Each Broker-Dealer, using a list of a Potential Holders that
shall be maintained in good faith for the purpose of conducting a
competitive Auction shall contact Potential Holders, including Persons
that are not Existing Holders, on such list to determine the number of
Outstanding Units, if any, which each such Potential Holder offers to
purchase, provided that the Applicable Rate for the next succeeding
Dividend Period shall not be less than the rate per annum specified by
such Potential Holder.
For the purposes hereof, the communication to a Broker-Dealer of
information referred to in clause (A) or (B) of this paragraph (b)(i) is
hereinafter referred to as an "Order" and each Existing Holder and each
Potential Holder placing an Order is hereinafter referred to as a
"Bidder"; and Order containing the information referred to in clause
(A)(1) of this paragraph (b)(i) is hereinafter referred to as a "Hold
Order"; an Order containing the information referred to in clause (A)(2)
or (B) of this paragraph (b)(i) is hereinafter referred to as a "Bid"; and
an Order containing the information referred to in clause (A)(3) of this
paragraph (b)(i) is hereinafter referred to as a "Sell Order."
(ii) (A) A Bid by an Existing Holder shall constitute an irrevocable
offer to sell:
(1) the number of Outstanding Units specified in such Bid if
the Applicable Rate determined on such Auction Date shall be less
than the rate specified therein; or
(2) such number or a lesser number of Outstanding Units to be
determined as set forth in paragraph (e)(i)(D) if the Applicable Rate
determined on such Auction Date shall be equal to the rate specified
therein; or
(3) a lesser number of Outstanding Units to be determined as
set forth in paragraph (e)(ii)(C) if such specified rate shall be
higher than Maximum Applicable Rate and Sufficient Clearing Bids do
not exist.
(B) A Sell Order by an Existing Holder shall constitute an
irrevocable offer to sell:
(1) the number of Outstanding Units specified in such Sell
Order; or
(2) such number or a lesser number of Outstanding Units to be
determined as set forth in paragraph (e)(ii)(C) if Sufficient
Clearing Bids do not exist.
(C) A Bid by a Potential Holder shall constitute an irrevocable
offer to purchase:
(1) the number of Outstanding Units specified in such Bid if
the Applicable Rate determined on such Auction Date shall be higher
than the rate specified therein; or
(2) such number of a lesser number of Outstanding Units to be
determined as set forth in paragraph (e)(i)(E) if the Applicable Rate
determined on such Auction Date shall be equal to the rate specified
therein.
(c) Submission of Orders by Broker-Dealers to Trust Company
(i) Each Broker-Dealer shall submit in writing to the Trust Company
prior to the Submission Deadline on each Auction Date all Orders obtained by
such Broker-Dealer and specifying with respect to each Order:
(A) the name of the Bidder placing such Order;
(B) the aggregate number of Outstanding Units that are subject of
such Order;
(C) to the extent that such Bidder is an Existing Holder:
(1) the number of Outstanding Units, if any, subject to any
Hold Order placed by such Existing Holder;
(2) the number of Outstanding Units, if any, subject to any Bid
placed by such Existing Holder and the rate specified in such Bid;
and
(3) the number of Outstanding Units, if any, subject to any
Sell Order placed by such Existing Holder; and
(D) to the extent such Bidder is a Potential Holder, the rate
specified in such Potential Holder's Bid.
(ii) If any rate specified in any Bid contains more than three
figures to the right of the decimal point, the Trust Company shall round such
rate up to the next highest one-thousandth (.001) of 1%.
(iii) If an Order or Orders covering all of the Outstanding Units
held by an Existing Holder is not submitted to the Trust Company prior to the
Submission Deadline, the Trust Company shall deem a Hold Order to have been
submitted on behalf of such Existing Holder covering the number of Outstanding
Units held by such Existing Holder and not subject to Orders submitted to the
Trust Company.
(iv) If one or more Orders covering in the aggregate more than the
number of Outstanding Units held by an Existing Holder are submitted to the
Trust Company, such Orders shall be considered valid as follows and in the
following order or priority:
(A) any Hold Order submitted on behalf of such Existing Holder shall
be considered valid up to and including the number of Outstanding Units
held by such Existing Holder; provided that if more than one Hold Order is
submitted on behalf of such Existing Holder and the number of Units
subject to such Hold Orders exceeds the number of Outstanding Units held
by such Existing Holder, the number of Units subject to such Hold Orders
shall be reduced pro rata so that such Hold Orders shall cover the number
of Outstanding Units held by such Existing Holder;
(B) (1) any Bid shall be considered valid up to and including the
excess of the number of Outstanding Units held by such Existing Holder
over number of Units subject to Hold Orders referred to in paragraph
(c)(iv)(A);
(2) subject to clause (1) above, if more than one Bid with the
same rate is submitted on behalf of such Existing Holder and the
number of Outstanding Units subject to such Bids is greater than such
excess, the number of Outstanding Units subject to such Bids shall be
reduced pro rata so that such Bids shall cover the number of
Outstanding Units equal to such excess; and
(3) subject to clause (1) above, if more than one Bid with
different rates is submitted on behalf of such Existing Holder, such
Bids shall be considered valid in the ascending order of their
respective rates and in any such event the number, if any, of such
Outstanding Units subject to Bids not valid under this clause (B)
shall be treated as the subject of a Bid by a potential Holder; and
(C) any Sell Order shall be considered valid up to and including the
excess of the number of Outstanding Units held by such Existing Holder
over the number of Outstanding Units subject to Hold Orders referred to in
paragraph (c)(iv)(A) and Bids referred to in paragraph (c)(iv)(B).
(v) If more than one Bid is submitted on behalf of any Potential
Holder, each Bid submitted shall be a separate Bid with the rate and Units
therein specified.
(vi) If any rate specified in any Bid is lower than the Minimum
Applicable Rate for the Dividend Period to which such Bid relates, such Bid
shall be deemed to be a Bid specifying a rate equal to such Minimum Applicable
Rate.
(vii) Orders by Existing Holders and Potential Holders must
specify numbers of Units in whole Units. Any Order that specifies a number of
Units other than in whole units will be invalid and will not be considered a
Submitted Order for purposes of an Auction.
(d) Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate
(i) Not earlier than the Submission Deadline on each Auction Date,
the Trust Company shall assemble all Orders submitted or deemed submitted to it
by the Broker- Dealers (each such Order as submitted or deemed submitted by a
Broker-Dealer being hereinafter referred to individually as a "Submitted Hold
Order" a "Submitted Bid" or a "Submitted Sell Order," as the case may be, or as
a "Submitted Order") and shall determine:
(A) the excess of the total number of Outstanding Units over the
number of Outstanding Units that are the subject of Submitted Hold Orders
(such excess being hereinafter referred to as the "Available Units");
(B) from the Submitted Orders, whether:
(1) the number of Outstanding Units that are the subject of
Submitted Bids by Potential Holders specifying one or more rates
equal to or lower than the Maximum Applicable Rate exceeds or is
equal to the sum of:
(2) [a] the number of Outstanding Units that are the subject of
Submitted Bids by Existing Holders specifying one or more rates
higher than the Maximum Applicable Rate, and
[b] the number of Outstanding Units that are subject to
Submitted Sell Orders (if such excess of such equality exists (other
than because the number of Outstanding Units in clauses [a] and [b]
above are each zero because all of the Outstanding Units are the
subject of Submitted Hold Orders), such Submitted Bids in clause (1)
above being hereinafter referred to collectively as "Sufficient
Clearing Bids"); and
(C) if Sufficient Clearing Bids exist, the lowest rate specified in
the Submitted Bids (the "Winning Bid Rate"), which if:
(1) each Submitted Bid from Existing Holders specifying the
Winning Bid Rate and all other Submitted Bids from Existing Holders
specifying lower rates were rejected, thus entitling such Existing
Holders to continue to hold the Units that are the subject of such
Submitted Bids, and
(2) each Submitted Bid from Potential Holders specifying the
Winning Bid Rate and all other Submitted Bids from Potential Holders
specifying lower rates were accepted, thus entitling the Potential
Holders to purchase the Units that are the subject of such Submitted
Bids, would result in the number of shares subject to all Submitted
Bids specifying the Winning Bid Rate or a lower rate being at least
equal to the Available Units.
(ii) Promptly after the Trust Company has made the determinations
pursuant to paragraph (d)(i), the Trust Company shall advise the Company of the
Maximum Applicable Rate and the Minimum Applicable Rate and, based on such
determinations, the Applicable Rate for the next succeeding Dividend Period as
follows:
(A) if Sufficient Clearing Bids exist, that the Applicable Rate for
the next succeeding Dividend Period shall be equal to the Winning Bid Rate
so determined;
(B) if Sufficient Clearing Bids do not exist (other than because all
of the Outstanding Units are the subject of Submitted Hold Orders), that
the Applicable Rate for the next succeeding Dividend Period shall be equal
to the Maximum Applicable Rate; or
(C) if all the Outstanding Units are the subject of Submitted Hold
Orders, that the Applicable Rate for the next succeeding Dividend Period
shall be equal to the Minimum Applicable Rate.
(e) Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Shares
Based on the determinations made pursuant to paragraph (d)(i), the Submitted
Bids and Submitted Sell Orders shall be accepted or rejected and the Trust
Company shall take such other action as set forth below:
(i) If Sufficient Clearing Bids have been made, subject to the
provisions of paragraphs (e)(iii) and ((e)(iv), Submitted Bids and Submitted
Sell Orders shall be accepted or rejected in the following order or priority and
all other Submitted bids shall be rejected:
(A) the Submitted Sell Orders of Existing Holders shall be accepted
and the Submitted Bid of each of the Existing Holders specifying any rate
that is higher then the Winning Bid Rate shall be rejected, thus requiring
each such Existing Holder to sell the Outstanding Units that are the
subject of such Submitted Bid;
(B) the Submitted Bid of each of the Existing Holders specifying any
rate that is lower than the Winning Bid Rate shall be accepted, thus
entitling each such Existing Holder to continue to hold the Outstanding
Units that are the subject of such Submitted Bid;
(C) the Submitted Bid of each of the Potential Holders specifying
any rate that is lower than the Winning Bid Rate shall be accepted;
(D) the Submitted Bid of each of the Existing Holders specifying a
rate that is equal to the Winning Bid Rate shall be accepted, thus
entitling each such Existing Holder to continue to hold the Outstanding
Units that are the subject of such Submitted Bids, unless the number of
Outstanding Units subject to all such Submitted Bids shall be greater than
the number of Outstanding Units ("remaining shares") equal to the excess
of the Available Units over the number of Outstanding Units subject to
Submitted Bids described in paragraphs (e)(i)(B) and (e)(i)(C), in which
event the Submitted Bids of each such Existing Holder shall be rejected,
and each such Existing Holder shall be required to sell Outstanding Units,
but only in an amount equal to the difference between (1) the number of
Outstanding Units then held by such Existing Holder subject to such
Submitted Bid and (2) the number of Units obtained by multiplying (x) the
number of remaining shares by (y) a fraction the numerator of which shall
be the number of Outstanding Units held by such Existing Holder subject to
such Submitted Bid and the denominator of which shall be the sum of the
number of Outstanding Units subject to such Submitted Bids made by all
such Existing Holders that specified a rate equal to the Winning Bid Rate;
and
(E) the Submitted Bid of each of the Potential Holders specifying a
rate that is equal to the Winning Bid Rate shall be accepted but only in
an amount equal to the number of Outstanding Units obtained by multiplying
(x) the difference between the Available Units and the number of
Outstanding Units subject to the Submitted Bids described in paragraphs
(e)(i)(B), (e)(i)(C) and (e)(i)(D) by (y) a fraction the numerator of
which shall be the number of Outstanding shares of Units subject to such
Submitted Bid and the denominator of which shall be the sum of the number
of Outstanding Units subject to such Submitted Bids made by all such
Potential Holders that specified rates equal to the Winning Bid Rate.
(ii) If Sufficient Clearing Bids have not been made (other than
because all of the Outstanding Units are subject to Submitted Hold Orders),
subject to the provisions of paragraphs (e)(iii) and (e)(iv), Submitted Orders
shall be accepted or rejected as follows in the following order of priority and
all other Submitted Bids shall be rejected:
(A) the Submitted Bid of each Existing Holder specifying any rate
that is equal to or lower than the Maximum Applicable Rate shall be
accepted, thus entitling such Existing Holder to continue to hold the
Outstanding Units that are the subject of such Submitted Bid;
(B) the Submitted Bid of each Potential Holder specifying any rate
that is equal to or lower than the Maximum Applicable Rate shall be
accepted, thus requiring such Potential Holder to purchase the Outstanding
Units that are the subject of such Submitted Bid; and
(C) the Submitted Bids of each Existing Holder specifying any rate
that is higher than the Maximum Applicable Rate shall be rejected and the
Submitted Sell Orders of each Existing Holder shall be accepted, in both
cases only in an amount equal to the difference between (1) the number of
Outstanding Units then held by such Existing Holder subject to such
Submitted Bid or Submitted Sell Order and (2) the number of Units obtained
by multiplying (x) the difference between the Available Units and the
aggregate number of Outstanding Units subject to Submitted Bids described
in paragraphs (e)(ii)(A) and (e)(ii)(B) by (y) a fraction the numerator of
which shall be the number of Outstanding Units held by such Existing
Holder subject to such Submitted Bid or Submitted Sell Order and the
denominator of which shall be the number of Outstanding Units subject to
all such Submitted Bids and Submitted Sell Orders.
(iii) If, as a result of the procedures described in paragraph
(e)(i) or (e)(ii), any Existing Holder would be entitled or required to sell,
or any Potential Holder would be entitled or required to purchase, a fraction
of a Unit on any Auction Date, the Trust Company shall, in such manner as, in
its sole discretion, it shall determine, round up or down the number of Units
to be purchased or sold by any Existing Holder or Potential Holder on such
Auction Date so that the number of Outstanding Units purchased or sold by each
Existing Holder or Potential Holder on such Auction Date shall be whole Units.
(iv) If, as a result of the procedures described in paragraph (e)(i),
any Potential Holder would be entitled or required to purchase less than a whole
Unit on any Auction Date, the Trust Company shall, in such manner as, in its
sole discretion, it shall determine, allocate Units for purchase among Potential
Holders so that only whole Units are purchased on such Auction Date by any
Potential Holder, even if such allocation results in one or more of such
Potential Holders not purchasing Units on such Auction Date.
(v) Based on the results of each Auction, the Trust Company shall
determine the aggregate number of Outstanding Units to be purchased and the
aggregate number of Outstanding Units to be sold by Potential Holders and
Existing Holders on whose behalf each Broker-Dealer submitted Bids or Sell
Orders, and, with respect to each Broker-Dealer, to the extent that such
aggregate number of Outstanding Units to be purchased and such aggregate number
of Outstanding Units to be sold differ, determine to which other Broker- Dealer
or Broker-Dealers acting for one or more purchasers such Broker-Dealer shall
deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or
more sellers such Broker-Dealer shall receive, as the case may be, Outstanding
Units.
(f) Miscellaneous
The Board of Directors may interpret the provisions of these Auction
Procedures to resolve any inconsistency or ambiguity, and may remedy any formal
defect or make any other change or modification which does not adversely affect
the rights of Existing Holders of Units. An Existing Holder (A) may sell,
transfer or otherwise dispose of Units only pursuant to a Bid or Sell Order in
accordance with the procedures described in this paragraph or to or through a
Broker-Dealer or to a Person that has delivered a signed copy of a Purchaser's
Letter to the Trust Company, provided that in the case of all transfers other
than pursuant to Auctions such Existing Holder, its Broker-Dealer or its Agent
Member advises the Trust Company of such transfer and (B) shall have the
ownership of the Units held by it maintained in book entry form by the
Securities Depository in the account of its Agent Member, which in turn will
maintain records of such Existing Holder's beneficial ownership. Neither the
Company nor any Affiliate shall submit an Order, either directly or indirectly,
in any Auction. Except as otherwise provided by law, all of the Outstanding
Units shall be represented by a certificate registered in the name of the
nominee of the Securities Depository an no Person acquiring Units shall be
entitled to receive a certificate representing such Units.
(g) Headings of Subdivisions
The headings of the various subdivisions of these Auction Procedures are
for convenience of reference only and shall not affect the interpretation of any
of the provisions hereof.
SECTION II
There shall be a series of Class A Preferred Stock designated "9% Class A
Preferred Stock, 1989 Series," and consisting of 3,000,000 shares with an
aggregate par value of $75,000,000 and a par value per share of $25. The
dividend rate and redemption prices as to said 9% Class A Preferred Stock, 1989
Series, shall be as follows:
(a) Dividends on said 9% Class A Preferred Stock, 1989 Series, shall
be at the rate of 9% per annum per share, and no more, and shall be cumulative
from the date of issuance. Said dividends, when declared, shall be payable on
the first day of January, April, July and October in each year, commencing
January 1, 1990.
(b) The redemption prices of the 9% Class A Preferred Stock, 1989
Series, shall be as follows:
(i) if redeemed through operation of the sinking fund
hereinafter provided, at the price of $25.00 per share,
(ii) if redeemed otherwise than through operation of the sinking
fund, for each of the twelve-month periods commencing October 1, 1989, the
redemption prices of said 9% Class A Preferred Stock, 1989 Series, shall be the
amount per share set forth below:
Twelve Twelve
Months Redemption Months Redemption
Beginning Price Beginning Price
October 1 Per Share October 1 Per Share
--------- ---------- --------- ----------
1989 $27.25 2002 $25.30
1990 27.10 2003 25.15
1991 26.95 2004 25.00
1992 26.80 2005 25.00
1993 26.65 2006 25.00
1994 26.50 2007 25.00
1995 26.35 2008 25.00
1996 26.20 2009 25.00
1997 26.05 2010 25.00
1998 25.90 2011 25.00
1999 25.75 2012 25.00
2000 25.60 2013 25.00
2001 25.45
plus in all cases that portion of the quarterly dividend accrued thereon to the
redemption date and all unpaid dividends hereon, if any; provided, however, that
none of the 9% Class A Preferred Stock, 1989 Series, shall be redeemed prior to
October 1, 1994, if such redemption is for the purpose of or in anticipation of
refunding such 9% Class A Preferred Stock, 1989 Series, through the use,
directly or indirectly, of funds borrowed by the Company or of the proceeds of
the issue by the Company of shares of any stock ranking prior to or on a parity
with the 9% Class A preferred Stock, 1989 Series, as to dividends or assets, if
such borrowed funds or such shares have an effective interest cost or effective
dividend cost to the Company (computed in accordance with generally accepted
financial principles), as the case may be, of less than 9.24% per annum.
(c) As and for a sinking fund for said 9% Class A Preferred Stock,
1989 Series, commencing on October 1, 1995, and on each October 1 in each year
thereafter so long as any shares of the 9% Class A Preferred Stock, 1989 Series,
remain outstanding, the Company shall, to the extent of any funds of the Company
legally available therefor and except as otherwise restricted by the Company's
Amended and Restated Certificate of Incorporation, redeem 150,000 shares of 9%
Class A Preferred Stock, 1989 Series, (or such lesser number of such shares as
remain outstanding) at the sinking fund redemption price, plus accrued dividends
to the date fo redemption; provided, however, that if in any year the Company
does not redeem the full number of shares of 9% Class A Preferred Stock, 1989
Series, required to be redeemed pursuant to this sinking fund, the deficiency
shall be made good on the next succeeding October 1 on which the Company has
funds legally available for, and is otherwise permitted to effect, the
redemption of shares of 9% Class A Preferred Stock, 1989 Series, pursuant to
this sinking fund. At the option of the Company, the number of shares of 9%
Class A Preferred Stock, 1989 Series, redeemed on any October 1 may be reduced
by the number of such shares purchased and canceled by the Company during the
preceding twelve-month period or redeemed during such period pursuant to clause
(ii) of subsection (b) hereof. Any shares so redeemed or purchased and canceled
may be given the status of authorized but unissued shares of Senior Stock, but
none of such shares shall be reissued as shares of 9% Class A Preferred Stock,
1989 Series. The Company shall have the option, which shall be noncumulative,
to redeem on October 1, 1995 and on each October 1 thereafter up to an
additional 150,000 shares of 9% Class A Preferred Stock, 1989 Series, at the
sinking fund redemption price, plus accrued dividends to the date of redemption.
No such optional sinking fund shall operate to reduce the number of shares of
the 9% Class A Preferred Stock, 1989 Series, required to be redeemed pursuant
to the mandatory sinking fund provisions hereinabove set forth. If the Company
shall at any time fail to make a full mandatory sinking fund payment on any
sinking fund payment date, the Company shall not pay any dividends or make any
other distributions in respect of outstanding shares of any junior stock (as
that term is defined in Section II, Section 3 of Part Two hereof) of the
Company, other than dividends or distributions in shares of junior stock, or
purchase or otherwise acquire for value any outstanding shares of junior stock,
until all such payments have been made.
RESOLVED, that the officers of the Company are severally authorized
and directed to make, sign, swear to and cause to be filed any and all
certificates and other documents required to make effective the amendment of the
Company's Certificate of Incorporation adopted by the Board at this meeting.
PART FIVE
PROVISIONS WITH RESPECT TO THE CLASS OF COMMON STOCK
Subject to the rights of holders of Senior Stock, the holders of Common
Stock shall have the dividend, voting, liquidation, preemptive and other rights
to which they are entitled under the general corporation law of the State of
Connecticut, as from time to time in effect, except as otherwise provided
herein. The holders of the Common Stock shall have no preemptive right to
subscribe to any future issues of Senior Stock shall have no preemptive right
to subscribe to any future issues of Senior Stock or any other preferred stock
of any class now or hereafter authorized (other than Senior Stock or other
preferred stock which is convertible into Common Stock) nor to any future issues
of bonds, notes or other evidences of indebtedness which may be convertible into
preferred stock. As used in this paragraph, the term "preferred stock" shall
mean stock which has, as against the Common Stock, preferential rights to the
Company's assets in the event of liquidation or preferential rights in respect
of dividends or other distributions, and shall include the aforementioned
classed of Preferred Stock and Class A Preferred Stock.
The Board of Directors shall have the power to issue and dispose of, from
time to time, shares of the authorized and unissued Common Stock at such times,
in such amounts, upon such terms, and in such manner as it may determine, either
for cash or property, or for securities convertible into Common Stock, and to
fix the amount of money or the actual value of the consideration for which such
authorized and unissued Common Stock shall be issued.
EXHIBIT A TO
RESTATED
CERTIFICATE OF
INCORPORATION
TABLE OF CONNECTICUT SPECIAL ACTS
GRANTING RIGHTS, POWERS AND
FRANCHISES TO THE CONNECTICUT
LIGHT AND POWER COMPANY AND
ITS PREDECESSORS
TITLE DATE OF VOLUME PAGE
APPROVAL OF THE COMPILED
SPECIAL LAWS OF
CONNECTICUT OR
CONNECTICUT
SPECIAL ACTS
A - THE CONNECTICUT LIGHT AND POWER
COMPANY, FORMERLY THE ROCKY
RIVER POWER COMPANY
1. Incorporating the 6/22/1905 Vol. XIV P. 860
Rocky River Power
Company
2. Amending the Charter 8/17/1909 Vol. XV P. 1093
of the Rocky River
Power Company
3. Amending the Charter 3/29/1917 Vol. XVII P. 833
of The Housatonic
Power Company
4. Amending the Charter 4/9/1919 Vol. XVIII P. 97
of The Connecticut
Light and Power
Company
5. Amending the Charter 4/15/1919 Vol. XVIII P. 106
of The Connecticut
Light and Power
Company
6. Amending the Charter 5/16/1923 Vol. XIX P. 180
of The Connecticut
Light and Power
Company
7. Amending the Charter 4/26/1927 Vol. XX P. 223
of The Connecticut
Light and Power
Company (Sections 2
and 3 only)
8. Authorizing The 5/23/1927 Vol. XX P. 297
Connecticut Light and
Power Company to
Acquire the Franchises
and Property of The
Bristol and Plainville
Electric Company
B - PREDECESSORS OF THE CONNECTICUT
LIGHT AND POWER COMPANY
1. Housatonic Power Company
1. Incorporating The 3/24/1893 Vol. XI P. 111
Housatonic Power
Company
2. Amending the Charter 6/27/1893 Vol. XI P. 868
of The Housatonic
Power Company
3. Concerning the 3/14/1895 Vol. XII P. 27
Organization of The
Housatonic Power
Company
4. Amending the Charter 5/3/1895 Vol. XII P. 247
of The Housatonic
Power Company
5. Extending the Time for 3/10/1897 Vol. XII P. 692
the Organization of
The Housatonic Power
Company
6. Amending the Charter 3/9/1899 Vol. XIII P. 23
of The Housatonic
Power Company
7. Amending the Charter 8/29/1911 Vol. XVI P. 499
of The Housatonic
Power Company
8. Concerning The 6/6/1913 Vol. XVI P. 1032
Housatonic Power
Company
2. The New Milford Power Company
1. Incorporating The New 4/20/1893 Vol. XI P. 288
Milford Power Company
2. Amending the Charter 3/14/1895 Vol. XII P. 28
of The New Milford
Power Company
3. Amending the Charter 5/21/1903 Vol. XIV P. 252
of The New Milford
Power Company
4. Amending the Charter 7/13/1905 Vol. XIV P. 997
of The New Milford
Power Company
3. The Branford Lighting and Water Company
(formerly The Branford Electric Company)
1. Incorporating The 3/28/1895 Vol. XII P. 104
Branford Electric
Company
2. Amending the Charter 4/7/1897 Vol. XII P. 846
of The Branford
Electric Company
3. Amending the Charter 6/1/1899 Vol. XIII P. 334
of The Branford
Electric Company
4. Amending the Charter 5/8/1901 Vol. XIII P. 791
of The Branford
Lighting and Water
Company
5. Amending the Charter 5/15/1903 Vol. XIV P. 204
of The Branford
Lighting and Water
Company
6. Amending the Charter 5/9/1905 Vol. XIV P. 652
of The Branford
Lighting and Water
Company
4. The United Electric Light and Water Company
1. Incorporating The 6/10/1901 Vol. XIII P. 995
United Electric Light
and Water Company
2. Amending the Charter 5/27/1903 Vol. XIV P. 239
of The United Electric
Light and Water
Company
3. Amending the Charter 6/3/1913 Vol. XVI P. 933
of The United Electric
Light and Water
Company
4. Amending the Charter 5/16/1917 Vol. XVII P. 1051
of The United Electric
Light and Water
Company
5. The Seymour Electric Light Company
1. Incorporating The 5/21/1889 Vol. X P. 1133
Seymour Electric Light
Company
2. Amending the Charter 3/29/1905 Vol. XIV P. 549
of The Seymour
Electric Light Company
3. Amending the Charter 5/1/1917 Vol. XVII P. 949
of The Seymour
Electric Light Company
6. The Meriden Electric Light Company
1. Incorporating The 4/20/1887 Vol. X P. 684
Meriden Electric Light
Company
2. Authorizing The 6/14/1907 Vol. XV P. 255
Meriden Electric Light
Company to Increase
Its Capital Stock and
to Issue Bonds
3. Authorizing The 5/7/1917 Vol. XVII P. 993
Meriden Electric Light
Company to Increase
Its Capital Stock
4. Amending the Charter 4/9/1925 Vol. XIX P. 678
of The Meriden
Electric Light Company
7. The Meriden Gas-Light Company
1. Incorporating the 6/12/1860 Vol. V P. 362
Meriden Gas-Light
Company
2. Authorizing the 5/31/1867 Vol. VI P. 154
Meriden Gas Light
Company to Increase
its Capital Stock
3. Amending the Charter 6/11/1868 Vol. VI P. 320
of the Meriden Gas
Light Company
4. Amending the Charter 3/4/1878 Vol. VIII P. 149
of the Meriden Gas
Light Company
5. Empowering the Meriden 2/28/1883 Vol. IX P. 707
Gas Light Company to
Increase its Capital
Stock
6. Amending the Charter 4/7/1887 Vol. X P. 614
of the Meriden Gas
Light Company
7. Amending the Charter 5/18/1893 Vol. XI P. 473
of the Meriden Gas
Light Company
8. Authorizing the 4/25/1899 Vol. XIII P. 187
Meriden Gas Light
Company to Increase
its Capital Stock and
to Issue Bonds
9. Amending The Charter 4/21/1909 Vol. XV P. 681
of the Meriden Gas
Light Company
10. Authorizing the 6/5/1913 Vol. XVI P. 888
Meriden Gas Light
Company to Increase
its Capital Stock
11. Amending the Charter 4/9/1925 Vol. XIX P. 675
of the Meriden Gas
Light Company
8. The Woodbury Electric Company
(formerly The Woodbury and
Southbury Electric Railway Company)
1. Incorporating The 6/14/1893 Vol. XI P. 720
Woodbury and Southbury
Electric Railway
Company
2. Re-enacting and 4/7/1897 Vol. XII P. 851
Amending the Charter
of The Woodbury and
Southbury Electric
Railway Company
3. Amending the Charter 4/23/1925 Vol. XIX P. 715
of The Woodbury
Electric Company
9. The Westport Electric Company
1. Incorporating The 4/2/1925 Vol. XIX P. 621
Westport Electric
Company
10. The Westport Water Company
1. Incorporating The 5/15/1889 Vol. X P. 1063
Westport Water Company
2. Amending the Charter 3/2/1893 Vol. XI P. 33
of The Westport Water
Company
3. Amending the Charter 6/30/1893 Vol. XI P. 1099
of The Westport Water
Company
4. Incorporating the 7/3/1895 Vol. XII P. 601
United Water and Light
Company
5. Extending the Time for 4/22/1897 Vol. XII P. 904
the Organization of
the United Water and
Light Company
6. Amending the Charter 6/21/1905 Vol. XIV P. 847
of The Westport Water
Company
11. The New Milford Electric Light Company
1. Incorporating The New 5/27/1893 Vol. XI P. 575
Milford Electric Light
Company
2. Amending the Charter 5/16/1911 Vol. XVI P. 190
of The New Milford
Electric Light Company
3. Authorizing The New 3/26/1919 Vol. XVIII P. 29
Milford Electric Light
Company to Increase
Its Capital Stock
4. Authorizing The New 5/3/1921 Vol. XVIII P. 524
Milford Electric Light
Company to Increase
Its Capital Stock
5. Amending the Charter 4/23/1925 Vol. XIX P. 714
of The New Milford
Electric Light Company
6. Concerning an 5/8/1929 Vol. XX P. 848
Amendment to the
Charter of The New
Milford Electric Light
Company
12. The Waterbury and Milldale Tramway Company
1. Incorporating The 6/5/1907 Vol. XV P. 180
Waterbury and Milldale
Tramway Company
2. Amending the Charter 6/2/1927 Vol. XX P. 444
of The Waterbury and
Milldale Tramway
Company
13. Bristol and Plainville Electric Company
(formerly Bristol and Plainville Tramway Company)
1. Incorporating the 6/14/1893 Vol. XI P. 730
Bristol and Plainville
Tramway
2. Merging The Bristol 3/31/1897 Vol. XII P. 822
Electric Light Company
in the Bristol and
Plainville Tramway
Company
3. Amending the Charter 4/7/1897 Vol. XII P. 874
of the Bristol and
Plainville Tramway
Company
4. Amending the Charter 6/13/1899 Vol. XIII P. 284
of the Bristol and
Plainville Tramway
Company
5. Amending the Charter 5/15/1903 Vol. XIV P. 185
of the Bristol and
Plainville Tramway
Company
6. Amending the Charter 7/8/1909 Vol. XV P. 888
of the Bristol and
Plainville Tramway
Company
7. Amending the Charter 5/3/1921 Vol. XVIII P. 500
of the Bristol and
Plainville Tramway
Company
(VALIDATED: PUBLIC ACTS, 1923, CHAPTER 276, APPROVED 6/21/1923)
8. Authorizing the 3/20/1925 Vol. XIX P. 61
Directors of the
Bristol and Plainville
Electric Company to
Change the Par Value
of Its Stock
14. The Bristol Electric Light Company
1. Incorporating The 2/24/1886 Vol. X P. 221
Bristol Electric Light
Company
15. The Middletown Gas Light Company
1. Incorporating "The Passed Vol. III P. 571
Middletown Gas Light 1853
Company"
2. Amending the Charter 7/3/1867 Vol. VI P. 219
of the Middletown Gas
Light Company
3. Amending the Charter 6/11/1873 Vol. VII P. 472
of the Middletown Gas
Light Company
4. Amending the Charter 3/18/1881 Vol. IX P. 69
of The Middletown Gas
Light Company
5. Amending the Charter 3/15/1895 Vol. XII P. 30
of The Middletown Gas
Light Company
6. Amending the Charter 6/6/1913 Vol. XVI P. 1116
of The Middletown Gas
Light Company
7. Amending the Charter 5/6/1927 Vol. XX P. 288
of The Middletown Gas
Light Company
16. The Eastern Connecticut Power Company
1. Incorporated on -- -- --
8/28/1917 under
General Laws
2. Concerning the Sale of 5/8/1919 Vol. XVIII P. 180
Gas and Electricity in
Norwich
3. Authorizing The Shore 5/8/1919 Vol. XVIII P. 204
Line Electric Railway
Company to Sell
Certain Rights and
Property to The
Eastern Connecticut
Power Company
3. Amending the Charter 6/3/1921 Vol. XVIII P. 883
of The Eastern
Connecticut Power
Company
4. Concerning The Eastern 4/4/1923 Vol. XIX P. 133
Connecticut Power
Company
5. Authorizing The 5/23/1927 Vol. XX P. 310
Eastern Connecticut
Power Company to
Acquire the Franchises
and Property of The
Putnam Light and Power
Company, The Danielson
and Plainfield Gas and
Electric Company and
The Lyme Electric
Power Company
17. The Shore Line Electric Railway Company
1. Incorporating The 6/6/1905 Vol. XIV P. 719
Shore Line Electric
Railway Company
2. Amending the Charter 6/10/1909 Vol. XV P. 810
of The Shore Line
Electric Railway
Company and Extending
the Time for
Constructing its
Lines.
3. Concerning Bonds of 6/29/1911 Vol. XVI P. 289
The Shore Line
Electric Railway
Company
4. Amending the Charter 8/22/1911 Vol. XVI P. 439
of The Shore Line
Electric Railway
Company
5. Amending the Charter 6/4/1913 Vol. XVI P. 945
of The Shore Line
Electric Railway
Company
6. Amending the Charter 5/16/1917 Vol. XVII P. 1035
of The Shore Line
Electric Railway
Company
18. The Groton and Stonington Street Railway Company
1. Incorporating The 5/11/1903 Vol. XIV P. 151
Groton and Stonington
Street Railway Company
2. Amending the Charter 7/25/1907 Vol. XV P. 310
of The Groton and
Stonington Street
Railway Company
19. The Norwich & Westerly Traction Company
(formerly The Norwich & Westerly Railway Company,
also The Norwich, Mystic and Westerly Street
Railway Company)
1. Incorporating The 5/11/1903 Vol. XIV P. 158
Norwich, Mystic and
Westerly Street
Railway Company
2. Granting Additional 4/21/1909 Vol. XV P. 660
Powers to The Norwich,
Mystic and Westerly
Street Railway Company
3. Amending the Charter 6/6/1913 Vol. XVI P. 989
of The Norwich &
Westerly Traction
Company
20. The Putnam Light and Power Company
(formerly Putnam Gas Light Company)
1. Incorporating the 3/10/1886 Vol. X P. 276
Putnam Gas Light
Company
2. Reducing the Capital 3/4/1887 Vol. X P. 448
Stock of the Putnam
Gas Light Company
3. Amending the Charter 4/20/1887 Vol. X P. 694
of the Putnam Gas
Light Company
4. Validating an 5/29/1889 Vol. X P. 1176
Amendment to the
Charter of Putnam Gas
Light Company and
Changing Its Corporate
Name
5. Amending the Charter 4/3/1903 Vol. XIV P. 49
of The Putnam Light
and Power Company
6. Amending the Charter 3/16/1905 Vol. XIV P. 528
of The Putnam Light
and Power Company
7. Amending the Charter 3/16/1905 Vol. XIV P. 528
of The Pomfret Club
8. Extending the Time for 5/1/1907 Vol. XV P. 117
the Acceptance of an
Amendment to the
Charter of The Putnam
Light and Power
Company
9. Authorizing The Putnam 4/6/1911 Vol. XVI P. 104
Light and Power
Company to Distribute
and Sell Electricity
in the Town of
Woodstock
10. Amending the Charter 4/6/1911 Vol. XVI P. 116
of The Putnam Light
and Power Company
11. Amending the Charter 4/24/1917 Vol. XVII P. 867
of The Putnam Light
and Power Company
12. Amending the Charter 6/3/1921 Vol. XVIII P. 877
of The Putnam Light
and Power Company
21. The Lyme Electric Power Company
1. Incorporating The Lyme 7/5/1907 Vol. XV P. 331
Electric Power Company
2. Extending the Time for 7/14/1909 Vol. XV P. 898
the Organization of
The Lyme Electric
Power Company
3. Amending the Charter 3/30/1915 Vol. XVII P. 69
of The Lyme Electric
Power Company
22. The Danielson and Plainfield Gas and Electric
Company (formerly The Nashawaug Electric Power
Company)
1. Incorporating The 6/28/1893 Vol. XI P. 882
Nashawaug Electric
Power Company
2. Authorizing the Merger 3/19/1919 Vol. XVIII P. 24
of The People's Light
and Power Company and
The Danielson and
Plainfield Gas and
Electric Company,
under the Name of The
Danielson and
Plainfield Gas and
Electric Company
3. Extending the Time for 5/1/1923 Vol. XIX P. 153
the Acceptance of an
Amendment to the
Charters of The
People's Light and
Power Company and The
Danielson and
Plainfield Gas and
Electric Company
23. The People's Light and Power Company
1. Incorporating The 4/5/1893 Vol. XI P. 178
People's Light and
Power Company
2. Amending the Charter 4/23/1903 Vol. XIV P. 99
of The People's Light
and Power Company
3. Amending the Charter 3/16/1905 Vol. XIV P. 529
of The People's Light
and Power Company
4. Extending the Time for 5/1/1907 Vol. XV P. 104
the Acceptance of an
Amendment to the
Charter of The
People's Light and
Power Company
24. The Gaylordsville Electric Company
1. Incorporating The 5/25/1923 Vol. XIX P. 318
Gaylordsville Electric
Company
25. The Uncas Power Company
1. Incorporating The 7/18/1905 Vol. XIV P. 1082
Uncas Power Company
2. Amending the Charter 6/28/1907 Vol. XV P. 281
of The Uncas Power
Company
3. Amending the Charter 8/24/1909 Vol. XV P. 1116
of The Uncas Power
Company
26. The Kent Electric Light and Gas Company
1. Incorporating The Kent 5/22/1913 Vol. XVI P. 861
Electric Light and Gas
Company
27. The Beacon Falls Electric Company
(formerly The Beacon Falls Rubber Shoe Company)
1. Incorporating The 3/15/1899 Vol. XIII P. 37
Beacon Falls Rubber
Shoe Company
28. The Waterbury Gas Light Company
1. Incorporating "The Passed Vol. III P. 591
Waterbury Gas Light 1854
Company"
2. Amending the Charter 5/29/1873 Vol. VII P. 465
of "The Waterbury Gas
Light Company"
3. Amending the Charter 3/5/1884 Vol. IX P. 922
of The Waterbury Gas
Light Company
4. Amending the Charter 3/26/1884 Vol. IX P. 994
of The Waterbury Gas
Light Company
5. Amending the Charter 3/12/1895 Vol. XII P. 17
of The Waterbury Gas
Light Company
6. Amending the Charter 6/13/1895 Vol. XII P. 386
of The Waterbury Gas
Light Company
7. Validating the 3/1/1897 Vol. XII P. 673
Amendments to the
Charter of The
Waterbury Gas Light
Company
8. Amending the Charter 4/14/1903 Vol. XIV P. 53
of The Waterbury Gas
Light Company
9. Amending the Charter 9/19/1911 Vol. XVI P. 640
of The Waterbury Gas
Light Company and
Authorizing it to
Increase its Capital
Stock and to Issue
Bonds
10. Amending the Charter 9/20/1911 Vol. XVI P. 646
of The Waterbury Gas
Light Company
11. Amending the Charter 5/20/1915 Vol. XVII P. 502
of The Waterbury Gas
Light Company
12. Amending the Charter 4/2/1919 Vol. XVIII P. 52
of The Waterbury Gas
Light Company
13. Amending the Charter 4/16/1925 Vol. XIX P. 685
of The Waterbury Gas
Light Company
14. Concerning the Charter 6/22/1927 Vol. XX P. 385
of The Waterbury Gas
Light Company
15. Amending the Charter 6/12/1929 Vol. XX P. 933
of The Waterbury Gas
Light Company
29. Naugatuck Electric Light Company
1. Incorporating the 4/16/1887 Vol. X P. 650
Naugatuck Electric
Light Company
2. Validating the Charter 5/25/1893 Vol. XI P. 560
of the Naugatuck
Electric Light Company
3. Authorizing the 5/25/1893 Vol. XI P. 561
Naugatuck Electric
Light Company to Issue
Bonds
4. Validating the Charter 3/26/1895 Vol. XII P. 67
and Amendments Thereto
of the Naugatuck
Electric Light Company
5. Authorizing the 3/2/1899 Vol. XIII P. 17
Naugatuck Electric
Light Company to Issue
Bonds
30. The Watertown Gas Company
1. Incorporating The 6/6/1911 Vol. XVI P. 249
Watertown Gas Company
31. Winsted Gas Company
1. Incorporating the 5/30/1860 Vol. V P. 348
Winsted Gas Company
2. Increasing the Capital 6/17/1874 Vol. VII P. 670
Stock of the Winsted
Gas Company
3. Amending the Charter 4/13/1887 Vol. X P. 636
of the Winsted Gas
Company
4. Amending the Charter 5/17/1899 Vol. XIII P. 255
of the Winsted Gas
Company
5. Amending the Charter 5/10/1901 Vol. XIII P. 799
of The Winsted Gas
Company
6. Amending the Charter 4/9/1919 Vol. XVIII P. 90
of the Winsted Gas
Company
32. Central Connecticut Power and Light Company
(formerly The East Haddam Electric Light Company)
1. Incorporating The East 5/18/1893 Vol. XI P. 519
Haddam Electric Light
Company
2. Extending the Time for 7/2/1895 Vol. XII P. 572
Organization of The
East Haddam Electric
Light Company
3. Amending the Charter 2/18/1897 Vol. XII P. 664
of The East Haddam
Electric Light Company
4. Amending the Charter 5/20/1915 Vol. XVII P. 497
of The East Haddam
Electric Light Company
5. Changing the Name of 3/29/1917 Vol. XVII P. 863
The East Haddam
Electric Light Company
to Central Connecticut
Power and Light
Company
6. Amending the Charter 5/17/1921 Vol. XVIII P. 596
of the Central
Connecticut Power and
Light Company
7. Providing for the 6/24/1921 Vol. XVIII P. 1012
Rescission of the
Contract Between the
State and the Central
Connecticut Power and
Light Company
8. Amending the Charter 6/15/1925 Vol. XIX P. 805
of the Central
Connecticut Power and
Light Company
33. The Colchester Electric Light Company
1. Incorporating The 5/9/1893 Vol. XI P. 348
Colchester Electric
Light Company
2. Reviving the Charter 8/10/1909 Vol. XV P. 1089
of The Colchester
Electric Light Company
34. The Essex Light and Power Company
1. Incorporating The 5/17/1899 Vol. XIII P. 221
Essex Light and Power
Company
2. Amending the Charter 7/25/1911 Vol. XVI P. 381
of The Essex Light and
Power Company
35. The Rockville-Willimantic Lighting Company
(formerly The Willimantic and
Stafford Street Railway Company)
1. Incorporating The 7/18/1905 Vol. XIV P. 1096
Willimantic and
Stafford Street
Railway Company
2. Extending the Time for 5/13/1909 Vol. XV P. 737
The Willimantic and
Stafford Street
Railway Company to
Construct its Tracks
3. Authorizing the Laying 5/10/1915 Vol. XVII P. 244
of Certain Gas Pipes
Across Land of the
State in Willimantic
4. Authorizing The 6/2/1921 Vol. XVIII P. 862
Rockville-Willimantic
Lighting Company to
Issue First and
Refunding Mortgage
Bonds and Preferred
Stock
5. Defining the 7/22/1925 Vol. XIX P. 898
Territorial Limits of
The Rockville-
Willimantic Lighting
Company
6. Amending an Act 5/24/1927 Vol. XX P. 299
Authorizing The
Rockville-Willimantic
Lighting Company to
Issue First and
Refunding Mortgage
Bonds and Preferred
Stock
7. Amending the Charter 5/8/1929 Vol. XX P. 761
of The Rockville-
Willimantic Lighting
Company
8. Extending the 6/18/1929 Vol. XX P. 1005
Territorial Limits of
The Rockville-
Willimantic Lighting
Company
36. The Rockville Gas and Electric Company
(formerly The Rockville and
Ellington Street Railway Company)
1. Incorporating The 6/30/1893 Vol. XI P. 997
Rockville and
Ellington Street
Railway Company
2. Amending the Charter 3/31/1897 Vol. XII P. 820
of The Rockville and
Ellington Street
Railway Company, and
Changing Its Name to
The Rockville Gas and
Electric Company
37. The Rockville Gas and Electric Company
(formerly The Rockville Gas Light Company)
1. Incorporating The 7/2/1863 Vol. V P. 554
Rockville Gas Light
Company
2. Amending Charter of 3/28/1883 Vol. IX P. 762
The Rockville Gas
Light Company
3. Amending the Charter 4/12/1893 Vol. XI P. 231
of The Rockville Gas
Light Company
38. The Stafford Springs
Electric Light and Gas Company
1. Incorporating The 4/27/1887 Vol. X P. 713
Stafford Springs
Electric Light and Gas
Company
2. Extending the Time for 6/5/1889 Vol. X P. 1219
Organizing The
Stafford Springs
Electric Light and Gas
Company
3. Amending the Charter 7/11/1907 Vol. XV P. 359
of The Stafford
Springs Electric Light
and Gas Company
39. Willimantic Gas and Electric Light Company
1. Incorporating the 6/20/1899 Vol. XIII P. 550
Willimantic Gas and
Electric Light Company
2. Amending the Charter 6/4/1901 Vol. XIII P. 935
of the Willimantic Gas
and Electric Light
Company
3. Amending the Charter 4/3/1903 Vol. XIV P. 49
of the Willimantic Gas
and Electric Light
Company
4. Amending the Charter 8/13/1909 Vol. XV P. 1095
of the Willimantic Gas
and Electric Light
Company
5. Amending the Charter 5/9/1911 Vol. XVI P. 159
of the Willimantic Gas
and Electric Light
Company
40. Willimantic Electric Light Company
1. Incorporating the 4/15/1887 Vol. X P. 643
Willimantic Electric
Light Company
41. The Citizens' Gas Light Company of Willimantic
1. Incorporating The 6/30/1893 Vol. XI P. 1093
Citizens' Gas Light
Company of Willimantic
2. Validating the 3/1/1897 Vol. XII P. 675
Acceptance of an
Amendment to the
Charter of The
Citizens' Gas Light
Company of Willimantic
42. The Monroe Electric Light Company
1. Incorporating The 5/27/1921 Vol. XVIII P. 675
Monroe Electric Light
Company
43. The Connecticut Electric Service Company
1. Incorporating The 6/15/1925 Vol. XIX P. 834
Connecticut Electric
Service Company
2. Amending the Charter 6/20/1927 Vol. XX P. 377
of The Connecticut
Electric Service
Company
3. Amending the Charter 4/30/1929 Vol. XX P. 838
of The Connecticut
Electric Service
Company
44. The Connecticut Electric Securities Company
1. Incorporated on -- -- --
2/18/1929 under
General Laws.
45. The Northern Connecticut Power Company (1926)
(NO SPECIAL ACTS)
FORMED BY MERGER AND CONSOLIDATION EFFECTIVE ON 4/1/1926
46. The Northern Connecticut Power Company (1905)
1. Incorporating The 6/21/1905 Vol. XIV P. 827
Northern Connecticut
Power Company
47. Connecticut River Company
THE CHARTER RIGHTS OF THE FORMER CONNECTICUT RIVER COMPANY WERE
NOT ACQUIRED BY THE CONNECTICUT LIGHT AND POWER COMPANY AND ARE
NOT INCLUDED HEREIN, BUT REMAIN WITH THE NORTHERN CONNECTICUT
POWER COMPANY.
48. The Northern Connecticut Light and Power Company
(formerly The Enfield Gas Company, also
The Pynchon Land and Construction Company)
1. Incorporating The 4/22/1897 Vol. XII P. 900
Pynchon Land and
Construction Company
2. Extending the Time for 5/17/1899 Vol. XIII P. 187
the Organization of
The Pynchon Land and
Construction Company
3. Amending the Charter 6/17/1901 Vol. XIII P. 1223
of The Pynchon Land
and Construction
Company and Extending
the Time for Its
Organization
4. Extending the Time for 4/14/1903 Vol. XIV P. 51
the Organization of
The Pynchon Land and
Construction Company
5. Amending the Charter 5/5/1905 Vol. XIV P. 635
of The Pynchon Land
and Construction
Company and Changing
Its Name to The
Enfield Gas Company
6. Amending the Charter 5/15/1907 Vol. XV P. 149
of The Northern
Connecticut Light and
Power Company
7. Amending the Charter 7/26/1909 Vol. XV P. 966
of The Northern
Connecticut Light and
Power Company
8. Amending the Charter 5/20/1915 Vol. XVII P. 603
of The Northern
Connecticut Light and
Power Company
49. Windsor Locks Electric Lighting Company
1. Incorporating the 3/17/1886 Vol. X P. 293
Windsor Locks Electric
Lighting Company
2. Amending the Charter 2/12/1889 Vol. X P. 779
of the Windsor Locks
Electric Lighting
Company
3. Authorizing the 4/19/1893 Vol. XI P. 267
Windsor Locks Electric
Lighting Company to
Issue Bonds
4. Extending the Time for 4/24/1895 Vol. XII P. 203
the Issue of Bonds by
the Windsor Locks
Electric Lighting
Company
5. Amending the Charter 5/29/1901 Vol. XIII P. 903
of the Windsor Locks
Electric Lighting
Company
50. Enfield Electric Light and Power Company
1. Incorporating the 6/11/1889 Vol. X P. 1270
Enfield Electric Light
and Power Company
51. The Somers Water Company
(formerly The Somers Electric Company)
1. Incorporating The 6/18/1903 Vol. XIV P. 467
Somers Electric
Company
52. The Village Water Company of Suffield
1. Amending the Charter 5/17/1901 Vol. XIII P. 854
of The Village Water
Company of Suffield
2. Amending the Charter 5/11/1903 Vol. XIV P. 183
of The Village Water
Company of Suffield
53. The Suffield Electric Light Company
1. Incorporating The 5/3/1895 Vol. XII P. 238
Suffield Electric
Light Company
2. Authorizing The 5/31/1899 Vol. XIII P. 128
Suffield Electric
Light Company to
Increase Its Capital
Stock
54. The Talcott Brothers Company
1. Authorizing The 6/3/1925 Vol. XIX P. 915
Talcott Brothers
Company to Maintain
Transmission Lines For
the Purchase and Sale
of Electricity
(Property pertaining to the electric business only.)
ON 6/28/1936, SOLD ENTIRE ELECTRIC TRANSMISSION AND DISTRIBUTION
SYSTEMS TO THE CONNECTICUT LIGHT AND POWER COMPANY.
55. The Baltic Mills Company
(formerly The Baltic Power Company)
1. Incorporating The 6/21/1893 Vol. XI P. 833
Baltic Power Company
2. Amending the Charter 5/23/1895 Vol. XII P. 319
of The Baltic Power
Company
56. The Meriden, Southington
and Compounce Tramway Company
1. Incorporating The 4/7/1897 Vol. XII P. 683
Meriden, Southington
and Compounce Tramway
Company
2. Amending the Charter 6/16/1899 Vol. XIII P. 386
of The Meriden,
Southington and
Compounce Tramway
Company
3. Amending the Charter 6/17/1901 Vol. XIII P. 1217
of The Meriden,
Southington and
Compounce Tramway
Company
4. Amending the Charter 6/22/1903 Vol. XIV P. 471
of The Meriden,
Southington and
Compounce Tramway
Company
5. Amending the Charter 7/18/1905 Vol. XIV P. 1088
of The Meriden,
Southington and
Compounce Tramway
Company and Extending
the Time Within Which
Said Company May
Construct Its Tracks
57. The Waterbury and Pomperaug Valley Railway Company
(formerly The Woodbury and
Seymour Street Railway Company)
1. Incorporating The 5/13/1903 Vol. XIV P. 187
Woodbury and Seymour
Street Railway Company
58. The Woodbury and Waterbury Street Railway Company
1. Incorporating The 6/11/1903 Vol. XIV P. 315
Woodbury and Waterbury
Street Railway Company
59. The Litchfield Electric Light and Power Company
1. Incorporating The 3/24/1897 Vol. XII P. 799
Litchfield Electric
Light and Power
Company
2. Extending the Time for 3/7/1901 Vol. XIII P. 596
Filing the Certificate
of Organization of The
Litchfield Electric
Light and Power
Company
3. Amending the Charter 4/3/1903 Vol. XIV P. 51
of The Litchfield
Electric Light and
Power Company
4. Amending the Charter 4/19/1905 Vol. XIV P. 622
of The Litchfield
Electric Light and
Power Company
5. Extending the Time for 5/25/1905 Vol. XIV P. 700
the Acceptance of the
Amendment to the
Charter of The
Litchfield Electric
Light and Power
Company
6. Amending the Charter 5/3/1921 Vol. XVIII P. 525
of The Litchfield
Electric Light and
Power Company
7. Extending the Time 4/5/1923 Vol. XIX P. 80
Within Which The
Litchfield Electric
Light and Power
Company May Accept an
Amendment to Its
Charter, and
Validating Acts of
Said Corporation
8. Amending the Charter 4/9/1925 Vol. XIX P. 678
of The Litchfield
Electric Light and
Power Company
9. Amending the Charter 6/22/1927 Vol. XX P. 422
of The Litchfield
Electric Light and
Power Company
10. Authorizing The 5/12/1937 Vol. XXII P. 685
Litchfield Electric
Light and Power
Company to Exercise
Its Corporate Rights
in a Portion of the
Town of Harwinton
11. Validating Certain 4/12/1939 Vol. XXIII P. 86
Mergers or
Consolidations of or
Between The Litchfield
Electric Light and
Power Company and The
Washington Electric
Light and Power
Company and The
Litchfield Electric
Light and Power
Company and The
Ridgefield Electric
Light and Power
Company
12. Amending the Charter 4/12/1939 Vol. XXIII P. 95
of The Litchfield
Electric Light & Power
Company, Regarding The
Issuance of Mortgage
Bonds
13. Extending the Time 6/16/1939 Vol. XXIII P. 608
Within Which the
Litchfield Electric
Light & Power Company
May Accept an
Amendment to Its
Charter
14. Amending the Charter 5/9/1945 Vol. XXIV P. 552
of The Litchfield
Electric Light and
Power Company
60. The Washington Electric Light and Power Company
1. Incorporating The 6/13/1907 Vol. XV P. 237
Washington Electric
Light and Power
Company
61. The Ridgefield Electric Company
1. Incorporating The 4/24/1901 Vol. XIII P. 732
Ridgefield Electric
Company
2. Amending the Charter 5/14/1907 Vol. XV P. 153
of The Ridgefield
Electric Company
62. The Clinton Electric Light and Power Company
1. Incorporating The 5/14/1901 Vol. XIII P. 821
Clinton Electric Light
and Power Company
2. Amending the Charter 5/16/1917 Vol. XVII P. 1053
of The Clinton
Electric Light and
Power Company
3. Amending the Charter 4/15/1919 Vol. XVIII P. 110
of The Clinton
Electric Light and
Power Company
4. Amending the Charter 6/22/1927 Vol. XX P. 445
of The Clinton
Electric Light and
Power Company
5. Amending the Charter 5/8/1953 Vol. XXVI P. 864
of The Clinton
Electric Light and
Power Company
63. The Housatonic Public Service Company
(formerly The Derby Gas and
Electric Corporation of Connecticut)
1. Incorporating The 6/21/1935 Vol. XXII P. 351
Derby Gas and Electric
Corporation of
Connecticut
2. Amending the Charter 6/16/1937 Vol. XXII P. 892
of The Derby Gas and
Electric Corporation
of Connecticut and
Changing Its Name to
Derby Gas & Electric
Company
3. Amending the Charter 6/20/1939 Vol. XXIII P. 589
of The Derby Gas and
Electric Company of
Connecticut
4. Amending the Charter 4/30/1953 Vol. XXVI P. 859
of The Derby Gas and
Electric Corporation
of Connecticut and
Changing Its Name to
The Housatonic Public
Service Company
5. Amending the Charter 6/29/1955 Vol. XXVII P. 327
of The Housatonic
Public Service Company
6. Amending the Charter 4/12/1957 Vol. XXVIII P. 125
of The Housatonic
Public Service Company
7. Amending the Charter 4/25/1958 Vol. XXIX P. 32
of The Housatonic
Public Service Company
64. The Derby Gas and Electric Company
(formerly Derby Gas Company, also
The Birmingham Gas Light Company)
1. Incorporating the 5/20/1859 Vol. V P. 223
Birmingham Gas Light
Company
2. Amending the Charter 7/1/1869 Vol. VI P. 668
of the Birmingham Gas
Light Company
3. Amending the Charter 6/14/1871 Vol. VII P. 14
of Birmingham Gas
Light Company
4. Amending the Charter 3/16/1881 Vol. IX P. 49
of the Derby Gas
Company
5. Amending the Charter 2/19/1886 Vol. X P. 214
of the Derby Gas
Company
6. Amending the Charter 3/7/1889 Vol. X P. 818
of the Derby Gas
Company
7. Amending the Charter 5/18/1893 Vol. XI P. 533
of the Derby Gas
Company
8. Amending the Charter 3/23/1897 Vol. XII P. 778
of The Derby Gas
Company
9. Amending the Charter 4/2/1901 Vol. XIII P. 652
of the Derby Gas
Company
10. Amending the Charter 3/29/1905 Vol. XIV P. 545
of The Derby Gas
Company
11. Authorizing The Derby 6/6/1913 Vol. XVI P. 988
Gas Company to
Increase Its Capital
Stock
12. Amending the Charter 4/21/1915 Vol. XVII P. 181
of The Derby Gas
Company
13. Changing the Name of 3/9/1921 Vol. XVIII P. 349
The Derby Gas Company
to The Derby Gas and
Electric Company and
Authorizing Said
Company to Increase
Its Capital Stock
14. Amending the Charter 5/21/1925 Vol. XIX P. 768
of The Derby Gas and
Electric Company
15. Amending the Charter 7/22/1945 Vol. XXIV P. 635
of The Derby Gas and
Electric Company and
Authorizing It to
Increase Its Capital
Stock
16. Amending the Charter 5/24/1949 Vol. XXV P. 876
of The Derby Gas and
Electric Company
65. The Wallingford Gas Light Company
1. Incorporating The 4/14/1881 Vol. IX P. 246
Wallingford Gas Light
Company
2. Amending the Charter 3/14/1883 Vol. IX P. 725
of The Wallingford
Gas-Light Company
3. Validating Amendments 5/16/1889 Vol. X P. 1125
to the Charter of the
Wallingford Gas Light
Company
4. Amending the Charter 5/4/1903 Vol. XIV P. 134
of The Wallingford Gas
Light Company
5. Amending the Charter 7/31/1907 Vol. XV P. 576
of The Wallingford Gas
Light Company
6. Authorizing The 4/20/1921 Vol. XVIII P. 468
Wallingford Gas Light
Company to Issue
Mortgage Bonds
7. Amending the Charter 4/26/1923 Vol. XIX P. 150
of The Wallingford Gas
Light Company
8. Amending the Charter 5/24/1949 Vol. XXV P. 877
of The Wallingford Gas
Light Company
66. The Danbury and Bethel Gas and Electric Light
Company (formerly the Danbury Gas Light Company)
1. Incorporating the Passed Vol. III P. 566
Danbury Gas Light 1854
Company
2. Amending The Charter 4/13/1887 Vol. X P. 642
of The Danbury Gas
Light Company and
Changing Its Name to
The Danbury and Bethel
Gas and Electric Light
Company
3. Authorizing The 6/27/1907 Vol. XV P. 280
Danbury and Bethel Gas
and Electric Light
Company to Increase
Its Capital Stock and
to Issue Bonds
4. Amending the Charter 6/21/1911 Vol. XVI P. 276
of The Danbury and
Bethel Gas and
Electric Light Company
5. Amending the Charter 5/26/1913 Vol. XVI P. 881
of The Danbury and
Bethel Gas and
Electric Light Company
6. Authorizing The 5/16/1917 Vol. XVII P. 1096
Danbury and Bethel Gas
and Electric Light
Company to Increase
Its Capital Stock and
to Issue Bonds
7. Authorizing The 6/12/1929 Vol. XX P. 964
Danbury and Bethel Gas
and Electric Light
Company to Increase
Its Capital Stock to
Issue Bonds
8. Reimbursing The 4/2/1941 Vol. XXIII P. 731
Danbury and Bethel Gas
and Electric Light
Company for Money Paid
to the State in Error
9. Authorizing The 6/10/1941 Vol. XXIII P. 1143
Danbury and Bethel Gas
and Electric Light
Company to Purchase
the Franchises of The
Litchfield Electric
Light and Power
Company
10. Amending The Charter 6/24/1941 Vol. XXIII P. 1287
of the Danbury and
Bethel Gas and
Electric Light Company
11. Extending the Time for 3/15/1943 Vol. XXIV P. 24
Filing Certificates of
Acceptance of Charter
Amendments by Certain
Corporations
12. Amending The Charter 7/22/1945 Vol. XXIV P. 634
of the Danbury and
Bethel Gas and
Electric Light Company
13. Authorizing The 6/30/1947 Vol. XXV P. 381
Danbury and Bethel Gas
and Electric Light
Company to Increase
Its Capital Stock
67. The Danbury Power and Transportation Company
(formerly The Danbury and Bethel Traction Company)
1. Incorporating The 5/13/1919 Vol. XVIII P. 305
Danbury and Bethel
Traction Company
2. Extending the Time for 4/20/1921 Vol. XVIII P. 446
The Organization of
The Danbury and Bethel
Traction Company
3. Extending the Time for 4/3/1923 Vol. XIX P. 63
The Organization of
The Danbury and Bethel
Traction Company
68. Danbury and Bethel Street Railway Company
(formerly Danbury and
Bethel Horse Railway Company)
1. Incorporating the 3/31/1885 Vol. X P. 81
Danbury and Bethel
Horse Railway Company
2. Amending the Charter 3/11/1886 Vol. X P. 275
of the Danbury and
Bethel Horse Railway
Company
3. Legalizing Bonds 3/8/1887 Vol. X P. 452
Issued by the Danbury
and Bethel Horse
Railway Company
4. Amending the Charter 5/4/1887 Vol. X P. 718
of the Danbury and
Bethel Horse Railway
Company
5. Amending the Charter 6/5/1889 Vol. X P. 1219
of the Danbury and
Bethel Horse Railway
Company
6. Amending the Charter 6/21/1893 Vol. XI P. 830
of the Danbury and
Bethel Horse Railway
Company
7. Amending the Charter 5/3/1895 Vol. XII P. 236
of the Danbury and
Bethel Horse Railway
Company
8. Amending the Charter 4/30/1901 Vol. XII P. 748
of the Danbury and
Bethel Street Railway
Company
9. Amending the Charter 6/18/1903 Vol. XIV P. 433
of the Danbury and
Bethel Street Railway
Company
10. Extending the Time for 3/29/1905 Vol. XIV P. 551
the Acceptance by the
Danbury and Bethel
Street Railway Company
of the Amendment to
Its Charter
11. Amending the Charter 7/8/1909 Vol. XV P. 880
of the Danbury and
Bethel Street Railway
Company
12. Extending the Time for 9/19/1911 Vol. XVI P. 644
Constructing Lines of
the Danbury and Bethel
Street Railway Company
13. Amending the Charter 4/30/1913 Vol. XVI P. 777
of the Danbury and
Bethel Street Railway
Company
14. Extending the Time 5/10/1915 Vol. XVII P. 250
Within Which The
Danbury and Bethel
Street Railway Company
May Construct Its
Lines
15. Amending the Charter 5/16/1917 Vol. XVII P. 1031
of the Danbury and
Bethel Street Railway
Company
16. Amending the Charter 5/21/1919 Vol. XVIII P. 221
of the Danbury and
Bethel Street Railway
Company, Relating to
Fares
17. Amending the Charter 4/20/1921 Vol. XVIII P. 441
of the Danbury and
Bethel Street Railway
Company
69. The Bridgeport and
Danbury Electric Railway Company
1. Incorporating The 6/25/1907 Vol. XV P. 184
Bridgeport and Danbury
Electric Railway
Company
2. Amending the Charter 8/31/1911 Vol. XVI P. 595
of The Bridgeport and
Danbury Electric
Railway Company and
Extending the Time for
Constructing Its
Tracks
3. Reviving and Extending 6/6/1913 Vol. XVI P. 1150
the Rights of The
Bridgeport and Danbury
Electric Railway
Company
70. The Fletcher Electric Light Company, Inc.
1. Incorporating The 5/8/1986 1986 Conn. Acts 27 (Reg. Sess.)
Fletcher Electric Light
Company
C - THE HARTFORD ELECTRIC LIGHT COMPANY
1. Incorporating The 4/12/1881 Vol. IX P. 212
Hartford Electric
Light Company
2. Amending the Charter 4/24/1883 Vol. IX P. 820
of The Hartford
Electric Light Company
3. Amending the Charter 5/4/1893 Vol. XI P. 332
of The Hartford
Electric Light Company
4. Authorizing The 3/3/1897 Vol. XII P. 691
Hartford Electric
Light Company to
Purchase or Lease the
Franchises and
Property of The
Hartford Light and
Power Company, and
Amending the Charter
of The Hartford Light
and Power Company
5. Amending the Charter 3/10/1897 Vol. XII P. 697
of The Hartford
Electric Light Company
6. Amending the Charter 4/19/1899 Vol. XIII P. 157
of The Hartford
Electric Light Company
7. Amending the Charter 5/11/1905 Vol. XIV P. 644
of The Hartford
Electric Light Company
8. Amending the Charter 6/15/1905 Vol. XIV P. 763
of The Hartford
Electric Light Company
9. Amending the Charter 7/25/1907 Vol. XV P. 422
of The Hartford
Electric Light Company
10. Amending the Charter 4/6/1911 Vol. XVI P. 116
of The Hartford
Electric Light Company
11. Amending the Charter 3/8/1917 Vol. XVII P. 733
of The Hartford
Electric Light Company
12. Amending the Charter 3/21/1917 Vol. XVII P. 753
of The Hartford
Electric Light Company
13. Amending the Charter 4/10/1917 Vol. XVII P. 936
of The Hartford
Electric Light Company
14. Amending the Charter 4/20/1921 Vol. XVIII P. 473
of The Hartford
Electric Light Company
15. Amending the Charter 5/24/1923 Vol. XIX P. 248
of The Hartford
Electric Light Company
16. Amending the Charter 6/3/1927 Vol. XX P. 299
of The Hartford
Electric Light Company
17. Amending the Charter 6/18/1929 Vol. XX P. 1024
of The Hartford
Electric Light Company
18. Amending the Charter 5/10/1943 Vol. XXIV P. 196
of The Hartford
Electric Light Company
Concerning the
Purchase of Property
19. Amending the Charter 5/10/1943 Vol. XXIV P. 196
of The Hartford
Electric Light Company
Concerning Merger or
Consolidation
20. Amending the Charter 5/10/1943 Vol. XXIV P. 197
of The Hartford
Electric Light Company
Concerning the Sale or
Purchase of Power
21. Amending the Charter 5/28/1947 Vol. XXV P. 202
of The Hartford
Electric Light Company
22. Amending the Charter 5/28/1947 Vol. XXV P. 207
of The Hartford
Electric Light Company
23. Removing the 7/12/1949 Vol. XXV P. 1062
Limitation on Capital
Stock of The Hartford
Electric Light Company
24. Concerning Offering of 7/12/1949 Vol. XXV P. 1062
Stock of The Hartford
Electric Light Company
to Stockholders
25. Amending the Charter 5/28/1953 Vol. XXVI P. 991
of The Hartford
Electric Light Company
26. Amending the Charter 4/22/1959 Vol. XXIX P. 64
of The Hartford
Electric Light Company
D - PREDECESSORS OF THE HARTFORD
ELECTRIC LIGHT COMPANY
1. The East Hartland Improvement Company
1. Incorporated on -- -- --
8/7/1928 under General
Laws
2. Authorizing The East 4/18/1929 Vol. XX P. 660
Hartland Improvement
Company to Purchase
and Distribute
Electricity
3. Amending the Charter 4/9/1937 Vol. XXII P. 596
of The East Hartland
Improvement Company
2. The Hartford Light and Power Company
1. Incorporating The 4/25/1887 Vol. X P. 701
Hartford Light and
Power Company
2. Authorizing The 4/22/1897 Vol. XII P. 904
Hartford Light and
Power Company to Take
Up Its Outstanding
Bonds
3. The Simsbury Electric Company
1. Incorporating The 5/24/1899 Vol. XIII P. 74
Simsbury Electric
Company
2. Amending the Charter 4/6/1911 Vol. XVI P. 101
of The Simsbury
Electric Company
3. Amending the Charter 4/9/1925 Vol. XIX P. 666
of The Simsbury
Electric Company
4. Amending the Charter 5/25/1931 Vol. XXI P. 514
of The Simsbury
Electric Company
5. Amending the Charter 6/29/1939 Vol. XXIII P. 643
of The Simsbury
Electric Company
E - THE CONNECTICUT POWER COMPANY,
FORMERLY THE MARINE POWER COMPANY
1. Incorporating the 5/23/1899 Vol. XIII P. 266
Marine Power Company
2. Extending the Time of 3/28/1901 Vol. XIII P. 641
the Charter of the
Marine Power Company
3. Extending the Time for 6/17/1901 Vol. XIII P. 1188
Organizing the Marine
Power Company
4. Extending the Time for 5/4/1903 Vol. XIV P. 136
Organizing the Marine
Power Company
5. Amending the Charter 9/5/1911 Vol. XVI P. 597
of The Connecticut
Power Company
6. Amending the Charter 6/3/1927 Vol. XX P. 331
of The Connecticut
Power Company
7. Amending the Charter 7/26/1949 Vol. XXV P. 1139
of The Connecticut
Power Company to
Remove Requirement
That Capital Stock be
Offered to
Stockholders
8. Amending the Charter 7/26/1949 Vol. XXV P. 1139
of The Connecticut
Power Company to
Remove the Limitation
on Issuance of Capital
Stock
9. Amending the Charter 5/28/1953 Vol. XXVI P. 1008
of The Connecticut
Power Company
F - PREDECESSORS OF THE CONNECTICUT
POWER COMPANY
1. The Berkshire Power Company
1. Incorporated on -- -- --
12/9/1904 under
General Laws
2. Authorizing The 6/22/1905 Vol. XIV P. 865
Berkshire Power
Company to Erect a Dam
and Take Land Flooded
Thereby
2. The Bolton Electric Company
1. Incorporating The 4/23/1925 Vol. XIX P. 688
Bolton Electric
Company
3. The Eastern Connecticut Electric Power Company
1. Incorporating The 6/5/1903 Vol. XIV P. 297
Eastern Connecticut
Electric Power Company
2. Amending the Charter 7/13/1905 Vol. XIV 1047
of The Eastern
Connecticut Electric
Power Company
4. The Manchester Electric Company
1. Incorporating The 6/14/1893 Vol. XI P. 752
South Manchester
Light, Power, and
Tramway Company
2. Amending the Charter 4/26/1917 Vol. XVII P. 944
of The South
Manchester Light,
Power and Tramway
Company
3. Amending the Charter 5/3/1921 Vol. XVIII P. 524
of The Manchester
Electric Company
4. Authorizing The 4/19/1923 Vol. XIX P. 132
Manchester Electric
Company to Increase
Its Capital Stock and
to Issue Bonds
5. Authorizing The 6/12/1929 Vol. XX P. 935
Manchester Electric
Company to Increase
Its Capital Stock
5. The Manchester Light and Power Company
1. Incorporating The 3/10/1893 Vol. XI P. 44
Manchester Light and
Power Company
6. The Middletown Electric Light Company
1. Incorporating The 4/19/1887 Vol. X P. 666
Middletown Electric
Light Company
2. Amending the Charter 4/21/1909 Vol. XV P. 685
of The Middletown
Electric Light Company
3. Amending the Charter 4/25/1911 Vol. XVI P. 145
of The Middletown
Electric Light Company
7. The New Hartford Electric Company
1. Incorporating The New 6/17/1901 Vol. XIII P. 1228
Hartford Electric
Company
2. Amending the Charter 6/7/1927 Vol. XX P. 303
of The New Hartford
Electric Company
3. Validating the Filing 6/18/1929 Vol. XX P. 1020
of Acceptance of an
Act Amending the
Charter of The New
Hartford Electric
Company
4. Authorizing The New 6/18/1929 Vol. XX P. 1021
Hartford Electric
Company to Increase
Its Capital Stock
8. New London Gas and Electric Company
1. Incorporating the New 3/10/1897 Vol. XII P. 702
London Gas and
Electric Company
2. Amending the Charter 3/10/1897 Vol. XII P. 705
of the New London Gas
and Electric Company
3. Authorizing the New 3/2/1899 Vol. XIII P. 12
London Gas and
Electric Company to
Issue Additional Bonds
4. Amending the Charter 6/11/1901 Vol. XIII P. 1029
of the New London Gas
and Electric Company
5. Amending the Charter 5/12/1903 Vol. XIV P. 204
of the New London Gas
and Electric Company
6. Amending the Charter 4/11/1911 Vol. XVI P. 119
of the New London Gas
and Electric Company
9. The New London Gas Light Company
1. Incorporating The New Passed Vol. III P. 578
London Gas Light 1853
Company
10. The Norfolk Electric Light Company
1. Incorporating The 3/10/1897 Vol. XII P. 660
Norfolk Electric Light
Company
11. Oneco Manufacturing Company
1. Incorporating the 5/9/1893 Vol. XI P. 436
Oneco Manufacturing
Company
12. The Sharon Electric Light Company
1. Incorporating The 5/29/1889 Vol. X P. 1174
Sharon Electric Light
Company
2. Amending the Charter 5/18/1893 Vol. XI P. 516
of The Sharon Electric
Light Company
3. Amending the Charter 5/13/1897 Vol. XII P. 1026
of The Sharon Electric
Light Company
4. Amending the Charter 6/22/1905 Vol. XIV P. 863
of The Sharon Electric
Light Company
5. Amending the Charter 6/2/1913 Vol. XVI P. 907
of The Sharon Electric
Light Company
13. Stamford Electric Lighting Company
1. Incorporating Stamford 4/8/1881 Vol. IX P. 199
Electric Lighting
Company
14. The Stamford Gas and Electric Company
1. Incorporating The 6/14/1893 Vol. XI P. 717
Stamford Gas and
Electric Company
2. Authorizing The 4/23/1897 Vol. XII P. 922
Stamford Gas and
Electric Company to
Issue Additional Bonds
3. Amending the Charter 6/6/1913 Vol. XVI P. 1120
of The Stamford Gas
and Electric Company
4. Amending the Charter 3/19/1915 Vol. XVII P. 38
of The Stamford Gas
and Electric Company
5. Amending a Resolution 4/2/1919 Vol. XVIII P. 70
Incorporating The
Stamford Gas and
Electric Company
6. Authorizing The 6/3/1927 Vol. XX P. 297
Stamford Gas and
Electric Company to
Increase Its Capital
Stock
7. Amending the Charter 4/23/1929 Vol. XX P. 860
of The Stamford Gas
and Electric Company
15. The Stamford Gas Light Company
1. Incorporating The Passed Vol. III P. 586
Stamford Gas Light 1854
Company
2. Amending the Charter 6/12/1860 Vol. V P. 364
of The Stamford Gas-
Light Company
3. Amending the Charter 6/22/1865 Vol. V P. 684
of The Stamford Gas
Light Company
4. Authorizing The 5/27/1869 Vol. VI P. 575
Stamford Gas Light
Company to Increase
Its Capital Stock
5. To Increase the Number 3/24/1880 Vol. VIII P. 398
of Directors of The
Stamford Gas Company
6. Authorizing The 3/8/1881 Vol. IX P. 31
Stamford Gas Light
Company to Accept
Amendment to Its
Charter
7. Amending the Charter 4/2/1889 Vol. X P. 918
of The Stamford Gas-
Light Company
16. The Thomaston Electric Light Company
1. Incorporating The 4/10/1889 Vol. X P. 947
Thomaston Electric
Light Company
17. The Torrington Electric Light Company
1. Incorporating The 4/13/1887 Vol. X P. 625
Torrington Electric
Light Company
2. Amending the Charter 3/2/1899 Vol. XIII P. 13
of The Torrington
Electric Light Company
3. Amending the Charter 6/22/1905 Vol. XIV P. 856
of The Torrington
Electric Light Company
4. Authorizing The 5/1/1907 Vol. XV P. 111
Torrington Electric
Light Company to
Increase Its Capital
Stock
5. Amending the Charter 4/9/1915 Vol. XVII P. 131
of The Torrington
Electric Light Company
6. Amending the Charter 6/3/1921 Vol. XVIII P. 888
of The Torrington
Electric Light Company
7. Amending the Charter 3/9/1923 Vol. XIX P. 28
of The Torrington
Electric Light Company
8. Authorizing The 4/2/1925 Vol. XIX P. 632
Torrington Electric
Light Company to
Increase Its Capital
Stock
9. Amending the Charter 6/9/1933 Vol. XXI P. 1145
of The Torrington
Electric Light Company
18. The Union Electric Light and Power Company
1. Incorporating The 5/10/1901 Vol. XIII P. 794
Union Electric Light
and Power Company
2. Amending the Charter 3/27/1907 Vol. XV P. 50
of The Union Electric
Light and Power
Company
3. Amending the Charter 5/7/1907 Vol. XV P. 131
of The Union Electric
Light and Power
Company
4. Amending the Charter 5/20/1909 Vol. XV P. 762
of The Union Electric
Light and Power
Company
5. Amending the Charter 6/6/1913 Vol. XVI P. 999
of The Union Electric
Light and Power
Company
6. Amending the Charter 3/9/1923 Vol. XIX P. 28
of The Union Electric
Light and Power
Company
7. Authorizing The Union 6/7/1927 Vol. XX P. 308
Electric Light and
Power Company to
Increase Its Capital
Stock and Amending Its
Charter
8. Validating the Filing 6/12/1929 Vol. XX P. 936
of Acceptance of an
Act Amending the
Charter of The Union
Electric Light and
Power Company
G - CONNECTICUT RAILWAY AND LIGHTING
COMPANY, FORMERLY THE GAS SUPPLY COMPANY
1. Incorporating The Gas 7/2/1895 Vol. XII P. 586
Supply Company
2. Amending the Charter 3/2/1899 Vol. XIII P. 17
of The Gas Supply
Company
3. Amending the Charter 4/30/1901 Vol. XIII P. 752
of the Connecticut
Railway and Lighting
Company
4. Amending the Charter 3/18/1903 Vol. XIV P. 13
of the Connecticut
Railway and Lighting
Company
5. Amending the Charter 4/23/1903 Vol. XIV P. 103
of the Connecticut
Railway and Lighting
Company
6. Amending the Charter 4/29/1903 Vol. XIV P. 120
of the Connecticut
Railway and Lighting
Company
7. Amending the Charter 5/4/1903 Vol. XIV P. 135
of the Connecticut
Railway and Lighting
Company
8. Confirming the Right 5/15/1903 Vol. XIV P. 178
of the Connecticut
Railway and Lighting
Company to Construct
Its Railway Along
North Main Street in
Ansonia
9. Amending the Charter 3/16/1905 Vol. XIV P. 530
of the Connecticut
Railway and Lighting
Company
10. Amending the Charter 3/16/1905 Vol. XIV P. 530
of the Connecticut
Railway and Lighting
Company
11. Amending the Charter 5/2/1905 Vol. XIV P. 624
of the Connecticut
Railway and Lighting
Company
12. Amending the Charter 5/25/1905 Vol. XIV P. 703
of the Connecticut
Railway and Lighting
Company
13. Amending the Charter 7/31/1907 Vol. XV P. 571
of the Connecticut
Railway and Lighting
Company
14. Amending the Charter 8/10/1909 Vol. XV P. 1073
of the Connecticut
Railway and Lighting
Company
15. Amending the Charter 8/10/1909 Vol. XV P. 1073
of the Connecticut
Railway and Lighting
Company
16. Amending the Charter 8/13/1909 Vol. XV P. 1081
of the Connecticut
Railway and Lighting
Company
17. Extending the Time 8/13/1909 Vol. XV P. 1082
Within Which the
Connecticut Railway
and Lighting Company
May Construct Its Line
in Bridgeport and
Stratford
18. Amending the Charter 8/29/1911 Vol. XVI P. 496
of the Connecticut
Railway and Lighting
Company
19. Amending the Charter 6/5/1913 Vol. XVI P. 1224
of the Connecticut
Railway and Lighting
Company
20. Amending the Charter 5/14/1915 Vol. XVII P. 283
of the Connecticut
Railway and Lighting
Company
21. Amending the Charter 5/17/1917 Vol. XVII P. 1056
of the Connecticut
Railway and Lighting
Company
22. Amending the Charter 5/16/1917 Vol. XVII P. 1093
of the Connecticut
Railway and Lighting
Company
23. Amending the Charter 5/1/1919 Vol. XVIII P. 137
of the Connecticut
Railway and Lighting
Company
24. Amending the Charter 5/5/1927 Vol. XX P. 390
of the Connecticut
Railway and Lighting
Company
H - PREDECESSORS OF CONNECTICUT
RAILWAY AND LIGHTING COMPANY
1. The Norwalk and South Norwalk Electric Light
Company
1. Incorporating The 4/20/1887 Vol. X P. 682
Norwalk and South
Norwalk Electric Light
Company
2. The Norwalk Gas Light Company
1. Incorporating The Passed Vol. III P. 580
Norwalk Gas Light 1856
Company
2. Amending the Charter 5/30/1866 Vol. VI P. 11
of The Norwalk Gas
Light Company
3. Amending the Charter 4/7/1887 Vol. X P. 613
of The Norwalk Gas
Light Company
3. The Greenwich Gas and Electric Lighting Company
1. Incorporating The 3/13/1885 Vol. X P. 34
Greenwich Gas and
Electric Lighting
Company
2. Validating the 4/20/1887 Vol. X P. 695
Organization of The
Greenwich Gas and
Electric Lighting
Company
3. Amending the Charter 5/23/1889 Vol. X P. 1117
of The Greenwich Gas
and Electric Lighting
Company
4. Amending the Charter 5/31/1893 Vol. XI P. 604
of The Greenwich Gas
and Electric Lighting
Company
5. Authorizing The 4/24/1895 Vol. XII P. 201
Greenwich Gas and
Electric Lighting
Company to Maintain a
Wharf and Construct
Sea-walls
4. Naugatuck Electric Light Company
1. Incorporating the 4/16/1887 Vol. X P. 650
Naugatuck Electric
Light Company
2. Validating the Charter 5/25/1893 Vol. XI P. 560
of the Naugatuck
Electric Light Company
3. Authorizing the 5/25/1893 Vol. XI P. 561
Naugatuck Electric
Light Company to Issue
Bonds
4. Validating the Charter 3/26/1895 Vol. XII P. 67
and Amendments Thereto
of the Naugatuck
Electric Light Company
5. Authorizing the 3/2/1899 Vol. XIII P. 17
Naugatuck Electric
Light Company to Issue
Bonds
5. Central Railway and Electric Company
(formerly The New Britain Tramway Company)
1. Incorporating The New 2/24/1886 Vol. X P. 233
Britain Tramway
Company
2. Amending the Charter 5/4/1887 Vol. X P. 721
of The New Britain
Tramway Company
3. Amending the Charter 5/18/1887 Vol. X P. 745
of The New Britain
Tramway Company
4. Amending the Charter 6/15/1893 Vol. XI P. 774
of The New Britain
Tramway Company
5. Amending the Charter 6/28/1893 Vol. XI P. 893
of the Central Railway
and Electric Company
6. Amending the Charter 3/1/1897 Vol. XII P. 683
of the Central Railway
and Electric Company
6. New Britain Electric Light Company
(formerly The New Britain Schuyler
Electric Light Company)
1. Incorporating The New 4/27/1887 Vol. X P. 708
Britain Schuyler
Electric Light Company
2. Changing the Name of 4/2/1889 Vol. X P. 906
The New Britain
Schuyler Electric
Light Company
7. Plainville Electric Light and Power Company
1. Incorporating the 5/31/1893 Vol. XI P. 602
Plainville Electric
Light and Power
Company
8. The Newington Tramway Company
1. Incorporating The 6/30/1893 Vol. XI P. 1035
Newington Tramway
Company
2. Amending the Charter 3/1/1897 Vol. XII P. 686
of The Newington
Tramway Company
9. The Norwalk Street Railway Company
(formerly the Norwalk Horse Railroad Company)
1. Incorporating the 6/28/1862 Vol. V P. 487
Norwalk Horse Railroad
Company
2. Amending the Charter 6/24/1864 Vol. V P. 586
of the Norwalk Horse
Railroad Company
3. Authorizing the 6/25/1869 Vol. VI P. 656
Norwalk Horse Railroad
Company to increase
its Capital Stock
4. Amending the Charter 6/21/1870 Vol. VI P. 828
of the Norwalk Horse
Railroad Company
5. Amending the Charter 7/27/1871 Vol. VII P. 146
of the Norwalk Horse
Railroad Company
6. Amending the Charter 7/30/1872 Vol. VII P. 380
of the Norwalk Horse
Railway Company
7. Amending the Charter 3/30/1886 Vol. X P. 330
of the Norwalk Horse
Railroad Company
8. Amending the Charter 6/30/1893 Vol. XI P. 1045
of the Norwalk Horse
Railroad Company
9. Amending the Charter 6/19/1895 Vol. XII P. 426
of The Norwalk Street
Railway Company
10. Amending the Charters 6/25/1895 Vol. XII P. 474
of The Norwalk Street
Railway Company and
The Norwalk Tramway
Company
11. Amending the Charter 5/25/1899 Vol. XIII P. 207
of The Norwalk Street
Railway Company
10. Bridgeport Traction Company
1. Formed by -- -- --
Consolidation of
Bridgeport Railway
Company, The
Bridgeport Horse
Railroad Company and
East End Railway
Company under General
Laws on 7/20/1893
2. Amending the Charter 5/18/1897 Vol. XII P. 1036
of the Bridgeport
Traction Company
3. Amending the Charter 6/1/1899 Vol. XIII P. 286
of the Bridgeport
Traction Company
4. Amending the Charter 4/9/1901 Vol. XIII P. 678
of the Bridgeport
Traction Company
11. Bridgeport Railway Company
1. Incorporating the 6/28/1893 Vol. XI P. 872
Bridgeport Railway
Company
12. The Bridgeport Horse Railroad Company
1. Incorporating The 6/30/1864 Vol. V P. 607
Bridgeport Horse
Railroad Company
2. Amending the Charter 6/6/1866 Vol. VI P. 28
of the Bridgeport
Horse Railroad Company
3. Amending the Charter 2/24/1886 Vol. X P. 233
of the Bridgeport
Horse Railroad Company
4. Amending the Charter 5/16/1889 Vol. X P. 1118
of the Bridgeport
Horse Railroad Company
5. Authorizing the 5/25/1893 Vol. XI P. 575
Bridgeport Horse
Railroad Company to
Cross Steam Railroad
at Grade
6. Amending the Charter 6/28/1893 Vol. XI P. 879
of the Bridgeport
Horse Railroad Company
7. Amending the Charter 7/1/1893 Vol. XI P. 975
of the Bridgeport
Horse Railroad Company
13. East End Railway Company
(formerly The Bridgeport and
West Stratford Horse Railroad Company)
1. Incorporating The 4/22/1885 Vol. X P. 168
Bridgeport and West
Stratford Horse
Railroad Company
2. Amending the Charter 3/2/1886 Vol. X P. 247
of the Bridgeport and
West Stratford Horse
Railroad Company
3. Amending the Charter 5/9/1889 Vol. X P. 1098
of the Bridgeport and
West Stratford Horse
Railroad Company and
Changing Its Name
4. Amending the Charter 5/5/1893 Vol. XI P. 422
of The East End
Railway Company
5. Amending the Charter 6/28/1893 Vol. XI P. 878
of The East End
Railway Company
14. Milford Street Railway Company
1. Incorporating the 6/13/1895 Vol. XII P. 387
Milford Street Railway
Company
2. Amending the Charter 3/24/1897 Vol. XII P. 788
of the Milford Street
Railway Company
3. Amending the Charter 5/19/1899 Vol. XIII P. 298
of the Milford Street
Railway Company
4. Amending the Charter 4/9/1901 Vol. XIII P. 678
of the Milford Street
Railway Company
15. Southington and Plantsville Tramway Company
1. Incorporating the 4/16/1887 Vol. X P. 655
Southington and
Plantsville Tramway
Company
2. Amending the Charter 3/12/1889 Vol. X P. 827
of the Southington and
Plantsville Tramway
Company
3. Abating Taxes of The 5/9/1895 Vol. XII P. 290
Southington and
Plantsville Tramway
Company
4. Amending the Charter 4/7/1897 Vol. XII P. 862
of the Southington and
Plantsville Tramway
Company
16. The Waterbury Traction Company
(formerly Waterbury Horse Railroad Company)
1. Incorporating the 3/18/1884 Vol. IX P. 941
Waterbury Horse
Railroad Company
2. Amending the Charter 2/24/1886 Vol. X P. 242
of the Waterbury Horse
Railroad Company
3. Amending the Charter 6/14/1893 Vol. XI P. 724
and Changing the Name
of the Waterbury Horse
Railroad Company
4. Amending the Charter 6/27/1893 Vol. XI P. 868
of The Waterbury
Traction Company
5. Amending the Charter 6/20/1895 Vol. XII P. 390
of The Waterbury
Traction Company
6. Amending the Charter 5/12/1897 Vol. XII P. 1016
of The Waterbury
Traction Company
17. The Connecticut Electric Company
(formerly The Connecticut District
Telegraph and Electric Company)
1. Incorporated on -- -- --
11/26/1883 under
General Laws
2. Incorporating The 4/13/1887 Vol. X P. 620
Connecticut Electric
Company
18. The Norwalk Tramway Company
1. Incorporating The 5/6/1889 Vol. X P. 1067
Norwalk Tramway
Company
2. Amending the Charter 6/29/1893 Vol. XI P. 971
of the Norwalk Tramway
Company
3. Amending the Charters 6/25/1895 Vol. XII P. 474
of The Norwalk Street
Railway Company and
The Norwalk Tramway
Company
4. Amending the Charter 7/3/1895 Vol. XII P. 600
of the Norwalk Tramway
Company
5. Amending the Charter 6/2/1897 Vol. XII P. 1175
of the Norwalk Tramway
Company
6. Amending the Charter 6/20/1899 Vol. XIII P. 480
of The Norwalk Tramway
Company
7. Amending the Charter 4/24/1901 Vol. XIII P. 725
of The Norwalk Tramway
Company
19. The Shelton Street Railway Company
1. Incorporating The 6/21/1893 Vol. XI P. 830
Shelton Street Railway
Company
2. Extending the Time for 5/2/1895 Vol. XII P. 285
the Organization of
The Shelton Street
Railway Company, and
for the Construction
of Its Railway
3. Amending the Charter 3/1/1897 Vol. XII P. 684
of The Shelton Street
Railway Company
4. Amending the Charter 5/23/1899 Vol. XIII P. 277
of the Shelton Street
Railway Company
5. Amending the Charter 4/9/1901 Vol. XIII P. 678
of The Shelton Street
Railway Company
6. Granting The Shelton 5/14/1901 Vol. XIII P. 824
Street Railway Company
the Right to Build and
Maintain a Dam Across
Far Mill River
20. The Westport and Saugatuck Street Railway Company
(formerly The Westport and Saugatuck
Horse Railroad Company)
1. Authorizing and 6/8/1876 Vol. VIII P. 7
empowering the
Westport and Saugatuck
Horse Railroad Company
to construct, operate,
and maintain a Horse
Railroad
2. Amending the Charter 7/6/1895 Vol. XII P. 622
of The Westport and
Saugatuck Horse
Railroad Company
3. Amending the Charter 7/6/1895 Vol. XII P. 621
of The Westport and
Saugatuck Street
Railway Company
4. Amending the Charter 6/2/1897 Vol. XII P. 1176
of the Westport and
Saugatuck Street
Railway Company
5. Amending the Charter 6/14/1899 Vol. XIII P. 350
of the Westport and
Saugatuck Street
Railway Company
6. Amending the Charter 4/9/1901 Vol. XIII P. 678
of The Westport and
Saugatuck Street
Railway Company
21. Derby Street Railway Company
(formerly The Derby Horse Railway Company)
1. Incorporating The 3/19/1885 Vol. X P. 55
Derby Horse Railway
Company
2. Amending the Charter 3/16/1887 Vol. X P. 501
of The Derby Horse
Railway Company
3. Amending the Charter 6/21/1889 Vol. X P. 1331
of the Derby Horse
Railway Company
4. Amending the Charter 6/30/1893 Vol. XI P. 1061
of The Derby Street
Railway Company
5. Extending the Time for 3/31/1897 Vol. XII P. 824
the Construction of
the Road of The Derby
Street Railway Company
6. Amending the Charter 3/15/1899 Vol. XIII P. 36
of the Derby Street
Railway Company
7. Amending the Charter 4/11/1901 Vol. XIII P. 687
of the Derby Street
Railway Company and
Extending Time for
Construction of Tracks
22. Derby and Ansonia Street Railway Company
(formerly The Birmingham and
Ansonia Horse Railroad Company)
1. Incorporating the 6/27/1876 Vol. VIII P. 49
Birmingham and Ansonia
Horse Railroad Company
2. Authorizing The 4/5/1887 Vol. X P. 590
Birmingham and Ansonia
Horse Railroad Company
to Issue Bonds
3. Amending the Charter 6/30/1893 Vol. XI P. 1058
and Changing the Name
of The Birmingham and
Ansonia Horse Railroad
Company
23. Thomaston and Watertown Electric Railway Company
1. Incorporating the 4/30/1901 Vol. XIII P. 741
Thomaston and
Watertown Electric
Railway Company
2. Extending the Time for 6/3/1903 Vol. XIV P. 280
Organizing The
Norwalk, Bridgeport,
and Bethel Traction
Company and the
Thomaston and
Watertown Electric
Railway Company
3. Extending the Time for 4/19/1905 Vol. XIV P. 612
Organizing The
Thomaston and
Watertown Electric
Railway Company and
for Building Its Lines
4. Amending the Charter 7/31/1907 Vol. XV P. 577
of The Thomaston and
Watertown Electric
Railway Company
24. The Thomaston Tramway Company
1. Incorporating The 7/18/1905 Vol. XIV P. 1077
Thomaston Tramway
Company
2. Amending the Charter 7/17/1907 Vol. XV P. 399
of The Thomaston
Tramway Company
25. Cheshire Street Railway Company
1. Incorporating the 6/17/1901 Vol. XIII P. 1181
Cheshire Street
Railway Company
2. Amending the Charter 4/23/1903 Vol. XIV P. 104
of the Cheshire Street
Railway Company
3. Extending the Time 3/16/1905 Vol. XIV P. 530
Within Which the
Cheshire Street
Railway Company May
Build Its Lines of
Street Railway
4. Extending the Time 7/25/1907 Vol. XV P. 404
Within Which the
Cheshire Street
Railway Company May
Construct Its Tracks
26. The Naugatuck Valley Electric Railway Company
1. Incorporating The 3/25/1903 Vol. XIV P. 26
Naugatuck Valley
Electric Railway
Company
2. Extending the Time 4/17/1907 Vol. XV P. 92
Within Which The
Naugatuck Valley
Electric Railway
Company May Construct
Its Tracks
27. The Meriden, Southington
and Compounce Tramway Company
1. Incorporating The 4/7/1897 Vol. XII P. 863
Meriden, Southington,
and Compounce Tramway
Company
2. Amending the Charter 6/6/1899 Vol. XIII P. 386
of The Meriden,
Southington, and
Compounce Tramway
Company
3. Amending the Charter 6/17/1901 Vol. XIII P. 1217
of The Meriden,
Southington, and
Compounce Tramway
Company
4. Amending the Charter 6/22/1903 Vol. XIV P. 471
of The Meriden,
Southington, and
Compounce Tramway
Company
5. Amending the Charter 7/18/1905 Vol. XIV P. 1088
of The Meriden,
Southington, and
Compounce Tramway
Company and Extending
the Time Within Which
Said Company May
Construct Its Tracks