Exhibit (3a.)
RESTATED ARTICLES OF INCORPORATION
of
NORTHWEST NATURAL GAS COMPANY
as Filed and Effective June 24, 1988
STATE OF OREGON
CORPORATION DIVISION
158 12th Street N.E.
Salem, OR 97310
Registry Number:
014302-14
RESTATED ARTICLES OF INCORPORATION
Business Corporation
1. The name of the corporation is Northwest Natural Gas
Company.
2. A copy of the Restated Articles of Incorporation is
attached.
3. The Restated Articles of Incorporation do not contain
amendments which require shareholder approval. These
Restated Articles were duly adopted by the Board of
Directors.
Execution: Robert L. Ridgley Robert L. Ridgley President
Signature Printed Name Title
Person to contact
about this filing: C. J. Rue (503) 220-2411
Name Daytime Phone
RESTATED ARTICLES OF INCORPORATION
OF
NORTHWEST NATURAL GAS COMPANY
(These Restated Articles of Incorporation of Northwest Natural
Gas Company supersede its theretofore existing Restated Articles
of Incorporation and all amendments thereto.)
ARTICLE I
A. The name of this corporation is NORTHWEST NATURAL GAS
COMPANY, and its duration shall be perpetual.
ARTICLE II
A. The purposes of the corporation are to engage in any lawful
activity for which corporations may be organized under the
Oregon Business Corporation Act.
ARTICLE III
A. The aggregate number of shares of capital stock which the
corporation shall have authority to issue is 33,500,000
shares, divided into 1,500,000 shares of Preferred Stock
without par value, issuable in series as hereinafter
provided, 2,000,000 shares of Preference Stock without par
value, issuable in series as hereinafter provided, and
30,000,000 shares of Common Stock of the par value of $3-1/6
per share.
B. Each certificate for shares of Common Stock of a par value
other than $3-1/6 per share, so long as it remains
outstanding, shall evidence and represent an equal number of
shares of Common Stock of $3-1/6 par value. Each
certificate for shares of the 4.68% Series, 4.75% Series,
6.875% Series or 8% Series of the Preferred Stock of the par
value of $100 per share, so long as it remains outstanding,
shall evidence and represent, respectively, an equal number
of shares of the $4.68 Series, $4.75 Series, $6.875 Series
or $8 Series of the Preferred Stock, without par value.
C. A statement of the preferences, limitations and relative
rights of each class of capital stock of the corporation,
namely, the Preferred Stock, the Preference Stock and the
Common Stock, of the variations in the relative rights and
preferences as between series of the Preferred Stock and as
between series of the Preference Stock, insofar as the same
are fixed by these Restated Articles of Incorporation, and
of the authority vested in the board of directors of the
corporation to establish series of Preferred Stock and
series of Preference Stock and to fix and determine the
variations in the relative rights and preferences as between
series insofar as the same are not fixed by these Restated
Articles of Incorporation, is as follows:
Preferred Stock
1. The shares of the Preferred Stock may be divided into
and issued in series. Each series shall be so
designated as to distinguish the shares thereof from
the shares of all other series of the Preferred Stock
and all other classes of capital stock of the
corporation. To the extent that these Restated
Articles of Incorporation shall not have established
series of the Preferred Stock and fixed and determined
the variations in the relative rights and preferences
as between series, the board of directors shall have
authority, and is hereby expressly vested with
authority, to divide the Preferred Stock into series
and, within the limitations set forth in these Restated
Articles of Incorporation and such limitations as may
be provided by law, to fix and determine the relative
rights and preferences of any series of the Preferred
Stock so established. Such action by the board of
directors shall be expressed in a resolution or
resolutions adopted by it prior to the issuance of
shares of each series, which resolution or resolutions
shall also set forth the distinguishing designation of
the particular series of the Preferred Stock
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established thereby. Without limiting the generality
of the foregoing, authority is hereby expressly vested
in the board of directors so to fix and determine with
respect to any series of the Preferred Stock:
(a) The rate of dividend;
(b) The price at which and the terms and conditions on
which shares may be redeemed;
(c) The amount payable upon shares in the event of
voluntary and involuntary liquidation;
(d) Sinking fund provisions, if any, for the
redemption or purchase of shares; and
(e) The terms and conditions, if any, on which shares
may be converted if the shares of any series are
issued with the privilege of conversion.
All shares of the Preferred Stock of the same series
shall be identical except that shares of the same
series issued at different times may vary as to the
dates from which dividends thereon shall be cumulative;
and all shares of the Preferred Stock, irrespective of
series, shall constitute one and the same class of
stock, shall be of equal rank, and shall be identical
except as to the designation thereof, the date or dates
from which dividends on shares thereof shall be
cumulative, and the relative rights and preferences set
forth above in clauses (a) through (e) of this
subdivision, as to which there may be variations
between different series. Except as otherwise may be
provided by law, by subdivision III.C.7., or by the
resolutions establishing any series of Preferred Stock
in accordance with the foregoing provisions of this
subdivision, whenever the written consent, affirmative
vote, or other action on the part of the holders of the
Preferred Stock may be required for any purpose, such
consent, vote or other action shall be taken by the
holders of the Preferred Stock as a single class
irrespective of series and not by different series.
2. The holders of shares of the Preferred Stock of each
series shall be entitled to receive dividends, when and
as declared by the board of directors, out of any funds
legally available for the payment of dividends, at the
annual rate fixed and determined with respect to each
series either by these Restated Articles of
Incorporation or in accordance with subdivision
III.C.1., and no more, payable quarterly on the 15th
day of February, May, August and November in each year
or on such other date or dates as the board of
directors shall determine in the resolutions
establishing such series. Such dividends shall be
cumulative in the case of shares of each series either
from the date of issuance of shares of such series or
from the first day of the current dividend period
within which shares of such series shall be issued, as
the board of directors shall determine, so that if
dividends on all outstanding shares of each particular
series of the Preferred Stock, at the annual dividend
rates fixed and determined by the board of directors
for the respective series, shall not have been paid or
declared and set apart for payment for all past
dividend periods and for the then current dividend
periods, the deficiency shall be fully paid or
dividends equal thereto declared and set apart for
payment at said rates before any dividends on the
Preference Stock or the Common Stock shall be paid or
declared and set apart for payment. In the event more
than one series of the Preferred Stock shall be
outstanding, the corporation, in making any dividend
payment on the Preferred Stock, shall make payments
ratably upon all outstanding shares of the Preferred
Stock in proportion to the amount of dividends
accumulated thereon to the date of such dividend
payment. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend
payment or payments which may be in arrears.
3. In the event of any dissolution, liquidation or winding
up of the corporation, before any distribution or
payment shall be made to the holders of the Preference
Stock or the Common Stock, the holders of the Preferred
Stock of each series then outstanding shall be entitled
to be paid out of the net assets of the corporation
available for distribution to its shareholders the
respective amounts per share fixed and determined with
respect to each series either by these Restated
Articles of Incorporation or in accordance with
subdivision III.C.1., and no more. If upon
dissolution, liquidation or winding up of the
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corporation, whether voluntary or involuntary, the net
assets of the corporation available for distribution to
its shareholders shall be insufficient to pay the
holders of all outstanding shares of Preferred Stock of
all series the full amounts to which they shall be
respectively entitled as aforesaid, the entire net
assets of the corporation available for distribution
shall be distributed ratably to the holders of all
outstanding shares of Preferred Stock of all series in
proportion to the amounts to which they shall be
respectively so entitled. For the purposes of this
subdivision, any dissolution, liquidation or winding up
which may arise out of or result from the condemnation
or purchase of all or a major portion of the properties
of the corporation by (i) the United States Government
or any authority, agency or instrumentality thereof,
(ii) a State of the United States or any political
subdivision, authority, agency or instrumentality
thereof, or (iii) a district, cooperative or other
association or entity not organized for profit, shall
be deemed to be an involuntary dissolution, liquidation
or winding up; and a consolidation, merger or
amalgamation of the corporation with or into any other
corporation or corporations shall not be deemed to be a
dissolution, liquidation or winding up of the
corporation, whether voluntary or involuntary.
4. (a) Subject to the limitations set forth in
subdivision III.C.9. or fixed and determined in
accordance with subdivision III.C.1., the
Preferred Stock of all series, or of any series
thereof, or any part of any series thereof, at any
time outstanding, may be redeemed by the
corporation, at its election expressed by
resolution of the board of directors, at any time
or from time to time, at the then applicable
redemption price fixed and determined with respect
to each series either by these Restated Articles
of Incorporation or in accordance with subdivision
III.C.1. If less than all of the shares of any
series are to be redeemed, the redemption shall be
made either pro rata or by lot in such manner as
the board of directors shall determine.
(b) In the event the corporation shall so elect to
redeem shares of the Preferred Stock, notice of
the intention of the corporation to do so and of
the date and place fixed for redemption shall be
mailed not less than thirty days before the date
fixed for redemption to each holder of shares of
the Preferred Stock to be redeemed at his address
at it shall appear on the books of the
corporation, and on and after the date fixed for
redemption and specified in such notice (unless
the corporation shall default in making payment of
the redemption price), such holders shall cease to
be shareholders of the corporation with respect to
such shares and shall have no interest in or claim
against the corporation with respect to such
shares, excepting only the right to receive the
redemption price therefor from the corporation on
the date fixed for redemption, without interest,
upon endorsement, if required, and surrender of
their certificates for such shares.
(c) Contemporaneously with the mailing of notice of
redemption of any shares of the Preferred Stock as
aforesaid or at any time thereafter on or before
the date fixed for redemption, the corporation
may, if it so elects, deposit the aggregate
redemption price of the shares to be redeemed with
any bank or trust company doing business in The
City of New York, New York, or Portland, Oregon,
having a capital and surplus of at least
$25,000,000, named in such notice, payable on the
date fixed for redemption in the proper amounts to
the respective holders of the shares to be
redeemed, upon endorsement, if required, and
surrender of their certificates for such shares,
and on and after the making of such deposit such
holders shall cease to be shareholders of the
corporation with respect to such shares and shall
have no interest in or claim against the
corporation with respect to such shares, excepting
only the right to exercise such redemption,
conversion or exchange rights, if any, on or
before the date fixed for redemption as may have
been provided with respect to such shares or the
right to receive the redemption price of their
shares from such bank or trust company on the date
fixed for redemption, without interest, upon
endorsement, if required, and surrender of their
certificates for such shares.
(d) If the corporation shall have elected to deposit
the redemption moneys with a bank or trust company
as permitted by subdivision (c) above, any moneys
so deposited which shall remain unclaimed at the
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end of six years after the redemption date shall
be repaid to the corporation, and upon such
repayment holders of Preferred Stock who shall not
have made claim against such moneys prior to such
repayment shall be deemed to be unsecured
creditors of the corporation for an amount,
without interest, equal to the amount they would
theretofore have been entitled to receive from
such bank or trust company. Any redemption moneys
so deposited which shall not be required for such
redemption because of the exercise, after the date
of such deposit, of any right of redemption,
conversion or exchange or otherwise, shall be
returned to the corporation forthwith. The
corporation shall be entitled to receive any
interest allowed by any bank or trust company on
any moneys deposited with such bank or trust
company as herein provided, and the holders of any
shares called for redemption shall have no claim
against any such interest.
(e) Nothing herein contained shall limit any legal
right of the corporation to purchase or otherwise
acquire any shares of the Preferred Stock.
5. The holders of shares of the Preferred Stock shall have
no right to vote in the election of directors or for
any other purpose, except as may be otherwise provided
by law or by subdivisions III.C.6, 7 and 8. Holders of
Preferred Stock shall be entitled to notice of each
meeting of shareholders at which they shall have any
right to vote, but shall not be entitled to notice of
any other meeting of shareholders.
6. (a) If at any time dividends payable on any share or
shares of Preferred Stock shall be in arrears in
an amount equal to four full quarterly dividends
or more per share, a default in preferred
dividends for the purpose of this subdivision
shall be deemed to have occurred, and having so
occurred, such default shall be deemed to exist
thereafter until, but only until, all unpaid
accumulated dividends on all shares of Preferred
Stock shall have been paid to the last preceding
dividend period. If and whenever a default in
preferred dividends shall occur, a special meeting
of shareholders of the corporation shall be held
for the purpose of electing directors upon the
written request of the holders of at least 10% of
the total number of shares of Preferred Stock then
outstanding. Such meeting shall be called by the
secretary of the corporation upon such written
request and shall be held at the earliest
practicable date upon like notice as that required
for the annual meeting of shareholders of the
corporation and at the place for the holding of
such annual meeting. If notice of such special
meeting shall not be mailed by the secretary
within thirty days after personal service of such
written request upon the secretary of the
corporation or within thirty days of mailing the
same in the United States of America by registered
mail addressed to the secretary at the principal
office of the corporation, then the holders of at
least 10% of the total number of shares of
Preferred Stock then outstanding may designate in
writing one of their number to call such meeting
and the person so designated may call such meeting
upon like notice as that required for the annual
meeting of shareholders and to be held at the
place for the holding of such annual meeting. Any
holder of Preferred Stock so designated shall have
access to the stock books of the corporation for
the purpose of causing a meeting of shareholders
to be called pursuant to the foregoing provisions
of this subdivision.
(b) At any such special meeting, or at the next annual
meeting of shareholders of the corporation for the
election of directors and at each other meeting,
annual or special, for the election of directors
held thereafter (unless at the time of any such
meeting such default in preferred dividends shall
no longer exist), the holders of the outstanding
shares of Preferred Stock, voting separately as a
class irrespective of series, shall have the right
to elect the smallest number of directors which
shall constitute at least one-fourth of the total
number of directors of the corporation, or two
directors, whichever shall be the greater, and the
holders of the outstanding shares of Common Stock,
voting as a class, shall have the right to elect
all other members of the board of directors,
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anything herein or in the bylaws of the
corporation to the contrary notwithstanding. The
terms of office, as directors, of all persons who
may be directors of the corporation at any time
when such special right to elect directors shall
become vested in the holders of the Preferred
Stock shall terminate upon the election of any new
directors to succeed them as aforesaid.
(c) At any meeting, annual or special, of the
corporation, at which the holders of Preferred
Stock shall have the special right to elect
directors as aforesaid, the presence in person or
by proxy of the holders of a majority of the total
number of shares of Preferred Stock then
outstanding shall be required to constitute a
quorum of such class for the election of
directors, and the presence in person or by proxy
of the holders of a majority of the total number
of shares of Common Stock then outstanding shall
be required to constitute a quorum of such class
for the election of directors; provided, however,
that the absence of a quorum of the holders of
shares of any such class shall not prevent the
election at any such meeting or adjournment
thereof of directors by the other class, if the
necessary quorum of the holders of such other
class shall be present at such meeting or any
adjournment thereof; and provided further, that in
the absence of a quorum of holders of shares of
any class, a majority of the holders of the shares
of such class who are present in person or by
proxy shall have power to adjourn the election of
the directors to be elected by such class from
time to time, without notice other than
announcement at the meeting, until the requisite
quorum of holders of such class shall be present
in person or by proxy, but no such adjournment
shall be made to a date beyond the date for the
mailing of the notice of the next annual meeting
of shareholders of the corporation or special
meeting in lieu thereof.
(d) So long as a default in preferred dividends shall
exist, any vacancy in the office of a director
elected by the holders of the Preferred Stock may
be filled at any meeting of shareholders, annual
or special, for the election of directors held
thereafter, and a special meeting of shareholders,
or of the holders of shares of the Preferred
Stock, may be called for the purpose of filling
any such vacancy. So long as a default in
preferred dividends shall exist, any vacancy in
the office of a director elected by the holders of
the Common Stock may be filled by a majority vote
of the remaining directors elected by the holders
of Common Stock.
(e) If and when the default in preferred dividends
which permitted the election of directors by the
holders of the Preferred Stock shall cease to
exist, the holders of the Preferred Stock shall
be divested of any special right with respect to
the election of directors, and the voting power of
the holders of the Preferred Stock and of the
holders of the Common Stock shall revert to the
status existing before the first dividend payment
date on which dividends on the Preferred Stock
were not paid in full, subject to revesting in the
event of each and every subsequent like default in
preferred dividends. Upon the termination of any
such special right, the terms of office of all
persons who may have been elected directors by
vote of the holders of the Preferred Stock
pursuant to such special right shall forthwith
terminate, and the resulting vacancies shall be
filled by the majority vote of the remaining
directors.
7. So long as any shares of the Preferred Stock shall be
outstanding, the corporation shall not, without the
written consent or affirmative vote of the holders of
at least two-thirds of the total number of shares of
the Preferred Stock then outstanding, (i) create or
authorize any new class of stock ranking prior to the
Preferred Stock as to dividends or upon dissolution,
liquidation or winding up, or (ii) amend, alter or
repeal any of the express terms of the Preferred Stock
then outstanding in a manner substantially prejudicial
to the holders thereof. Notwithstanding the foregoing
provisions of this subdivision, if any proposed
amendment, alteration or repeal of any of the express
terms of any outstanding shares of the Preferred Stock
would be substantially prejudicial to the holders of
shares of one or more, but not all, of the series of
the Preferred Stock, only the written consent or
affirmative vote of the holders of at least two-thirds
of the total number of outstanding shares
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of all series so affected shall be required. Any
affirmative vote of the holders of the Preferred Stock,
or of any one or more series thereof, which may be
required in accordance with the foregoing provisions of
this subdivision, upon a proposal to create or
authorize any class of stock ranking prior to the
Preferred Stock or to amend, alter or repeal the
express terms of outstanding shares of the Preferred
Stock or of any one or more series thereof in a manner
substantially prejudicial to the holders thereof may be
taken at a special meeting of the holders of the
Preferred Stock or of the holders of one or more series
thereof called for the purpose, notice of the time,
place and purposes of which shall have been given to
the holders of the shares of the Preferred Stock
entitled to vote upon any such proposal, or at any
meeting, annual or special, of the shareholders of the
corporation, notice of the time, place and purposes of
which shall have been given to holders of shares of the
Preferred Stock entitled to vote on such a proposal.
8. So long as any shares of the Preferred Stock shall be
outstanding, the corporation shall not, without the
written consent or affirmative vote of the holders of
at least a majority of the total number of shares of
Preferred Stock then outstanding:
(a) issue any shares of the Preferred Stock, or of any
other class of stock ranking prior to or on a
parity with the Preferred Stock as to dividends or
upon dissolution, liquidation or winding up,
unless (i) the net income of the corporation
available for the payment of dividends for a
period of twelve consecutive calendar months
within the fifteen calendar months immediately
preceding the issuance of such shares (including,
in any case in which such shares are to be issued
in connection with the acquisition of new
property, the net income of the property so to be
acquired, computed on the same basis as the net
income of the corporation) is at least equal to
two times the annual dividend requirements on all
shares of the Preferred Stock, and on all shares
of all other classes of stock ranking prior to or
on a parity with the Preferred Stock as to
dividends or upon dissolution, liquidation or
winding up, which will be outstanding immediately
after the issuance of such shares, including the
shares proposed to be issued, and (ii) the gross
income of the corporation available for the
payment of interest for a period of twelve
consecutive calendar months within the fifteen
calendar months immediately preceding the issuance
of such shares (including, in any case in which
such shares are to be issued in connection with
the acquisition of new property, the gross income
of the property so to be acquired, computed on the
same basis as the gross income of the corporation)
is at least equal to one and one-half times the
aggregate of the annual interest requirements on
all securities evidencing indebtedness of the
corporation, and the annual dividend requirements
on all shares of the Preferred Stock and on all
shares of all other classes of stock ranking prior
to or on a parity with the Preferred Stock as to
dividends or upon dissolution, liquidation or
winding up, which will be outstanding immediately
after the issuance of such shares, including the
shares proposed to be issued; or
(b) issue any shares of the Preferred Stock, or of any
other class of stock ranking prior to or on a
parity with the Preferred Stock as to dividends or
upon dissolution, liquidation or winding up,
unless the aggregate of the capital of the
corporation applicable to the Common Stock and the
surplus of the corporation (paid-in, earned or
other, if any) shall be not less than the
aggregate amount payable on the involuntary
dissolution, liquidation or winding up of the
corporation on all shares of the Preferred Stock,
and on all shares of all other classes of stock
ranking prior to or on a parity with the Preferred
Stock as to dividends or upon dissolution,
liquidation or winding up, which will be
outstanding immediately after the issuance of such
shares, including the shares proposed to be
issued; provided, however, that if, for the
purposes of meeting the requirements of this
subdivision, it shall become necessary to take
into consideration any surplus of the corporation
the corporation shall not thereafter pay any
dividends on shares of the Preference Stock or the
Common Stock which would result in reducing the
aggregate of the capital of the corporation
applicable to the Common Stock and the surplus of
the corporation to an amount less than the
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aggregate amount payable, on involuntary
dissolution, liquidation or winding up of the
corporation, on all shares of the Preferred Stock
and of any stock ranking prior to or on a parity
with the Preferred Stock, as to dividends or upon
dissolution, liquidation or winding up, at the
time outstanding.
In any case where it would be appropriate, under
generally accepted accounting principles, to combine or
consolidate the financial statements of any predecessor
or subsidiary of the corporation with those of the
corporation, the foregoing computations may be made on
the basis of such combined or consolidated financial
statements. Any affirmative vote of the holders of the
Preferred Stock, which may be required in accordance
with the foregoing provisions of this subdivision, may
be taken at a special meeting of the holders of the
Preferred Stock called for the purpose, notice of the
time, place and purposes of which shall have been given
to the holders of the outstanding shares of the
Preferred Stock, or at any meeting, regular or special,
of the shareholders of the corporation, notice of the
time, place and purposes of which shall have been given
to the holders of the outstanding shares of the
Preferred Stock.
9. The series of Preferred Stock heretofore established
and outstanding on the date of the adoption of these
Restated Articles of Incorporation, together with a
statement of the rights and preferences of each series,
are as follows:
$4.68 Series
(a) The Preferred Stock $4.68 Series, of which 18,600
shares were outstanding at the time of the
adoption of these Restated Articles of
Incorporation, shall have the following rights and
preferences:
(i) the rate of dividend of shares of said Series
shall be $4.68 per annum; the dividend payment
dates shall be the 15th days of February, May,
August and November in each year except that the
date of payment of the first dividend shall be
November 15, 1963; and dividends shall be
cumulative from the date of issue;
(ii) the price at which shares of said Series may
be redeemed shall be $105 per share if the date of
redemption is on or prior to July 31, 1968; $103
per share if the date of redemption is after July
31, 1968 and on or prior to July 31, 1971; $101
per share if the date of redemption is after July
31, 1971 and on or prior to July 31, 1974; and
$100 per share if the date of redemption is after
July 31, 1974; in each case plus unpaid
accumulated dividends, if any, to the date of
redemption; provided, however, that no shares of
said Series may be redeemed on or prior to July
31, 1968, in whole or in part by the use, directly
or indirectly, of the proceeds from the issuance
of any class or series of Preferred Stock of the
corporation bearing an effective dividend rate
(calculated in accordance with acceptable
financial practice) that is less than $4.68 per
annum;
(iii) the amount payable upon shares of said
Series in the event of involuntary liquidation
shall be $100 per share and in the event of
voluntary liquidation shall be an amount equal to
the then applicable redemption price of shares of
said Series plus unpaid accumulated dividends, if
any, to the date of payment;
(iv) shares of said Series shall not be, by their
terms, convertible;
(v) shares of said Series shall be entitled to
the benefits of a purchase fund as follows:
(1) The corporation (unless such action, in
the opinion of counsel for the corporation,
would be contrary to any applicable law or to
any rule or regulation of any governmental
authority having jurisdiction in the
premises) will each year, beginning in 1966,
so long as any shares of said Series are
outstanding, make an offer, in the manner
hereinafter specified, to the holders of
shares of said Series, to purchase on June 15
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in each such year, 1,800 shares of said
Series at $100 per share and accumulated
dividends up to such June 15 (hereinafter
called "$4.68 Series Purchase Offer");
provided, however, that (i) if in any year
the net income of the corporation for the
preceding calendar year (which net income
shall be determined in accordance with the
requirements of the regulatory authority of
the State of Oregon having jurisdiction of
the corporation and after deducting from such
net income one year's dividend requirement on
any Preferred Stock of the corporation
outstanding at the end of such preceding
calendar year whether or not declared or
paid) shall be less than half the sum of
$180,000 plus the maximum obligation,
expressed in dollars, due during the year in
which such $4.68 Series Purchase Offer is to
be made, for sinking funds, purchase funds,
or other analogous devices, if any, for the
retirement of any other Preferred Stock of
the corporation, then the corporation's
obligation, expressed in dollars, to offer to
purchase shares of said Series in such year
shall be limited to such amount as it shall
in its sole discretion determine; and (ii) if
in any year the amount of such net income of
the corporation for the preceding calendar
year (after deducting from such net income
one year's dividend requirement on any
Preferred Stock of the corporation
outstanding at the end of such preceding
calendar year whether or not declared or
paid) shall be not less than half, and not
equal to, the sum of $180,000 plus the
maximum obligation, expressed in dollars, due
during the year in which such $4.68 Series
Purchase Offer is to be made, for sinking
funds, purchase funds, or other analogous
devices, if any, for the retirement of any
other Preferred Stock of the corporation,
then the corporation's obligation, expressed
in dollars, to offer to purchase shares of
said Series in such year shall be the
proportion of said amount so determined which
$180,000 bears to the maximum aggregate of
all sinking funds, purchase funds, or other
analogous devices, if any, for the retirement
of any Preferred Stock of the corporation.
The total number of shares to be purchased
and the number of shares to be purchased from
any holder shall be adjusted to the nearest
full share so that fractional shares need not
be purchased. The obligation of the
corporation to make annually the $4.68 Series
Purchase Offer and to purchase shares of said
Series tendered for sale in accordance with
the terms thereof, hereinafter is referred to
as the "$4.68 Series Purchase Fund
Obligation" and is subject to the terms and
conditions hereinafter set forth.
(2) Beginning on or prior to April 30, 1966,
and on or prior to April 30 in each year
thereafter, the corporation shall deliver to
the Transfer Agent for said Series a
certificate signed by the president or a vice
president or the treasurer or an assistant
treasurer of the corporation stating (i)(a)
whether or not the corporation's obligation,
expressed in dollars, to offer to purchase
shares of said Series is limited by reason of
subdivision (1)(ii) above, and if so, the
amount of such obligation as so limited, and
(b) the number of shares of said Series for
which a $4.68 Series Purchase Offer is to be
made by the corporation in such year, or
(ii) that the net income of the corporation
for the preceding calendar year was such that
the corporation has no $4.68 Series Purchase
Fund Obligation in the current year, or (iii)
that the making of a $4.68 Series Purchase
Offer by the corporation, in the opinion of
counsel for the corporation accompanying such
certificate, would be contrary to an
applicable law or to a rule or regulation of
a governmental authority having jurisdiction
in the premises; provided, however, that if,
on April 1 of any year, there are not funds
legally available, in the opinions of the
signer of such certificate and of counsel for
the corporation accompanying such
certificate, for the payment of the current
$4.68 Series Purchase Fund Obligation, the
corporation may presume for the purposes
hereof that the making of a $4.68 Series
Purchase Offer would be contrary to an
applicable law.
(3) If the certificate filed in any such year
shall state that a $4.68 Series Purchase
Offer is to be made in such year, the
Transfer Agent for said Series with whom such
certificate is filed shall, on or prior to
- 8 -
May 15 of such year, cause to be mailed to
the holders of record of the shares of said
Series at the close of business on the May 1
preceding such mailing (or, if the board of
directors of the corporation has declared a
dividend on the shares of said Series,
payable on May 15, to the holders receiving
such dividend payment at the time of mailing
such dividend payment checks), a notice, in
the name of the corporation, that the
corporation will on June 15 of such year
accept tenders of shares required to satisfy
the $4.68 Series Purchase Fund Obligation
then due at $100 per share and accumulated
dividends to such June 15; provided, however,
that such tender must be received by the
Transfer Agent not later than the close of
business on the fifth full business day
preceding such June 15 and that such tender
must be irrevocable until the close of
business on June 16 of such year. Tenders
may be accepted regardless of whether the
holder so tendering held shares of said
Series at the time notice was given. The
corporation may require, and in such event
said notice shall specify, that each offer to
sell shares of said Series shall be
accompanied by the certificate or
certificates for the shares so offered, the
signature of the holder thereof to be
guaranteed by a bank or trust company (not a
savings bank) or by a firm having membership
in the New York Stock Exchange, together with
evidence satisfactory to the Transfer Agent
of the right of the holder of such shares to
so sell the same to the corporation. The
decision of counsel for the corporation as to
the right of the holder of such shares to
sell the same to the corporation shall
control and be conclusive. Any offer to sell
shall be subject to acceptance in whole or in
part.
(4) In any year in which a $4.68 Series
Purchase Offer is made, the Transfer Agent
for said Series shall on June 15 of such
year, on behalf of the corporation, accept
tenders to sell shares of said Series
received by it up to the full number of
shares covered by the $4.68 Series Purchase
Offer subject to the limitations on
expenditures set forth in the certificate
delivered to the Transfer Agent. If more
shares are properly tendered pursuant to any
annual $4.68 Series Purchase Offer than are
to be purchased, the Transfer Agent shall
accept the tender of such number of shares of
each tendering shareholder as will bear the
same ratio to the total number of shares to
be purchased, as the number of shares of said
Series held of record by such tendering
shareholder bears to the aggregate number of
shares of said Series held of record by all
tendering shareholders. If one or more
holders tender less than their proportionate
share so that any of the number of shares to
be purchased remain unallocated after
apportionment among tendering shareholders on
the foregoing basis the shares then remaining
unallocated shall be again apportioned on the
same basis among any excess tenders and such
process shall be repeated until tenders have
been accepted for the full number of shares
to be purchased.
(5) On or prior to June 15 in each year in
which a $4.68 Series Purchase Offer shall
have been made, the corporation shall deposit
with the Transfer Agent for said Series cash
sufficient to purchase those shares of said
Series, if any, accepted for purchase
pursuant to the $4.68 Series Purchase Offer
made in such year. The Transfer Agent shall,
on or before the next succeeding June 20,
return to the corporation any funds deposited
with it and not used or required to purchase
shares of said Series, pursuant to the $4.68
Series Purchase Offer for such year. The
$4.68 Series Purchase Fund Obligation in any
year shall be deemed to be fully satisfied if
the corporation shall have complied with
these provisions notwithstanding that the
total number of shares purchased by it shall
be less than the total number of shares
covered by the $4.68 Series Purchase Offer
for that year because insufficient offers to
sell were received by it. The $4.68 Series
Purchase Fund Obligation shall not be
cumulative.
(6) Shares of said Series, purchased pursuant
to any $4.68 Series Purchase Offer, shall be
- 9 -
cancelled, shall not be reissued as shares of
said Series, and shall be restored to the
status of authorized but unissued shares of
the Preferred Stock of the corporation.
(7) Unless otherwise provided by law,
nothing herein contained shall prevent or in
any manner restrict the board of directors or
the corporation from authorizing and issuing
any other series of Preferred Stock entitled
to a purchase fund, sinking fund or other
analogous device for the benefit of the
holders of such other series of Preferred
Stock of the corporation, whether or not the
provisions therefor shall correspond with the
provisions for said Series; provided that the
dates on which such other fund or device
shall operate in any particular year shall
correspond with the dates applicable to said
Series and in the event there is a deficiency
in funds legally available to meet the total
obligation due on any date for said Series
and any other series of Preferred Stock of
the corporation, the funds actually
available, if any, or the total number of
shares of said Series which the corporation
may offer to purchase, shall be prorated
between said Series and such other series of
Preferred Stock so that the percentage
allocated to any particular preferred stock
shall correspond with its portion of the
total amount due.
(8) After June 15, 1966, so long as any
shares of said Series shall be outstanding,
no dividends on the Preference Stock or the
Common Stock of the corporation shall,
without the written consent or affirmative
vote of the holders of at least a majority of
the total number of shares of Preferred Stock
then outstanding, be declared and set apart
for payment unless the $4.68 Series Purchase
Fund Obligation applicable to the June 15
immediately preceding the declaration of such
dividend shall have been fully met, in that
the corporation has offered to purchase 1,800
shares of said Series and has purchased or
has available funds to purchase, pursuant to
such $4.68 Series Purchase Offer, such 1,800
shares at $100 per share plus accumulated
dividends to such June 15.
(9) Whenever any of the dates mentioned with
respect to the $4.68 Series Purchase Offer or
$4.68 Series Purchase Fund Obligation shall
not be a full business day in the City of
Portland, Oregon, then any action to be taken
on said date may be taken on the next
succeeding full business day.
$4.75 Series
(b) The Preferred Stock $4.75 Series, of which 20,485
shares were outstanding at the time of the
adoption of these Restated Articles of
Incorporation, shall have the following rights and
preferences:
(i) the rate of dividend of shares of said Series
shall be $4.75 per annum of the par value thereof;
the dividend payment dates shall be the 15th days
of February, May, August and November in each year
except that the date of payment of the first
dividend shall be May 15, 1964; and dividends
shall be cumulative from the date of issue;
(ii) the price at which shares of said Series may
be redeemed shall be $105 per share if the date of
redemption is on or prior to January 31, 1969;
$103 per share if the date of redemption is after
January 31, 1969 and on or prior to January 31,
1972; $101 per share if the date of redemption is
after January 31, 1972 and on or prior to January
31, 1975; and $100 per share if the date of
redemption is after January 31, 1975; in each case
plus unpaid accumulated dividends, if any, to the
date of redemption; provided, however, that no
shares of said Series may be redeemed on or prior
to January 31, 1969; in whole or in part by the
use, directly or indirectly, of the proceeds from
the issuance of any class or series of Preferred
Stock of the corporation bearing an effective
dividend rate (calculated in accordance with
acceptable financial practice) that is less than
$4.75 per annum;
- 10 -
(iii) the amount payable upon shares of said
Series in the event of involuntary liquidation
shall be $100 per share and in the event of
voluntary liquidation shall be an amount equal to
the then applicable redemption price of shares of
said Series plus unpaid accumulated dividends, if
any, to the date of payment;
(iv) shares of said Series shall not be, by their
terms, convertible;
(v) shares of said Series shall be entitled to
the benefits of a purchase fund as follows:
(1) The corporation (unless such action, in
the opinion of counsel for the corporation,
would be contrary to any applicable law or to
any rule or regulation of any governmental
authority having jurisdiction in the
premises) will each year, beginning in 1967,
so long as any shares of said Series are
outstanding, make an offer, in the manner
hereinafter specified, to the holders of
shares of said Series, to purchase on June 15
in each such year, 1,800 shares (less that
number of shares, if any, surrendered in
accordance with the provisions of the
following subdivision) of said Series at
prices up to but not exceeding $100 per share
and accumulated dividends up to such June 15
(hereinafter called "$4.75 Series Purchase
Offer"); provided, however, that (i) if in
any year the net income of the corporation
for the preceding calendar year (which net
income shall be determined in accordance with
the requirements of the regulatory authority
of the State of Oregon having jurisdiction of
the corporation and after deducting from such
net income one year's dividend requirement on
any Preferred Stock of the corporation
outstanding at the end of such preceding
calendar year whether or not declared or
paid) shall be less than half the sum of
$180,000 plus the maximum obligation,
expressed in dollars, due during the year in
which such $4.75 Series Purchase Offer is to
be made, for sinking funds, purchase funds,
or other analogous devices, if any, for the
retirement of any other Preferred Stock of
the corporation, then the corporation's
obligation, expressed in dollars, to offer to
purchase shares of said Series in such year
shall be limited to such amount as it shall
in its sole discretion determine; and (ii) if
in any year the amount of such net income of
the corporation for the preceding calendar
year (after deducting from such net income
one year's dividend requirement on any
Preferred Stock of the corporation
outstanding at the end of such preceding
calendar year whether or not declared or
paid) shall be not less than half, and not
equal to, the sum of $180,000 plus the
maximum obligation, expressed in dollars, due
during the year in which such $4.75 Series
Purchase Offer is to be made, for sinking
funds, purchase funds, or other analogous
devices, if any, for the retirement of any
other Preferred Stock of the corporation,
then the corporation's obligation, expressed
in dollars, to offer to purchase shares of
said Series in such year shall be the
proportion of said amount so determined which
$180,000 bears to the maximum aggregate of
all sinking funds, purchase funds, or other
analogous devices, if any, for the retirement
of any Preferred Stock of the corporation.
The total number of shares to be purchased
and the number of shares to be purchased from
any holder shall be adjusted to the nearest
full share so that fractional shares need not
be purchased. The obligation of the
corporation to make annually the $4.75 Series
Purchase Offer and to purchase shares of said
Series tendered for sale in accordance with
the terms thereof, is hereinafter referred to
as the "$4.75 Series Purchase Fund
Obligation" and is subject to the terms and
conditions hereinafter set forth.
(2) In addition to or in lieu of making a
$4.75 Series Purchase Offer, the $4.75 Series
Purchase Fund Obligation may also be
satisfied in whole or in part by the
surrender by the corporation for cancellation
to the Transfer Agent for said Series, on or
before June 15 of the year as to which the
$4.75 Series Purchase Fund Obligation being
met with such surrender is applicable, of
shares of said Series theretofore acquired by
the corporation; shares so surrendered in
excess of 1,800 shares shall be
- 11 -
credited to the $4.75 Series Purchase Fund
Obligation of the next succeeding year or
years. Such surrender, however, shall not
reduce the corporation's obligation expressed
in dollars to offer to purchase said Series
pursuant to subdivision (1)(ii) above, but
the number of shares of said Series which the
corporation shall offer to purchase shall be
reduced to the difference between 1,800
shares and the number of shares so
surrendered.
(3) Beginning on or prior to April 30, 1967,
and on or prior to April 30 in each year
thereafter, the corporation shall deliver to
the Transfer Agent for said Series a
certificate signed by the president or a vice
president or the treasurer or an assistant
treasurer of the corporation stating (i)(a)
whether or not the corporation's obligation,
expressed in dollars, to offer to purchase
shares of said Series is limited by reason of
subdivision (1)(ii) above, and if so, the
amount of such obligation as so limited, (b)
the number of shares of said Series, if any,
to be surrendered by the corporation for
cancellation on or prior to June 15 in such
year, and (c) the number of shares of said
Series for which a $4.75 Series Purchase
Offer is to be made by the corporation in
such year, or (ii) that the net income of the
corporation for the preceding calendar year
was such that the corporation has no $4.75
Series Purchase Fund Obligation in the
current year, or (iii) that the making of a
$4.75 Series Purchase Offer by the
corporation, in the opinion of counsel for
the corporation accompanying such
certificate, would be contrary to an
applicable law or to a rule or regulation of
a government authority having jurisdiction in
the premises; provided, however, that if, on
April 1 of any year, there are not funds
legally available, in the opinions of the
signer of such certificate and of counsel for
the corporation accompanying such
certificate, for the payment of the current
$4.75 Series Purchase Fund Obligation, the
corporation may presume for the purposes
hereof that the making of a $4.75 Series
Purchase Offer would be contrary to an
applicable law.
(4) If the certificate filed in any such
year shall state that a $4.75 Series Purchase
Offer is to be made in such year, the
Transfer Agent for said Series with whom such
certificate is filed shall, on or prior to
May 15 of such year, cause to be mailed to
the holders of record of the shares of said
Series at the close of business on the May 1
preceding such mailing (or, if the board of
directors of the corporation has declared a
dividend on the shares of said Series,
payable on May 15, to the holders receiving
such dividend payment at the time of mailing
such dividend payment checks), a notice, in
the name of the corporation, that the
corporation will on June 15 of such year
accept tenders of shares required to satisfy
the $4.75 Series Purchase Fund Obligation
then due at prices not exceeding $100 per
share and accumulated dividends to such
June 15; provided, however, that such tender
must be received by the Transfer Agent not
later than the close of business on the fifth
full business day preceding such June 15 and
that such tender must be irrevocable until
the close of business on June 16 of such
year. Tenders may be accepted regardless of
whether the holder so tendering held shares
of said Series at the time notice was given.
The corporation may require, and in such
event said notice shall specify, that each
offer to sell shares of said Series shall be
accompanied by the certificate or
certificates for the shares so offered, the
signature of the holder thereof to be
guaranteed by a bank or trust company ( not a
savings bank) or by a firm having membership
in the New York Stock Exchange, together with
evidence satisfactory to the Transfer Agent
of the right of the holder of such shares to
so sell the same to the corporation. The
decision of counsel for the corporation as to
the right of the holder of such shares to
sell the same to the corporation shall
control and be conclusive. Any offer to sell
shall be subject to acceptance in whole or in
part.
(5) In any year in which a $4.75 Series
Purchase Offer is made, the Transfer Agent
for said Series shall on June 15 of such
year, on behalf of the corporation, accept
tenders to sell shares of said Series
received by it up to the full number of
shares covered by the $4.75 Series Purchase
- 12 -
Offer subject to the limitations on
expenditures set forth in the certificate
delivered to the Transfer Agent upon such
basis as will result in the lowest aggregate
cost to the corporation. The Transfer Agent
shall to the extent necessary select among
tenders made at the same price by lot in such
manner as it may determine.
(6) On or prior to June 15 in each year in
which a $4.75 Series Purchase Offer shall
have been made, the corporation shall
surrender to the Transfer Agent for said
Series, for cancellation, certificates for
the number of shares of said Series, if any,
specified in the certificate for such year to
be surrendered by the corporation to the
Transfer Agent and deposit with the Transfer
Agent cash sufficient to purchase shares of
said Series, if any, accepted for purchase
pursuant to the $4.75 Series Purchase Offer
made in such year. The Transfer Agent shall,
on or before the next succeeding June 20,
return to the corporation any funds deposited
with it and not used or required to purchase
shares of said Series, pursuant to the $4.75
Series Purchase Offer for such year. The
$4.75 Series Purchase Fund Obligation in any
year shall be deemed to be fully satisfied if
the corporation shall have complied with
these provisions notwithstanding that the
total number of shares purchased by it shall
be less than the total number of shares
covered by the $4.75 Series Purchase Offer
for that year because insufficient offers to
sell were received by it. The $4.75 Series
Purchase Fund Obligation shall not be
cumulative.
(7) Shares of said Series, purchased
pursuant to any $4.75 Series Purchase Offer,
or surrendered in whole or partial
satisfaction of the $4.75 Series Purchase
Fund Obligation in any year, shall be
cancelled, shall not be reissued as shares of
said Series, and shall be restored to the
status of authorized but unissued shares of
the Preferred Stock of the corporation.
(8) Unless otherwise provided by law,
nothing herein contained shall prevent or in
any manner restrict the board of directors or
the corporation from authorizing and issuing
any other series of Preferred Stock entitled
to a purchase fund, sinking fund or other
analogous device for the benefit of the
holders of such other series of Preferred
Stock of the corporation, whether or not the
provisions therefor shall correspond with the
provisions for said Series; provided that the
dates on which such other fund or device
shall operate in any particular year shall
correspond with the dates applicable to said
Series and in the event there is a deficiency
in funds legally available to meet the total
obligation due on any date for said Series
and any other series of Preferred Stock of
the corporation, the funds actually
available, if any, or the total number of
shares of said Series which the corporation
may offer to purchase, shall be prorated
between said Series and such other series of
Preferred Stock so that the percentage
allocated to any particular Preferred Stock
shall correspond with its portion of the
total amount due.
(9) After June 15, 1967, so long as any
shares of said Series shall be outstanding,
no dividends on the Preference Stock or the
Common Stock of the corporation shall,
without the written consent or affirmative
vote of the holders of at least a majority of
the total number of shares of Preferred Stock
then outstanding, be declared and set apart
for payment unless the $4.75 Series Purchase
Fund Obligation applicable to the June 15
immediately preceding the declaration of such
dividend shall have been fully met by one of
the following: (a) the surrender by the
corporation to the Transfer Agent for
cancellation of 1,800 shares of said Series
therefore acquired by it, or (b) the
corporation has offered to purchase 1,800
shares of said Series and has purchased or
has available funds to purchase, pursuant to
such $4.75 Series Purchase Offer, such 1,800
shares at prices not exceeding $100 per share
plus accumulated dividends to such June 15,
or (c) the corporation offered to purchase
that number of shares of said Series and has
- 13 -
purchased or has funds available for the
purchase thereof pursuant to such $4.75
Series Purchase Offer at $100 per share plus
accumulated dividends to such June 15 which
when added to the number of shares of said
Series, if any, theretofore acquired by and
surrendered for cancellation to the Transfer
Agent by the corporation shall aggregate
1,800 shares of said Series.
(10) Whenever any of the dates mentioned
with respect to the $4.75 Series Purchase
Offer or $4.75 Series Purchase Fund
Obligation shall not be a full business day
in the City of Portland, Oregon, then any
action to be taken on said date may be taken
on the next succeeding full business day.
$6.875 Series
(c) The Preferred Stock $6.875 Series, of which 28,000
shares were outstanding at the time of the
adoption of these Restated Articles of
Incorporation, shall have the following rights and
preferences:
(i) the rate of dividend of shares of said Series
shall be $6.875 per annum of the par value
thereof; the dividend payment dates shall be the
15th days of February, May, August and November in
each year; and dividends shall be cumulative from
the date of original issue;
(ii) the price at which shares of said Series may
be redeemed shall be $110 per share if the date of
redemption is on or prior to December 31, 1977;
$106 per share if the date of redemption is after
December 31, 1977 and on or prior to December 31,
1980; $103 per share if the date of redemption is
after December 31, 1980 and on or prior to
December 31, 1983; and $100 per share if the date
of redemption is after December 31, 1983; in each
case plus unpaid accumulated dividends, if any, to
the date of redemption, provided, however, that no
shares of said Series may be redeemed (otherwise
than by operation of the sinking fund provided for
in subdivision (v) below) prior to December 31,
1974, directly or indirectly from the proceeds of
or in anticipation of any refunding operation
involving the incurring of indebtedness, or the
issuance of stock, the holder of which will have a
preference to the holders of the Common Stock with
respect to the payment of dividends, having an
effective interest rate, dividend rate or cost
(calculated in accordance with acceptable
financial practice) of less than the annual
dividend rate borne by the shares of said Series;
(iii) the amount payable upon shares of said
Series in the event of involuntary liquidation
shall be $100 per share and in the event in
voluntary liquidation shall be an amount equal to
the then applicable redemption price of shares of
said Series plus unpaid accumulated dividends, if
any, to the date of payment;
(iv) shares of said Series shall not be, by their
terms, convertible;
(v) shares of said Series shall be entitled to
the benefits of a sinking fund as follows:
(1) The corporation (unless such action, in
the opinion of counsel for the corporation,
would be contrary to any applicable law or to
any rule or regulation of any governmental
authority having jurisdiction in the
premises) shall, as a sinking fund for the
retirement of shares of said Series, redeem,
in the manner herein provided, 2,100 shares
of said Series on June 15, 1969 and 2,100
shares of said Series on the 15th day of June
of each year thereafter so long as any shares
of said Series shall remain outstanding, in
each case at the par value thereof per share
plus accrued dividends to the date fixed for
redemption; provided, however, that (i) if in
any year the net income of the corporation
for the preceding calendar year (which net
income shall be determined in accordance with
the requirements of the regulatory authority
of the State of Oregon having jurisdiction of
the corporation and after deducting from such
net income one year's dividend requirement on
any Preferred Stock of the corporation
outstanding at the end of such preceding
- 14 -
calendar year whether or not declared or
paid) shall be less than half the sum of
$210,000 plus the maximum obligation,
expressed in dollars, due during the year in
which said Series sinking fund redemption is
to be made, for sinking funds, purchase
funds, or other analogous devices, if any,
for the retirement of any other Preferred
Stock of the corporation, then the
corporation's obligation, expressed in
dollars, to redeem shares of said Series for
sinking fund purposes in such year shall be
limited to such amount, if any, as it shall
in its sole discretion determine; and (ii) if
in any year the amount of such net income of
the corporation for the preceding calendar
year (determined as aforesaid and after
deducting from such net income one year's
dividend requirement on any Preferred Stock
of the corporation outstanding at the end of
such preceding calendar year whether or not
declared or paid) shall be not less than
half, and not equal to, the sum of $210,000
plus the maximum obligation, expressed in
dollars, due during the year in which said
Series sinking fund redemption is to be made,
for sinking funds, purchase funds or other
analogous devices, if any, for the retirement
of any other Preferred Stock of the
corporation, then the corporation's
obligation, expressed in dollars, to redeem
shares of said Series for sinking fund
purposes in such year shall be the proportion
of said amount so determined which $210,000
bears to the maximum aggregate of all sinking
funds, purchase funds, or other analogous
devices, if any, for the retirement of any
Preferred Stock of the corporation in such
year. The total number of shares to be
redeemed and the number of shares to be
redeemed from any holder shall be adjusted to
the nearest full share so that fractional
shares need not be redeemed. The corporation
may, on any redemption date as above provided
and at its option, credit against its sinking
fund obligation such number of shares of said
Series theretofore redeemed by the
corporation otherwise than for the account of
its sinking fund obligation or such number of
shares of said Series theretofore purchased
by the corporation at a price per share not
in excess of $100 plus accrued dividends and
in either case not theretofore applied as a
credit on its sinking fund obligation. The
sinking fund for said Series shall not be
cumulative. Notice of redemption for each
sinking fund shall be given, and deposit of
the aggregate redemption price may be made,
subject to the general terms and provisions
for redemption of the Preferred Stock set
forth in subdivision III.C.4.
(2) Shares of said Series redeemed pursuant
to the provisions of the sinking fund or
credited thereto shall be cancelled, shall
not be reissued as shares of said Series, and
shall be restored to the status of authorized
but unissued shares of the Preferred Stock of
the corporation.
(3) Unless otherwise provided by law,
nothing herein contained shall prevent or in
any manner restrict the board of directors of
the corporation from authorizing and issuing
any other series of Preferred Stock entitled
to a purchase fund, sinking fund or other
analogous device for the benefit of the
holders of such other series of Preferred
Stock of the corporation, whether or not the
provisions therefor shall correspond with the
provisions for said Series; provided that the
dates on which such other fund or device
shall operate in any particular year shall
correspond with the dates applicable to said
Series and in the event there is a deficiency
in the funds available in any particular year
for the fulfillment of the maximum
requirements of the purchase funds, sinking
funds or other analogous devices of all
outstanding series of Preferred Stock of the
corporation in accordance with the terms
thereof, such funds as are available in
accordance with such terms for such purpose
shall be prorated among all such series so
that the percentage allocated to any
particular Preferred Stock shall correspond
with its portion of the total amount due.
(4) After June 15, 1969, so long as any
shares of said Series shall be outstanding,
no dividends on the Preference Stock or the
Common Stock of the corporation shall,
without the written consent or affirmative
vote of the holders of at least a majority of
the total number of shares of Preferred Stock
then outstanding, be declared and set apart
- 15 -
for payment unless the corporation, on the
June 15th immediately preceding the
declaration of such dividend, shall have
redeemed 2,100 shares of said Series at $100
per share plus accumulated dividends to such
June 15th or in accordance with the terms
hereof shall have taken credits against the
shares of said Series sinking fund which,
with shares redeemed pursuant to such fund
obligation, aggregate 2,100 shares of said
Series.
(5) Whenever any of the dates mentioned with
respect to said Series shall not be a full
business day in the City of Portland, Oregon,
then any action to be taken on said date may
be taken on the next succeeding full business
day.
$8.00 Series
(d) The Preferred Stock $8.00 Series, of which 36,296
shares were outstanding at the time of the
adoption of these Restated Articles of
Incorporation, shall have the following rights and
preferences:
(i) the rate of dividend of shares of said Series
shall be $8.00 per annum; the dividend payment
dates shall be the 15th days of February, May,
August and November in each year; provided,
however, that the initial dividend payment date
shall be August 15, 1971; and dividends shall be
cumulative from the date of original issue;
(ii) the price at which shares of said Series may
be redeemed shall be $110 per share if the date of
redemption is on or prior to April 30, 1981; $106
per share if the date of redemption is after April
30, 1981 and on or prior to April 30, 1984; $103
per share if the date of redemption is after April
30, 1984 and on or prior to April 30, 1987; and
$100 per share if the date of redemption is after
April 30, 1987; in each case plus unpaid
accumulated dividends, if any, to the date of
redemption; provided, however, that no shares of
said Series may be redeemed (otherwise than by
operation of the sinking fund provided for in
subdivision (v) below) prior to April 30, 1981,
directly or indirectly from the proceeds of or in
anticipation of any refunding operation involving
the incurring of indebtedness, or the issuance of
stock, the holder of which will have a preference
to the holders of the Common Stock with respect to
the payment of dividends, having an effective
interest rate, dividend rate or cost (calculated
in accordance with acceptable financial practice)
of less than the annual dividend rate borne by the
shares of said Series;
(iii) the amount payable upon shares of said
Series in the event of involuntary liquidation
shall be $100 per share and in the event of
voluntary liquidation shall be an amount equal to
the then applicable redemption price of shares of
said Series plus unpaid accumulated dividends, if
any, to the date of payment;
(iv) shares of said Series shall not be, by their
terms, convertible;
(v) shares of said Series shall be entitled to
the benefits of a sinking fund as follows:
(1) The corporation (unless such action, in
the opinion of counsel for the corporation,
would be contrary to any applicable law or to
any rule or regulation of any governmental
authority having jurisdiction in the
premises) shall, as a sinking fund for the
retirement of shares of said Series, redeem,
in the manner herein provided, 2,100 shares
of said Series on June 15, 1974 and 2,100
shares of said Series on the 15th day of June
of each year thereafter so long as any shares
of said Series shall remain outstanding, in
each case at the par value thereof per share
plus accrued dividends to the date fixed for
redemption; provided, however, that (i) if in
any year the net income of the corporation
for the preceding calendar year (which net
income shall be determined in accordance with
the requirements of the regulatory authority
of the State of Oregon having jurisdiction of
the corporation and after deducting from such
net income one year's dividend requirement
- 16 -
on any Preferred Stock of the corporation
outstanding at the end of such preceding
calendar year whether or not declared or
paid) shall be less than half the sum of
$210,000 plus the maximum obligation,
expressed in dollars, due during the year in
which said Series sinking fund redemption is
to be made, for sinking funds, purchase
funds, or other analogous devices, if any,
for the retirement of any other Preferred
Stock of the corporation, then the
corporation's obligation, expressed in
dollars, to redeem shares of said Series for
sinking fund purposes in such year shall be
limited to such amount, if any, as it shall
in its sole discretion determine; and (ii) if
in any year the amount of such net income of
the corporation for the preceding calendar
year (determined as aforesaid and after
deducting from such net income one year's
dividend requirement on any Preferred Stock
of the corporation outstanding at the end of
such preceding calendar year whether or not
declared or paid) shall be not less than
half, and not equal to, the sum of $210,000
plus the maximum obligation, expressed in
dollars, due during the year in which said
Series sinking fund redemption is to be made,
for sinking funds, purchase funds, or other
analogous devices, if any, for the retirement
of any other Preferred Stock of the
corporation, then the corporation's
obligation, expressed in dollars, to redeem
shares of said Series for sinking fund
purposes in such year shall be the proportion
of said amount so determined which $210,000
bears to the maximum aggregate of all sinking
funds, purchase funds, or other analogous
devices, if any, for the retirement of any
Preferred Stock of the corporation in such
year. The total number of shares to be
redeemed and the number of shares to be
redeemed from any holder shall be adjusted to
the nearest full share so that fractional
shares need not be redeemed. The corporation
may, on any redemption date as above provided
and at its option, credit against its sinking
fund obligation such number of shares of said
Series theretofore redeemed by the
corporation otherwise than for the account of
its sinking fund obligation or such number of
shares of said Series theretofore purchased
by the corporation at a price per share not
in excess of $100 plus accrued dividends and
in either case not theretofore applied as a
credit on its sinking fund obligation. The
sinking fund for said Series shall not be
cumulative. Notice of redemption for each
sinking fund shall be given, and deposit of
the aggregate redemption price may be made,
subject to the general terms and provisions
for redemption of the Preferred Stock set
forth in subdivision III.C.4.
(2) Shares of said Series redeemed pursuant
to the provisions of the sinking fund or
credited thereto shall be cancelled, shall
not be reissued as shares of said Series, and
shall be restored to the status of authorized
but unissued shares of the Preferred Stock of
the corporation.
(3) Unless otherwise provided by law,
nothing herein contained shall prevent or in
any manner restrict the board of directors of
the corporation from authorizing and issuing
any other series of Preferred Stock entitled
to a purchase fund, sinking fund or other
analogous device for the benefit of the
holders of such other series of Preferred
Stock of the corporation, whether or not the
provisions therefor shall correspond with the
provisions for said Series; provided that the
dates on which such other fund or device
shall operate in any particular year shall
correspond with the dates applicable to said
Series and in the event there is a deficiency
in the funds available in any particular year
for the fulfillment of the maximum
requirements of the purchase funds, sinking
funds or other analogous devices of all
outstanding series of Preferred Stock of the
corporation in accordance with the terms
thereof, such funds as are available in
accordance with such terms for such purpose
shall be prorated among all such series so
that the percentage allocated to any
particular Preferred Stock shall correspond
with its portion of the total amount due.
(4) After June 15, 1974, so long as any
shares of said Series shall be outstanding,
no dividends on the Preference Stock or the
Common Stock of the corporation shall,
- 17 -
without the written consent or affirmative
vote of the holders of at least a majority of
the total number of shares of Preferred Stock
then outstanding, be declared and set apart
for payment unless the corporation, on the
June 15th immediately preceding the
declaration of such dividend, shall have
redeemed 2,100 shares of said Series at $100
per share plus accumulated dividends to such
June 15th or in accordance with the terms
hereof shall have taken credits against the
shares of said Series sinking fund which,
with shares redeemed pursuant to such fund
obligation, aggregate 2,100 shares of said
Series.
(5) Whenever any of the dates mentioned with
respect to said Series shall not be a full
business day in the City of Portland, Oregon,
then any action to be taken on said date may
be taken on the next succeeding full business
day.
$2.42 Series
(e) The Preferred Stock $2.42 Series, of which 300,000
shares were outstanding at the time of adoption of
these Restated Articles of Incorporation, shall
have the following rights and preferences:
(i) the rate of dividend of shares of said Series
shall be $2.42 per annum; the dividend payment
dates shall be the 15th days of February, May,
August and November in each year; provided,
however, that the initial dividend payment date
shall be May 15, 1978; and dividends shall be
cumulative from the date of original issue;
(ii) the price at which shares of said Series may
be redeemed shall be $29.10 per share if the date
of redemption is prior to January 1, 1988; $28.30
per share if the date of redemption is after
December 31, 1987 and prior to January 1, 1993;
and $27.50 per share if the date of redemption is
after December 31, 1992; in each case plus unpaid
accumulated dividends, if any, to the date of
redemption; provided, however, that no shares of
said Series may be redeemed prior to January 1,
1983;
(iii) the amount payable upon shares of said
Series in the event of involuntary liquidation
shall be $25 per share and in the event of
voluntary liquidation shall be an amount equal to
the then applicable redemption price of shares of
said Series plus unpaid accumulated dividends, if
any, to the date of payment;
(iv) shares of said Series shall not be, by their
terms, convertible;
(v) shares of said Series shall be entitled to
the benefits of a sinking fund as follows:
(1) The corporation (unless such action, in
the opinion of counsel for the corporation,
would be contrary to any applicable law or to
any rule or regulation of any governmental
authority having jurisdiction in the
premises) as a sinking fund for the
retirement of shares of said Series, (a)
shall redeem, in the manner herein provided,
20,000 shares of said Series on June 15, 1984
and 20,000 shares of said Series on the 15th
day of June of each year thereafter so long
as any shares of said Series shall remain
outstanding, and (b) at its option, may
redeem, in the manner herein provided, not to
exceed 20,000 additional shares of said
Series on June 15, 1984 and not to exceed
20,000 additional shares of said Series on
the 15th day of June of each year thereafter
so long as any shares of said Series shall
remain outstanding, in each case at $27.50
per share plus accrued dividends to the date
fixed for redemption; provided, however, that
(i) if in any year the net income of the
corporation for the preceding calendar year
(which net income shall be determined in
accordance with the requirements of the
regulatory authority of the State of Oregon
having jurisdiction of the corporation and
after deducting from such net income one
year's dividend requirement on any Preferred
Stock of the corporation outstanding at the
end of such preceding calendar year whether
or not declared or paid) shall be less than
half the sum
- 18 -
of $550,000 plus the maximum obligation,
expressed in dollars, due during the year in
which said Series sinking fund redemption is
to be made, for sinking funds, purchase
funds, or other analogous devices, if any,
for the retirement of any other Preferred
Stock of the corporation, then the
corporation's obligation, expressed in
dollars, to redeem shares of said Series for
sinking fund purposes in such year shall be
limited to such amount, if any, as it shall
in its sole discretion determine; and (ii) if
in any year the amount of such net income of
the corporation for the preceding calendar
year (determined as aforesaid and after
deducting from such net income one year's
dividend requirement on any Preferred Stock
of the corporation outstanding at the end of
such preceding calendar year whether or not
declared or paid) shall be not less than
half, and not equal to, the sum of $550,000
plus the maximum obligation, expressed in
dollars, due during the year in which said
Series sinking fund redemption is to be made,
for sinking funds, purchase funds, or other
analogous devices, if any, for the retirement
of any other Preferred Stock of the
corporation, then the corporation's
obligation, expressed in dollars, to redeem
shares of said Series for sinking fund
purposes in such year shall be the proportion
of said amount so determined which $550,000
bears to the maximum aggregate of all sinking
funds, purchase funds, or other analogous
devices, if any, for the retirement of any
preferred stock of the corporation in such
year. The total number of shares to be
redeemed and the number of shares to be
redeemed from any holder shall be adjusted to
the nearest full share so that fractional
shares need not be redeemed. The corporation
may, on any redemption date as above provided
and at its option, credit against its sinking
fund obligation such number of shares of said
Series theretofore redeemed by the
corporation, otherwise than for the account
of its sinking fund obligation or optional
right, or such number of shares of said
Series theretofore purchased by the
corporation at a price per share not in
excess of $27.50 plus accrued dividends, and
in either case not theretofore applied as a
credit on its sinking fund obligation. The
sinking fund for said Series shall not be
cumulative. Notice of redemption for each
sinking fund shall be given, and deposit of
the aggregate redemption price may be made,
subject to the general terms and provisions
for redemption of the Preferred Stock set
forth in subdivision III.C.4.
(2) Shares of said Series redeemed pursuant
to the provisions of the sinking fund or
credited thereto shall be cancelled, shall
not be reissued as shares of said Series, and
shall be restored to the status of authorized
but unissued shares of the Preferred Stock of
the corporation.
(3) Unless otherwise provided by law,
nothing herein contained shall prevent or in
any manner restrict the Board of Directors of
the corporation from authorizing and issuing
any other series of Preferred Stock entitled
to a purchase fund, sinking fund or other
analogous device for the benefit of the
holders of such other series of Preferred
Stock of the corporation, whether or not the
provisions therefor shall correspond with the
provisions for said Series; provided that the
dates on which such other fund or device
shall operate in any particular year shall
correspond with the dates applicable to said
Series and in the event there is a deficiency
in the funds available in any particular year
for the fulfillment of the maximum
requirements of the purchase funds, sinking
funds or other analogous devices of all
outstanding series of Preferred Stock of the
corporation in accordance with the terms
thereof, such funds as are available in
accordance with such terms for such purpose
shall be prorated among all such series so
that the percentage allocated to any
particular series of Preferred Stock shall
correspond with its portion of the total
amount due.
(4) After June 15, 1984, so long as any
shares of said Series shall be outstanding,
no dividends on the Preference Stock or the
Common Stock of the corporation shall,
without the written consent or affirmative
vote of the holders of at least a majority of
the total number of shares of Preferred Stock
then outstanding, be declared and set apart
- 19 -
for payment unless the corporation, on the
June 15th immediately preceding the
declaration of such dividend, shall have
redeemed 20,000 shares of said Series at
$27.50 per share plus accumulated dividends
to such June 15th or in accordance with the
terms hereof shall have taken credits against
the shares of said Series sinking fund which,
with shares redeemed pursuant to such fund
obligation, aggregate 20,000 shares of said
Series.
(vi) Whenever any of the dates mentioned with
respect to said Series shall not be a full
business day in the City of Portland, Oregon, then
any action to be taken on said date may be taken
on the next succeeding full business day.
$8.75 Series
(f) The Preferred Stock $8.75 Series, of which 150,000
shares were outstanding at the time of the
adoption of these Restated Articles of
Incorporation, shall have the following rights and
preferences:
(i) (1) the rate of dividend of shares of said
Series shall be $8.75 per annum plus that amount,
if any, which will maintain each holder's after
Federal income tax dividend yield on each dividend
with respect to which any legislative enactment,
administrative action, judicial decision or other
change in law shall reduce or eliminate the
dividends received deduction of 70% provided by
Section 243(a)(1) of the Internal Revenue Code of
1986, as amended, as in effect on April 1, 1988
(the "Dividends Received Deduction"), at the level
at which such yield would have been if such
dividend had been paid to such holder on April 1,
1988 (each holder's after Federal income tax
dividend yield on April 1, 1988 being calculated
on the bases of (i) a cost per share of $100, (ii)
the Dividends Received Deduction, and (iii) an
assumed Federal income tax rate of 34%; and,
thereafter, such holder's after Federal income tax
dividend yield being calculated on the bases of
(i) and (iii) and any reduced dividends received
deduction at the time then in effect); provided,
however, that any such increased dividend shall be
payable only (A) on shares of said Series in
respect of which the holder shall have delivered
to the corporation no later than 360 days after
the effective date of any such reduction or
elimination of the Dividends Received Deduction a
written notice (I) stating that such holder is
entitled to an increased dividend as a result of
such reduction or elimination, (II) specifying the
amount per share of such increase, and (III)
specifying the total number of shares of said
Series held by such holder, and (B) in respect of
dividends payable after the date of receipt of
such notice by the corporation; (2) the dividend
payment dates shall be the 15th days of February,
May, August and November in each year, commencing
on August 15, 1988; and (3) dividends shall be
cumulative from the date of original issue;
(ii) (1) other than as provided in subdivision (2)
below, shares of said Series shall not be
redeemable at the election of the corporation
prior to May 1, 1993. On and after May 1, 1993,
the shares of said Series may be redeemed, at the
election of the corporation, at the following
redemption prices:
If Redeemed If Redeemed
During 12 Months Redemption During 12 Months Redemption
Period Ending Price Period Ending Price
April 30 Per Share April 30 Per Share
-------------- ---------- -------------- -----------
1994 $108.75 2001 $104.69
1995 $108.17 2002 $104.11
1996 $107.59 2003 $103.53
1997 $107.01 2004 $102.95
1998 $106.43 2005 $102.37
1999 $105.85 2006 $101.79
2000 $105.27 2007 $101.21
2008 $100.63
- 20 -
and thereafter $100 per share, plus an amount in
each case equal to accrued unpaid dividends, if
any, to the date of redemption; and (2) all but
not less than all of the shares of said Series
held by any holder which shall have given notice
that such holder will be entitled to an increased
dividend in accordance with subdivision (i)(1)
above may be redeemed, at the election of the
corporation, at the redemption price of $100 per
share, plus an amount equal to accrued unpaid
dividends to the date of redemption, within the
period of 360 days commencing on the date of
receipt by the corporation of such notice.
(iii) the amount payable upon shares of said
Series in the event of involuntary liquidation
shall be $100 per share and in the event of
voluntary liquidation occurring prior to May 1,
1994, shall be $108.75, and occurring on or after
May 1, 1994, shall be an amount equal to the then
applicable redemption price of shares of said
Series, plus in each case accrued unpaid
dividends, if any, to the date of payment;
(iv) shares of said Series shall not be, by their
terms, convertible;
(v) shares of said Series shall be entitled to
the benefits of a sinking fund as follows:
(1) The corporation (unless such action, in
the opinion of counsel for the corporation,
would be contrary to any applicable law or to
any rule or regulation of any governmental
authority having jurisdiction in the
premises) as a sinking fund for the
retirement of shares of said Series, shall
redeem, in the manner herein provided, 7,500
shares of said Series on June 15, 1994 and
7,500 shares of said Series on the 15th day
of June of each year thereafter so long as
any shares of said Series shall remain
outstanding, at $100.00 per share plus
accrued unpaid dividends to the date fixed
for redemption. The total number of shares
to be redeemed and the number of shares to be
redeemed from any holder shall be adjusted to
the nearest full share so that fractional
shares need not be redeemed. The corporation
may, on any redemption date as above provided
and at its option, credit against its sinking
fund obligation such number of shares of said
Series theretofore redeemed by the
corporation, otherwise than for the account
of its sinking fund obligation, or such
number of shares of said Series theretofore
purchased by the corporation at a price per
share not in excess of $100.00 plus accrued
dividends, and in either case not theretofore
applied as a credit on its sinking fund
obligation. The sinking fund for said Series
shall not be cumulative. Notice of
redemption for each sinking fund shall be
given, and deposit of the aggregate
redemption price may be made, subject to the
general terms and provisions for redemption
of the Preferred Stock set forth in
subdivision III.C.4 of these Restated
Articles of Incorporation.
(2) Shares of said Series redeemed pursuant
to the provisions of the sinking fund or
credited thereto shall be cancelled, shall
not be reissued as shares of said Series, and
shall be restored to the status of authorized
but unissued shares of the Preferred Stock of
the corporation.
(3) Unless otherwise provided by law,
nothing herein contained shall prevent or in
any manner restrict the Board of Directors of
the corporation from authorizing and issuing
any other series of preferred stock entitled
to a purchase fund, sinking fund or other
analogous device for the benefit of the
holders of such other series of preferred
stock of the corporation, whether or not the
provisions therefor shall correspond with the
provisions for said Series; provided that the
dates on which such other fund or device
shall operate in any particular year shall
correspond with the date applicable to said
Series and in the event there is a deficiency
in the funds available in any particular year
for the fulfillment of the maximum
requirements of the purchase funds, sinking
funds or other analogous devices of all
- 21 -
outstanding series of preferred stock of the
corporation in accordance with the terms
thereof, such funds as are available in
accordance with such terms for such purpose
shall be prorated among all such series so
that the percentage allocated to any
particular series of preferred stock shall
correspond with its portion of the total
amount due.
(4) After June 15, 1994, so long as any
shares of said Series shall be outstanding,
no dividends on the Common Stock or the
Preference Stock of the corporation shall,
without the written consent or affirmative
vote of the holders of at least a majority of
the total number of shares of said Series of
Preferred Stock then outstanding, be declared
and set apart for payment unless the
corporation, on the June 15th immediately
preceding the declaration of such dividend,
shall have redeemed 7,500 shares of said
Series at $100.00 per share plus accrued
unpaid dividends to such June 15th or in
accordance with the terms hereof shall have
taken credits against the shares of said
Series sinking fund which, with shares
redeemed pursuant to such fund obligation,
aggregate 7,500 shares of said Series.
(vi) whenever any of the dates mentioned with
respect to said Series shall not be a full
business day in the City of Portland, Oregon, then
any action to be taken on said date may be taken
on the next succeeding full business day.
Preference Stock
10. The shares of the Preference Stock may be divided into
and issued in series. Each series shall be so
designated as to distinguish the shares thereof from
the shares of all other series of the Preference Stock
and all other classes of capital stock of the
corporation. To the extent that these Restated
Articles of Incorporation shall not have established
series of the Preference Stock and fixed and determined
the variations in the relative rights and preferences
as between series, the board of directors shall have
authority, and is hereby expressly vested with
authority, to divide the Preference Stock into series
and, within the limitations set forth in these Restated
Articles of Incorporation and such limitations as may
be provided by law, to fix and determine the relative
rights and preferences of any series of the Preference
Stock so established. Such action by the board of
directors shall be expressed in a resolution or
resolutions adopted by it prior to the issuance of
shares of each series, which resolution or resolutions
shall also set forth the distinguishing designation of
the particular series of the Preference Stock
established thereby. Without limiting the generality
of the foregoing, authority is hereby expressly vested
in the board of directors so to fix and determine with
respect to any series of the Preference Stock:
(a) The rate of dividend;
(b) The price at which and the terms and conditions on
which shares may be redeemed;
(c) The amount payable upon shares in the event of
voluntary and involuntary liquidation;
(d) Sinking fund provisions, if any, for the
redemption or purchase of shares;
(e) The terms and conditions, if any, on which shares
may be converted if the shares of any series are
issued with the privilege of conversion; and
(f) Any other relative right or preference as
permitted by law.
All shares of the Preference Stock of the same series
shall be identical except that shares of the same
series issued at different times may vary as to the
dates from which dividends thereon shall be cumulative;
and all shares of the Preference Stock, irrespective of
series, shall constitute one and the same class of
stock, shall be of equal rank, and shall be identical
except as to the designation thereof, the date or dates
from which dividends on shares thereof shall be
cumulative, and the relative rights and preferences set
forth above in clauses (a) through (f) of this
subdivision, as to which there may be variations
between different series. Except as otherwise
may be provided by law or by the resolutions
- 22 -
establishing any series of Preference Stock in
accordance with the foregoing provisions of this
subdivision, whenever the written consent, affirmative
vote, or other action on the part of the holders of the
Preference Stock may be required for any purpose, such
consent, vote or other action shall be taken by the
holders of the Preference Stock as a single class
irrespective of series and not by different series.
11. The payment of dividends on the shares of the
Preference Stock shall be subordinate to the dividend
and other distributive rights of the holders of the
Preferred Stock. No dividend shall be paid on the
Preference Stock, unless (i) dividends on all
outstanding shares of each particular series of the
Preferred Stock, at the annual dividend rates fixed and
determined either by these Restated Articles of
Incorporation or in accordance with subdivision
III.C.1., shall have been paid or declared and set
apart for payment for all past dividend periods and for
the then current dividend periods, and (ii) all amounts
due and payable to the holders of the Preferred Stock,
by virtue of purchase funds, sinking funds, or other
analogous devices for the retirement of the Preferred
Stock, or by virtue of dissolution, liquidation or
winding up of the corporation, shall have been paid or
funds for the payment thereof shall have been set apart
for payment. Subject to the foregoing, the holders of
shares of the Preference Stock of each series shall be
entitled to receive dividends, when and as declared by
the board of directors, out of any funds legally
available for the payment of dividends, at the annual
rate fixed and determined with respect to each series
either by these Restated Articles of Incorporation or
in accordance with subdivision III.C.10., and no more,
payable quarterly on the 15th day of February, May,
August and November in each year or on such other date
or dates as the board of directors shall determine in
the resolutions establishing such series. Such
dividends shall be cumulative in the case of shares of
each series either from the date of issuance of shares
of such series or from the first day of the current
dividend period within which shares of such series
shall be issued, as the board of directors shall
determine, so that if dividends on all outstanding
shares of each particular series of the Preference
Stock, at the annual dividend rates fixed and
determined either by these Restated Articles of
Incorporation or in accordance with subdivision
III.C.10., shall not have been paid or declared and set
apart for payment for all past dividend periods and for
the then current dividend periods, the deficiency shall
be fully paid or dividends equal thereto declared and
set apart for payment at said rates before any
dividends on the Common Stock shall be paid or declared
and set apart for payment. In the event more than one
series of the Preference Stock shall be outstanding,
the corporation, in making any dividend payment on the
Preference Stock, shall make payments ratably upon all
outstanding shares of the Preference Stock in
proportion to the amount of dividends accumulated
thereon to the date of such dividend payment. No
interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments
which may be in arrears.
12. Distribution or payment upon dissolution, liquidation
or winding up of the corporation to the holders of the
Preference Stock shall be subordinate to the dividend
and other distributive rights of the holders of the
Preferred Stock. No such distribution or payment shall
be made on the Preference Stock, unless all amounts due
by virtue of the dissolution, liquidation or winding up
of the corporation to the holders of all outstanding
shares of the Preferred Stock of all series shall have
been paid or funds for the payment thereof set apart
for payment. Subject to the foregoing, in the event of
any dissolution, liquidation or winding up of the
corporation, before any distribution or payment shall
be made to the holders of the Common Stock, the holders
of the Preference Stock of each series then outstanding
shall be entitled to be paid out of the net assets of
the corporation available for distribution to its
shareholders the respective amounts per share fixed and
determined with respect to each series either by these
Restated Articles of Incorporation or in accordance
with subdivision III.C.10., and no more. If upon
dissolution, liquidation or winding up of the
corporation, whether voluntary or involuntary, the net
assets of the corporation available for distribution to
- 23 -
its shareholders (after all amounts due by virtue of
the dissolution, liquidation or winding up of the
corporation to the holders of all outstanding shares of
the Preferred Stock of all series shall have been paid
or funds for the payment thereof set apart for payment)
shall be insufficient to pay the holders of all
outstanding shares of Preference Stock of all series
the full amounts to which they shall be respectively
entitled as aforesaid, the net assets of the
corporation so available for distribution shall be
distributed ratably to the holders of all outstanding
shares of Preference Stock of all series in proportion
to the amounts to which they shall be respectively so
entitled. For the purposes of this subdivision, any
dissolution, liquidation or winding up which may arise
out of or result from the condemnation or purchase of
all or a major portion of the properties of the
corporation by (i) the United States Government or any
authority, agency or instrumentality thereof (ii) a
State of the United States or any political
subdivision, authority, agency or instrumentality
thereof, or (iii) a district, cooperative or other
association or entity not organized for profit, shall
be deemed to be an involuntary dissolution, liquidation
or winding up; and a consolidation, merger or
amalgamation of the corporation with or into any other
corporation or corporations shall not be deemed to be a
dissolution, liquidation or winding up of the
corporation, whether voluntary or involuntary.
13. (a) Subject to the limitations set forth in
subdivision III.C.15., or fixed and determined in
accordance with subdivision III.C.10., the
Preference Stock of all series, or of any series
thereof, or any part of any series thereof, at any
time outstanding, may be redeemed by the
corporation, at its election expressed by
resolution of the board of directors, at any time
or from time to time, at the then applicable
redemption price fixed and determined with respect
to each series either by these Restated Articles
of Incorporation or in accordance with subdivision
III.C.10. If less than all of the shares of any
series are to be redeemed, the redemption shall be
made either pro rata or by lot in such manner as
the board of directors shall determine.
(b) In the event the corporation shall so elect to
redeem shares of the Preference Stock, notice of
the intention of the corporation to do so and of
the date and place fixed for redemption shall be
mailed not less than thirty days before the date
fixed for redemption to each holder of shares of
the Preference Stock to be redeemed at his address
as it shall appear on the books of the
corporation, and on and after the date fixed for
redemption and specified in such notice (unless
the corporation shall default in making payment of
the redemption price), such holders shall cease to
be shareholders of the corporation with respect to
such shares and shall have no interest in or claim
against the corporation with respect to such
shares, excepting only the right to receive the
redemption price therefor from the corporation on
the date fixed for redemption, without interest,
upon endorsement, if required, and surrender of
their certificates for such shares.
(c) Contemporaneously with the mailing of notice of
redemption of any shares of the Preference Stock
as aforesaid or at any time thereafter on or
before the date fixed for redemption, the
corporation may, if it so elects, deposit the
aggregate redemption price of the shares to be
redeemed with any bank or trust company doing
business in The City of New York, New York, or
Portland, Oregon, having a capital and surplus of
at least $25,000,000, named in such notice,
payable on the date fixed for redemption in the
proper amounts to the respective holders of the
shares to be redeemed, upon endorsement, if
required, and surrender of their certificates for
such shares, and on and after the making of such
deposit such holders shall cease to be
shareholders of the corporation with respect to
such shares and shall have no interest in or claim
against the corporation with respect to such
shares, excepting only the right to exercise such
redemption, conversion or exchange rights, if any,
on or before the date fixed for redemption as may
have been provided with respect to such shares or
the right to receive the redemption price of their
shares from such bank or trust company on the date
fixed for redemption, without interest, upon
endorsement, if required, and surrender of their
certificates for such shares.
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(d) If the corporation shall have elected to deposit
the redemption moneys with a bank or trust company
as permitted by subdivision (c) above, any moneys
so deposited which shall remain unclaimed at the
end of six years after the redemption date shall
be repaid to the corporation, and upon such
repayment holders of Preference Stock who shall
not have made claim against such moneys prior to
such repayment shall be deemed to be unsecured
creditors of the corporation for an amount,
without interest, equal to the amount they would
theretofore have been entitled to receive from
such bank or trust company. Any redemption moneys
so deposited which shall not be required for such
redemption because of the exercise, after the date
of such deposit, of any right of redemption,
conversion or exchange or otherwise, shall be
returned to the corporation forthwith. The
corporation shall be entitled to receive any
interest allowed by any bank or trust company on
any moneys deposited with such bank or trust
company as herein provided, and the holders of any
shares called for redemption shall have no claim
against any such interest.
(e) Nothing herein contained shall limit any legal
right of the corporation to purchase or otherwise
acquire any shares of the Preference Stock.
14. The holders of shares of the Preference Stock shall
have no right to vote in the election of directors or
for any other purpose, except as may be otherwise
provided by law or by resolutions establishing any
series of Preference Stock in accordance with
subdivision III.C.10. Holders of Preference Stock
shall be entitled to notice of each meeting of
shareholders at which they shall have any right to
vote, but shall not be entitled to notice of any other
meeting of shareholders.
15. The series of Preference Stock heretofore established
and outstanding on the date of the adoption of these
Restated Articles of Incorporation, together with a
statement of the rights and preferences of each series,
are as follows:
$2.375 Series
(a) The Convertible Preference Stock $2.375 Series, of
which 126,397 shares were outstanding at the time of
the adoption of these Restated Articles of
Incorporation, shall have the following rights and
preferences:
(i) the rate of dividend of shares of said Series
shall be $2.375 per annum; the dividend payment dates
shall be the 15th days of February, May, August and
November in each year; provided, however, that the
initial dividend payment date shall be November 15,
1980; and dividends shall be cumulative from the date
of original issue;
(ii) the prices at which shares of said Series
may be redeemed shall be as follows:
12 Month 12 Month
period ending Redemption period ending Redemption
June 30, price June 30, price
------------- ---------- ----------- -----------
1981 $27.38 1986 $26.19
1982 27.14 1987 25.95
1983 26.90 1988 25.71
1984 26.66 1989 25.48
1985 26.43 1990 25.24
and thereafter $25, in each case, plus unpaid
accumulated dividends, if any, to the date of
redemption;
(iii) the amount payable upon shares of said
Series in the event of involuntary liquidation shall be
$25 per share and in the event of voluntary liquidation
shall be an amount equal to the then applicable
redemption price of shares of said Series, in each
case, plus unpaid accumulated dividends, if any, to the
date of payment;
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(iv) shares of said Series shall be convertible
as follows:
(1) Subject to the provisions for adjustment
hereinafter set forth, each share of said Series shall
be convertible, at the option of the holder thereof,
upon surrender to any Transfer Agent for said Series,
or to the corporation if no such Transfer Agent shall
exist, of the certificate for the share to be
converted, into shares of the common stock at the rate
of 1.6502 shares of the common stock for each share of
said Series. The right to convert shares of said
Series called for redemption shall terminate at the
close of business on the 15th day preceding the date
fixed for redemption, unless the corporation shall
default in the payment of the redemption price. Upon
conversion of any shares of said Series, no allowance
or adjustment shall be made for dividends on either
class of shares, but conversion shall not relieve the
corporation from its obligation to pay any dividends
which shall have been declared and shall be payable to
holders of shares of said Series of record as of a date
prior to the date of such conversion even though the
payment date for such dividend is subsequent to the
date of conversion.
(2) The number of shares of the common stock into
which each share of said Series shall be convertible
shall be subject to adjustment from time to time as
follows:
(A) Upon the (i) payment of a dividend on
the common stock in shares of the common stock, (ii)
subdivision of the outstanding common stock, (iii)
combination of the outstanding common stock into a
smaller number of shares, or (iv) issuance by
reclassification of the common stock (whether pursuant
to a merger or consolidation or otherwise) of any
shares of the corporation, each holder of shares of
said Series shall be entitled to receive, for each
share converted after the record date for any of these
events, the number of shares of the corporation which
he would have held after the happening of such event
had such share been converted on the record date
therefor. The conversion rate shall be adjusted
whenever any of these events shall occur, effective as
of the date following the record date therefor.
(B) Upon the issuance of rights or warrants
to the holders of the common stock, as such, entitling
them to subscribe for or purchase shares of the common
stock at a price per share less than the Market Price
(as defined in subdivision (D) below) on the record
date for the determination of shareholders entitled to
receive such rights or warrants, the number of shares
of the common stock into which each share of said
Series shall be convertible shall be adjusted,
effective as of the date following such record date, by
multiplying the number of shares of the common stock
into which such share would have been convertible on
such record date by a fraction, of which the numerator
shall be the number of shares of the common stock
outstanding on such record date plus the number of
additional shares of the common stock offered for
subscription or purchase, and of which the denominator
shall be the number of shares of the common stock
outstanding on such record date plus the number of
shares of the common stock which the aggregate offering
price of the shares of the common stock so offered
would have purchased at such Market Price. For the
purpose of this subdivision (B), (i) the issuance of
rights or warrants to subscribe for or purchase shares
or securities convertible into shares of the common
stock shall be deemed to be the issuance of rights or
warrants to subscribe for or purchase shares of the
common stock; (ii) the sum of the aggregate offering
price of such shares or securities plus the minimum
aggregate amount, if any, payable upon conversion of
such shares or securities into shares of the common
stock divided by the total number of shares of the
common stock into which such shares or securities could
be converted at their earliest conversion date shall be
deemed to be the price per share at which the shares of
the common stock may be subscribed for or purchased;
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(iii) the minimum number of shares of the common stock
into which such shares or securities could be converted
at their earliest conversion date shall be deemed to be
the number of additional shares of the common stock
offered for subscription or purchase; (iv) the number
of shares of the common stock which the aggregate
offering price of such shares or securities plus the
minimum aggregate amount, if any, payable upon
conversion of such shares or securities into shares of
the common stock would have purchased at the Market
Price on the record date for the determination of
shareholders entitled to receive such rights or
warrants shall be deemed to be the number of shares of
the common stock which the aggregate offering price of
the shares so offered would have purchased at such
Market Price; and (v) the right of the holders of the
common stock to invest in additional shares of the
common stock pursuant to the Company's Dividend
Reinvestment and Stock Purchase Plan, as it may be
amended from time to time, shall not be deemed to be a
right or warrant.
(C) Upon the distribution to the holders of
the common stock, as such (whether pursuant to a merger
or consolidation or otherwise), of evidences of its
indebtedness, investments in subsidiaries, or other
assets (excluding distributions after December 31,
1979, not exceeding in net value as reflected on the
books of the corporation the aggregate net income
available for common stock of the corporation after
such date plus $12,000,000, all determined in
accordance with generally accepted accounting
principles) or rights to subscribe to the same
(excluding those referred to in subdivision (B) above),
the number of shares of the common stock into which
each share of said Series shall be convertible shall be
adjusted, effective as of the date following the record
date for the determination of shareholders entitled to
receive such distribution or rights, by multiplying the
number of shares of the common stock into which such
share would have been convertible on such record date
by a fraction, of which the numerator shall be the
Market Price of the common stock (as defined in
subdivision (D) below) on such record date, and of
which the denominator shall be such Market Price less
such net value of the portion of the evidences of
indebtedness, investments in subsidiaries, or other
assets or rights so distributed allocable to such share
of the common stock.
(D) For the purposes of any computation
under subdivisions (B) and (C) above, the Market Price
of the common stock on any date shall be deemed to be
the average of the daily closing prices for the 30
consecutive full business days commencing 45 full
business days before the day in question. The closing
price for each day shall be the average of the closing
bid and asked prices, regular way, (i) as officially
quoted by the National Association of Securities
Dealers, Inc., or (ii) as quoted on the principal
United States stock exchange or market for the common
stock as determined by the board of directors of the
corporation, or (iii) if in the reasonable judgment of
the board of directors of the corporation, there exists
no principal United States stock exchange or market for
the common stock, as reasonably determined by the board
of directors of the corporation.
(E) No adjustment in the conversion rate
shall be required unless such adjustment, plus any
adjustments not previously made by reason of this
subdivision (E), would require an increase or decrease
of at least 1% in the number of shares of common stock
into which each share of said Series then shall be
convertible; provided, however, that any adjustments
which by reason of this subdivision (E) are not
required to be made shall be carried forward and taken
into account in any subsequent adjustment. All
calculations under this subdivision (E) shall be made
to the nearest ten thousandth of a share.
(F) Whenever any adjustment is required in
the rate at which each share of said Series shall be
convertible, the corporation shall (i) file with each
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Transfer Agent for the shares of said Series a
statement setting forth the adjusted rate of
conversion, describing the adjustment and the method of
calculation used, and stating the effective date of the
adjustment, and (ii) cause a copy of such statement to
be mailed to the holders of record of the shares of
said Series.
(3) No fractional shares or scrip
representing fractional shares shall be issued
upon the conversion of shares of said Series. If
any such conversion would otherwise require the
issuance of a fractional share, an amount equal to
such fraction multiplied by the Market Price of
the common stock (determined as provided in
subdivision (D) above) on the day of conversion
shall be paid to the holder in cash by the
corporation.
(4) Shares of said Series shall be deemed to
have been converted and the holder converting the
same to have become the holder of record of shares
of the common stock for all purposes whatever as
of the date on which the certificate or
certificates for such shares shall have been
surrendered as aforesaid. The corporation shall
not be required to make any conversion, and no
surrender of the certificate or certificates for
shares of said Series shall be effective for such
purpose, while the transfer books for the shares
of either said Series or the common stock shall be
closed for any purpose, but the surrender of a
certificate or certificates for shares of said
Series for conversion during any period in which
either transfer book shall be closed shall become
effective for all purposes of conversion
immediately upon the reopening of such books.
(5) The corporation shall reserve for the
conversion of said Series that number of shares of
its authorized but unissued common stock into
which all shares of said Series from time to time
outstanding may be converted.
(v) All shares of said Series redeemed by the
corporation or surrendered to it for conversion into
shares of the common stock shall be cancelled and
thereupon restored to the status of authorized but
unissued Preference Stock of the corporation,
undesignated as to series.
(vi) Whenever any of the dates mentioned with
respect to said Series shall not be a full business day
in the City of Portland, Oregon, any action to be taken
on such date may be taken on the next succeeding full
business day.
Common Stock
16. Subject to the limitations set forth in subdivisions
III.C.2. and 11. (and subject to the rights of any class of
stock hereafter authorized), dividends may be paid upon the
Common Stock when and as declared by the board of directors
of the corporation out of any funds legally available for
the payment of dividends.
17. Subject to the limitations set forth in subdivisions
III.C.3. and 12. (and subject to the rights of any other
class of stock hereafter authorized), upon any dissolution,
liquidation or winding up of the corporation, whether
voluntary or involuntary, the net assets of the corporation
shall be distributed ratably to the holders of the Common
Stock.
18. Subject to the limitations set forth in subdivisions
III.C.6, 7, 8, 9 and 15. (and subject to the rights of any
class of stock hereafter created), and except as may be
otherwise provided by law or by the resolutions establishing
any series of Preference Stock in accordance with
subdivision III.C.10., the holders of the Common Stock shall
have the exclusive right to vote for the election of
directors and for all other purposes. In the election of
directors of the corporation, every holder of record of any
share or shares of the Common Stock of the corporation shall
have the right to cast as many votes for one candidate as
shall equal the number of such shares multiplied by the
number of directors to be elected, or to distribute such
number of votes among any two or more candidates for such
election.
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19. Upon the issuance for money or other consideration of any
shares of capital stock of the corporation, or of any
security convertible into capital stock of the corporation,
no holder of shares of the capital stock, irrespective of
the class or kind thereof, shall have any preemptive or
other right to subscribe for, purchase or receive any
proportionate or other amount of such shares of capital
stock, or such security convertible into capital stock,
proposed to be issued; and the board of directors may cause
the corporation to dispose of all or any of such shares of
capital stock, or of any such security convertible into
capital stock, as and when said board may determine, free of
any such right, either by offering the same to the
corporation's then shareholders or by otherwise selling or
disposing of such shares of other securities, as the board
of directors may deem advisable.
ARTICLE IV
A. The business and affairs of the corporation shall be managed
by a board of directors. Except as provided in subdivision
B. below, the number of members of the board, their
classifications and terms of office, and the manner of their
election and removal shall be as follows:
1. The number of directors shall be that number, not less
than nine or more than thirteen, determined from time
to time by resolution adopted by affirmative vote of a
majority of the entire board of directors. The
directors shall be divided into three classes,
designated Class I, Class II, and Class III. Each
class shall consist, as nearly as possible, of one-
third of the total number of directors. At the 1984
annual meeting of shareholders, Class I directors shall
be elected for a one-year term, Class II directors for
a two-year term, and Class III directors for a three-
year term. At each succeeding annual meeting of
shareholders, successors to directors whose terms
expire at that annual meeting shall be of the same
class as the directors they succeed, and shall be
elected for three-year terms. If the number of
directors should be changed by resolution of the board
of directors, any increase or decrease shall be
apportioned among the classes so as to maintain the
number of directors in each class as nearly equal as
possible, but in no case shall a decrease in the number
of directors shorten the term of any incumbent
director.
2. A director shall hold office until the annual meeting
for the year in which his or her term shall expire and
until his or her successor shall have been elected and
qualified, subject, however, to prior death,
resignation, retirement or removal from office. Any
newly created directorship resulting from an increase
in the number of directors and any other vacancy on the
board of directors, however caused, may be filled by
the affirmative vote of a majority of the directors
then in office, although less than a quorum, or by a
sole remaining director. The term of a director
elected to fill a newly created directorship or any
other vacancy shall expire at the same time as the
terms of the other directors of the class in which that
vacancy occurred.
3. One or more of the directors may be removed with or
without cause by the affirmative vote of the holders of
not less than two-thirds of the shares entitled to vote
thereon at a meeting of the shareholders called
expressly for that purpose; provided, however, that for
as long as the corporation shall have cumulative
voting, if fewer than all the directors should be
candidates for removal, no one of them shall be removed
if the votes cast against his or her removal would be
sufficient to elect him or her if then cumulatively
voted at an election of the class of directors of which
he or she shall be a part.
4. No person, except those persons nominated by the board,
shall be eligible for election as a director at any
annual or special meeting of shareholders unless a
written request that his or her name be placed in
nomination shall be received from a shareholder of
record entitled to vote at such election by the
secretary of the corporation not later than the latter
of (a) the thirtieth day prior to the date fixed for
the meeting, or (b) the tenth day after the mailing of
notice of that meeting, together with the written
consent of the nominee to serve as a director.
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B. Notwithstanding the provisions of subdivision A. above,
whenever the holders of any one or more classes of the
capital stock of the corporation shall have the right,
voting separately as a class or classes, to elect directors
at an annual or special meeting of shareholders, the
election, term of office, filling of vacancies and other
features of such directorships shall be governed by the
provisions of these Restated Articles of Incorporation
applicable thereto. Directors so elected shall not be
divided into classes unless expressly provided by such
provisions, and during their prescribed terms of office, the
board of directors shall consist of such directors in
addition to the directors determined as provided in
subdivision A. above.
C. This Article IV may not be repealed or amended in any
respect unless such action shall be approved by the
affirmative vote of the holders of not less than two-thirds
of the shares entitled to vote at an election of directors
determined as provided in subdivision A. above, at a meeting
of the shareholders called expressly for that purpose.
ARTICLE V
A. For purposes of this Article V:
1. The term "Affiliate", as used to indicate a
relationship with a specified "Person" (as hereinafter
defined), shall mean a Person that directly or
indirectly through one or more intermediaries,
controls, or is controlled by, or is under common
control with, the Person specified.
2. The term "Associate", as used to indicate a
relationship with a specified Person, shall mean (a)
any Person (other than the corporation) of which such
specified Person is a director, officer, partner,
trustee, guardian, fiduciary or official or is,
directly or indirectly, the beneficial owner of 10% or
more of any class of equity securities or any
beneficial interest, (b) any Person who is a director,
officer, partner, trustee, guardian, fiduciary or
official or is, directly or indirectly, the beneficial
owner of 10% or more of any class of equity securities
or any beneficial interest of or in such specified
Person (other than the corporation), and (c) any
relative or spouse of such specified Person, or any
relative of such spouse who has the same home as such
specified Person.
3. The term "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934
as in effect on April 9, 1984; provided, however, that,
notwithstanding the provisions of such Rule, a Person
shall be deemed to be the Beneficial Owner of any share
of the capital stock of the corporation that such
Person shall have the right to acquire at any time
pursuant to any agreement, contract, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise, and any such share
of capital stock shall be deemed to be outstanding for
purposes of subdivision V.A.9.
4. The term "Business Transaction" shall include, without
limitation, (a) any merger, consolidation or plan of
exchange of the corporation, or any Person controlled
by or under common control with the corporation, with
or into any "Related Person" (as hereinafter defined),
(b) any merger, consolidation or plan of exchange of a
Related Person with or into the corporation or any
Person controlled by or under common control with the
corporation, (c) any sale, lease, exchange, transfer or
other disposition (in one transaction or a series of
transactions) including without limitation a mortgage
or any other security device, of all or any
"Substantial Part" (as hereinafter defined) of the
property and assets of the corporation, or any Person
controlled by or under common control with the
corporation, to or with a Related Person, (d) any
purchase, lease, exchange, transfer or other
acquisition (in one transaction or a series of
transactions), including without limitation a mortgage
or any other security device, of all or any
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Substantial Part of the property and assets of a
Related Person, by or with the corporation or any
Person controlled by or under common control with the
corporation, (e) any recapitalization of the
corporation that would have the effect of increasing
the voting power of a Related Person, (f) the issuance,
sale, exchange or other disposition of any securities
of the corporation, or of any Person controlled by or
under common control with the corporation, by the
corporation or by any Person controlled by or under
common control with the corporation, (g) any
liquidation, spinoff, splitoff, splitup or dissolution
of the corporation, and (h) any agreement, contract or
other arrangement providing for any of the transactions
described in this subdivision.
5. The term "Continuing Director" shall mean a director
who was a director of the corporation on April 9, 1984
and a director who shall become a director subsequent
thereto whose election, or whose nomination for
election by the shareholders, shall have been approved
by a vote of a majority of the then Continuing
Directors.
6. The term "Highest Purchase Price" shall mean, with
respect to the shares of any class or series of the
capital stock of the corporation, the highest amount of
consideration paid by a Related Person for a share of
the same class and series at any time regardless of
whether the share was acquired before or after such
Related Person became a Related Person; provided,
however, that the Highest Purchase Price shall be
appropriately adjusted to reflect the occurrence of any
reclassification, recapitalization, stock split,
reverse stock split or other readjustment in the number
of outstanding shares of that class or series, or the
declaration of a stock dividend thereon. The Highest
Purchase Price shall include any brokerage commissions,
transfer taxes and soliciting dealers' fees paid by
such Related Person with respect to any shares of the
capital stock acquired by such Related Person.
7. The term "Other Consideration" shall include, without
limitation, capital stock to be retained by the
shareholders of the corporation in a Business
Transaction in which the corporation shall be the
survivor.
8. The term "Person" shall mean any natural person,
corporation, partnership, trust, firm, association,
government , governmental agency or any other entity
whether acting in an individual, fiduciary or other
capacity.
9. The term "Related Person" shall mean (a) any Person
which, together with its Affiliates and Associates,
shall be the Beneficial Owner in the aggregate of 10
percent or more of the capital stock of the
corporation, and (b) any Affiliate or Associate (other
than the corporation or a wholly owned subsidiary of
the corporation) of any such Person. Two or more
Persons acting in concert for the purpose of acquiring,
holding or disposing of the capital stock of the
corporation shall be deemed to be a "Related Person".
A Related Person shall be deemed to have acquired a
share of capital stock at the time when such Related
Person became the Beneficial Owner thereof. With
respect to the shares of the capital stock of the
corporation owned by any Related Person, if the price
paid for such shares cannot be determined by a majority
of the Continuing Directors, the price so paid shall be
deemed to be the market price of the shares in question
at the time when such Related Person became the
Beneficial Owner thereof.
10. The term "Substantial Part" shall mean 10% or more of
the fair market value of the total assets of a Person,
as reflected on the most recent balance sheet of such
Person available to the Continuing Directors on the
date of mailing of the notice of the meeting of
shareholders called for the purpose of voting with
respect to a Business Transaction involving the assets
constituting any such Substantial Part.
B. The corporation shall not enter into any Business
Transaction with a Related Person or in which a Related
Person shall have an interest (except proportionately as a
shareholder of the corporation) without first obtaining both
(1) the affirmative vote of the holders of not less than
two-thirds of the outstanding shares of the capital stock of
the corporation not held by such Related Person, and (2) the
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determination of a majority of the Continuing Directors that
the cash or fair market value of the property, securities or
Other Consideration to be received per share by the holders,
other than such Related Person, of the shares of each class
or series of the capital stock of the corporation in such
Business Transaction shall not be less than the Highest
Purchase Price paid by such Related Person in acquiring any
of its holdings of shares of the same class or series,
unless the Continuing Directors by a majority vote shall
either (a) have expressly approved the acquisition of the
shares of the capital stock of the corporation that caused
such Related Person to become a Related Person, or (b) have
expressly approved such Business Transaction.
C. For the purposes of this Article V, a majority of the
Continuing Directors shall have the power to make a good
faith determination, on the basis of information known to
them, of: (1) the number of shares of capital stock of the
corporation of which any Person shall be the Beneficial
Owner, (2) whether a Person is an Affiliate or Associate of
another Person, (3) whether a Person has an agreement,
contract, arrangement or understanding with another Person
as to the matters referred to in subdivision V.A.3. or
clause (h) of subdivision V.A.4., (4) the Highest Purchase
Price paid by a Related Person for shares of any class or
series of the capital stock, (5) whether the assets subject
to any Business Transaction constitute a Substantial Part,
(6) whether any Business Transaction is one in which a
Related Person has an interest (except proportionately as a
shareholder of the corporation), and (7) such other matters
with respect to which a determination may be required under
this Article V.
D. In determining whether to give their approval as provided in
subdivision V.B., the Continuing Directors shall give due
consideration to all relevant factors involved, including,
without limitation, (1) the value of the corporation in a
freely negotiated transaction and its future value as an
independent entity, (2) the recognition of gain or loss to
the corporation for tax purposes or the postponement of such
recognition in a tax-free transaction, (3) the anticipated
developments of the business of the corporation not yet
reflected in the price of its shares, and (4) the impact on
employees, customers, suppliers and the public generally
within the geographical area it serves.
E. This Article V may not be repealed or amended in any respect
unless such action shall be approved by the affirmative vote
of the holders of not less than two-thirds of the capital
stock of the corporation not held by a Related Person at a
meeting of the shareholders called expressly for that
purpose.
ARTICLE VI
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for conduct
as a director; provided that this Article VI shall not eliminate
the liability of a director for any act or omission for which
such elimination of liability is not permitted under the Oregon
Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for
which elimination of liability is permitted shall affect the
liability of a director for any act or omission which occurs
prior to the effective date of such amendment.
ARTICLE VII
The corporation shall indemnify to the fullest extent then
permitted by law any person who is made, or threatened to be
made, a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative,
investigative or otherwise (including an action, suit or
proceeding by or in the right of the corporation) by reason of
the fact that the person is or was a director or officer of the
corporation or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against all
judgments, amounts paid in settlement, fines and such expenses
- 32 -
(including attorneys' fees), actually and reasonably incurred in
connection therewith. This Article shall not be deemed exclusive
of any other provisions for indemnification of directors and
officers that may be included in any statute, bylaw, agreement,
vote of shareholders or directors or otherwise, both as to action
in any official capacity and as to action in another capacity
while holding an office.
ARTICLE VIII
A. The amount of the corporation's stated capital at the time
of the adoption of these Restated Articles of Incorporation
is $69,376,264.89.
- 33 -
ARTICLES OF AMENDMENT
(PREFERENCE STOCK $6.95 SERIES DESIGNATION CERTIFICATE)
of
NORTHWEST NATURAL GAS COMPANY
1. The name of the corporation is NORTHWEST NATURAL GAS
COMPANY.
2. The following resolution was duly adopted by the Board
of Directors of the corporation on December 8, 1992 as an
Amendment to the Restated Articles of Incorporation and does not
require shareholder action:
RESOLVED, that, pursuant to authority expressly vested in
the Board of Directors by the Restated Articles of
Incorporation of the corporation, there hereby is
established a series of the Preference Stock of the
corporation, consisting of 250,000 shares, designated as
"Preference Stock $6.95 Series", the shares of which shall
be identical with the shares of all other series of the
Preference Stock, except for the preferences, limitations
and relative rights fixed and determined hereafter:
(i) The rate of dividend of shares of
said Series shall be $6.95 per annum; the
dividend payment dates shall be the 15th days
of February, May, August and November in each
year, commencing on February 15, 1993; and
dividends shall be cumulative from the date
of original issue;
(ii) The shares of said Series shall not
be redeemable prior to December 31, 2002; and
on such date, all of the outstanding shares
of said Series shall be subject to mandatory
redemption (unless such action, in the
opinion of counsel for the corporation, would
be contrary to any applicable law or to any
rule or regulation of any governmental
authority having jurisdiction in the
premises) at the mandatory redemption price
of $100 per share, plus unpaid accumulated
dividends; provided, however, that the
payment of such mandatory redemption price
shall be subordinate to the dividend and
other distributive rights of the Preferred
Stock, so that such redemption price shall
not be paid and the shares of said Series
shall not be redeemed unless (i) dividends on
all outstanding shares of each particular
series of the Preferred Stock, at the annual
dividend rates fixed and determined either by
these Restated Articles of Incorporation or
in accordance with subdivision III.C.1
thereof, shall have been paid or declared and
set apart for payment for all past dividend
periods and for the then current dividend
periods, and (ii) all amounts due and payable
to the holders of Preferred Stock, by virtue
of purchase funds, sinking funds, or other
analogous devices for the retirement of the
Preferred Stock, or by virtue of dissolution,
liquidation or winding up of the corporation,
shall have been paid or funds for the payment
thereof shall have been set apart for
payment;
(iii) The amount payable upon shares of
said Series in the event of either
involuntary or voluntary liquidation shall be
$100 per share, plus unpaid accumulated
dividends, if any, to the date of payment;
(iv) All shares of said Series redeemed by
the corporation shall be cancelled and
thereupon restored to the status of
authorized but unissued Preference Stock of
the corporation, undesignated as to series;
and
(v) Whenever any of the dates mentioned
with respect to said Series shall not be a
full business day in the City of Portland,
Oregon, then any action to be taken on said
date may be taken on the next succeeding full
business day.
Dated: December 8, 1992
NORTHWEST NATURAL GAS COMPANY
(Corporate Seal) By Bruce R. DeBolt
Its Senior Vice President
ARTICLES OF AMENDMENT
(PREFERRED STOCK $7.125 SERIES DESIGNATION CERTIFICATE)
of
NORTHWEST NATURAL GAS COMPANY
1. The name of the corporation is NORTHWEST NATURAL
GAS COMPANY.
2. The following resolution was duly adopted by the
Board of Directors of the corporation on November 18, 1993 as an
Amendment to the Restated Articles of Incorporation and does not
require shareholder action:
RESOLVED, that pursuant to authority expressly
vested in the Board of Directors by the Restated
Articles of Incorporation, as amended, of the
corporation there hereby is established a series of the
Preferred Stock of the corporation, consisting of
150,000 shares, designated as "Preferred Stock $7.125
Series", the shares of which shall be identical with
the shares of all other series of the Preferred Stock
except for the preferences, limitations and relative
rights fixed and determined hereafter:
(i)(1) the rate of dividend of shares of
said Series shall be $7.125 per annum plus that
amount, if any, which will maintain each holder's
after Federal income tax dividend yield on each
dividend with respect to which any legislative
enactment, administrative action, judicial
decision or other change in law shall reduce or
eliminate the dividends received deduction of 70%
provided by Section 243(a)(1) of the Internal
Revenue Code of 1986, as amended, as in effect on
April 1, 1988 (the "Dividends Received
Deduction"), at the level at which such yield
would have been if such dividend had been paid to
such holder on April 1, 1988 (each holder's after
Federal income tax dividend yield on April 1, 1988
being calculated on the bases of (i) a cost per
share of $100, (ii) the Dividends Received
Deduction, and (iii) an assumed Federal income tax
rate of 34%; and, thereafter, such holder's after
Federal income tax dividend yield being calculated
on the bases of (i) and (iii) and any reduced
dividends received deduction at the time then in
effect); provided, however, that any such
increased dividend shall be payable only (A) on
shares of said Series in respect of which the
holder shall have delivered to the corporation no
later than 360 days after the effective date of
any such reduction or elimination of the Dividends
Received Deduction a written notice (I)
stating that such holder is entitled to an
increased dividend as a result of such
reduction or elimination, (II) specifying the
amount per share of such increase, and (III)
specifying the total number of shares of said
Series held by such holder, and (B) in
respect of dividends payable after the date
of receipt of such notice by the corporation;
(2) the dividend payment dates shall be the
15th days of February, May, August and
November in each year, commencing on February
15, 1994; and (3) dividends shall be
cumulative from December 1, 1993;
(ii)(1) Other than as provided in
subdivision (2) below, shares of said Series shall
not be redeemable at the election of the
corporation prior to May 1, 1998. On and after
May 1, 1998, the shares of said Series may be
redeemed, at the election of the corporation, at
the following redemption prices:
If Redeemed If Redeemed
During 12-Months Redemption During 12-Months Redemption
Period Ending Price Period Ending Price
April 30 Per Share April 30 Per Share
------------------ ---------- --------------- ---------
1999 . . . . . . . $104.750 2004. . . . . . . .$102.375
2000 . . . . . . . $104.275 2005. . . . . . . .$101.900
2001 . . . . . . . $103.800 2006. . . . . . . .$101.425
2002 . . . . . . . $103.325 2007. . . . . . . .$100.950
2003 . . . . . . . $102.850 2008. . . . . . . .$100.475
and thereafter $100 per share, plus an amount in
each case equal to accrued unpaid dividends, if
any, to the date of redemption; and (2) all but
not less than all of the shares of said Series
held by any holder which shall have given notice
that such holder will be entitled to an increased
dividend in accordance with subdivision (i)(l)
above may be redeemed, at the election of the
corporation, at the redemption price of $100 per
share, plus an amount equal to accrued unpaid
dividends, if any, to the date of redemption,
within the period of 360 days commencing on
the date of receipt by the corporation of
such notice;
(iii) the amount payable upon shares of said Series
in the event of involuntary liquidation shall be $100
per share and in the event of voluntary liquidation (1)
occurring prior to May 1, 1994, shall be $107.125 per
share, (2) occurring during the 12-months periods
ending April 30, 1995, 1996, 1997 and 1998, shall be,
respectively, $106.650, $106.175, $105.700 and $105.225
per share and (3) occurring on or after May 1, 1998,
shall be an amount equal to the then applicable
redemption price of shares of said Series, plus in each
case, an amount equal to accrued unpaid dividends, if
any, to the date of payment;
(iv) shares of said Series shall not be, by
their terms, convertible;
(v) shares of said Series shall be entitled
to the benefits of a sinking fund as follows:
(1) The corporation (unless such
action, in the opinion of counsel for the
corporation, would be contrary to any applicable
law or to any rule or regulation of any
governmental authority having jurisdiction in the
premises) as a sinking fund for the retirement of
shares of said Series, shall redeem, in the manner
herein provided, 7,500 shares of said Series on
June 15, 1994 and 7,500 shares of said Series on
the 15th day of June of each year thereafter so
long as any shares of said Series shall remain
outstanding, at $100.00 per share plus accrued
unpaid dividends to the date fixed for redemption.
The total number of shares to be redeemed and the
number of shares to be redeemed from any holder
shall be adjusted to the nearest full share so
that fractional shares need not be redeemed. The
corporation may, on any redemption date as above
provided and at its option, credit against its
sinking fund obligation such number of shares of
said Series theretofore redeemed by the
corporation, otherwise than for the account of its
sinking fund obligation, or such number of shares
of said Series theretofore purchased by the
corporation at a price per share not in
excess of $100.00 plus accrued unpaid
dividends, and in either case not theretofore
applied as a credit on its sinking fund
obligation. The sinking fund for said Series
shall not be cumulative. Notice of redemption
for each sinking fund shall be given, and
deposit of the aggregate redemption price may
be made, subject to the general terms and
provisions for redemption of the Preferred
Stock set forth in subdivision III.C.4 of the
Restated Articles of Incorporation;
(2) Shares of said Series redeemed
pursuant to the provisions of the sinking fund or
credited thereto shall be cancelled, shall not be
reissued as shares of said Series, and shall be
restored to the status of authorized but unissued
shares of the Preferred Stock of the corporation;
(3) Unless otherwise provided by law,
nothing herein contained shall prevent or in any
manner restrict the Board of Directors of the
corporation from authorizing and issuing any other
series of Preferred Stock entitled to a purchase
fund, sinking fund or other analogous device for
the benefit of the holders of such other series of
Preferred Stock of the corporation, whether or not
the provisions therefor shall correspond with the
provisions for said Series; provided that the
dates on which such other fund or device shall
operate in any particular year shall correspond
with the date applicable to said Series and in the
event there is a deficiency in the funds available
in any particular year for the fulfillment of the
maximum requirements of the purchase funds,
sinking funds or other analogous devices of all
outstanding series of Preferred Stock of the
corporation in accordance with the terms thereof,
such funds as are available in accordance with
such terms for such purpose shall be prorated
among all such series so that the percentage
allocated to any particular series of Preferred
Stock shall correspond with its portion of the
total amount due; and
(4) After June 15, 1994, so long as any
shares of said Series shall be outstanding, no
dividends on the Common Stock or the Preference
Stock of the corporation shall, without the
written consent or affirmative vote of the holders
of at least a majority of the total number of
shares of said Series then outstanding, be
declared and set apart for payment, unless the
corporation, on the June 15th immediately
preceding the declaration of such dividend, shall
have redeemed 7,500 shares of said Series at
$100.00 per share plus accrued unpaid dividends to
such June 15th or in accordance with the terms
hereof shall have taken credits against the shares
of said Series sinking fund which, with shares
redeemed pursuant to such fund obligation,
aggregate 7,500 shares of said Series; and
(vi) Whenever any of the dates mentioned with
respect to said Series shall not be a full
business day in the City of Portland, Oregon, then
any action to be taken on said date may be taken
on the next succeeding full business day.
Dated: December 1, 1993
NORTHWEST NATURAL GAS COMPANY
By Dwayne L. Foley
-------------------------
Its Senior Vice President
(Corporate Seal)
ARTICLES OF AMENDMENT
TO
RESTATED ARTICLES OF INCORPORATION
OF
NORTHWEST NATURAL GAS COMPANY
1. The name of the corporation is Northwest Natural Gas
Company.
2. Subdivision A of Article III of the Restated Articles of
Incorporation is amended to read as follows:
"The aggregate number of shares of capital stock which
the corporation shall have authority to issue is
63,500,000 shares, divided into 1,500,000 shares of
Preferred Stock without par value, issuable in series
as hereinafter provided, 2,000,000 shares of Preference
Stock without par value, issuable in series as
hereinafter provided, and 60,000,000 shares of Common
Stock of the par value of $3-1/6 per share."
3. The amendment was adopted by the shareholders of the
corporation on May 26, 1994.
4. 13,244,529 shares of Common Stock were outstanding and
entitled to vote on the amendment.
5. 9,981,213 shares of Common Stock were voted for the
amendment and 1,060,991 shares of Common Stock were voted
against the amendment.
DATED: May 27, 1994
NORTHWEST NATURAL GAS COMPANY
BY /s/ Bruce R. DeBolt
------------------------
Bruce R. DeBolt
Senior Vice President
SAK|EX3A