EXHIBIT 3(d)
[COMPOSITE]
AMENDED ARTICLES OF INCORPORATION
OF
OHIO POWER COMPANY
OHIO POWER COMPANY, a corporation for profit, heretofore
organized and now existing under the laws of the State of Ohio,
makes and files these Amended Articles of Incorporation and states:
FIRST: The name of the Corporation shall be Ohio Power
Company.
SECOND: The place in Ohio where the principal office of
the Corporation is to be located is 301 Cleveland Avenue,
S.W., Canton, Ohio.
THIRD: The purposes for which the Corporation is
formed are:
To produce, buy, acquire, lease, use, furnish,
supply, sell, transmit, and distribute light, heat and power
generated by means of gas, electricity, steam, hot water or
other sources of energy, or any or all of them, for public and
private use, and in connection therewith to acquire, purchase,
own, construct, use, sell, lease, operate or manage any works,
plants, constructions or parts thereof for the production,
use, transmission, distribution, regulation, control or
application of gas, electricity, steam, hot water or other
sources of energy and to do any and all things necessary or
convenient in the exercise of such powers;
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, finance, deal in, construct, build, equip,
improve, use, operate, maintain and work upon:
(a) Any and all kinds of plants and systems for the
manufacture, production, storage, utilization, purchase,
sale, supply, transmission, distribution, or disposition
of electricity, gas, water or steam, or power produced
thereby, or of ice and refrigeration of any and every
kind;
(b) Any and all kinds of telephone, telegraph,
radio, wireless and other systems, facilities and devices
for the receipt and trans-mission of sounds and signals,
any and all kinds of interurban, city and street railways
and railroads and bus lines for the transportation of
passengers and/or freight, transmission lines, systems,
appliances, equipment and devices and tracks, stations,
buildings and other structures and facilities;
(c) Any and all kinds of works, power plants,
manufacture, structures, substations, systems, tracks,
machinery, generators, motors, lamps, poles, pipes,
wires, cables, conduits, apparatus, devices, equipment,
supplies, articles and merchandise of every kind
pertaining to or in anywise connected with the
construction, operation or maintenance of telephone,
telegraph, radio, wireless and other systems, facilities
and devices for the receipt and transmission of sounds
and signals, or of interurban, city and street railways
and railroads and bus lines, or in anywise connected with
or pertaining to the manufacture, production, purchase,
use, sale, supply, transmission, distribution,
regulation, control or application of electricity, gas,
water, steam, ice, refrigeration and power or any other
purposes;
To acquire, buy, hold, own, sell, lease, exchange,
dispose of, transmit, distribute, deal in, use, manufacture,
produce, furnish and supply street and interurban railway and
bus service, electricity, gas, light, heat, ice,
refrigeration, water and steam in any form and for any
purposes whatsoever, and any power or force or energy in any
form and for any purposes whatsoever;
To maintain and operate stores and commissaries for
the buying and selling of and to buy, sell and generally deal
in general merchandise, hardware, special merchandise,
machinery, supplies and any and all kinds of manufactured and
agricultural products;
To do a general mercantile business;
To acquire, organize, assemble, develop, build up
and operate constructing and operating and other organizations
and systems, and to hire, sell, lease, exchange, turn over,
deliver and dispose of such organizations and systems in whole
or in part and as going organizations and systems and
otherwise, and to enter into and perform contracts, agreements
and undertakings of any kind in connection with any or all of
the foregoing powers;
To do a general contracting business;
To purchase, acquire, develop, mine, explore, drill,
hold, own and dispose of lands, interests in and rights with
respect to lands and waters and fixed and movable property;
To borrow money and contract debts when necessary
for the transaction of the business of the Corporation or for
the exercise of its corporate rights, privileges or franchises
or for any other lawful purpose of its incorporation; to issue
bonds, promissory notes, bills of exchange, debentures and
other obligations and evidences of indebtedness payable at a
specified time or times or payable upon the happening of a
specified event or events, whether secured by mortgage, pledge
or otherwise, or unsecured, for money borrowed or in payment
for property purchased or acquired or any other lawful
objects;
To guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares
of the capital stock of, or any bonds, securities or evidences
of indebtedness created by, any other corporation or
corporations of the State of Ohio or any other state or
government and, while the owner of such stock, to exercise all
the rights, powers and privileges of ownership, including the
right to vote thereon;
To aid in any manner any corporation or association,
domestic or foreign or any firm or individual, any shares of
stock in which or any bonds, debentures, notes, securities,
evidences of indebtedness, contracts, or obligations of which
are held by or for the Corporation or in which or in the
welfare of which the Corporation shall have any interest, and
to do any acts designed to protect, preserve, improve or
enhance the value of any property at any time held or
controlled by the Corporation, or in which it may be at any
time interested; and to organize or promote or facilitate the
organization of subsidiary companies;
To conduct business at one or more offices and hold,
purchase, mortgage and convey real and personal property in
the State of Ohio and in any of the several states,
territories, possessions and dependencies of the United
States, the District of Columbia and foreign countries;
In any manner to acquire, enjoy, utilize and to
dispose of patents, copyrights and trademarks and any licenses
or other rights or interests therein and thereunder;
To purchase, acquire, hold, own and dispose of
franchises, concessions, consents, privileges and licenses
necessary for and in its opinion useful or desirable for or in
connection with the foregoing powers;
To do any or all things herein set forth to the same
extent and as fully as natural persons might or could do, in
any part of the world, and as principal agent, contractor, or
otherwise, and either alone or in conjunction with any other
individuals, firms, associations, corporations, syndicates or
bodies politic;
To do any and all things necessary and proper for
the accomplishment of the objects herein enumerated or
necessary or incidental to the protection and benefit of the
Corporation, and in general to carry on any lawful business
necessary or incidental to the attainment of the purposes of
the Corporation, whether such business is similar in nature to
the objects and powers set forth in these Articles or any
amendment thereof;
To conduct its business in the State of Ohio, other
states, the District of Columbia, the territories, colonies
and possessions of the United States and in foreign countries.
The Corporation may not construct a steam or
electric railroad in more than one County or State.
The objects and purposes specified in the foregoing
clauses of this Article Third shall, except where other-wise
expressed, be in no way limited or restricted by reference to
or inference from the terms of any other clause of this or any
other Article of these Articles. The objects and purposes
specified in each of the clauses of these Articles shall be
regarded as independent objects and purposes and shall be
construed as powers as well as objects and purposes.
FOURTH: The maximum number of shares of stock which the
Corporation is authorized to have outstanding is forty-seven
million seven hundred sixty-two thousand four hundred three
(47,762,403) shares, divided into four classes as follows: (a)
one million seven hundred twelve thousand four hundred three
(1,712,403) shares are Cumulative Preferred Stock of the par
value of One Hundred Dollars ($100) each (hereinafter
sometimes referred to as "Cumulative Preferred Stock ($100
voting)"); (b) two million fifty thousand (2,050,000) shares
are Cumulative Preferred Stock, $100 Non-Voting of the par
value of One Hundred Dollars ($100) each (hereinafter
sometimes referred to as "Cumulative Preferred Stock ($100
non-voting)"); (c) four million (4,000,000) shares are
Cumulative Preferred Stock, $25 Non-Voting of the par value of
Twenty-five Dollars ($25) each (hereinafter sometimes referred
to as "Cumulative Preferred Stock ($25 non-voting)"); and (d)
forty million (40,000,000) shares are Common Stock without par
value. The description of the different classes of stock and
the express terms of each of such classes of stock and of the
existing series of Cumulative Preferred Stock are set forth in
the following paragraphs of this Article Fourth. All of the
express terms set forth below in the preamble and paragraphs
(1) through (10) under the heading "Cumulative Preferred
Stock" shall be equally applicable to the Cumulative Preferred
Stock ($100 voting), to the Cumulative Preferred Stock ($100
non-voting) and to the Cumulative Preferred Stock ($25 non-
voting), and such terms shall be deemed to state the express
terms of all shares of each of said classes, except to the
extent that any of such terms are expressly stated to be
applicable only to shares of one class or shares of one or
more series of a class, and whenever herein the words
"Cumulative Preferred Stock" without any prefix or
parenthetical qualification shall be used, they shall be
deemed to refer to each of said classes.
CUMULATIVE PREFERRED STOCK
Subject to and in accordance with the provisions of the
following paragraphs (1) through (34) hereof, the Board of
Directors is hereby authorized to cause shares of each class
of Cumulative Preferred Stock to be issued in series with such
variations in respect thereof (except in the case of the
shares of the series of Cumulative Preferred Stock ($100
voting) the express terms of which are set forth in paragraphs
(11) through (34) hereof) as may be determined by an amendment
to these Articles adopted by the Board of Directors prior to
the issue thereof:
(1) The shares of the Cumulative Preferred Stock of
each series of a class may vary as to:
(a) The distinctive series designations and
number of shares of such series;
(b) The rate of dividends (within such limits
as shall be permitted by law) payable on the shares
of the particular series;
(c) The dates from which such dividends shall
be cumulative as hereinafter in paragraph (2)
provided;
(d) The prices (not less than the amount
limited by law) and terms upon which the shares of
the particular series may be redeemed;
(e) The amount or amounts which shall be paid
to the holders of the shares of the particular
series in case of voluntary or involuntary
dissolution or any distribution of assets;
(f) The sinking fund requirements (if any)
for the purchase or redemption of the shares of the
particular series;
(g) The rights (if any) to convert the shares
of the particular series into and/or purchase stock
of any other series or class or other securities.
Except for the variations permitted in this paragraph,
the shares of all series of each class of the Cumulative
Preferred Stock shall in all other respects be identical.
(2) The holders of each series of the Cumulative
Preferred Stock at the time outstanding shall be entitled
to receive, but only when and as declared by the Board of
Directors, out of funds legally available for the payment
of dividends, cumulative preferential dividends, at the
annual dividend rate for the particular series fixed
therefor as herein provided, payable quarter-yearly on
the first days of March, June, September and December in
each year, to stockholders of record on the respective
dates, not exceeding thirty (30) days and not less than
ten (10) days preceding such dividend payment dates,
fixed for the purpose by the Board of Directors. No
dividends shall be declared on any series of the
Cumulative Preferred Stock in respect of any quarter-
yearly dividend period unless there shall likewise be
declared on all shares of all series of the Cumulative
Preferred Stock at the time outstanding, like
proportionate dividends, ratably, in proportion to the
respective annual dividend rates fixed therefor, in
respect of the same quarter-yearly dividend period, to
the extent that such shares are entitled to receive
dividends for such quarter-yearly dividend period. The
dividends on shares of all series of the Cumulative
Preferred Stock shall be cumulative. In the case of all
shares of each particular series, the dividends on shares
of such series shall be cumulative:
(a) If issued prior to the record date for
the first dividends on the shares of such series,
then from the date for the particular series fixed
therefor as herein provided;
(b) If issued during the period commencing
immediately after a record date for a dividend and
terminating at the close of the payment date for
such dividend, then from such dividend payment
date; and
(c) Otherwise from the quarter-yearly
dividend payment date next preceding the date of
issue of such shares;
so that unless dividends on all outstanding shares of
each series of the Cumulative Preferred Stock, at the
annual dividend rate and from the dates for accumulation
thereof fixed as herein provided shall have been paid for
all past quarter-yearly dividend periods, but without
interest on cumulative dividends, no dividends shall be
paid or declared and no other distribution shall be made
on the Common Stock, and no Common Stock shall be
purchased or otherwise acquired for value by the
Corporation; provided that during any period when the
Corporation shall be in default as to any obligation of
the Corporation with respect to any sinking fund for the
benefit of the shares of any series of the Cumulative
Preferred Stock, no dividend shall be paid or declared
and no other distribution shall be made on the Common
Stock or any other shares of capital stock of the
Corporation ranking junior to the Cumulative Preferred
Stock, and no Common Stock or shares of such capital
stock shall be purchased or otherwise acquired for value
by the Corporation, unless all shares of the Cumulative
Preferred Stock then outstanding shall concurrently be
redeemed, purchased or otherwise acquired or unless the
declaration or payment of such dividend, or such
distribution, purchase or acquisition shall have been
ordered, permitted or approved by the Securities and
Exchange Commission, or by any successor agency thereto,
under the Public Utility Holding Company Act of 1935 or
any legislation enacted in substitution therefor. The
holders of the Cumulative Preferred Stock of any series
shall not be entitled to receive any dividends thereon
other than the dividends referred to in this paragraph
(2).
(3) The Corporation, by action of its Board of
Directors, may redeem the whole or any part of any series
of the Cumulative Preferred Stock, at any time or from
time to time, by paying in cash the redemption price of
the shares of the particular series, fixed therefor as
herein provided, together with a sum in the case of each
share of each series so to be redeemed, computed at the
annual dividend rate for the series of which the
particular share is a part, from the date from which
dividends on such share became cumulative to the date
fixed for such redemption, less the aggregate of the
dividends theretofore or on such redemption date paid
thereon. Notice of every such redemption shall be given
by publication at least once in one daily newspaper
printed in the English language and of general
circulation in Canton, Ohio, and in one daily newspaper
printed in the English language and of general
circulation in the Borough of Manhattan, The City of New
York, the first publication in such newspapers to be at
least thirty (30) days and not more than sixty (60) days
prior to the date fixed for such redemption. At least
thirty (30) days and not more than sixty (60) days
previous notice of every such redemption shall also be
mailed to the holders of record of the shares of the
Cumulative Preferred Stock so to be redeemed, at their
respective addresses as the same shall appear on the
books of the Corporation; but not failure to mail such
notice nor any defect therein or in the mailing thereof
shall affect the validity of the proceedings for the
redemption of any shares of the Cumulative Preferred
Stock so to be redeemed. In case of the redemption of a
part only of any series of the Cumulative Preferred Stock
at the time outstanding, the Corporation shall select by
lot the shares so to be redeemed. The Board of Directors
shall have full power and authority, subject to the
limitations and provisions herein contained, to prescribe
the manner in which, and the terms and conditions upon
which, the shares of the Cumulative Preferred Stock shall
be redeemed from time to time. If such notice of
redemption shall have been duly given by publication, and
if on or before the redemption date specified in such
notice all funds necessary for such redemption shall have
been set aside by the Corporation, separate and apart
from its other funds, in trust for the account of the
holders of the shares to be redeemed, so as to be and
continue to be available therefor, then, notwithstanding
that any certificate for such shares so called for
redemption shall not have been surrendered for
cancellation, from and after the date fixed for
redemption, the shares represented thereby shall no
longer be deemed outstanding, the right to receive
dividends thereon shall cease to accrue and all rights
with respect to such shares so called for redemption
shall forthwith on such redemption date cease and
terminate, except only the right of the holders thereof
to receive, out of the funds so set aside in trust, the
amount payable upon redemption thereof, without interest;
provided, however, that the Corporation may, after giving
notice by publication of any such redemption as
hereinbefore provided or after giving to the bank or
trust company hereinafter referred to irrevocable
authorization to give such notice by publication, and at
any time prior to the redemption date specified in such
notice, deposit in trust, for the account of the holders
of the shares to be redeemed, so as to be and continue to
be available therefor, funds necessary for such
redemption with a bank or trust company in good standing,
organized under the laws of the United States of American
or of the State of New York, doing business in the
Borough of Manhattan, The City of New York, and having
capital, surplus and undivided profits aggregating at
least $5,000,000 or organized under the laws of the State
of Ohio, doing business in the City of Cleveland, Ohio,
and having capital, surplus and undivided profits
aggregating at least $5,000,000, designated in such
notice of redemption, and, upon such deposit in trust,
all shares with respect to which such deposit shall have
been made shall no longer be deemed to be outstanding,
and all rights with respect to such shares shall
forthwith cease and terminate, except only the right of
the holders thereof to receive at any time from and after
the date of such deposit, the amount payable upon the
redemption thereof, without interest. Nothing herein
contained shall limit any right of the Corporation to
purchase or otherwise acquire any shares of the
Cumulative Preferred Stock; provided, however, that the
Corporation shall not redeem (whether through operation
of any sinking fund or otherwise), purchase or otherwise
acquire any shares of any series of the Cumulative
Preferred Stock during any period when the Corporation
shall be in default in the payment of dividends on any
shares of any series of the Cumulative Preferred Stock,
unless all shares of Cumulative Preferred Stock then
outstanding shall concurrently be so redeemed, purchased
or otherwise acquired or unless such redemption, purchase
or acquisition shall have been ordered, permitted or
approved by the Securities and Exchange Commission, or by
any successor commission thereto, under the Public
Utility Holding Company Act of 1935 or any legislation
enacted in substitution therefor.
The Corporation may from time to time, by action of its
Board of Directors and without action by the holders of the
Common Stock or any class of the Cumulative Preferred Stock,
purchase or otherwise acquire shares of any class of the
Cumulative Preferred Stock in such manner, upon such terms and
in such amounts as the Board of Directors shall determine;
subject, however, to such limitations or restrictions, if any,
as are contained in the express terms of any class of the
Cumulative Preferred Stock outstanding at the time of the
purchase or acquisition in question.
(4) Before any amount shall be paid to, or any
assets distributed among, the holders of the Common Stock
upon any liquidation, dissolution or winding up of the
Corporation, and after paying or providing for the
payment of all creditors of the Corporation, the holders
of each series of the Cumulative Preferred Stock at the
time outstanding shall be entitled to be paid in cash the
amount for the particular series fixed therefor as herein
provided, together with a sum in the case of each share
of each series, computed at the annual dividend rate for
the series of which the particular share is a part, from
the date from which dividends on such share became
cumulative to the date fixed for the payment of such
distributive amount ,less the aggregate of the dividends
theretofore or on such date paid thereon; but no payments
on account of such distributive amounts shall be made to
the holders of any series of the Cumulative Preferred
Stock unless there shall likewise be paid at the same
time to the holders of each other series of the
Cumulative Preferred Stock at the time outstanding like
proportionate distributive amounts, ratably, in
proportion to the full distributive amounts to which they
are respectively entitled as herein provided. The
holders of the Cumulative Preferred Stock of any series
shall not be entitled to receive any amounts with respect
thereto upon any liquidation, dissolution or winding up
of the Corporation other than the amounts referred to in
this paragraph. Neither the consolidation or merger of
the Corporation with any other corporation or
corporations, nor the sale or transfer by the Corporation
of all or any part of its assets, shall be deemed to be
a liquidation, dissolution or winding up of the
Corporation.
(5) Whenever the full dividends on all series of
the Cumulative Preferred Stock at the time out-standing
for all past quarter-yearly dividend periods shall have
been paid or declared and set apart for payment, then,
subject to the provisions of paragraph (2) and
subparagraph (7)(B)(c) hereof, such dividends (payable in
cash, stock or otherwise) as may be determined by the
Board of Directors may be declared and paid on the Common
Stock, but only out of funds legally available for the
payment of dividends; provided, however, that so long as
any shares of the Cumulative Preferred Stock of any
series are outstanding, the Corporation shall not declare
or pay any dividends on the Common Stock of the
Corporation except as follows:
(a) If and so long as the Common Stock Equity
at the end of the calendar month immediately
preceding the date on which a dividend on Common
Stock is declared is, or as a result of such
dividend would become, less than 20% of total
capitalization, the Corporation shall not declare
such dividend in an amount which, together with all
other dividends on Common Stock paid within the
year ending with and including the date on which
such dividend is payable, exceeds 50% of the net
income of the Corporation available for dividends
on the Common Stock (less any Depreciation
Deficiency) for the twelve full calendar months
immediately preceding the month in which such
dividend is declared, except in an amount not
exceeding the aggregate of dividends on Common
Stock which could have been, but have not been,
declared under this clause (a); and
(b) If and so long as the Common Stock Equity
at the end of the calendar month immediately
preceding the date on which a dividend on Common
Stock is declared is, or as a result of such
dividend would become, less than 25% but not less
than 20% of total capitalization, the Corporation
shall not declare such dividend in an amount which,
together with all other dividends on Common Stock
paid within the year ending with and including the
date on which such dividend is payable, exceeds 75%
of the net income of the Corporation available for
dividends on the Common Stock (less any
Depreciation Deficiency) for the twelve full
calendar months immediately preceding the month in
which such dividend is declared, except in an
amount not exceeding the aggregate of dividends on
Common Stock which could have been, but have not
been, declared under clause (a) above and this
clause (b); and
(c) At any time when the Common Stock Equity
is 25% or more of total capitalization, the
Corporation may not declare dividends on shares of
the Common Stock which would reduce the Common
Stock Equity below 25% of total capitalization,
except to the extent provided in clause (a) and
clause (b) above.
For the purposes of this paragraph (5) only:
(i) The term "Common Stock Equity"
shall mean the sum of the par value of, or
stated value or capital represented by, the
shares of Common Stock of the Corporation
outstanding, and the surplus, earned, capital,
and paid-in, of the Corporation (including any
premiums on Common Stock but excluding any
premiums on the Cumulative Preferred Stock)
whether or not available for the payment of
dividends on the Common Stock; provided,
however, that there shall be deducted from
such sum (I) the amount of any Depreciation
Deficiency for the period from December 31,
1952 to the end of the calendar month
immediately preceding the date on which a
dividend on Common Stock is declared and (II)
the amount, if any, by which the aggregate of
all amounts payable upon the involuntary
dissolution, liquidation or winding up of the
Corporation to the holders of the Cumulative
Preferred Stock and of any other class of
stock ranking prior to or on a parity with the
Cumulative Preferred Stock as to dividends or
distributions exceeds the aggregate of the
capital of the Corporation applicable to such
Cumulative Preferred Stock and class of stock
ranking prior to or on a parity with the
Cumulative Preferred Stock as to dividends or
distributions;
(ii) The term "total capitalization"
shall mean the sum of the par value of, or
stated value or capital represented by, the
capital stock of all classes of the
Corporation outstanding, the surplus, earned,
capital and paid-in, of the Corporation
(including any premiums on any such capital
stock), whether or not available for the
payment of dividends on the Common Stock, and
the principal amount of all debt of the
Corporation outstanding, maturing more than
twelve months after the date of the
determination of the total capitalization,
less any amount required to be deducted in the
determination of Common Stock Equity as in
clause (i) above provided;
(iii) The term "dividends on Common
Stock" shall embrace dividends on Common Stock
of the Corporation (other than dividends
payable only in shares of such Common Stock),
distributions on, and purchases or other
acquisitions for value of any Common Stock of
the Corporation; and
(iv) The term "Depreciation Deficiency"
shall mean, as to any specified period, the
amount by which the aggregate of (I) all
amounts credited to the depreciation reserve
account of the Corporation through charges to
operating revenue deductions or otherwise as
provided in the Uniform System of Accounts
prescribed for Public Utilities and Licensees
by the Federal Power Commission and of (II)
all charges for maintenance, shall have been
less than 15% of all operating revenues of the
Corporation (excluding therefrom non-operating
income and revenues derived directly from pro-
perties leased to the Corporation), less all
charges to income made by the Corporation for
purchased power and for the net amount of
electric energy received by the Corporation
through interchange.
(6) In the event of any liquidation, dissolution or
winding up of the Corporation, all assets and funds of
the Corporation remaining after paying or providing for
the payment of all creditors of the Corporation and after
paying or providing for the payment to the holders of
shares of all series of the Cumulative Preferred Stock of
the full distributive amounts to which they are
respectively entitled as herein provided, shall be
divided among and paid to the holders of the Common Stock
according to their respective rights and interests.
(7)(A) So long as any shares of the Cumulative
Preferred Stock are outstanding, the Corporation shall
not, without the consent (given by vote at a meeting
called for that purpose) of the holders of at least two-
thirds of the total number of votes which holders of the
outstanding shares of Cumulative Preferred Stock are
entitled to cast, voting together for such purpose as a
single class:
(a) Increase the total authorized amount of
the Cumulative Preferred Stock; or
(b) Create or authorize any shares of any
class of stock ranking prior to the Cumulative
Preferred Stock as to dividends or assets or issue
any shares of any such prior ranking stock more
than twelve months after the date as of which the
Corporation was empowered to create or authorize
such prior ranking stock; or
(c) Amend, alter, change or repeal any of the
express terms of the Cumulative Preferred Stock or
of any series of the Cumulative Preferred Stock
then outstanding in a manner substantially
prejudicial to the holders thereof; provided,
however, that if any such amendment, alteration,
change or repeal would be substantially prejudicial
to the holders of one or more, but not all, of the
series of the Cumulative Preferred Stock at the
time outstanding, only the consent of the holders
of two-thirds of the total number of votes which
holders of the shares of each series prejudicially
affected are entitled to cast shall be required,
voting for such purpose as a single class.
(B) So long as any shares of the Cumulative
Preferred Stock are outstanding, the Corporation shall
not, without the consent (given by vote at a meeting
called for that purpose) of the holders of a majority of
the total number of votes which holders of the
outstanding shares of Cumulative Preferred Stock are
entitled to cast, voting together for such purpose as a
single class:
(a) Merge or consolidate with or into any
other corporation or corporations, or sell or
otherwise dispose of all or substantially all of
its properties, unless such merger or
consolidation, or the issuance and assumption of
all securities to be issued or assumed in
connection with any such merger or consolidation,
or such sale or disposition, shall have been
ordered, approved or permitted by the Securities
and Exchange Commission, or by any successor agency
thereto, under the provisions of the Public Utility
Holding Company Act of 1935 or any legislation
enacted in substitution therefor; provided that the
provisions of this clause (a) shall not apply to a
purchase or other acquisition by the Corporation of
franchises or assets of another corporation in any
manner which does not involved a merger or
consolidation; or
(b) Issue, sell or otherwise dispose of any
shares of the Cumulative Preferred Stock or of any
other class of stock ranking prior to or on a
parity with the Cumulative Preferred Stock as to
dividends or distributions, unless (i) the net
income of the Corporation, determined in accordance
with generally accepted accounting practices to be
available for the payment of dividends for a period
of twelve (12) consecutive calendar months within
the fifteen (15) calendar months immediately
preceding the issuance, sale or disposition of such
stock (but less any Depreciation Deficiency for
such period), shall have been at least equal to
twice the annual dividend requirements on all
outstanding shares of the Cumulative Preferred
Stock and of al other classes of stock ranking
prior to or on a parity with the Cumulative
Preferred Stock as to dividends or distributions,
including the shares proposed to be issued; (ii)
the gross income of the Corporation for said
period, determined in accordance with generally
accepted accounting practices (but in any event
after deducting the amount for said period charged
by the Corporation on its books to depreciation
expense and in addition thereto any Depreciation
Deficiency for said period) to be available for the
payment of interest, shall have been at least one
and one-half times the sum of (I) the annual
interest charges on all interest bearing
indebtedness of the Corporation and (II) the annual
dividend requirements on all outstanding shares of
the Cumulative Preferred Stock and of all other
classes of stock ranking prior to or on a parity
with the Cumulative Preferred Stock as to dividends
or distributions, including the shares proposed to
be issued; and (iii) the aggregate of the capital
of the Corporation applicable to the Common Stock
and of the surplus of the Corporation immediately
after such issuance, sale or other disposition,
less any Depreciation Deficiency for the period
from December 31, 1952 to such date, shall be not
less than the amount payable upon the involuntary
dissolution, liquidation or winding up of the
Corporation to the holders of the Cumulative
Preferred Stock and of such other class of stock,
excluding from the foregoing computation all stock
which is to be retired in connection with such
additional issue; provided, that the Corporation
shall not thereafter pay any dividends on the
Common Stock unless immediately thereafter the
aggregate of the capital of the Corporation
applicable to the Common Stock and of the surplus
of the Corporation, less any Depreciation
Deficiency for the period from December 31, 1952 to
such date, shall be not less than the amount
payable upon the involuntary dissolution,
liquidation or winding up of the Corporation to the
holders of the Cumulative Preferred Stock and of
such other class of stock.
For the purposes of this subparagraph (b)
only, the term "Depreciation Deficiency" shall
mean, as to any specified period, the amount by
which the aggregate of (i) all amounts credited to
the depreciation reserve account of the Corporation
through charges to operating revenue deductions or
otherwise as provided in the Uniform System of
Accounts prescribed for Public Utilities and
Licensees by the Federal Power Commission and of
(ii) all charges for maintenance, shall have been
less than 15% of all operating revenues of the
Corporation (excluding therefrom non-operating
income and revenues derived directly from
properties leased to the Corporation), less all
charges to income made by the Corporation for
purchased power and for the net amount of electric
energy received by the Corporation through
interchange.
(8) No holder of shares of any series of the
Cumulative Preferred Stock shall be entitled as such as
a matter of right to subscribe for or purchase any part
of any new or additional issue of stock, or securities
convertible into stock of any class whatsoever, whether
now or hereafter authorized, and whether issued for cash,
property, services, by way of dividends, or otherwise.
(9)(A) Except as otherwise provided in this
paragraph (9) or in paragraph (7) hereof, or as otherwise
required by the laws of the State of Ohio;
(i) Every holder of Cumulative Preferred
Stock ($100 voting) shall be entitled to cast one
vote for each share of Cumulative Preferred Stock
($100 voting) held by him for the election of
Directors and upon all other matters;
(ii) The holders of Cumulative Preferred
Stock ($100 non-voting) and Cumulative Preferred
Stock ($25 non-voting) shall not be entitled to
vote; and
(iii) Every holder of Common Stock shall be
entitled to cast one vote for each share of Common
Stock held by him for the election of Directors and
upon all other matters.
Whenever, pursuant to the provisions of this paragraph
(9) or paragraph (7) hereof, the holders of Cumulative
Preferred Stock ($100 voting), Cumulative Preferred Stock
($100 non-voting) and Cumulative Preferred Stock ($25
non-voting) shall be entitled to vote together as a
single class for the election of Directors or on any
other matter, every holder of shares of Cumulative
Preferred Stock ($100 voting) or Cumulative Preferred
Stock ($100 non-voting) shall be entitled to cast one
vote for each such share held by him and every holder of
Cumulative Preferred Stock ($25 non-voting) shall be
entitled to cast one-quarter of one vote for each such
share held by him. In addition to any provisions herein,
whenever the consent or the affirmative vote of the
holders of any class of the Cumulative Preferred Stock,
voting as a single class, shall be required for the
adoption of any amendment to these Articles pursuant to
any provision of law, the consent or affirmative vote of
the holders of at least a majority of the total number of
shares of such class then outstanding shall be required
for such purpose. Except when some mandatory provision
of law shall be controlling and except as otherwise
provided in subparagraphs (7)(A)(c), 12(c), (14)(c) and
(16)(c) hereof, whenever shares of two or more series of
any class of Cumulative Preferred Stock are outstanding,
no particular series of such class shall be entitled to
vote as a separate series on any matter.
(B) If and when dividends payable on the
Cumulative Preferred Stock shall be in default in an
amount equivalent to four full quarter-yearly dividends
on all shares of all series of the Cumulative Preferred
Stock at the time outstanding, and until all dividends in
default on the Cumulative Preferred Stock shall have been
paid, the holders of all shares of the Cumulative
Preferred Stock, voting separately as one class, shall be
entitled to elect the smallest number of Directors
necessary to constitute a majority of the full Board of
Directors, and the holders of the Common Stock, voting
separately as a class, shall be entitled to elect the
remaining Directors of the Corporation. The terms of
office of all persons who may be Directors of the
Corporation at the time shall terminate upon the election
of a majority of the Board of Directors by the holders of
the Cumulative Preferred Stock, except that if the
holders of the Common Stock shall not have elected the
remaining Directors of the Corporation, then, and only in
that event, the Directors of the Corporation in office
just prior to the election of a majority of the Board of
Directors by the holders of the Cumulative Preferred
Stock shall elect the remaining Directors of the
Corporation.
(C) If and when all dividends then in default on
the Cumulative Preferred Stock at the time outstanding
shall be paid (and such dividends shall be declared and
paid out of any funds legally available therefor as soon
as reasonably practicable), the Cumulative Preferred
Stock shall thereupon be divested of any special right
with respect to the election of Directors provided in
subparagraph (B) hereof, and the voting power of the
Cumulative Preferred Stock and the Common Stock shall
revert to the status existing before the occurrence of
such default; but always subject to the same provisions
for vesting such special rights in the Cumulative
Preferred Stock in case of further like default or
defaults in dividends thereon. Upon the termination of
any such special right the terms of office of all persons
who may have been elected Directors of the Corporation by
vote of the holders of the Cumulative Preferred Stock, as
a class, pursuant to such special right shall forthwith
terminate.
(D) In case of any vacancy in the Board of
Directors occurring among the Directors elected by the
holders of the Cumulative Preferred Stock, as a class,
pursuant to subparagraph (B) hereof, the holders of the
Cumulative Preferred Stock then outstanding and entitled
to vote may elect a successor to hold office for the
unexpired term of the Director whose place shall be
vacant. In case of a vacancy in the Board of Directors
occurring among the Directors elected by the holders of
the Common Stock, as a class, or by the Directors in
office just prior to the election of a majority of the
Board of Directors by the holders of the Cumulative
Preferred Stock, pursuant to subparagraph (B) hereof, the
holders of the Common Stock then outstanding and entitled
to vote may elect a successor to hold office for the
unexpired term of the Director whose place shall be
vacant. In all other cases, any vacancy occurring among
the Directors shall be filled by the vote of a majority
of the remaining Directors.
(E) Whenever the holders of the Cumulative
Preferred Stock, as a class, become entitled, to elect
Directors of the Corporation pursuant to either
subparagraphs (B) or (D) hereof, it shall be the duty of
the president, a vice-president or the secretary of the
Corporation forthwith to call, and to cause notice to be
given to the stockholders entitled to vote at, a meeting
to be held at such time as the Corporation's officers may
fix, not less than thirty nor more than sixty days after
the accrual of such right, for the purpose of electing
Directors. The notice so given shall be mailed to each
holder of record of the Cumulative Preferred Stock at his
address as it appears upon the records of the Corporation
and shall set forth, among other things, (i) that by
reason of the fact that dividends payable on the
Cumulative Preferred Stock are in default in an amount
equivalent to four full quarter-yearly dividends or more
per share, the holders of the Cumulative Preferred Stock,
voting separately as a class, have the right to elect the
smallest number of Directors necessary to constitute a
majority of the full Board of Directors of the
Corporation, (ii) that any holder of the Cumulative
Preferred Stock has the right, at any reasonable time, to
inspect, and make copies of, the list or lists of holders
of the Cumulative Preferred Stock maintained at the
principal office of the Corporation or at the office of
any Transfer Agent of the Cumulative Preferred Stock, and
(iii) either the entirety of this paragraph or the
substance thereof with respect to the number of shares of
the Cumulative Preferred Stock required to be represented
at any meeting, or adjournment thereof, called for the
election of Directors of the Corporation. At the first
meeting of stockholders held for the purpose of electing
Directors during such time as the holders of the
Cumulative Preferred Stock shall have the special right,
voting separately as a class, to elect Directors, the
presence in person or by proxy of the holders of a
majority of the outstanding Common Stock shall be
required to constitute a quorum of such class for the
election of Directors, and the presence in person or by
proxy of the holders of a majority of the total number of
votes which holders of the outstanding shares of
Cumulative Preferred Stock are entitled to cast shall be
required to constitute a quorum of such class for the
election of Directors; provided, however, that in the
absence of a quorum of the holders of the Cumulative
Preferred Stock, no election of Directors shall be held,
but a majority of the holders of the Cumulative Preferred
Stock who are present in person or by proxy shall have
power to adjourn the election of the Directors to a date
not less than fifteen nor more than fifty days from the
giving of the notice of such adjourned meeting
hereinafter provided for; and provided, further, that at
such adjourned meeting, the presence in person or by
proxy of the holders of 35% of the total number of votes
which holders of the outstanding shares of Cumulative
Preferred Stock are entitled to cast shall be required to
constitute a quorum of such class for the election of
Directors. In the event such first meeting of
stockholders shall be so adjourned, it shall be the duty
of the president, a vice-president or the secretary of
the Corporation, within ten days from the date on which
such first meeting shall have been adjourned, to cause
notice of such adjourned meeting to be given to the
stockholders entitled to vote thereat, such adjourned
meeting to be held not less than fifteen days nor more
than fifty days from the giving of such second notice.
Such second notice shall be given in the form and manner
hereinabove provided for with respect to the notice
required to be given of such first meeting of
stockholders, and shall further set forth that a quorum
was not present at such first meeting and that the
holders of 35% of the total number of votes which holders
of the outstanding shares of Cumulative Preferred Stock
are entitled to cast shall be required to constitute a
quorum of such class for the election of Directors at
such adjourned meeting. If the requisite quorum of
holders of the Cumulative Preferred Stock shall not be
present at said adjourned meeting, then the Directors of
the Corporation then in office shall remain in office
until the next Annual Meeting of the Corporation, or
special meeting in lieu thereof, and until their
successors shall have been elected and shall qualify.
Neither such first meeting nor such adjourned meeting
shall be held on a date within sixty days of the date of
the next Annual Meeting of the Corporation or special
meeting in lieu thereof. At each Annual Meeting of the
Corporation, or special meeting in lieu thereof, held
during such time as the holders of the Cumulative
Preferred Stock, voting separately as a class, shall have
the right to elect a majority of the Board of Directors,
the foregoing provisions of this subparagraph shall
govern such Annual Meeting, or special meeting in lieu
thereof, as if said Annual Meeting or special meeting
were the first meeting of stockholders held for the
purpose of electing Directors after the right of the
holders of the Cumulative Preferred Stock, voting
separately as a class, to elect a majority of the Board
of Directors, should have accrued with the exception
that, until the holders of the Cumulative Preferred Stock
shall have elected a majority of the Board of Directors,
if at any adjourned Annual Meeting, or special meeting in
lieu thereof, holders of 35% of the total number of votes
which holders of the outstanding shares of Cumulative
Preferred Stock are entitled to cast are not present in
person or by proxy, all the Directors to be elected shall
be elected by a vote of the holders of a majority of the
Common Stock of the Corporation present or represented at
the meeting.
(F) So long as any shares of the Cumulative
Preferred Stock of any series are outstanding, the Board
of Directors of the Corporation shall consist of not less
than three (3) persons and not more than the number of
persons set forth in the Corporation's Code of
Regulations.
(10) The Corporation may, at any time and from time
to time, issue and dispose of any of the authorized and
unissued shares of the Cumulative Preferred Stock and
Common Stock for such consideration as may be fixed by
the Board of Directors, subject to any provisions of law
then applicable, and subject to the provisions of any
resolutions of the stockholders of the Corporation
relating to the issue and disposition of such shares.
(11) The Corporation hereby classifies $20,240,300
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "4-1/2% Cumulative
Preferred Stock," consisting of 202,403 shares of the par
value of $100 per share.
(12) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
4-1/2% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 4-1/2% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1941, shall be cumulative, shall be March 1, 1941;
(b) The redemption price for such series
shall be $112.50 per share until March 1, 1946; on
and after March 1, 1946 and until March 1, 1951,
$111 per share; and on and after March 1, 1951,
$110 per share;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be:
$110 per share, upon any voluntary
liquidation, dissolution or winding up of the
Corporation, except that if such voluntary
liquidation, dissolution or winding up of the
Corporation shall have been approved by the
vote in favor thereof of the holders of a
majority of the total number of shares of the
4-1/2% Cumulative Preferred Stock then
outstanding, given at a meeting called for
that purpose, the amount so payable on such
voluntary liquidation, dissolution, or winding
up shall be $100 per share; or
$100 per share, in the event of any
involuntary liquidation, dissolution or
winding up of the Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of the 4-1/2% Cumulative Preferred Stock; and
(e) The shares of the 4-1/2% Cumulative
Preferred Stock shall not have any rights to
convert the same into and/or purchase stock of any
other series or class or other securities, or any
special rights other than those specified herein.
(13) The Corporation hereby classifies $10,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "4.40% Cumulative
Preferred Stock," consisting of 100,000 shares of the par
value of $100 per share.
(14) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
4.40% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 4.40% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable March
1, 1953, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $107.50 per share on or prior to January
1, 1960; $106.00 per share after January 1, 1960
but on or prior to January 1, 1965; $105.00 per
share after January 1, 1965 but on or prior to
January 1, 1970; and $104.00 per share thereafter.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be:
The redemption price in effect at the
date of any voluntary liquidation, dissolution
or winding up of the Corporation, except that
if such voluntary liquidation, dissolution or
winding up of the Corporation shall have been
approved by the vote in favor thereof of the
holders of a majority of the total number of
shares of the 4.40% Cumulative Preferred Stock
then outstanding, given at a meeting called
for that purpose, the amount so payable on
such voluntary liquidation, dissolution, or
winding up shall be $100 per share; or
$100 per share, in the event of any
involuntary liquidation, dissolution or
winding up of the Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of the 4.40% Cumulative Preferred Stock; and
(e) The shares of the 4.40% Cumulative
Preferred Stock shall not have any rights to
convert the same into and/or purchase stock of any
other series or class or any other securities, or
any special rights other than those specified
herein.
(15) The Corporation hereby classifies $5,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "4.08% Cumulative
Preferred Stock," consisting of 50,000 shares of the par
value of $100 per share.
(16) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
4.08% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 4.08% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1954, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price of such series shall
be $106 per share on or prior to April 1, 1959;
$105 per share after April 1, 1959 but on or prior
to April 1, 1964; $104 per share after April 1,
1964 but on or prior to April 1, 1969; and $103 per
share thereafter;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be:
The redemption price in effect at the
date of any voluntary liquidation, dissolution
or winding up of the Corporation, except that
if such voluntary liquidation, dissolution or
winding up of the Corporation shall have been
approved by the vote in favor thereof of the
holders of a majority of the total number of
shares of the 4.08% Cumulative Preferred Stock
then outstanding, given at a meeting called
for that purpose, the amount so payable on
such voluntary liquidation, dissolution, or
winding up shall be $100 per share; or
$100 per share, in the event of any
involuntary liquidation, dissolution or
winding up of the Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of the 4.08% Cumulative Preferred Stock; and
(e) The shares of the 4.08% Cumulative
Preferred Stock shall not have any rights to
convert the same into and/or purchase stock of any
other series or class or any other securities, or
any special rights other than those specified
herein.
(17) The Corporation hereby classifies $6,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "4.20% Cumulative
Preferred Stock," consisting of 60,000 shares of the par
value of $100 per share.
(18) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
4.20% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 4.20% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable
December 1, 1955, shall be cumulative, shall be the
date of issuance of the shares of such series;
(b) The redemption price for such series
shall be $105.20 per share on or prior to September
1, 1960; $104.20 per share after September 1, 1960
but on or prior to September 1, 1965; and $103.20
per share after September 1, 1965;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of the 4.20% Cumulative Preferred Stock; and
(e) The shares of the 4.20% Cumulative
Preferred Stock shall not have any rights to
convert the same into and/or purchase stock of any
other series or class or any other securities, or
any special rights other than those specified
herein.
(19) The Corporation hereby classifies $15,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "8.04% Cumulative
Preferred Stock," consisting of 150,000 shares of the par
value of $100 per share.
(20) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
8.04% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 8.04% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1971, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $109.81 per share prior to March 1, 1976;
$107.80 per share on and after March 1, 1976 but
prior to March 1, 1981; $105.79 per share on and
after March 1, 1981 but prior to March 1, 1986;
$103.78 per share on and after March 1, 1986 but
prior to March 1, 1991; and $102.58 per share on
March 1, 1991 and thereafter; provided, however,
that no share of such series shall be redeemed
prior to March 1, 1976 if such redemption is for
the purpose or in anticipation of refunding such
share, directly or indirectly, through the
incurring of debt, or through the issuance of
capital stock ranking equally with or prior to the
shares of such series as to dividends or assets, if
such debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such capital stock
has an effective dividend cost to the Corporation
(so computed), of less than 8.02% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(21) The Corporation hereby classifies $10,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "7.72% Cumulative
Preferred Stock," consisting of 100,000 shares of the par
value of $100 per share.
(22) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
7.72% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 7.72% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1971, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $109.30 per share prior to April 1, 1976;
$107.37 per share on and after April 1, 1976 but
prior to April 1, 1981; $105.44 per share on and
after April 1, 1981 but prior to April 1, 1986;
$103.51 per share on and after April 1, 1986 but
prior to April 1, 1991; and $102.35 per share on
April 1, 1991 and thereafter; provided, however,
that no share of such series shall be redeemed
prior to April 1, 1976 if such redemption is for
the purpose or in anticipation of refunding such
share, directly or indirectly, through the
incurring of debt, or through the issuance of
capital stock ranking equally with or prior to the
shares of such series as to dividends or assets, if
such debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such capital stock
has an effective dividend cost to the Corporation
(so computed), of less than 7.69% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(23) The Corporation hereby classifies $35,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "7.60% Cumulative
Preferred Stock," consisting of 350,000 shares of the par
value of $100 per share.
(24) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
7.60% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 7.60% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable
December 1, 1971, shall be cumulative, shall be the
date of issuance of the shares of such series;
(b) The redemption price for such series
shall be $109.10 per share prior to October 1,
1976; ($107.20 per share on or after October 1,
1976 but prior to October 1, 1981; $105.30 per
share on and after October 1, 1981 but prior to
October 1, 1986; $103.40 per share on and after
October 1, 1986 but prior to October 1, 1991; and
$102.26 per share on October 1 1991 and thereafter;
provided, however, that no share of such series
shall be redeemed prior to October 1, 1976 if such
redemption is for the purpose or in anticipation of
refunding such share, directly or indirectly,
through the incurring of debt, or through the
issuance of capital stock ranking equally with or
prior to the shares of such series as to dividends
or assets, if such debt has an effective interest
cost to the Corporation (computed in accordance
with generally accepted financial practice), or
such capital stock has an effective dividend cost
to the Corporation (so computed), of less than
7.57% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(25) The Corporation hereby classifies $35,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "7-6/10% Cumulative
Preferred Stock," consisting of 350,000 shares of the par
value of $100 per share.
(26) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
7-6/10% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 7-6/10% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable June 1,
1972, shall be cumulative, shall be the date of
issuance of the shares of such series;
(b) The redemption price for such series
shall be $108.95 per share prior to April 1, 1977;
$107.05 per share on and after April 1, 1977 but
prior to April 1, 1982; $105.15 per share on and
after April 1, 1982 but prior to April 1, 1987;
$103.25 per share on and after April 1, 1987 but
prior to April 1, 1992; and $102.11 per share on
April 1, 1992 and thereafter; provided, however,
that no share of such series shall be redeemed
prior to April 1, 1977 if such redemption is for
the purpose or in anticipation of refunding such
share, directly or indirectly, through the
incurring of debt, or through the issuance of
capital stock ranking equally with or prior to the
shares of such series as to dividends or assets, if
such debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such capital stock
has an effective dividend cost to the Corporation
(so computed), of less than 7.58% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(27) The Corporation hereby classifies $45,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "7.76% Cumulative
Preferred Stock," consisting of 450,000 shares of the par
value of $100 per share.
(28) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
7.76% Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 7.76% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable
December 1, 1972, shall be cumulative, shall be the
date of issuance of the shares of such series;
(b) The redemption price for such series
shall be $109.20 per share prior to October 1,
1977; $107.26 per share on and after October 1,
1977 but prior to October 1, 1982; $105.32 per
share on and after October 1, 1982 but prior to
October 1, 1987; $103.38 per share on and after
October 1, 1987 but prior to October 1, 1992; and
$102.22 per share on October 1, 1992 and
thereafter; provided, however, that no share of
such series shall be redeemed prior to October 1,
1977 if such redemption is for the purpose or in
anticipation of refunding such share, directly or
indirectly, through the incurring of debt, or
through the issuance of capital stock ranking
equally with or prior to the shares of such series
as to dividends or assets, if such debt has an
effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice), or such capital stock has an
effective dividend cost to the Corporation (so
computed), of less than 7.74% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(29) The Corporation hereby classifies $30,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "8.48% Cumulative
Preferred Stock," consisting of 300,000 shares of the par
value of $100 per share.
(30) The preferences or restrictions or qualifications
and the descriptions and terms of the shares of 8.48%
Cumulative Preferred Stock, in the respects in which the
shares of such series may vary from shares of other series of
the Cumulative Preferred Stock ($100 voting), shall be as
follows:
(a) The annual dividend rate for such series
shall be 8.48% per annum and the date from which
dividends on all shares of such series issued prior
to the record date for the dividend payable
September 1, 1973 shall be cumulative, shall be the
date of issuance of the shares of such series;
(b) The redemption price for such series
shall be $110.03 per share prior to August 1, 1978;
$107.91 per share on and after August 1, 1978 but
prior to August 1, 1983; $105.79 per share on and
after August 1, 1983 but prior to August 1, 1988;
$103.67 per share on and after August 1, 1988 but
prior to August 1, 1993; and $102.40 per share on
August 1, 1993 and thereafter; provided, however,
that no share of such series shall be redeemed
prior to August 1, 1978 if such redemption is for
the purpose or in anticipation of refunding such
share, directly or indirectly, through the
incurring of debt, or through the issuance of
capital stock ranking equally with or prior to the
shares of such series as to dividends or assets, if
such debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such capital stock
has an effective divided cost to the Corporation
(so computed), of less than 8.45% per annum;
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation;
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series; and
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(31) The Corporation hereby classifies $25,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "14% Cumulative
Preferred Stock," consisting of 250,000 shares of the par
value of $100 per share.
(32) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
14% Cumulative Preferred Stock, in the respects in which
the shares of such series may vary from shares of other
series of the Cumulative Preferred Stock ($100 voting),
shall be as follows:
(a) The annual dividend rate for such series
shall be 14% per annum and in the case of each
share of such series issued prior to the record
date for the first dividend payable on the shares
of such series, the date from which dividends on
such share of such series shall be cumulative shall
be the date of issuance of such share, and in the
case of each other share of such series, as
otherwise provided in this Article.
(b) The redemption prices at which shares of
such series may be redeemed at the option of the
Corporation shall be an amount per share equal to
(i) 101% of the sum of $100 and the annual dividend
prior to March 1, 1985, (ii) $100 plus 50% of the
annual dividend on or after March 1, 1985 but prior
to March 1, 1990, (iii) $100 plus 25% of the annual
dividend on or after March 1, 1990 but prior to
March 1, 1995, and (iv) $100 plus 10% of the annual
dividend on or after March 1, 1995; provided,
however, that no share of such series shall be
redeemed prior to March 1, 1980 if such redemption
is for the purpose or in anticipation of refunding
such share, directly or indirectly, through the
incurring of debt, or through the issuance of
capital stock ranking equally with or prior to the
shares of said series as to dividends or assets, if
such debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practices), or such capital
stock has an effective dividend cost to the
Corporation (so computed), of less than 14.6% per
annum.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price
provided in subparagraph (b) of this paragraph (32)
in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$100 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law on March 1 in each year
commencing with the year 1980, redeem as and for a
sinking fund requirement, out of funds legally
available therefor, 12,500 shares, at a redemption
price of $100 per share. The sinking fund
requirement shall be cumulative so that if on any
such March 1 the sinking fund requirement shall not
have been met, then such sinking fund requirement,
to the extent not met, shall become an additional
sinking fund requirement for the next succeeding
March 1 on which such redemption may be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as
provided in subparagraph (d)(1) hereof, to redeem
at a redemption price of $100 per share, an
additional 12,500 shares. No redemption made
pursuant to this subparagraph (d)(2) shall be
deemed to fulfill any sinking fund requirement
established pursuant to subparagraph (d)(1).
(3) The Corporation shall be entitled, at its
election, to credit against any sinking fund
requirement due on March 1 of any year pursuant to
subparagraph (d)(1) of this paragraph (32), shares
of such series theretofore purchased or otherwise
acquired by the Corporation.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(33) The Corporation hereby classifies $40,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "14% Cumulative
Preferred Stock, Series A," consisting of 400,000 shares
of the par value of $100 per share.
(34) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
14% Cumulative Preferred Stock, Series A, in the respects
in which the shares of such series may vary from shares
of other series of the Cumulative Preferred Stock ($100
voting), shall be as follows:
(a) The annual dividend rate for such series
shall be 14% per annum and in the case of each
shares of such series issued prior to the record
date for the first dividend payable on the shares
of such series, the date from which dividends on
such share of such series shall be cumulative shall
be the date of issuance of such share, and in the
case of each other share of such series, as
otherwise provided in this Article.
(b) The redemption prices at which shares of
such series may be redeemed at the option of the
Corporation shall be an amount per share equal to
(i) $100.00 plus the annual dividend prior to June
1, 1985, (ii) $100.00 plus 50% of the annual
dividend on or after June 1, 1985 but prior to June
1, 1990, (iii) $100.00 plus 25% of the annual
divided on or after June 1, 1990 but prior to June
1, 1995, and (iv) $100.00 plus 10% of the annual
dividend on or after June 1, 1995; provided,
however, that no share of such series shall be
redeemed prior to June 1, 1980 if such redemption
is for the purpose or in anticipation of refunding
such share, directly or indirectly, through the
incurring of debt, or through the issuance of
capital stock ranking equally with or prior to the
shares of said series as to dividends or assets, if
such debt has an effective interest cost to the
Corporation (computed in accordance with generally
accepted financial practice), or such capital stock
has an effective dividend cost to the Corporation
(so computed), of less than 14.63% per annum.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price
provided in subparagraph (b) of this paragraph (34)
in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$100 pe share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law on June 1 in each year
commencing with the year 1980, redeem as and for a
sinking fund requirement, out of funds legally
available therefor, a number of shares equal to 5%
of the total number of shares classified in para-
graph (33) hereof, at a redemption price of $100
per share. The sinking fund requirement shall be
cumulative so that if on any such June 1 the
sinking fund requirement shall not have been met,
then such sinking fund requirement, to the extent
not met, shall become an additional sinking fund
requirement for the next succeeding June 1 on which
such redemption may be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as
provided in subparagraph (d)(1) hereof, to redeem
at a redemption price of $100 per share an
additional number of shares equal to 5% of the
total number of shares classified in paragraph (33)
hereof. No redemption made pursuant to this
subparagraph (d)(2) shall be deemed to fulfill any
sinking fund requirement established pursuant to
subparagraph (d)(1).
(3) The Corporation shall be entitled, at
its election, to credit against any sinking fund
requirement due on June 1 of any year pursuant to
subparagraph (d)(1) of this para-graph (34), shares
of such series theretofore purchased or otherwise
acquired by the Corporation.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(35) The Corporation hereby classifies $40,000,000 par
value of the Cumulative Preferred Stock ($25 non-voting) as a
series of such Cumulative Preferred Stock ($25 non-voting),
which shall be designated as "$2.27 Cumulative Preferred
Stock", consisting of 1,600,000 shares of the par value of $25
per share.
(36) The preferences or restrictions or qualifications
and the descriptions and terms of the shares of the $2.27
Cumulative Preferred Stock, in the respects in which the
shares of such series may vary from shares of other series of
the Cumulative Preferred Stock ($25 non-voting), shall be as
follows:
(a) The annual dividend rate for such series
shall be $2.27 per annum and in the case of each
share of such series issued prior to the record
date for the first dividend payable on the shares
of such series, the date from which dividends on
such share of such series shall be cumulative shall
be the date of issuance of such share, and in the
case of each other share of such series, as
otherwise provided in this Article.
(b) The redemption prices at which shares of
such series may be redeemed at the option of the
Corporation shall be an amount per share equal to
(i) $25 plus the annual dividend prior to March 1,
1983, (ii) $25 plus 75% of the annual dividend on
or after March 1, 1983 but prior to March 1, 1988,
(iii) $25 plus 50% of the annual dividend on or
after March 1, 1988 but prior to March 1, 1993,
(iv) $25 plus 25% of the annual dividend on or
after March 1, 1993 but prior to March 1, 1998, and
(v) $25 plus 10% of the annual dividend on or after
March 1, 1998; provided, however, that no share of
such series shall be redeemed prior to March 1,
1983 if such redemption is for the purpose or in
anticipation of refunding such share, directly or
indirectly, through the incurring of debt, or
through the issuance of capital stock ranking
equally with or prior to the shares of said series
as to dividends or assets, if such debt has an
effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice), or such capital stock has an
effective dividend cost to the Corporation (so
computed), of less than $9.46% per annum.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price
provided in subparagraph (b) of this paragraph (36)
in effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$25 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation.
(d) There shall not be any sinking fund
provided for the purchase or redemption of shares
of such series.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(37) The corporation hereby classifies $30,000,000
par value of the Cumulative Preferred Stock ($25 non-
voting) as a series of such Cumulative Preferred Stock
($25 non-voting), which shall be designated as "$3.75
Cumulative Preferred Stock", consisting of 1,200,000
shares of the par value of $25 per share.
(38) The preferences or restrictions or qualifica-
tions and the descriptions and terms of the shares of the
$3.75 Cumulative Preferred Stock, in the respects in
which the shares of such series may vary from shares of
other series of the Cumulative Preferred Stock ($25 non-
voting), shall be as follows:
(a) The annual dividend rate for such series
by $3.75 per annum and in the case of each share of
such series issued prior to the record date for the
first dividend payable on the shares of such
series, the date from which dividends on such share
of such series shall be cumulative shall be the
date of issuance of such share, and in the case of
each other share of such series, as otherwise
provided in this Article.
(b) The redemption prices at which shares of
such series may be redeemed at the option of the
Corporation shall be an amount per share equal to
(i) $25 plus the annual dividend prior to March 1,
1987, (ii) $25 plus 75% of the annual dividend on
or after March 1, 1987 but prior to March 1, 1992,
(iii) $25 plus 50% of the annual dividend on or
after March 1, 1992 but prior to March 1, 1997,
(iv) $25 plus 25% of the annual dividend on or
after March 1, 1997 but prior to March 1, 2002, and
(v) $25 plus 10% of the annual dividend on or after
March 1, 2002; provided, however, that no share of
such series shall be redeemed prior to March 1,
1987 if such redemption is for the purpose or in
anticipation of refunding such share, directly or
indirectly, through the incurring of debt, or
through the issuance of capital stock ranking
equally with or prior to the shares of said series
as to dividends or assets, if such debt has an
effective interest cost to the Corporation
(computed in accordance with generally accepted
financial practice), or such capital stock has an
effective dividend cost to the Corporation (so
computed), of less than 15.34% per annum.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any liquidation, dissolution or winding up of
the Corporation shall be the redemption price pro-
vided in subparagraph (b) of this paragraph (38) in
effect at the date of any voluntary liquidation,
dissolution or winding up of the Corporation; or
$25 per share, in the event of any involuntary
liquidation, dissolution or winding up of the
Corporation.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law on March 1 in each year
commencing with the year 1987, redeem as and for a
sinking fund requirement, out of funds legally
available therefor, a number of shares equal to 5%
of the total number of shares designated as $3.75
Cumulative Preferred Stock in paragraph (37) hereof
at a redemption price of $25 per share. The
sinking fund requirement shall be cumulative so
that if on any such March 1 the sinking fund
requirement shall not have been met, then such
sinking fund requirement, to the extent not met,
shall become an additional sinking fund requirement
for the next succeeding March 1 on which such
redemption may be effected.
(2) The Corporation shall have the non-
cumulative option, on any sinking fund date as
provided in subparagraph (d)(1) hereof, to redeem
at a redemption price of $25 per share, an
additional number of shares equal to 5% of the
total number of shares designated as $3.75
Cumulative Preferred Stock in paragraph (37)
hereof. No redemption made pursuant to this sub-
paragraph (d)(2) shall be deemed to fulfill any
sinking fund requirement established pursuant to
subparagraph (d)(1).
(3) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on March 1 of any year pursuant to
subparagraph (d)(1) shares of such series
theretofore purchased or otherwise acquired by the
Corporation.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(39) The Corporation hereby classifies $30,000,000
par value of the Cumulative Preferred Stock ($100 non-
voting) as a series of such Cumulative Preferred Stock
($100 non-voting), which shall be designated as "6.35%
Cumulative Preferred Stock", consisting of 300,000 shares
of the par value of $100 per share.
(40) The preferences, rights, restrictions or
qualifications and the description and terms of the 6.35%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of
the Cumulative Preferred Stock, ($100 non-voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 6.35% per annum, which dividend shall be
calculated, per share, at such percentage
multiplied by $100. Dividends on all shares of
said series issued prior to the record date for the
initial dividend payable on all shares of such
series shall be cumulative from the date of initial
issuance of the shares of such series.
(b) Such series shall not be subject to
redemption prior to April 1, 2003; the regular
redemption price for shares of such series shall be
$100 per share on or after April 1, 2003, plus an
amount equal to accrued and unpaid dividends to the
date of redemption.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation shall
be $100 per share, plus an amount equal to accrued
and unpaid dividends to the date of redemption.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law, on June 1, 2003, and
on each June 1 thereafter to and including June 1,
2007, redeem as and for a sinking fund requirement,
out of funds legally available therefor, a number
of shares equal to 5% of the total number of shares
initially classified in Paragraph 39 hereof, at a
sinking fund redemption price of $100 per share
plus accrued and unpaid dividends to the date of
redemption. The sinking fund requirement shall be
cumulative so that if on any such June 1 the
sinking fund requirement shall not have been met,
then such sinking fund requirement, to the extent
not met, shall become an additional sinking fund
requirement for the next succeeding June 1 on which
such redemption may be effected.
(2) The remaining shares of such series
outstanding on June 1, 2008 will be redeemed, to
the extent permitted by law, by mandatory
redemption, out of funds legally available
therefor, on such date at a mandatory redemption
price of $100 per share plus accrued and unpaid
dividends to the date of redemption.
(3) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on June 1 of any year pursuant to
clause (d)(1) of this Paragraph 40, shares of such
series theretofore purchased or otherwise acquired
by the Corporation and not previously credited
against any such sinking fund requirement.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(41) The Corporation hereby classifies $40,000,000
par value of the Cumulative Preferred Stock ($100 non-
voting) as a series of such Cumulative Preferred Stock
($100 non-voting), which shall be designated as "6.02%
Cumulative Preferred Stock", consisting of 400,000 shares
of the par value of $100 per share.
(42) The preferences, rights, restrictions or
qualifications and the description and terms of the 6.02%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of
the Cumulative Preferred Stock, ($100 non-voting), shall
be as follows:
(a) The annual dividend rate for such series
shall be 6.02% per annum, which dividend shall be
calculated, per share, at such percentage
multiplied by $100. Dividends on all shares of
said series issued prior to the record date for the
initial dividend payable on all shares of such
series shall be cumulative from the date of initial
issuance of the shares of such series.
(b) Such series shall not be subject to
redemption prior to October 1, 2003; the regular
redemption price for shares of such series shall be
$100 per share on or after October 1, 2003, plus an
amount equal to accrued and unpaid dividends to the
date of redemption.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation shall
be $100 per share, plus an amount equal to accrued
and unpaid dividends.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law, on December 1, 2003,
and on each December 1 thereafter to and including
December 1, 2007, redeem as and for a sinking fund
requirement, out of funds legally available
therefor, a number of shares equal to 5% of the
total number of shares initially classified in
Paragraph 41 hereof, at a sinking fund redemption
price of $100 per share plus accrued and unpaid
dividends to the date of redemption. The remaining
shares of such series outstanding on December 1,
2008 will be redeemed as a final sinking fund
requirement, to the extent permitted by law, out of
funds legally available therefor, on such date at a
sinking fund redemption price of $100 per share
plus accrued and unpaid dividends to the date of
redemption. The sinking fund requirement shall be
cumulative so that if on any such December 1 the
sinking fund requirement shall not have been met,
then such sinking fund requirement, to the extent
not met, shall become an additional sinking fund
requirement for the next succeeding December 1 on
which such redemption may be effected.
(2) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on December 1 of any year pursuant
to clause (d)(1) of this Paragraph 42, shares of
such series theretofore purchased or otherwise
acquired by the Corporation and not previously
credited against any such sinking fund requirement.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
(43) The Corporation hereby classifies $45,000,000
par value of the Cumulative Preferred Stock ($100 voting)
as a series of such Cumulative Preferred Stock ($100
voting), which shall be designated as "5.90% Cumulative
Preferred Stock", consisting of 450,000 shares of the par
value of $100 per share.
(44) The preferences, rights, restrictions or
qualifications and the description and terms of the 5.90%
Cumulative Preferred Stock, in the respects in which the
shares of such series vary from shares of other series of
the Cumulative Preferred Stock ($100 voting), shall be as
follows:
(a) The annual dividend rate for such series
shall be 5.90% per annum, which dividend shall be
calculated, per share, at such percentage
multiplied by $100. Dividends on all shares of
said series issued prior to the record date for the
initial dividend payable on all shares of such
series shall be cumulative from the date of initial
issuance of the shares of such series.
(b) Such series shall not be subject to
redemption prior to November 1, 2003; the
redemption price for shares of such series shall be
$100 per share on or after November 1, 2003, plus
an amount equal to accrued and unpaid dividends to
the date of redemption.
(c) The preferential amounts to which the
holders of shares of such series shall be entitled
upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation shall
be $100 per share, plus an amount equal to accrued
and unpaid dividends.
(d)(1) A sinking fund shall be established
for the retirement of the shares of such series.
So long as there shall remain outstanding any
shares of such series, the Corporation shall, to
the extent permitted by law, on January 1, 2004,
and on each January 1 thereafter to and including
January 1, 2008, redeem as and for a sinking fund
requirement, out of funds legally available
therefor, a number of shares equal to 5% of the
total number of shares initially classified in
Paragraph 43 hereof, at a sinking fund redemption
price of $100 per share plus accrued and unpaid
dividends to the date of redemption. The remaining
shares of such series outstanding on January 1,
2009 will be redeemed as a final sinking fund
requirement, to the extent permitted by law, out of
funds legally available therefor, on such date at a
sinking fund redemption price of $100 per share
plus accrued and unpaid dividends to the date of
redemption. The sinking fund requirement shall be
cumulative so that if on any such January 1 the
sinking fund requirement shall not have been met,
then such sinking fund requirement, to the extent
not met, shall become an additional sinking fund
requirement for the next succeeding January 1 on
which such redemption may be effected.
(2) The Corporation shall be entitled, at
its election, to credit against the sinking fund
requirement due on January 1 of any year pursuant
to clause (d)(1) of this Paragraph 44, shares of
such series theretofore purchased or otherwise
acquired by the Corporation and not previously
credited against any such sinking fund requirement.
(e) The shares of such series shall not have
any rights to convert the same into and/or purchase
stock of any other series or class or any other
securities, or any special rights other than those
specified herein.
COMMON STOCK
Each share of the Common Stock shall be equal in all respects
to every other share of the Common Stock.
No holder of shares of Common Stock shall be entitled as such
as a matter of right to subscribe for or purchase any part of any
new or additional issue of stock, or securities convertible into
stock, of any class whatsoever, whether now or hereafter
authorized, and whether issued for cash, property, services, by way
of dividends or otherwise.
FIFTH: These Amended Articles of Incorporation supersede
and take the place of the heretofore existing Agreement of
Merger, dated January 21, 1955, between the Corporation and
Central Ohio Light & Power Company and any and all amendments
thereto.