Agreement and Articles of Merger
THE POTOMAC EDISON COMPANY OF VIRGINIA
MONTEREY UTILITIES CORPORATION
THE POTOMAC EDISON COMPANY OF WEST VIRGINIA
AND
THE POTOMAC EDISON COMPANY OF PENNSYLVANIA
INTO
THE POTOMAC EDISON COMPANY
Agreement and Articles of Merger, dated as of
May 31, 1974, among The Potomac Edison Company, a
Maryland corporation ("Potomac Edison"), The Potomac
Edison Company of Virginia, a Virginia corporation all
of whose issued and outstanding capital stock is owned by
Potomac Edison ("PE Virginia"), Monterey Utilities
Corporation, a Virginia corporation all of whose issued
and outstanding capital stock is owned by PE Virginia
("Monterey"), The Potomac Edison Company of West
Virginia, a West Virginia corporation all of whose issued
and outstanding capital stock is owned by Potomac Edison
("PE West Virginia") and The Potomac Edison Company of
Pennsylvania, a Pennsylvania corporation all of whose
issued and outstanding capital stock is owned by Potomac
Edison ("PE Pennsylvania"),
WITNESSETH:
The parties hereby agree that PE Virginia, Monterey,
PE West Virginia and PE Pennsylvania shall be merged
into Potomac Edison in the manner authorized and
prescribed by the provisions of Article 23 of the 1957
Code of Maryland, as amended, Title 13.1 of the 1950
Code of Virginia, as amended, Chapter 31 of the West
Virginia Code of 1961, as amended, and the Pennsylvania
Business Corporation Law, Act 106, Laws of 1933, as
revised by Act 519, Laws of 1965, and hereby set forth
as follows:
FIRST
PURSUANT TO ARTICLE 23 OF THE 1957 CODE OF MARYLAND
1.1 The terms and conditions of the merger and the
mode of carrying the same into effect are as follows:
1.2 PE Virginia, Monterey, PE West Virginia and PE
Pennsylvania agree to effect the merger into Potomac
Edison, hereinafter designated the "Surviving
Corporation" and sometimes referred to in this part as
the "Corporation" which agrees to effect the merger with
the said corporations.
1.3 The corporation to survive the merger is
Potomac Edison. The state under the laws of which the
Surviving Corporation was formed is Maryland but the
Surviving Corporation shall continue as a corporation
under the laws each of Maryland and Virginia. The name
under which the Surviving Corporation will continue is
The Potomac Edison Company.
1.4 The name and state of incorporation of each
corporation party to this Agreement and Articles of
Merger are as follows:
The Potomac Edison Company Maryland
The Potomac Edison Company of VA Virginia
Monterey Utilities Corporation Virginia
The Potomac Edison Company of WV West Virginia
The Potomac Edison Company of PA Pennsylvania
The date of incorporation of PE Virginia is June 20,
1904, and it was incorporated under general law. The
date of incorporation of Monterey is April 29, 1930, and
it was incorporated under general law. The date of
incorporation of PE West Virginia is July 27, 1916, and
it was incorporated under general law. The date of
incorporation of PE Pennsylvania, is March 1, 1917, and
it was incorporated under general law. Neither PE
Virginia, Monterey, PE West Virginia nor PE Pennsylvania
is now qualified or registered to do business in
Maryland.
1.5 The charter of the Surviving Corporation is
hereby amended and restated to read in its entirety as
set forth in part SIXTH hereof.
1.6 The total number of shares of stock of all
classes which Potomac Edison has authority to issue, and
the number and par value of the shares of each class, or
a statement that such shares are without par value, and,
in the case of shares having par value, the aggregate par
value of all such shares of all classes are as set forth
in Article V of part SIXTH thereof.
The total number of shares of stock of all classes
which PE Virginia has authority to issue is 400 000
shares of the par value of $100 each and all of one
class. The aggregate par value of all such shares is
$40 000 000.
The total number of shares of stock of all classes
which Monterey has authority to issue is 3 000 shares of
the par value of $100 each and all of one class. The
aggregate par value of all such shares is $300 000.
The total number of shares of stock of all classes
which PE West Virginia has authority to issue is 400 000
shares of the par value of $100 each and all of one
class. The aggregate par value of all such shares is
$40 000 000.
The total number of shares of stock of all classes
which PE Pennsylvania has authority to issue is 3 598 000
shares without par value.
1.7 There shall be no conversion or exchange of the
issued and outstanding shares of either class of the
Surviving Corporation and the said shares shall remain
issued and outstanding.
All of the outstanding 270 250 shares of stock of PE
Virginia shall be retired and cancelled and no shares in
the Surviving Corporation shall be issued in lieu
thereof.
All of the outstanding 3 000 shares of stock of
Monterey shall be retired and cancelled and no shares in
the Surviving Corporation shall be issued in lieu
thereof.
All of the outstanding 350 000 shares of stock of PE
West Virginia shall be retired and cancelled and no
shares in the Surviving Corporation shall be issued in
lieu thereof.
All of the outstanding 3 438 000 shares of stock of
PE Pennsylvania shall be retired and cancelled and no
shares in the Surviving Corporation shall be issued in
lieu thereof.
No consideration is to be paid, transferred or
issued by the Surviving Corporation for shares of stock
of each of the corporations party to this Agreement and
Articles of Merger.
1.8 The location of the principal office of Potomac
Edison is Downsville Pike, Hagerstown, Washington
County, Maryland. Neither PE Virginia, Monterey, PE West
Virginia nor PE Pennsylvania has a principal office in
Maryland. None of the corporations party to this
Agreement and Articles of Merger, other than the
Surviving Corporation, owns property in Maryland the
title to which could be affected by the recording of an
instrument among the land records.
1.9 This Agreement and Articles of Merger, including
the charter as amended and restated, were duly advised by
the Board of Directors and approved by the stockholder of
Potomac Edison in the manner required by the General
Corporation Law of Maryland and by the charter of Potomac
Edison.
1.10 The merger to be effected hereby was duly
advised, authorized and approved in the manner and by
the vote required by the charters of PE Virginia,
Monterey, PE West Virginia and PE Pennsylvania and by the
laws of the States under which said corporations are
organized.
SECOND
PURSUANT TO TITLE 13.1 OF THE 1950 CODE OF VIRGINIA AS
AMENDED
2.1 The plan of merger is set forth in Sections 1.2,
1.3 and 1.7 of this Agreement and Articles of Merger.
2.2 The board of directors of PE Virginia approved
the plan at a meeting on June 18, 1973; the sole
stockholder of record adopted the plan by consent on
May 23, 1974 in the manner provided in the Stock
Corporation Act.
The board of directors of Monterey approved the plan
at a meeting on July 16, 1973; the sole stockholder of
record adopted the plan by consent on May 23, 1974 in the
manner provided in the Stock Corporation Act.
2.3 The number of shares of PE Virginia outstanding
and entitled to vote on the merger is 270 250 shares of
common stock.
The number of shares of Monterey outstanding and
entitled to vote on the merger is 3 000 shares of common
stock.
2.4 The number of shares of PE Virginia which
consented to the plan of merger was 270 250 and the
consent was unanimous.
The number of shares of Monterey which consented to
the plan of merger was 3 000 and the consent was
unanimous.
2.5 The amount of stated capital of the Surviving
Corporation on the effective date of the merger is
$125 708 100.
The merger is permitted by the laws of the states
under which Potomac Edison, PE West Virginia and PE
Pennsylvania are organized, and all conditions required
by the laws of such states have been satisfied.
The Surviving Corporation is to be both a domestic
corporation and a Maryland corporation.
THIRD
PURSUANT TO CHAPTER 31 OF THE WEST VIRGINIA CODE OF 1961
3.1 The terms and conditions of the merger are as
provided in Sections 1.2, 1.3 and 1.7 of this Agreement
and Articles of Merger.
3.2 The mode of carrying the merger into effect is
as provided in Sections 1.2, 1.3 and 1.7 of this
Agreement and Articles of Merger.
3.3 The manner of converting the shares of each of
the constituent corporations into shares or other
securities of the Surviving Corporation is as provided in
Section 1.7 of this Agreement and Articles of Merger.
3.4 The laws of the States of Maryland and Virginia
are selected as the laws which shall govern the
Surviving Corporation.
3.5 The name of the Surviving Corporation is The
Potomac Edison Company.
3.6 The post office address of the principal place
of business of the Surviving Corporation is Downsville
Pike, Hagerstown, Maryland 21740.
3.7 The objects of the Surviving Corporation are as
set forth in part SIXTH of this Agreement and Articles
of merger.
3.8 The total number of shares of all classes of
stock which the surviving Corporation shall have
authority to issue and (1) the number of shares of each
class thereof that are to have a par value and the par
value of each such class, (2) the number of such shares
that are to be without par value, and (3) a statement of
all or any of the designations and the powers,
preferences and rights, and the qualifications,
limitations or restrictions thereof, are set forth in
part SIXTH of this Agreement and Articles of Merger.
3.9 The number of directors of the Surviving
Corporation, and their names and addresses, is as set
forth in part SIXTH of this Agreement and Articles of
Merger.
FOURTH
PURSUANT TO THE PENNSYLVANIA BUSINESS CORPORATION LAW
4.1 The terms and conditions of the merger are as
set forth in Sections 1.2, 1.3 and 1.7 of this Agreement
and Articles of Merger.
4.2 The mode of carrying the Merger into effect is
as set forth in Sections 1.2, 1.3 and 1.7 of this
Agreement and Articles of Merger.
4.3 The manner of converting the shares of each
corporation into shares or other securities or
obligations of the Surviving Corporation is as set forth
in Section 1.7 of this Agreement and Articles of Merger.
4.4 The name of the Surviving Corporation is The
Potomac Edison Company and its domiciliary States are
Maryland and Virginia. The locations of its offices
registered with such states are Downsville Pike,
Hagerstown, Maryland and 20 South Cameron Street,
Winchester, Virginia.
4.5 The name and location of the registered offices
of each other domestic business corporation and
qualified foreign business corporation which is a party
to the plan of merger are The Potomac Edison Company of
Pennsylvania, North Grant Street Extended, Waynesboro,
Pennsylvania and The Potomac Edison Company, North Grant
Street Extended, Waynesboro, Pennsylvania.
4.6 The plan of merger is to be effective as
provided in Section 5.8 of this Agreement and Articles of
Merger
4.7 The plan of merger was adopted by the sole
shareholder of PE Pennsylvania by consent dated May 23,
1974. The plan of merger was authorized, adopted or
approved, as the case may be, by each of the foreign
corporations party to the plan in accordance with the
laws of the jurisdiction in which it was formed.
4.8 The Secretary of the Commonwealth and his
successor in office are hereby designated as the true and
lawful attorney of the Surviving Corporation, upon whom
may be served all lawful process in any action or
proceeding against it for enforcement against it of any
obligation of any constituent domestic corporation, or
any obligation arising from the merger proceedings, or
any action or proceeding to determine and enforce the
rights of any shareholder under the provisions of Section
908 of the Pennsylvania Business Corporation Law. Service
of process upon the Secretary of the Commonwealth shall
be of the same legal force and validity as if served on
such corporation, and the authority for such service of
process shall continue in force as long as any of the
aforesaid obligations and rights remain outstanding in
this Commonwealth.
FIFTH
GENERAL
5.1 PE West Virginia shall further evidence the
title to any real property owned or held by it in West
Virginia immediately prior to the effective date of the
merger by executing and acknowledging for record a
confirmatory deed or deeds to its property, which deed or
deeds shall be recorded in the office of the clerks of
the county of the respective counties in which such
property is situate; and such deed or deeds shall recite
as the consideration therefor the merger and shall be
deemed confirmatory of the title of such property in the
Surviving Corporation.
5.2 PE Virginia, Monterey, PE West Virginia and PE
Pennsylvania each hereby agrees that from time to time,
as and when requested by the Surviving Corporation or by
its successors or assigns, it will execute and deliver
all such deeds and other instruments and will take or
cause to be taken such further or other actions as the
Surviving Corporation may deem necessary or desirable in
order to vest or perfect in, or confirm of record or
otherwise to, the Surviving Corporation title to and
possession of all said property, rights, privileges,
powers and franchises and otherwise to carry out the
purposes of this Agreement and Articles of Merger.
5.3 The Surviving Corporation shall pay all the
expenses of carrying this Agreement and Articles of
Merger into effect and of accomplishing the merger.
5.4 For the convenience of the parties and to
facilitate the filing or recording hereof, any number of
counterparts hereof may be executed, and each such
executed counterpart shall be deemed to be one and the
same instrument.
5.5 The officers of the Corporation shall be a
President, one or more Vice-Presidents, a Secretary and
one or more Assistant Secretaries, a Treasurer and one or
more Assistant Treasurers. Other offices may be created,
from time to time, pursuant to the by-laws of the
Corporation. The names of those who shall be the officers
of the Corporation are as follows:
Name Office
Charles B. Finch President
John M. McCardell Exec. Vice President
and General Manager
John Adams Vice President
Paul M. Horst, Jr. Vice President
Robert B. Murdock Vice President
William H. MacMullen Secretary & Treasurer
John H. Larson Asst. Treasurer
Dale F. Zimmerman Asst. Treasurer
and Asst. Secretary
Carroll E. Summers Asst. Secretary
James W. Nicol Comptroller
Dale W. Hollinger Asst. Comptroller
5.6 The present by-laws of Potomac Edison, altered
as may be necessary to conform to the express provisions
hereof where any inconsistency exists, shall be the
bylaws of the Surviving Corporation.
5.7 The Surviving Corporation shall, to the extent
permitted by the laws of the States of Maryland,
Virginia, West Virginia and Pennsylvania, possess all the
rights, privileges, immunities, powers, franchises, and
authority, of a public as well as of a private nature, of
each of the constituent corporations; and all property of
every description, and every interest therein, and all
obligations, including subscriptions to shares, of or
belonging to or due to each of the constituent
corporations shall thereafter be taken and deemed to be
transferred to and vested in the Surviving Corporation
without further act or deed; and title to any real
estate, or any interest therein, vested in any of the
constituent corporations shall not revert or in any way
be impaired by reason of the merger.
The Surviving Corporation shall be liable for all the
obligations of each of the constituent corporations, and
all the rights of creditors of each of the constituent
corporations shall be preserved unimpaired, and all liens
upon the property of any of the constituent corporations
shall be preserved unimpaired. Any claim existing or
action or proceeding pending by or against any of the
constituent corporations may be prosecuted to judgment,
with right of appeal as in other cases, as if the merger
had not taken place, or the Surviving Corporation may be
substituted in the place of such constituent corporation.
The Surviving Corporation shall execute an
appropriate supplemental indenture to the Indenture dated
as of October 1, 1944 from itself to Chemical Bank
evidencing the transactions contemplated hereby and in
connection herewith.
5.8 The plan of merger is to be effective on the
later of the close of business on May 31, 1974 and the
date of completion of the filing and recording of this
Agreement and Articles of Merger in accordance with the
provisions of Article 23 of the 1957 Code of Maryland, as
amended, Title 13.1 of the 1956 Code of Virginia, as
amended, Chapter 31 of the West Virginia Code of 1961, as
amended, and the Pennsylvania Business Corporation Law.
When the plan of merger becomes effective the separate
existences of PE Virginia, Monterey, PE West Virginia and
PE Pennsylvania shall cease.
5.9 This Agreement and Articles of Merger, including
the charter amendments effected hereby, is subject to
all requisite regulatory authorities.
5.10 At any time prior to the filing of this
Agreement and Articles of Merger with the State
Department of Assessments and Taxation of Maryland, the
State Corporation Commission of Virginia, the Secretary
of State of the State of West Virginia or the Department
of State of the Commonwealth of Pennsylvania, the plan of
merger may be terminated by majority vote of the board of
directors of any corporation which is a party to the plan
notwithstanding approval of the plan by the shareholders
of all or any of the corporations which are parties to
the plan.
SIXTH
ARTICLES OF INCORPORATION
I.
The name of the corporation (hereinafter referred to
as the "Corporation") shall be THE POTOMAC EDISON
COMPANY.
II.
The Corporation is to conduct business as a public
service company. The purposes for which the Corporation
is formed and the business or objects to be carried on
and promoted by it are more fully stated as follows:
(a) To produce, generate, buy, sell, lease,
deal in, transmit and distribute (i) power, light,
energy and heat in the form of electricity, (ii)
by-products thereof and (iii) devices, facilities
and equipment for the use in connection therewith;
(b) To acquire (by construction, purchase,
condemnation, lease or otherwise), use, maintain,
operate, deal in and dispose of, power plants,
dams, substations, office machinery, property
(real, personal and mixed) and facilities
(including water power, nuclear and other sites),
and all fixtures, equipments and appliances,
necessary, appropriate, incidental or convenient
for its corporate purposes; and
(c) To conduct business as a public service
company, which business is briefly described as the
purchase, generation, transmission, distribution
and sale, both at whole sale and at retail, of
electricity for light, heat and power purposes in
the State of Maryland, the State of West Virginia,
the Commonwealth of Virginia, the Commonwealth of
Pennsylvania and elsewhere.
The above purposes and powers shall be the only
purposes and powers of the Corporation to be exercised in
the Commonwealth of Virginia.
In addition to the above purposes and powers, the
Corporation shall be authorized to exercise and enjoy all
powers, rights, franchises, and privileges granted to or
conferred upon corporations by the laws of the State of
Maryland, including but not limited to the following:
(a) To transact any business in which
electricity may be applied to any useful purpose;
to manufacture, or otherwise generate or produce,
whether by hydraulic, steam, nuclear fission or
other power, and to buy, sell, accumulate, store,
transmit, furnish, supply, distribute and otherwise
deal in and with and to use electric current for
light, heat, power and any other purposes.
(b) To purchase, lease or otherwise acquire,
construct, erect, hold, own, improve, enlarge,
maintain, operate and manage and to sell, lease or
otherwise dispose of power plants, generating
stations and other buildings, transmission lines,
poles, wires, conduits and other works, equipment,
machinery and appliances for the manufacture,
generation, accumulation, storage, transmission,
distribution and use of electric current.
(c) To manufacture, produce, buy, sell, lease,
install and otherwise deal in and with fixtures,
chandeliers, brackets, lamps, globes and other
supplies, devices and appliances used for and in
connection with the generation, transmission,
distribution or use of electric current for light,
heat or power or otherwise.
(d) To purchase, lease or otherwise acquire,
hold, own, develop, improve, maintain, operate and
manage, and to sell, lease or otherwise dispose of
any lands containing coal, gas, oil, uranium or
other minerals or ores, stone, sand or clay, or
bearing timber, and any and all rights or interests
whatsoever therein or thereto.
(e) To mine, quarry, or otherwise extract or
remove coal, timber, gas, oil, uranium, stone, sand
or clay, or other ores, minerals, materials or
substances from any such lands, or in the exercise
of any such rights or interests, to prepare the
same for market by any mining, metallurgical,
milling, refining or other process desired, and to
store, supply, ship, transport, exchange, sell,
deal in or otherwise dispose of the same and all
by-products thereof.
(f) To purchase, lease or otherwise acquire,
construct, erect, hold, own, improve, enlarge,
maintain, operate and manage, and to sell, lease or
otherwise dispose of works and plants for the
production, generation, purification and storage of
gas (both natural and artificial) and for the
refinement and storage of oil, and pipe lines,
mains, pipes, conduits, ducts, services, meters and
all necessary and proper apparatus and appliances
for the distribution, measuring and sale of such
gas and oil for light, heat, power and any other
purpose to which the same are now or hereafter may
be applied.
(g) To carry on the business of manufacturing
and furnishing steam for heating or other purposes
through conduits laid in streets or otherwise.
(h) To acquire by purchase, subscription or
otherwise, and to hold, sell, assign, transfer,
exchange, lease, mortgage, pledge or otherwise
dispose of, any shares of stock or any bonds or
other securities or evidences of indebtedness
issued or created by any other corporation, and
while the owner or holder of any such shares of
stock, bonds or other obligations, to possess and
exercise in respect thereof any and all the
rights, powers and privileges of individual
holders, including the right to vote on any shares
of stock so held or owned.
(i) To guarantee the payment of dividends upon
any shares of stock of, or the performance of any
contract by, any other corporation in which this
Corporation has an interest, and to endorse or
otherwise guarantee the payment of the principal
and the interest, or either, of any bonds,
debentures, notes, securities or other evidences of
indebtedness created or issued by any such other
corporation.
(j) To acquire the good will, rights, property
both real and personal and assets of all kinds of
any person, firm or corporation, domestic or
foreign, and pay for the same in money, stock,
bonds, debentures or other securities of this
Corporation or otherwise in any manner permitted by
law.
(k) To borrow money, issue bonds, debentures
or obligations of the Company, from time to time,
for moneys borrowed in payment for property
purchased, or for any of the other objects or
purposes of the Corporation; to secure the same by
mortgage or mortgages or deed or deeds of trust
upon or pledge of any or all of the property,
rights, privileges or franchises of the Corporation
wherever situated, acquired or to be acquired in
the manner permitted by law, and to sell or
otherwise dispose of any or all such bonds,
debentures or obligations, in such manner and upon
such terms as the Board of Directors may deem
judicious.
(l) To purchase shares of its capital stock of
any class now or hereafter authorized.
(m) To engage in or carry on any other
business which may conveniently be conducted in
conjunction with any of the business of the
Corporation. And in general to do any and all
things and exercise any and all powers which it may
now or hereafter be lawful for the Corporation to
do or exercise under and in pursuance of the laws
of the State of Maryland and of the Commonwealth of
Virginia.
It is the intention that the objects and purposes
specified in this Article Second shall not, unless
otherwise specified herein, be in any wise limited or
restricted by reference to or inference from the terms of
any other clause of this or any other Article in this
Certificate of Incorporation, but that the objects and
purposes specified in each of the clauses of this Article
shall be regarded as independent objects and purposes. It
is also the intention that said clauses be construed both
as purposes and powers, and not as limitations, and
generally that the Corporation shall be authorized to
exercise and enjoy all powers, rights, franchises and
privileges granted to or conferred upon corporations of
this character by the laws of the State of Maryland and
of the Commonwealth of Virginia, and the enumeration of
certain powers as herein specified is not intended as
exclusive of or as a waiver of any of the powers,
rights, franchises or privileges granted or conferred by
the laws of said State and of said Commonwealth now or
hereafter in force.
III.
(a) The post office address of the place at which
the principal office of the Corporation in the State of
Maryland will be located is Downsville Pike, Hagerstown,
Maryland 21740. The resident agents of the Corporation
who will be in charge of its principal office are William
H. MacMullen and Dale F. Zimmerman whose post office
address is Downsville Pike, Hagerstown, Maryland 21740.
Each said resident agent is a citizen of the State of
Maryland and actually resides therein.
(b) The post office address of the registered
office of the Surviving Corporation in Virginia is 20
South Cameron Street, in the City of Winchester, Virginia
22601 and the name of its registered agent at such
address is J. Sloan Kuykendall, Esq. Said registered
agent is a resident of Virginia and a member of the
Virginia State Bar.
IV.
The number, names and addresses of the directors who
shall act as such until their successors are duly chosen
and qualified, are as follows:
Directors. The number of directors shall be
fourteen, unless and until such number shall be changed,
from time to time, in the manner permitted by law. The
names and addresses of the directors are as follows:
Name Address
J. Lee Rice, Jr., Chairman c/o Treasure Cay Limited
of the Board P.O. Box 3941,
Miami, Fla. 33101
John Adams Allegheny Power Sys., Inc.,
320 Park Ave.,
New York, N.Y. 10022
Charles B. Finch Allegheny Power Sys., Inc.,
320 Park Ave.,
New York, N.Y. 10022
William A. Lyon 742 Lexington Ave.,
New York, N.Y. 10022
Francis H. May, Jr. Greenwood Plaza,
Denver, Colo. 80217
Francis J. McAlary Allegheny Power Sys., lnc.,
320 Park Ave.,
New York, N.Y. 10022
Clarence F. Michalis Bayville Road
Locust Valley, N.Y. 11560
Blake T. Newton, Jr. 277 Park Avenue
New York, N.Y. 10017
Charles W. Nichols, Jr. 630 Fifth Ave., Room 1525,
New York, N.Y. 10022
Janet Gerdes Short 146 Nichols Road
Cohasset, Mass. 02025
Joseph H. Taggart 37 Washington Square West,
New York, N.Y. 10011
Edward H. Walworth, Jr. 516 West 59th Street
New York, N.Y. 10019
E. Wallace Wilkinson 81 Hillcrest Avenue,
Summit, N.J. 07901
John W. Riely 18th Fl., 700 E. Main St.,
Richmond, Virginia 23212
V.
The total amount of the authorized capital stock of
the Corporation is 9 575 000 shares, of which 5 450 000
shares of the par value of $100 each are Cumulative
Preferred Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or more series as
provided in Article VI hereof) and 4 125 000 shares
without nominal or par value are Common Stock.
VI.
The following is a description of each class of
stock of the Corporation, with the preferences, voting
powers, restrictions and qualifications of each class,
the fixed annual dividends thereon, the times and prices
of redemption thereof, and the conversion rights thereof,
together with an express grant of authority to the Board
of Directors to fix by resolution or resolutions certain
thereof with respect to shares of the several series of
the Cumulative Preferred Stock:
(1) The Cumulative Preferred Stock may be issued
from time to time in one or more series, with such
distinctive serial designations as may be stated or
expressed in this Article or in a resolution or
resolutions providing for the issue of such stock adopted
from time to time by the Board of Directors; and, in such
resolution or resolutions providing for the issue of
shares of each particular series, the Board of Directors
is also expressly vested with authority to fix the
following provisions of the shares of such series
(a) The designation of such series and the
number of shares which shall constitute such
series, which number may be increased or decreased
(but not below the number of shares thereof then
outstanding) from time to time by like action of
the Board of Directors;
(b) The annual rate of dividends payable on
shares of such series and the date from which
dividends on all shares of such series issued prior
to the record date for the first dividend on shares
of such series shall be cumulative;
(c) The times and prices of redemption for
shares of such series;
(d) The amount payable on shares of such
series in the event of any liquidation, dissolution
or winding up of the affairs of the Corporation,
which amount may differ in the case of a voluntary
or involuntary liquidation, dissolution or winding
up of the affairs of the Corporation;
(e) The rights, if any, of the holders of
shares of such series to convert such shares into
shares of stock of the Corporation of any class or
of any series of any class and the terms and
conditions of such conversion; and
(f) Any other preferences, rights, voting
powers, restrictions or qualifications of shares of
such series:
so far as not inconsistent with the provisions of this
Article applicable to all series of Cumulative Preferred
Stock, and to the full extent now or hereafter permitted
by the laws of the State of Maryland and of the
Commonwealth of Virginia. All shares of Cumulative
Preferred Stock shall be of equal rank and shall be
identical, except in respect of the particulars that are
fixed as hereinabove in this subsection provided; and all
shares of each series shall be identical in all respects
except as to the dates from which dividends thereon shall
be cumulative.
63,784 shares of the Cumulative Preferred Stock
shall be a series of said Cumulative Preferred Stock
designated as the 3.60% Cumulative Preferred Stock;
18 297 shares of the Cumulative Preferred Stock shall be
a series of the Cumulative Preferred Stock designated as
the 4.70% Cumulative Preferred Stock, Series B; 100 000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $5.88 Cumulative Preferred Stock, Series C; 50 000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $7.00 Cumulative Preferred Stock, Series D; 50 000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $9.40 Cumulative Preferred Stock, Series E; 50 000
shares of the Cumulative Preferred Stock shall be a
series of the Cumulative Preferred Stock designated as
the $8.32 Cumulative Preferred Stock, Series F; and
100 000 shares of the Cumulative Preferred Stock shall be
a series of the Cumulative Preferred Stock designated as
the $8.00 Cumulative Preferred Stock, Series G.
(2) The following is a statement of the powers,
preferences and rights of the 3.60% Cumulative Preferred
Stock to the extent not set forth elsewhere herein:
(a) The annual rate of dividends payable on
shares of such series shall be three and sixty
hundredths per cent (3.60%) per annum of the par
value thereof, and the date from which dividends
shall be cumulative on all shares of such series,
issued prior to the record date for the first
dividend on shares of such series, shall be
February 1, 1946;
(b) The redemption price for shares of such
series shall be $103.75 per share;
(c) The amount payable on shares of such
series in the event of any voluntary liquidation,
dissolution or winding up of the affairs of the
Corporation shall be $103.75 per share, and the
amount payable upon any involuntary liquidation,
dissolution or winding up of the affairs of the
Corporation shall be the par value thereof;
(d) The holders of shares of such series
shall not have the right to convert such shares
into shares of the stock of the Corporation of any
class or of any series of any class; and
(e) Unless and to the extent necessary to
make good or prevent an impairment of its capital,
the Corporation will not seek from the holders of
the shares of such series, reimbursement for any
State or local personal property taxes imposed with
respect to such shares which it may be required to
pay for the account of such holders by or under any
present or future law of the State of Maryland, and
will not charge such taxes in reduction of any
amounts due to such holders as dividends or
otherwise.
(3) The following is a statement of the powers,
preferences and rights of the 4.70% Cumulative Preferred
Stock, Series B, to the extent not set forth elsewhere
herein:
(a) The annual rate of dividends payable on
shares of such series shall be four and seventy
hundredths per cent (4.70%) per annum of the par
value thereof, and the date from which dividends
shall be cumulative on all shares of such series,
issued prior to the record date for the first
dividend on shares of such series shall be
December 1, 1948;
(b) The redemption price for shares of such
series shall be $101 per share;
(c) The amount payable on shares of such
series in the event of any voluntary liquidation,
dissolution or winding up of the affairs of the
Corporation shall be $101 per share, and the amount
payable upon any involuntary liquidation,
dissolution or winding up of the affairs of the
Corporation shall be the par value thereof;
(d) The holders of shares of such series
shall not have the right to convert such shares
into shares of the stock of the Corporation of any
class or of any series of any class;
(e) Unless and to the extent necessary to
make good or prevent an impairment of its capital,
the Corporation will not seek from the holders of
the shares of such series, reimbursement for any
State or local personal property taxes imposed with
respect to such shares which it may be required to
pay for the account of such holders by or under any
present or future law of the State of Maryland, and
will not charge such taxes in reduction of any
amounts due to such holders as dividends or
otherwise; and
(f) The Corporation, as a purchase fund for
the benefit of shares of such series will endeavor
to purchase annually each calendar year on a
national securities exchange (if shares of such
series are listed thereon) or in the open market
(if not so listed), 2-1/2% of the maximum number of
shares of such series at any time issued and
outstanding, at prices not exceeding, as to any
shares so purchased, $100 per share plus accrued
and unpaid dividends to the date of purchase. To
the extent that such purchases with respect to any
calendar year are not effected prior to November 5
of such year, the Corporation shall, by notice
published once in each of two consecutive calendar
weeks (on any day of each such week) in one daily
newspaper printed in the English language and of
general circulation in the Borough of Manhattan,
City of New York, and in one daily newspaper
printed in the English language and of general
circulation in the City of Baltimore, Maryland
(the first publication in each city to be on or
prior to November 15 of such year), invite tenders
from all holders of shares of such series to sell
to the Corporation shares of such series at the
price of $100 per share plus accrued and unpaid
dividends to the date of purchase. The Corporation
shall not be obligated to purchase any shares of
such series during the period in any calendar year
subsequent to November 4 in such year except
pursuant to such invitation for tenders. The
Corporation shall not be obligated to expend during
any calendar year for purchases of shares of such
series pursuant to this paragraph (whether made on
a national securities exchange, in the open market
or pursuant to an invitation for tenders) an
amount which would exceed the net income of the
Corporation, after payment of dividends on the
Cumulative Preferred Stock of all series and on the
shares of stock of any other class ranking prior to
or on a parity as to dividends or assets with the
Cumulative Preferred Stock, for the preceding
calendar year or to make any such purchases of
shares of such series if any dividends shall then
be in arrears on the Cumulative Preferred Stock of
any series or on shares of stock of any other class
ranking prior to or on a parity as to dividends or
assets with the Cumulative Preferred Stock or to
make any such purchases except to the extent that
it shall have funds legally available therefor.
For the purpose of the foregoing provisions, the
term "net income of the Corporation, after payment of
dividends on the Cumulative Preferred Stock of all series
and on the shares of stock of any other class ranking
prior to or on a parity as to dividends or assets with
the Cumulative Preferred Stock" shall mean the balance
remaining after deducting from the total gross revenues
(including non-operating income) of the Corporation from
all sources (i) all operating expenses and taxes,
including charges to income for general taxes and for
federal and state taxes measured by income, for
depreciation and for amortization or other disposition of
amounts, if any, classified as amounts in excess of
original cost of utility plant, (ii) the amount, if any,
by which the charge to income during the year in question
for depreciation as recorded on the books of the
Corporation shall have been less than the minimum amount
required therefor under the provisions of any then
existing general indenture of mortgage or deed of trust
of the Corporation, (iii) all interest charges and other
income deductions, including charges to income for the
amortization of debt discount, premium and expense and
amortization of excess of carrying value of investments
of the Corporation in securities of its subsidiaries over
the underlying book equity of such subsidiaries at their
respective dates of acquisition, (iv) amortization of
preferred stock discount and expense, provided that such
amortization shall be as recorded on the books of the
Corporation and shall be pursuant to a regular or
definite program of the Corporation for such
amortization, and (v) all dividends applicable to the
period in question on the Cumulative Preferred Stock of
all series and on the shares of stock of any other class
ranking prior to or on a parity as to dividends or assets
with the Cumulative Preferred Stock.
All shares of such series purchased pursuant to the
foregoing provisions shall be retired.
Each invitation for tenders shall set forth the
method of making tenders and shall specify the number of
shares of such series as to which tenders are being
invited, the price to be paid for shares, the date on or
prior to which tenders must be received (which date shall
be not less than twenty-one nor more than twenty-eight
days after the date on which such invitation is first
published) and the date of purchase by the Corporation of
and payment for shares tendered (which date shall be not
more than seven days after the date on or prior to which
tenders must be received). If the number of shares
tendered shall in the aggregate equal or be less than the
number of shares specified in the invitation for tenders,
the Corporation shall accept all tenders. Should there
be tenders aggregating more than the number of shares
specified in the invitation for tenders, the Corporation
shall purchase the number of shares specified in such
invitation, selecting such shares by lot in such manner
as the Corporation shall determine. All tenders shall be
subject to acceptance as a whole or in part. Any
determination made by the Corporation in the acceptance
of tenders shall be conclusive.
If the Corporation shall have duly performed its
obligations under the foregoing provisions during any
calendar year, the fact that it shall not have purchased
or invited tenders for a number of shares of such series
equal to 2% of the maximum number of shares of such
series at any one time outstanding shall not increase the
number of shares it is obligated to purchase or with
respect to which it is obligated to invite tenders during
any subsequent calendar year. In the event that the
Corporation shall at any time be in default in the
performance of its obligations under the foregoing
provisions, no dividends (other than dividends payable in
junior stock) shall be paid or any other distribution of
assets made, by purchase of shares or otherwise, on the
Common Stock or on any other class of stock of the
Corporation ranking junior as to dividends or assets to
the Cumulative Preferred Stock.
(4) The following is a statement of the powers,
preferences and rights of the $5.88 Cumulative Preferred
Stock, Series C, to the extent not set forth elsewhere
herein:
(a) The annual rate of dividends payable on
shares of such series shall be five and eighty-
eight hundredths dollars ($5.88) per share per
annum, and the date from which dividends shall be
cumulative on all shares of such series, issued
prior to the record date for the first dividend on
shares of such series shall be May 1, 1967;
(b) The redemption price for shares of such
series shall be $107.26 per share, if redeemed on
or before May 1, 1972; $105.79 per share, if
redeemed thereafter and on or before May 1, 1977;
and $104.32 per share, if redeemed thereafter and
on or before May 1, 1982; and $102.85 per share, if
redeemed after May 1, 1982;
(c) The amount payable on shares of such
series in the event of any voluntary liquidation,
dissolution or winding up of the affairs of the
Corporation shall be an amount per share equal to
the then current redemption price thereof, and the
amount payable on shares of such series in the
event of any involuntary liquidation, dissolution
or winding up of the affairs of the Corporation
shall be the par value thereof; and
(d) The holders of shares of such series shall
not have the right to convert such shares into
shares of the stock of the Corporation of any class
or of any series of any class.
(5) The following is a statement of the powers,
preferences and rights of the $7.00 Cumulative Preferred
Stock, Series D, to the extent not set forth elsewhere
herein:
(a) Dividends are payable on shares of the
$7.00 Cumulative Preferred Stock, Series D, at the
rate of $7.00 per annum. Dividends on all shares of
such series issued prior to the record date for the
first dividend on shares of such series are
cumulative from April 18, 1968. Dividends on all
other shares of such series are cumulative from
the dates specified in subdivision (9) of this
Article VI.
(b) The redemption price of shares of such
series is $108.45 per share, if redeemed on or
before April 1, 1973; $106.70 per share, if
redeemed thereafter and on or before April 1, 1978;
$104.95 per share, if redeemed thereafter and on or
before April 1, 1983; and $103.20 per share, if
redeemed after April 1, 1983 (together in each
case, as provided in the charter, with an amount,
in the case of each share, computed at the rate of
$7.00 per annum from the date on which dividends on
such share became cumulative, to and including the
date of redemption, less the aggregate of all
dividends theretofore paid thereon).
(c) The amount payable on shares of such
series in the event of a voluntary liquidation,
dissolution or winding up of the affairs of the
Corporation is an amount per share equal to the
then current redemption price thereof and in the
case of an involuntary liquidation, dissolution or
winding up of the affairs of the Corporation is
$100 per share (together, in each case, as provided
in the charter, with an amount, in the case of each
share, computed at the rate of $7.00 per annum from
the date on which dividends on such share became
cumulative, to and including the date fixed for
such payment, less the aggregate of all dividends
theretofore paid thereon).
(6) The following is a statement of the powers,
preferences and rights of the $9.40 Cumulative Preferred
Stock, Series E, to the extent not set forth elsewhere
herein:
(a) Dividends are payable on shares of the
$9.40 Cumulative Preferred Stock, Series E, at the
rate of $9.40 per annum. Dividends on all shares of
such series issued prior to the record date for the
first dividend on shares of such series are
cumulative from May 7, 1970.
(b) The redemption price of shares of such
series is $111.02 per share, if redeemed on or
before April 1, 1975; $108.67 per share, if
redeemed thereafter and on or before April 1, 1980;
$106.32 per share, if redeemed thereafter and on or
before April 1, 1985; and $103.97 per share, if
redeemed after April 1, 1985 (together in each
case, as provided in the charter, with an amount,
in the case of each share, computed at the rate of
$9.40 per annum from the date on which dividends on
such share became cumulative, to and including the
date of redemption, less the aggregate of all
dividends theretofore paid thereon).
(c) The amount payable on shares of such
series in the event of a voluntary liquidation,
dissolution or winding up of the affairs of the
Corporation is an amount per share equal to the
then current redemption price thereof and in the
case of an involuntary liquidation, dissolution or
winding up of the affairs of the Corporation is
$100 per share (together, in each case, as provided
in the charter, with an amount, in the case of each
share, computed at the rate of $9.40 per annum from
the date on which dividends on such share became
cumulative, to and including the date fixed for
such payment, less the aggregate of all dividends
theretofore paid thereon).
(7) The following is a statement of the powers,
preferences and rights of the $8.32 Cumulative Preferred
Stock, Series F, to the extent not set forth elsewhere
herein:
(a) Dividends are payable on shares of the
$8.32 Cumulative Preferred Stock, Series F, at the
rate of $8.32 per annum. Dividends on all shares of
such series issued prior to the record date for the
first dividend on shares of such series are
cumulative from May 6, 1971.
(b) Before May 1, 1976, no shares of such
series may be redeemed with or in anticipation of
(i) moneys borrowed at an interest cost to the
Company of less than 8.32% a year or (ii) the
proceeds of preferred stock sold by the Company at
a price per share (exclusive of accrued dividends)
the division of which into the annual dollar
dividend rate per share of such stock produces a
quotient of less than 8.32%. Otherwise the shares
of such series may be redeemed, as a whole or in
part, by the Corporation at any time or from time
to time.
(c) The redemption price of shares of such
series is $109.78 per share, if redeemed on or
before May 1, 1976; $107.70 per share, if redeemed
thereafter and on or before May 1, 1981; $105.62
per share, if redeemed thereafter and on or before
May 1, 1986; and $103.54 per share, if redeemed
after May 1, 1986 (together in each case, as
provided in the charter, with an amount, in the
case of each share, computed at the rate of $8.32
per annum from the date on which dividends on such
share became cumulative, to and including the date
of redemption, less the aggregate of all dividends
theretofore paid thereon).
(d) The amount payable on shares of such
series in the event of a voluntary liquidation,
dissolution or winding up of the affairs of the
Corporation is an amount per share equal to the
then current redemption price thereof and in the
case of an involuntary liquidation, dissolution or
winding up of the affairs of the Corporation is
$100 per share (together, in each case, as provided
in the charter, with an amount, in the case of each
share, computed at the rate of $8.32 per annum from
the date on which dividends on such share became
cumulative, to and including the date fixed for
such payment, less the aggregate of all dividends
theretofore paid thereon).
(8) The following is a statement of the powers,
preferences and rights of the $8.00 Cumulative Preferred
Stock, Series G, to the extent not set forth elsewhere
herein:
(a) Dividends are payable on shares of the
$8.00 Cumulative Preferred Stock, Series G, at the
rate of $8.00 per annum. Dividends on all shares of
such series issued prior to the record date for the
first dividend on shares of such series are
cumulative from May 18, 1972.
(b) Before May 1, 1977, no shares of such
series may be redeemed directly or indirectly with
or in anticipation of (i) moneys borrowed at an
interest cost to the Company of less than 7.99% a
year or (ii) the proceeds of preferred stock sold
by the Company at a price per share (exclusive of
accrued dividends) the division of which into the
annual dollar dividend rate per share of such stock
produces a quotient of less than 7.99%. Otherwise
the shares of such series may be redeemed, as a
whole or in part, by the Corporation at any time or
from time to time.
(c) The redemption price of shares of such
series is $109.25 per share, if redeemed on or
before May 1, 1977; $107.25 per share, if redeemed
thereafter and on or before May 1, 1982; $105.25
per share, if redeemed thereafter and on or before
May 1, 1987; and $103.25 per share, if redeemed
after May 1, 1987 (together in each case, as
provided in the charter, with an amount, in the
case of each share, computed at the rate of $8.00
per annum from the date on which dividends on such
share became cumulative, to and including the date
of redemption, less the aggregate of all dividends
theretofore paid thereon).
(d) The amount payable on shares of such series in
the event of a voluntary liquidation, dissolution
or winding up of the affairs of the Corporation is
an amount per share equal to the then current
redemption price thereof and in the case of an
involuntary liquidation, dissolution or winding up
of the affairs of the Corporation is $100 per share
(together, in each case, as provided in the
charter, with an amount, in the case of each share,
computed at the rate of $8.00 per annum from the
date on which dividends on such share became
cumulative, to and including the date fixed for
such payment, less the aggregate of all dividends,
theretofore paid thereon).
(9) The holders of the Cumulative Preferred Stock
of each series, in preference to the holders of any class
of stock ranking junior to the Cumulative Preferred
Stock, shall be entitled to receive, as and when declared
by the Board of Directors out of any funds legally
available therefor, cash dividends, at the rate for such
series fixed under the provisions of subdivision (1), or
set forth in subdivisions (2) through (8) inclusive, of
this Article and no more, payable quarterly on the first
days of February, May, August and November, respectively,
in each year, with respect to the quarterly period ending
on the day preceding each such respective payment date.
Such dividends shall be paid to stockholders of record on
the respective date, not exceeding twenty days prior to
such payment dates, fixed by the Board of Directors for
such purpose. Such dividends shall be cumulative, in the
case of shares of each particular series:
(a) if issued prior to the record date for the
first dividend on shares of such series, then from
the date fixed for the purpose under the provisions
of subdivision (1), or set forth in subdivisions
(2) through (8) inclusive, of this Article:
(b) if issued during the period commencing
immediately after the record date for a dividend on
shares of such series and terminating at the close
of the payment date for such dividend, then from
such dividend payment date; and
(c) otherwise from the quarterly dividend payment
date next preceding the date of issue of such
shares.
No dividend shall be paid, upon, or declared or set apart
for, any share of Cumulative Preferred Stock for any
quarterly dividend period unless at the same time a like
proportionate dividend for the same quarterly dividend
period, ratably in proportion to the respective annual
dividend rates fixed therefor, shall be paid upon, or
declared and set apart for, all shares of Cumulative
Preferred Stock of all series then issued and outstanding
and entitled to receive such dividend.
(10) So long as any shares of Cumulative Preferred
Stock shall be outstanding, the Corporation shall not
declare any dividends or make any distribution in respect
of outstanding shares of any stock (in this subdivision
called "junior stock") of the Corporation ranking junior
to the Cumulative Preferred Stock as to dividends or
assets, other than dividends in shares of junior stock,
or purchase or otherwise acquire for value any
outstanding shares of junior stock (each such dividend,
distribution, purchase or acquisition being in this
subdivision called a "dividend") in contravention of the
following:
(a) If and so long as the junior stock equity at
the end of the calendar month immediately preceding
the date on which a dividend on the junior stock is
declared is, or as a result of such dividend would
become, less than twenty per cent. (20%) of total
consolidated capitalization, the Corporation shall
not declare such dividends in an amount which,
together with all other dividends on the junior
stock paid within the year ending with and
including the date on which such dividend is
payable, exceeds fifty per cent. (50%) of the
consolidated net income of the Corporation and its
subsidiaries available for dividends on the junior
stock for the twelve full calendar months
immediately preceding the calendar month in which
such dividends are declared, except in an amount
not exceeding the aggregate of dividends on the
junior stock which under the restriction set forth
above in this paragraph could have been, and have
not been, declared; and
(b) If and so long as the junior stock equity at
the end of the calendar month immediately preceding
the date on which a dividend on the junior stock is
declared is, or as a result of such dividend would
become, less than twenty-five per cent. (25%) but
not less than twenty per cent (20%) of total
consolidated capitalization, the Corporation shall
not declare dividends on the junior stock in an
amount which, together with all other dividends on
the junior stock paid within the year ending with
and including the date on which such dividend is
payable, exceeds seventy-five per cent (75%) of the
consolidated net income of the Corporation and its
subsidiaries available for dividends on the junior
stock for the twelve full calendar months
immediately preceding the calendar month in which
such dividends are declared, except in an amount
not exceeding the aggregate of dividends on junior
stock which under the restriction set forth in
paragraph (a) of this subdivision and in this
paragraph could have been, and have not been,
declared.
For the purposes of this subdivision "junior stock
equity" shall mean the aggregate of the par value of, or
stated capital represented by, the outstanding shares of
junior stock, all earned surplus, capital or paid-in
surplus and any premiums on the junior stock then carried
on the books of the Corporation and its consolidated
subsidiaries less (i) the excess, if any, of the
aggregate amount payable on involuntary liquidation of
the Corporation upon all outstanding shares of Cumulative
Preferred Stock over the sum of (x) the aggregate par
value of the shares of Cumulative Preferred Stock and (y)
any premiums thereon; (ii) any amounts on the books of
the Corporation and its consolidated subsidiaries known,
or estimated, if not known, to represent the excess, if
any, of recorded value over original cost of used or
useful utility plant; and (iii) any intangible items set
forth on the asset side of the consolidated balance sheet
of the Corporation and its subsidiaries in accordance
with generally accepted accounting principles, such as
unamortized debt discount and expense; provided, however,
that no deduction shall be required to be made in respect
of items referred to in clauses (ii) and (iii) of this
paragraph in cases in which such items are being
amortized or are provided for, or are being provided for,
by reserves.
For the purposes of this subdivision "total
consolidated capitalization" shall mean the aggregate of
(i) the principal amount of all outstanding indebtedness
of the Corporation and its consolidated subsidiaries
maturing more than twelve months after the date of issue
thereof; and (ii) the par value of, or stated capital
represented by, and any premiums carried on the books of
the Corporation and its consolidated subsidiaries in
respect of, the outstanding shares (except any eliminated
in consolidation) of all classes of the capital stock of
the Corporation and its consolidated subsidiaries, earned
surplus and capital or paid-in surplus, less any amounts
required to be deducted pursuant to clauses (ii) and
(iii) of the immediately preceding paragraph of this
subdivision in the determination of junior stock equity.
Subject to the foregoing and to any further
limitations prescribed in accordance with the provisions
of subdivisions (1) and (15) of this Article, the Board
of Directors may declare, out of any funds legally
available therefor, dividends upon the then outstanding
shares of any class of stock ranking junior to the
Cumulative Preferred Stock, and no holders of shares of
Cumulative Preferred stock of any series shall be
entitled to share therein.
(11) In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, then,
before any distribution or payment shall be made to the
holders of any class of stock ranking junior to the
Cumulative Preferred Stock, the holders of the Cumulative
Preferred Stock shall be entitled to be paid in full the
respective amounts fixed under the provisions of
subdivision (1), or set forth in subdivisions (2) through
(8) inclusive, of this Article, together with an amount,
in the case of each share, computed at the annual
dividend rate for the series of which the particular
share is a part, from the date on which dividends on such
share became cumulative to and including the date fixed
for such distribution or payment, less the aggregate
amount of all dividends theretofore paid thereon. If
such payment shall have been made in full to the holders
of the Cumulative Preferred Stock, the remaining assets
and funds of the Corporation shall be distributed among
the holders of the classes of stock ranking junior to the
Cumulative Preferred Stock, according to their respective
rights and preferences and in each case according to
their respective shares. If, upon any liquidation,
dissolution or winding up of the affairs of the
Corporation, the amounts so payable are not paid in full
to the holders of all outstanding shares of Cumulative
Preferred Stock, the holders of all series of Cumulative
Preferred Stock shall share ratably in any distribution
of assets in proportion to the full amounts to which they
would otherwise be respectively entitled. Neither the
consolidation or merger of the Corporation nor the sale
or transfer of all or a part of its assets shall be
deemed a liquidation, dissolution or winding up of the
affairs of the Corporation within the meaning of the
foregoing provisions of this subdivision.
(12) The Cumulative Preferred Stock of any series
may be redeemed, as a whole or in part, at the option of
the Corporation, by vote of the Board of Directors, at
any time or from time to time, or at the times fixed for
such series under the provisions of subdivision (1) of
this Article, at the applicable redemption price fixed
for such series under such provisions, or set forth in
subdivisions (2) through (8) inclusive, of this Article,
together with an amount (hereinafter referred to as
accrued dividends to the redemption date), in the case of
each share, computed at the annual dividend rate for the
series of which the particular share is a part, from the
date on which dividends on such share became cumulative
to and including the date of redemption, less the
aggregate amount of all dividends theretofore paid
thereon. If less than all the outstanding shares of
Cumulative Preferred Stock of any series are to be
redeemed, the shares to be redeemed shall be determined
by lot in such manner as the Board of Directors may
prescribe. Unless all dividends on the Cumulative
Preferred Stock of all series for all past quarterly
dividend periods shall have been paid or declared and a
sum sufficient for the payment thereof set apart, the
Corporation shall not acquire any shares of Cumulative
Preferred Stock (except by redemption of all outstanding
shares of Cumulative Preferred Stock) without obtaining
approval under the Public Utility Holding Company Act of
1935 for such acquisition.
Notice of every redemption of Cumulative Preferred
Stock shall be mailed, addressed to the holders of
record of the shares to be redeemed at their respective
addresses as they shall appear on the stock books of the
Corporation (but no failure to mail such notice or any
defect therein or in the mailing thereof shall affect the
validity of the proceedings for such redemption), and
notice shall also be published at least once in one daily
newspaper printed in the English language and published
and of general circulation in the Borough of Manhattan,
The City of New York, the first publication and such
mailing to be at least thirty days and not more than
sixty days prior to the date fixed for redemption.
If notice of redemption shall have been duly
published and if, on or before the redemption date
specified in the notice, all funds necessary for the
redemption shall have been deposited in trust with a bank
or trust company of the character described in the
following paragraph and designated in the notice of
redemption, for the pro rata benefit of the holders of
the shares so called for redemption, so as to be and
continue to be available therefor, then, from and after
the date of redemption so designated, notwithstanding
that any certificate for shares of Cumulative Preferred
Stock so called for redemption shall not have been
surrendered for cancellation, the shares represented
thereby shall no longer be deemed outstanding, the
dividends thereon shall cease to accumulate, and all
rights with respect to the shares of Cumulative Preferred
Stock so called for redemption shall forthwith on the
redemption date cease and terminate, except only the
right of the holders thereof to receive the redemption
price of the shares so redeemed, including accrued
dividends to the redemption date, but without interest.
The Corporation may also, at any time prior to the
redemption date specified in the notice of redemption,
deposit in trust, for the account of the holders of the
Cumulative Preferred Stock to be redeemed, with a bank or
trust company in good standing, organized under the laws
of the United States of America or of the State of New
York, doing business in the Borough of Manhattan, The
City of New York, having capital, surplus and undivided
profits aggregating at least Two Million Dollars
($2 000 000), designated in the notice of redemption, all
funds necessary for the redemption, and deliver
irrevocable written instructions authorizing such bank or
trust company, on behalf and at the expense of the
Corporation, to cause notice of redemption to be duly
mailed and publication of notice to be made as herein
provided promptly upon receipt of such irrevocable
instructions. Thereupon, notwithstanding that any
certificate for shares of Cumulative Preferred Stock so
called for redemption shall not have been surrendered for
cancellation, all shares of Cumulative Preferred Stock
with respect to which the deposit shall have been made
shall no longer be deemed to be outstanding, and all
rights with respect to such shares of Cumulative
Preferred Stock shall forthwith, upon such deposit in
trust accompanied by irrevocable instructions as provided
above, cease and terminate except only the right of the
holders thereof to receive from such bank or trust
company, at any time after the time of the deposit, the
redemption price, including accrued dividends to the
redemption date, but without interest, of the shares so
to be redeemed, and the right to exercise, on or before
the date fixed for redemption, privileges of conversion
or exchange, if any, not theretofore expiring.
Any moneys deposited by the Corporation pursuant to
this subdivision which shall not be required for the
redemption because of the exercise of any such right of
conversion or exchange subsequent to the date of the
deposit shall be repaid to the Corporation forthwith. Any
other moneys deposited by the Corporation pursuant to
this subdivision and unclaimed at the end of six years
from the date fixed for redemption shall be repaid to the
Corporation upon its request expressed in a resolution of
its Board of Directors, after which repayment the
holders of the shares so called for redemption shall look
only to the Corporation for the payment thereof.
(13) Except as may be mandatorily required by law
regardless of limitations contained in the charter, at
all meetings of the stockholders, every registered holder
of Common Stock shall be entitled to vote and shall have
one vote for each share standing in his name on the books
of the Corporation on any record date fixed for such
purpose or, if no such date be fixed, on the date of such
meeting, and the holders of Cumulative Preferred Stock
shall have no right to vote except as provided
hereinafter in this Article or in accordance with
subdivision (1) of this Article. Each present and future
stockholder of the Corporation by becoming such thereby
waives, to the full extent permitted by law, any right to
vote for the election of Directors other than as provided
in this subdivision.
If, at any time, dividends on any of the outstanding
shares of Cumulative Preferred Stock shall be in default
in an amount equivalent to four or more full quarterly
dividends, the Cumulative Preferred Stock, voting
separately as a class, shall be entitled to elect the
smallest number of Directors necessary to constitute a
majority of the full Board, which right may be exercised
until all arrears in payment of quarterly dividends on
the Cumulative Preferred Stock shall have been paid, or
deposited in trust for payment on or before the next
succeeding dividend payment date. When all such arrears
have been so paid or deposited in trust (and such arrears
shall be so paid or deposited in trust as soon as lawful
and reasonably practicable out of any assets of the
Corporation available therefor), the Cumulative Preferred
Stock shall be divested of such voting power, but
subject always to the same provisions for the vesting of
such voting power in the Cumulative Preferred Stock in
the case of any future such default or defaults. So long
as the Cumulative Preferred Stock shall have the right so
to elect a majority of the Directors, the holders of the
Common Stock, voting separately as a class, shall be
entitled to vote for and elect the remaining Directors,
and their right to vote for Directors shall be limited
accordingly.
The foregoing right of the Cumulative Preferred
Stock to elect a majority of the Directors of the
Corporation may be exercised at any annual meeting of
shareholders or, within the limitations hereinafter
provided, at a special meeting of stockholders held for
such purpose. If the date upon which such right of the
holders of the Cumulative Preferred Stock shall become
vested shall be less than forty-five days or more than
ninety days preceding the date of the next ensuing annual
meeting of shareholders as fixed by the Bylaws of the
Corporation, the President of the Corporation shall call
a special meeting of the holders of the Cumulative
Preferred Stock and Common Stock to be held not less than
forty-five days and not more than ninety days after the
date upon which such right of the holders of the
Cumulative Preferred Stock shall have been vested for the
purpose of electing a new Board of Directors, of which a
majority shall be elected by a vote of the Cumulative
Preferred Stock and the remainder shall be elected by a
vote of the Common Stock, to serve until the next annual
meeting or until their successors shall be elected and
shall qualify. Notice of such meeting shall be mailed to
each stockholder not less than ten days prior to the
date of such meeting. The term of office of all Directors
of the Corporation shall terminate at the time of any
such meeting held for the purpose of electing a new Board
of Directors, notwithstanding that the term for which
such Directors had been elected shall not then have
expired. In the event that at any meeting at which
holders of the Cumulative Preferred Stock shall be
entitled to elect a majority of the Board of Directors,
a quorum of the holders of such stock shall not be
present in person or by proxy, the holders of the Common
Stock, if a quorum thereof be present, may temporarily
elect the Directors whom the holders of the Cumulative
Preferred Stock are entitled but fail to elect, such
Directors to be designated as having been so elected and
their term of office to expire at such time thereafter as
their successors shall be elected by the holders of the
Cumulative Preferred Stock as herein provided.
If, at the time of any meeting at which holders of
the Cumulative Preferred Stock shall be entitled to elect
a majority of the Directors of the Corporation the number
constituting the full Board of Directors of the
Corporation shall be more than fifteen, such number shall
be automatically reduced to fifteen and the right of the
holders of Cumulative Preferred Stock to elect Directors
shall be to elect a majority of the number of Directors
as so reduced. The holders of the Cumulative Preferred
Stock may at such meeting, prior to the election of such
Directors, amend the Bylaws so as to fix the number of
Directors at fifteen if necessary or desirable in order
to effect such reduction, which number shall not be
increased until the Cumulative Preferred Stock shall be
divested of its right to elect a majority of the
Directors of the Corporation.
Whenever the Cumulative Preferred Stock shall be
entitled to elect a majority of the Board of Directors,
any holder of such stock shall have the right, during
regular business hours, in person or by a duly authorized
representative, to examine and to make transcripts of the
stock records of the Corporation for the Cumulative
Preferred Stock for the purpose of communicating with
other holders of such stock with respect to the exercise
of such right of election.
Whenever the Cumulative Preferred Stock shall be
divested of such voting power, the President of the
Corporation shall, within ten days after delivery to the
Corporation at its principal office of a request to such
effect signed by any holder of Common Stock, call a
special meeting of the holders of the Common Stock to be
held within forty days after the delivery of such request
for the purpose of electing a new Board of Directors to
serve until the next annual meeting or until their
respective successors shall be elected and shall qualify.
If, at any such special meeting, any Director shall not
be re-elected, his term of office shall terminate upon
the election and qualification of his successor,
notwithstanding that the term for which such Director was
originally elected shall not then have expired.
At any annual or special meeting of stockholders
held for the purpose of electing Directors when the
holders of the Cumulative Preferred Stock shall be
entitled to elect a majority of the Board of Directors,
the presence in person or by proxy of the holders of
thirty-five percent (35%) of the outstanding shares of
the Cumulative Preferred Stock shall be required to
constitute a quorum for the election by such class of a
majority of the Board of Directors, and the presence in
person or by proxy of the holders of a majority of the
outstanding shares of Common Stock shall be required to
constitute a quorum for the election by such class of the
remaining Directors or for the election temporarily by
such class of a majority of the Board of Directors as
herein provided, however, that the majority of the
holders of either such class of stock who are present in
person or by proxy shall have power to adjourn such
meeting for the election of Directors by such class from
time to time without notice other than announcement at
the meeting. No delay or failure by the holders of either
such class of stock to elect the members of the Board of
Directors which such holders are entitled to elect shall
invalidate the election of the remaining members of the
Board of Directors by the holders of the other such class
of stock. At any such election of Directors by the
holders of shares of Cumulative Preferred Stock, each
such holder shall have one vote for each share of such
stock standing in his name on the books of the
Corporation on any record date filed for such purpose or,
if no such date be fixed, on the date on which the
election is held.
If, during any interval between annual meetings of
shareholders for the election of Directors and while the
Cumulative Preferred Stock shall be entitled to elect a
majority of the Directors, the number of Directors in
office who have been elected by the holders of the
Cumulative Preferred Stock or Common Stock, as the case
may be, shall, by reason of resignation, death or
removal, be less than the total number of Directors
subject to election by the holders of shares of such
class, (a) the vacancy or vacancies shall, if permitted
by law, be filled by a majority vote of the remaining
Directors then in office who were elected by such class
or succeeded to a Director so elected, although such
majority be less than a quorum, and (b) if not so filled
within forty days after the creation thereof, the
President of the Corporation shall call a special meeting
of the holders of shares of such class and such vacancy
or vacancies shall be filled at such special meeting.
Any Director may be removed from office by vote of
the holders of a majority of the shares of the class of
stock by which his successor would be elected. A special
meeting of the holders of shares of such class may be
called by a majority vote of the Board of Directors for
the purpose of removing a Director in accordance with the
provisions of this paragraph. The President of the
Corporation shall, in any event, within ten days after
delivery to the Corporation at its principal office of a
request to such effect signed by the holders of at least
five percent (5%) of the outstanding shares of such
class, call a special meeting for such purpose to be held
within forty days after the delivery of such request.
Except as may be mandatorily required by law
regardless of limitations contained in the charter,
holders of Cumulative Preferred Stock shall not be
entitled to receive notice of any meeting of stockholders
at which they are not entitled to vote or consent.
(14) So long as any shares of Cumulative Preferred
Stock are outstanding, the consent of the holders of more
than two-thirds of the Cumulative Preferred Stock at the
time outstanding, given in person or by proxy, either in
writing or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating any one or
more of the following:
(a) Any amendment, alteration or repeal of
any of the provisions of the charter, which affects
adversely the powers, preferences or rights of the
holders of the Cumulative Preferred Stock;
provided, however, that if such amendment,
alteration or repeal affects adversely the powers,
preferences or rights of one or more but not all
series of Cumulative Preferred Stock at the time
outstanding, only the consent of the holders of
more than two-thirds of the total number of
outstanding shares of all series so affected shall
be required; and provided, further, that the
amendment of the provisions of the charter so as to
increase or decrease the authorized amount of the
Cumulative Preferred Stock or so as to authorize or
create, or so as to increase or decrease the
authorized amount of, any new class of stock
ranking on a parity as to dividends or assets with
or any class of stock ranking junior to the
Cumulative Preferred Stock or any security
convertible into any such stock or into Cumulative
Preferred Stock shall not be deemed to affect
adversely the powers, preferences or rights of the
holders of the Cumulative Preferred Stock or any
series thereof, and the right is hereby reserved to
make any such amendment upon the vote prescribed in
subdivision (16) of this Article; or
(b) The authorization or creation, or the
increase in the authorized amount, of any stock of
any class or any security convertible into stock of
any class, ranking prior as to dividends or assets
to the Cumulative Preferred Stock or the issue
(other than upon conversion) of 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;
provided, however, that no such consent of the holders of
the Cumulative Preferred Stock shall be required if, at
or prior to the time when such amendment, alteration or
repeal is to take effect, or when the issuance of any
such prior stock or convertible security is to be made,
as the case may be, provision is made for the redemption
of all shares of Cumulative Preferred Stock at the time
outstanding or, in the case of any such amendment,
alteration or repeal as to which the consent of less than
all series of the Cumulative Preferred Stock would
otherwise be required, for the redemption of all shares
of the series of Cumulative Preferred Stock the consent
of which would otherwise be required.
(15) So long as any shares of Cumulative Preferred
Stock are outstanding, the consent of the holders of at
least a majority of the Cumulative Preferred Stock at the
time outstanding, given in person or by proxy, either in
writing or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating any one or
more of the following:
(a) The issue of any unsecured notes,
debentures or other securities representing
unsecured indebtedness, or the assumption of any
such unsecured securities, for a purpose other than
the refunding or renewing of outstanding unsecured
securities theretofore issued or assumed by the
Corporation resulting in equal or longer maturities
or the redemption or other retirement of all
outstanding shares of Cumulative Preferred Stock,
if, immediately after such issuance or assumption,
(i) the total principal amount of all unsecured
notes, debentures or other securities representing
unsecured indebtedness issued or assumed by the
Corporation and then outstanding would thereby
exceed twenty percent (20%) of the aggregate of (x)
the total principal amount of all bonds or other
securities representing secured indebtedness issued
or assumed by the Corporation and then outstanding
and (y) the capital stock, premiums thereon and
surplus of the Corporation as then stated on the
books of account of the Corporation, or (ii) the
total principal amount of all unsecured notes,
debentures or other securities representing
unsecured indebtedness issued or assumed by the
Corporation and then outstanding having maturities
of less than ten years would thereby exceed ten
percent (10%) of such aggregate. Payment due upon
the maturity of unsecured debt having an original
single maturity of ten years or more or the payment
due upon the final maturity of any unsecured
serial debt which had original maturities of ten
years or more shall not be regarded for purposes of
clause (ii) of this paragraph as unsecured debt of
a maturity of less than ten years until such
payment is required to be made within three years;
(b) The issue of any additional shares or the
reissue of any reacquired shares of Cumulative
Preferred Stock or any shares of stock of any
class ranking on a parity as to dividends or assets
with the Cumulative Preferred Stock for any purpose
other than to refinance an equal par amount or
stated value of Cumulative Preferred Stock or of
any class of outstanding stock ranking prior to or
on a parity as to dividends or assets with the
Cumulative Preferred Stock, unless the consolidated
gross income of the Corporation and its
subsidiaries (after all taxes including taxes based
on income) for twelve consecutive calendar months
within a period of fifteen calendar months
immediately preceding the calendar month of such
issuance is equal to at least one and one-half
times the aggregate of the annual interest charges
on indebtedness of the Corporation and its
consolidated subsidiaries (excluding interest
charges on indebtedness to be retired by the
application of the proceeds from the issuance of
such shares) and the annual dividend requirements
on all preferred stock (including dividend
requirements on any class of stock ranking prior to
or on a parity with the shares to be issued, as to
dividends or assets), which will be outstanding
immediately after the issuance of such shares. If,
during the period as of which consolidated gross
income is to be determined for the purpose set
forth in this paragraph, the amount, if any,
required to be expended by the Corporation and its
consolidated subsidiaries for property additions
pursuant to a renewal and replacement fund or
similar fund established under any then existing
general indenture or mortgage or deed of trust of
the Corporation shall exceed the amount deducted in
the determination of such consolidated gross income
on account of depreciation and amortization of
electric plant acquisition adjustments, such excess
shall also be deducted in determining such gross
consolidated income;
(c) The issue of any additional shares or the
reissue of any reacquired shares of Cumulative
Preferred Stock or of any shares of stock of any
class ranking on a parity with the Cumulative
Preferred Stock, as to dividends or assets for any
purpose other than to refinance an equal par amount
or stated value of Cumulative Preferred Stock or of
any class of outstanding stock ranking prior to or
on a parity as to dividends or assets with the
Cumulative Preferred Stock unless the aggregate of
the junior stock equity (as defined in subdivision
(10) of this Article), shall be not less than the
aggregate amount payable upon involuntary
liquidation, dissolution or winding up of the
affairs of the Corporation to the holders of all
shares of the Cumulative Preferred Stock and of any
shares of stock of any class ranking prior thereto,
or on a parity as to dividends and assets with the
Cumulative Preferred Stock to be outstanding
immediately after such proposed issue, excluding
from such computation all indebtedness and stock to
be retired through such proposed issue. If for the
purposes of meeting the foregoing requirement, it
shall have been necessary to take into
consideration any of the consolidated earned
surplus of the Corporation and its subsidiaries,
the Corporation shall not thereafter pay any
dividends on or make any distributions in respect
of, or purchase or otherwise acquire for value,
shares of stock of the Corporation of any class
ranking junior to the Cumulative Preferred Stock
which would result in reducing said junior stock
equity to an amount less than the amount payable on
involuntary liquidation of the Corporation with
respect to all shares of the Cumulative Preferred
Stock and all shares ranking prior to or on a
parity with the Cumulative Preferred Stock as to
dividends or assets, at the time outstanding; or
(d) The sale or other disposition of all or
substantially all of the assets of the Corporation
or the consolidation or merger of the Corporation;
provided, however, that except as may be
mandatorily required by law regardless of
limitations contained in the charter, no such
consent shall be required with respect to (i) a
sale or other disposition of all or substantially
all of the assets of the Corporation or a
consolidation or merger of the Corporation if such
sale, other disposition, consolidation or merger,
or the issuance or assumption of all securities to
be issued or assumed in connection therewith, shall
have been ordered or approved under the Public
Utility Holding Company Act of 1935 or (ii) a sale
or other disposition of all or substantially all of
the assets of the Corporation to a subsidiary of
the Corporation or a consolidation or merger of the
Corporation with a subsidiary of the Corporation if
none of the powers, preferences or rights of the
holders of the Cumulative Preferred Stock will be
adversely affected thereby, and if none of the
property or business of the Corporation will
thereby become subject to the lien of any mortgage,
deed of trust or other encumbrance, and if the
company resulting from or surviving such sale,
other disposition, consolidation or merger will be
authorized to carry on the business then being
conducted by the Corporation and will have
authorized or outstanding, after such sale, other
disposition, consolidation or merger, no stock of
any class or other securities ranking prior to or
on a parity with the Cumulative Preferred Stock, or
securities convertible into any such stock or
securities, except the same number of shares of
stock and the same amount of other securities with
the same powers, preferences and rights as the
stock and securities of the Corporation authorized
and outstanding immediately preceding such sale,
other disposition, consolidation or merger, and if
each holder of Cumulative Preferred Stock at the
time of such sale, other disposition, consolidation
or merger will receive the same number of shares,
with the same powers, preferences and rights, of
the resulting or surviving company as he held of
the Cumulative Preferred Stock; provided, however,
that no such consent of the holders of the
Cumulative Preferred Stock shall be required if, at
or prior to the time when the issuance of any such
securities representing unsecured indebtedness or
when the issuance of any such parity stock or
convertible security or any such additional shares
of Cumulative Preferred Stock is to be made, or
when such sale, other disposition, consolidation or
merger is to take effect as the case may be,
provision is made for the redemption of all shares
of Cumulative Preferred Stock at the time
outstanding.
(16) The Corporation reserves the right, subject
only to any requisite vote or consent of the holders of
any other class of stock specifically required by the
provisions of the charter or mandatorily required by law,
to amend or change any and all provisions of the charter
(including a change in the preferences given to any one
or more classes of stock by the charter or an increase or
decrease in the amount of the authorized stock of such
class or classes or an increase or decrease in the par
value thereof) by the vote in favor thereof, given in
person or by proxy at any meeting called for the purpose,
of the holders of a majority of the outstanding shares of
Common Stock. The holders of the Cumulative Preferred
Stock shall have no right to vote or consent with respect
to any such amendment except as specifically provided in
subdivisions (14) and (15) of this Article or in
accordance with subdivision (1) of this Article.
(17) Except when mandatorily required by law and
except as otherwise provided with respect to any
particular series in accordance with the provisions of
subdivision (1) of this Article, whenever shares of two
or more series of the Cumulative Preferred Stock are
outstanding, no particular series of the Cumulative
Preferred Stock shall be entitled to vote or consent as
a separate series on any matter, and all shares of
Cumulative Preferred Stock of all series shall be deemed
to constitute but one class for any purpose for which a
vote or consent of the shareholders by classes may now or
hereafter be required.
(18) No holder of any shares of Cumulative Preferred
Stock of any series shall be entitled as such, as a
matter of right, to purchase or subscribe for any shares
of stock of the Corporation of any class, whether now or
hereafter authorized or whether issued for cash, property
or services or as a dividend or otherwise, or any
securities convertible into shares of stock of the
Corporation or carrying or evidencing any right to
purchase shares of stock of any class.
(19) Any shares of Cumulative Preferred Stock which
are redeemed or retired, except shares retired through
conversion or through the operation of any sinking fund
or redemption or purchase account, shall thereafter have
the status of authorized but unissued shares of
Cumulative Preferred Stock of the Corporation and may
thereafter be reclassified and reissued by the Board of
Directors in the same manner as any other authorized and
unissued shares of Cumulative Preferred Stock.
(20) Subject to the limitations set forth in this
Article, all or any of the shares of stock of the
Corporation of any class and securities convertible into
stock of any class may be issued by the Corporation,
acting through its Board of Directors, without action by
the stockholders, from time to time, for such
consideration, or by way of dividend, in such manner and
upon such terms as may be determined and deemed advisable
from time to time by the Board of Directors. Such
consideration, in the case of shares having a par value,
shall not be less than the par value thereof and, in the
case of securities convertible into shares of stock
having a par value, shall not be less than the par value
of the shares into which such securities are convertible,
except as otherwise permitted by law. Such consideration
may consist of cash, labor done, real and/or personal
property, or the use thereof, and the value of any such
consideration consisting of such labor or property or the
use thereof shall be as determined by the Board of
Directors. All shares of stock so issued, for which the
consideration so fixed has been received by the
Corporation, shall be deemed fully paid stock and shall
not be liable to any further calls or assessments
thereon .
VII.
The Corporation may purchase shares of its stock of
any class, at not exceeding the redemption price
thereof, if any.
VIII.
No contract or other transaction of the Corporation
shall be affected by the fact that any of the directors
of the Corporation are in any way interested in or
connected with any other party to such contract or
transaction, or are themselves parties to such contract
or transaction, provided that at the meeting of the Board
of Directors or of the Committee authorizing or
confirming such contract or transaction, there shall be
present a quorum of directors not so interested or
connected and such contract or transaction shall be
approved by a majority of such quorum, which majority
shall consist of directors not so interested or
connected. Any contract, transaction or act of the
Corporation or of the Board of Directors or of any
Committee which shall be ratified by a majority of a
quorum of the stockholders at any annual meeting or any
special meeting called for such purpose shall be as valid
and as binding as though ratified by every stockholder of
the Corporation.
IN WITNESS WHEREOF, the directors, or a majority of
them, of each of the parties hereto have hereunto set
their hands and affixed their seals and each of the
parties hereto has caused this Agreement and Articles of
Merger to be signed in its name and on its behalf by its
President or one of its Vice Presidents and by its
Secretary or one of its Assistant Secretaries and its
corporate seal to be hereunto affixed and attested by its
Secretary or one of its Assistant Secretaries.
THE POTOMAC EDISON COMPANY
[CORPORATE SEAL]
By PAUL M. HORST, JR.
Paul M. Horst, Jr., Vice President
WILLIAM H. MacMULLEN
William H. MacMullen, Secretary
Attest DALE F. ZIMMERMAN
Assistant Secretary
JOHN ADAMS L.S.
John Adams
CHARLES B. FINCH L.S.
Charles B. Finch
WILLIAM A. LYON L.S.
William A. Lyon
FRANCIS H. MAY, JR. L.S.
Francis H. May, Jr.
FRANCIS J. McALARY L.S.
Francis J. McAlary
CLARENCE F. MICHALIS L.S.
Clarence F. Michalis
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland and having its
registered office in the Commonwealth of Virginia at 20
South Cameron Street, Winchester, Virginia (hereinafter
called the Corporation), hereby certifies to the State
Department of Assessments and Taxation of Maryland and
the State Corporation Commission of the Commonwealth of
Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized
capital stock of the Corporation is 10 075 000
shares, of which 5 450 000 shares of the par
value of $100 each are Cumulative Preferred
Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or
more series as provided in Article VI hereof)
and 4 625 000 shares without nominal or par
value are Common Stock.
Second: The board of directors of the Corporation on
May 23, 1974 at a meeting duly convened and held adopted
a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and directing that
it be submitted for action thereon to the stockholders of
the Corporation.
Third: That by Waiver and Consent in writing dated
the 25th day of June, 1974, Allegheny Power System, Inc.,
the holder of all 4 125 000 outstanding shares of Common
Stock of the Corporation, being all of the shares that
would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 4 125 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 432 081 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the board of directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
9 575 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 4 125 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all classes of
stock of the Corporation as increased is 10 075 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 4 625 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
and qualifications, of each class of stock of the
Corporation as increased are as set forth in the Articles
of Incorporation included as part SIXTH of the Agreement
and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President, its Executive Vice President and
General Manager, or one of its other Vice Presidents and
its corporate seal to be hereunto affixed and attested by
its Secretary or one of its Assistant Secretaries on
June 25 1974.
THE POTOMAC EDISON COMPANY
BY: JOHN M. McCARDELL
John M. McCardell
Executive Vice President
and General Manager
(SEAL)
Attest:
WILLIAM H. MacMULLEN
William H. MacMullen
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland and having its
registered office in the Commonwealth of Virginia at 20
South Cameron Street, Winchester, Virginia (hereinafter
called the Corporation), hereby certifies to the State
Department of Assessments and Taxation of Maryland and
the State Corporation Commission of the Commonwealth of
Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated June 25, 1974, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized capital stock of
the Corporation is 10 575 000 shares, of which 5 450 000
shares of the par value of $100 each are Cumulative
Preferred Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or more series as
provided in Article VI hereof) and 5 125 000 shares
without nominal or par value are Common Stock.
Second: The board of directors of the Corporation on
March 20, 1975, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and directing that
it be submitted for action thereon to the stockholders of
the Corporation
Third: That by Waiver and Consent in writing dated
the 15th day of May, 1975, Allegheny Power System, Inc.,
the holder of all 4 625 000 outstanding shares of Common
Stock of the Corporation, being all of the shares that
would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 4 625 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 431 266 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the board of directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
10 075 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 4 625 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all classes of
stock of the Corporation as increased is 10 575 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 5 125 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
and qualifications, of each class of stock of the
Corporation as increased are as set forth in the Articles
of Incorporation included as part SIXTH of the Agreement
and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President, its Executive Vice President and
General Manager, or one of its other Vice Presidents and
its corporate seal to be hereunto affixed and attested by
its Secretary or one of its Assistant Secretaries on
May 20, 1975.
THE POTOMAC EDISON COMPANY
By JOHN M. McCARDELL
John M. McCardell
Executive Vice President
(SEAL) and General Manager
Attest:
WILLIAM H. MacMULLEN
William H. MacMullen
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland and having its
registered office in the Commonwealth of Virginia at 20
South Cameron Street, Winchester, Virginia (hereinafter
called the Corporation), hereby certifies to the State
Department of Assessments and Taxation of Maryland and
the State Corporation Commission of the Commonwealth of
Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated May 20, 1975, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized
capital stock of the Corporation is 11 450 000
shares, of which 5 450 000 shares of the par
value of $100 each are Cumulative Preferred
Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or
more series as provided in Article VI hereof)
and 6 000 000 shares without nominal or par
value are Common Stock.
Second: The board of directors of the Corporation on
March 4, 1976, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and directing that
it be submitted for action thereon to the stockholders of
the Corporation.
Third: That by Waiver and Consent in writing dated
the 14th day of April, 1976, Allegheny Power System,
Inc., the holder of all 4 875 000 outstanding shares of
Common Stock of the Corporation, being all of the shares
that would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 4 875 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 430 122 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the board of directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
10 575 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 5 125 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all classes of
stock of the Corporation as increased is 11 450 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 6 000 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
and qualifications, of each class of stock of the
Corporation as increased are as set forth in the Articles
of Incorporation included as part SIXTH of the Agreement
and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President, its Executive Vice President and
General Manager, or one of its other Vice Presidents and
its corporate seal to be hereunto affixed and attested by
its Secretary or one of its Assistant Secretaries on
April 15, 1976.
THE POTOMAC EDISON COMPANY
By JOHN M. McCARDELL
John M. McCardell
(SEAL) Executive Vice President
and General Manager
Attest:
WILLIAM H. MacMULLEN
William H. MacMullen
Secretary
THE POTOMAC EDISON COMPANY
Articles Supplementary ( Maryland )
Articles of Serial Designation (Virginia)
1. The name of the corporation is
THE POTOMAC EDISON COMPANY
2. Pursuant to the provisions of subdivision (I) of
Article VI of Part SIXTH of the Agreement and
Articles of Merger, dated as of May 31, 1974, as
amended, the Board of Directors of the Corporation,
on June 17, 1976, duly adopted the following
resolution:
RESOLVED that, in accordance with the
provisions of paragraph (I) of Article VI of
the Agreement and Articles of Merger of the
Corporation, there is hereby established a new
series of the Cumulative Preferred Stock as
follows:
(a) The designation of such series is the $9.64
Cumulative Preferred Stock, Series H, and the
number of shares which shall constitute such
series is 150 000;
(b) The annual rate of dividends payable on shares
of such series is $9.64 and the date from
which dividends on all shares of such series
issued prior to the record date for the first
dividend on shares of such series shall be
cumulative is June 24, 1976;
(c) The shares of such series shall be subject to
redemption at the following prices; $111.11
per share, if redeemed on or before June 1,
1981; $108.70 per share, if redeemed
thereafter and on or before June 1, 1986;
$106.29 per share, if redeemed thereafter and
on or before June 1, 1991; and $103.88 per
share, if redeemed after June 1, 1991
(together, in each case, as provided in the
Agreement and Articles of Merger, with an
amount, in the case of each share, computed at
the rate of $9.64 per annum from the date on
which dividends on such share become
cumulative, to and including the date of
redemption, less the aggregate of all
dividends theretofore paid thereon); provided,
however, that before June 1, 1981, no shares
of such series may be redeemed directly or
indirectly with or in anticipation of (i)
moneys borrowed at an interest cost to the
Corporation of less than 9.64% a year or (ii)
the proceeds of Cumulative Preferred Stock
sold by the Corporation at a price per share
(exclusive of accrued dividends) the division
of which into the annual dollar dividend rate
per share of such stock produces a quotient of
less than 9.64%;
(d) The amount payable on shares of such
series in the event of a voluntary
liquidation, dissolution or winding up of
the affairs of the Corporation is an
amount per share equal to the then
current redemption price thereof, and in
the case of an involuntary liquidation,
dissolution or winding up of the affairs
of the Corporation is $100 per share
(together, in each case, as provided in
the Agreement and Articles of Merger,
with an amount, in the case of each
share, computed at the rate of $9.64 per
annum from the date on which dividends on
such share became cumulative, to and
including the date fixed for such
payment, less the aggregate of all
dividends theretofore paid thereon); and
(e) The holders of the shares of Cumulative
Preferred Stock of such series shall not
have any right to convert such shares
into shares of stock of the Corporation
of any class or of any series of any
class.
Dated: June 18, 1976.
THE POTOMAC EDISON COMPANY
BY CHARLES B. FINCH
President
And by CARROLL E. SUMMERS
Assistant Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland and having its
registered office in the Commonwealth of Virginia at
20 South Cameron Street, Winchester, Virginia
(hereinafter called the Corporation), hereby certifies to
the State Department of Assessments and Taxation of
Maryland and the State Corporation Commission of the
Commonwealth of Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated April 15, 1976, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized capital
stock of the Corporation is 12 325 000 shares,
of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock
(amounting in the aggregate to $545 000 000
par value, issuable in one or more series as
provided in Article VI hereof) and 6 875 000
shares without nominal or par value are Common
Stock.
Second: The board of directors of the Corporation on
March 3, 1977, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and directing that
it be submitted for action thereon to the stockholders of
the Corporation.
Third: That by Waiver and Consent in writing dated
the 13th day of May, 1977, Allegheny Power System, Inc.,
the holder of all 5 375 000 outstanding shares of Common
Stock of the Corporation, being all of the shares that
would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 5 375 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 579 081 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the board of directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
11 450 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 6 000 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all classes
of stock of the Corporation as increased is 12 325 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 6 875 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other
rights, voting powers, restrictions, limitations as to
dividends, and qualifications, of each class of stock of
the Corporation as increased are as set forth in the
Articles of Incorporation included as part SIXTH of the
Agreement and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President, its Executive Vice President and
General Manager, or one of its other Vice Presidents and
its corporate seal to be hereunto affixed and attested by
its Secretary or one of its Assistant Secretaries on
May 16, 1977.
THE POTOMAC EDISON COMPANY
By PAUL M. HORST, JR.
Paul M. Horst, Jr.
(SEAL) Vice President
Attest:
WILLIAM H. MACMULLEN
William H. MacMullen
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland and having its
registered office in the Commonwealth of Virginia at 20
South Cameron Street, Winchester, Virginia (hereinafter
called the Corporation), hereby certifies to the State
Department of Assessments and Taxation of Maryland and
the State Corporation Commission of the Commonwealth of
Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated May 16, 1977, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized
capital stock of the Corporation is 13 575 000
shares, of which 5 450 000 shares of the par
value of $100 each are Cumulative Preferred
Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or
more series as provided in Article VI hereof)
and 8 125 000 shares without nominal or par
value are Common Stock.
Second: The board of directors of the Corporation on
February 2, 1978, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and directing that
it be submitted for action thereon to the stockholders
of the Corporation.
Third: That by Waiver and Consent in writing dated
the 17th day of April, 1978, Allegheny Power System,
Inc., the holder of all 6 625 000 outstanding shares of
Common Stock of the Corporation, being all of the shares
that would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 6 625 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 578 672 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the board of directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
12 325 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 6 875 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all classes of
stock of the Corporation as increased is 13 515 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value and 8 125 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends,
and qualifications, of each class of stock of the
Corporation as increased are as set forth in the Articles
of Incorporation included as part SIXTH of the Agreement
and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President, its Executive Vice President and
General Manager, or one of its other Vice Presidents and
its corporate seal to be hereunto affixed and attested by
its Secretary or one of its Assistant Secretaries on
April 17, 1978.
THE POTOMAC EDISON COMPANY
By PAUL M. HORST, JR.
Vice President
(SEAL)
Attest:
WILLIAM H. MacMULLEN
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland, and having its
registered office in the Commonwealth of Virginia at 20
South Cameron Street, Winchester, Virginia (hereinafter
called the Corporation), hereby certifies to the State
Department of Assessments and Taxation of Maryland and
the State Corporation Commission of the Commonwealth of
Virginia, that:
V.
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated April 17, 1978, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
The total amount of the authorized
capital stock of the Corporation is 15 075 000
shares, of which 5 450 000 shares of the par
value of $100 each are Cumulative Preferred
Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or
more series as provided in Article VI hereof)
and 9 625 000 shares without nominal or par
value are Common Stock.
Second: The Board of directors of the Corporation on
December 7, 1978, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and in the best
interests of the Corporation and directing that it be
submitted for action thereon to the stockholders of the
Corporation.
Third: That by Waiver and Consent in writing dated
the 14th day of February, 1979, Allegheny Power System,
Inc., the holder of all 8 125 000 outstanding shares of
Common Stock of the Corporation, being all of the shares
that would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 8 125 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 578 331 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the board of directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all
classes of stock of the Corporation heretofore authorized
was 13 575 000 shares, of which 5 450 000 of the par
value of $100 each were Cumulative Preferred Stock
(amounting in the aggregate to $545 000 000 par value)
and 8 125 000 shares without nominal or par value were
Common Stock
(b) The total number of shares of all classes
of stock of the Corporation as increased is 15 075 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 9 625 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other
rights, voting powers, restrictions, limitations as to
dividends, and qualifications, of each class of stock of
the Corporation as increased are as set forth in the
Articles of Incorporation included as part SIXTH of the
Agreement and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on
its behalf by its President, its Executive Vice President
and General Manager, or one of its other Vice Presidents
and its corporate seal to be hereunto affixed and
attested by its Secretary or one of its Assistant
Secretaries on February 16, 1979.
THE POTOMAC EDISON COMPANY
By PAUL M. HORST, JR.
Vice President
(SEAL)
Attest:
W. H. MacMULLEN
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland, and having its
registered office in the Commonwealth of Virginia at
20 South Cameron Street, Winchester, Virginia
(hereinafter called the Corporation), hereby certifies to
the State Department of Assessments and Taxation of
Maryland and the State Corporation Commission of the
Commonwealth of Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated February 16, 1979, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized
capital stock of the Corporation is 15 825 000
shares, of which 5 450 000 shares of the par
value of $100 each are Cumulative Preferred
Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or
more series as provided in Article VI hereof)
and 10 375 000 shares without nominal or par
value are Common Stock.
Second: The Board of Directors of the Corporation on
January 3, 1980, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and in the best
interests of the Corporation and directing that it be
submitted for action thereon to the stockholders of the
Corporation.
Third: That by Waiver and Consent in writing dated
the 21st day of April, 1980 Allegheny Power System, Inc.,
the holder of all 9 125 000 outstanding shares of Common
Stock of the Corporation, being all of the shares that
would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 9 125 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 576 831 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the Board of Directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
15 075 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 9 625 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all classes
of stock of the Corporation as increased is 15 825 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 10 375 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other
rights, voting powers, restrictions, limitations as to
dividends, and qualifications, of each class of stock of
the Corporation as increased are as set forth in the
Articles of Incorporation included as part SIXTH of the
Agreement and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President, its Executive Vice President and
General Manager, or one of its other Vice Presidents and
its corporate seal to be hereunto affixed and attested by
its Secretary or one of its Assistant Secretaries on
April 30, 1980.
THE POTOMAC EDISON COMPANY
By PAUL M. HORST, JR.
Vice President
(SEAL)
Attest:
W. H. MacMULLEN
Secretary
THE POTOMAC EDISON COMPANY
Articles Supplementary (Maryland)
Articles of Serial Designation (Virginia)
1. The name of the Corporation is THE POTOMAC EDISON
COMPANY.
2. Pursuant to the provisions of subdivision (1) of
Article VI of the Articles of Incorporation of the
Corporation included as Part SIXTH of the Agreement
and Articles of Merger, dated as of May 31, 1974,
as amended, the Board of Directors of the
Corporation, on December 11, 1980, duly adopted the
following resolution:
RESOLVED that, in accordance with the
provisions of subdivision (1) of Article VI of the
Articles of Incorporation of the Corporation
included as Part SIXTH of the Agreement and
Articles of Merger, dated as of May 31, 1974, as
amended, there is hereby established a new series
of the Cumulative Preferred Stock as follows:
(a) The designation of such series is the $15.64
Cumulative Preferred Stock, Series I, and the
number of shares which shall constitute such
series is 250 000;
(b) The annual rate of dividends payable on shares
of such series is $15.64 per share, and the
date from which dividends on all shares of
such series issued prior to the record date
for the first dividend on shares of such
series shall be cumulative is December 18,
1980;
(c) The shares of such series shall be subject to
redemption by the Corporation, as a whole or
in part, at any time or from time to time;
provided, however, that before December 1,
1985, no shares of such series may be redeemed
directly or indirectly with or in anticipation
of (i) moneys borrowed at an interest cost to
the Corporation of less than 15.88% a year or
(ii) the proceeds of preferred stock sold by
the Corporation where the division of the
annual dollar dividend rate per share of such
stock by the price received by the corporation
per share of such stock (exclusive of accrued
dividends and after deducting from such price
the amount per share of any compensation paid
by the Corporation for the sale, underwriting
or purchase of such shares by underwriters or
dealers or others performing similar services)
produces a quotient of less than 15.88%. The
redemption price of shares of such series,
other than shares redeemed pursuant to
subparagraph (d) hereof, shall be: $115.64 per
share, if redeemed on or before December 1,
1985; $111.73 per share, if redeemed
thereafter and on or before December 1, 1990;
$107.82 per share, if redeemed thereafter and
on or before December 1, 1995; and $103.91 per
share, if redeemed after December 1, 1995
(together, in each case, as provided in the
Articles of Incorporation, with an amount, in
the case of each share, computed at the rate
of $15.64 per annum from the date on which
dividends on such share became cumulative to
and including the date of redemption, less the
aggregate of all dividends theretofore paid
thereon);
(d) Shares of such series shall be entitled to the
benefits of a sinking fund as follows:
(i) So long as any shares of such series are
outstanding, the Corporation shall, as a
sinking fund for the retirement of shares
of such series, redeem, out of funds
legally available therefore, 10 000
shares of such series on December 1 in
each year, commencing with 1986, in each
case at $100.00 per share (together, in
each case, as provided in the Articles of
Incorporation, with an amount, in the
case of each share, computed at the rate
of $15.64 per annum from the date on
which dividends on such share became
cumulative to and including the date of
redemption, less the aggregate of all
dividends theretofore paid thereon). The
Corporation shall have the option also on
December 1 in each year, commencing with
1986, to redeem up to an additional
10 000 shares of such series in each case
at $100.00 per share (together, in each
case, as provided in the Articles of
Incorporation, with an amount, in the
case of each share, computed at the rate
of $15.64 per annum from the date on
which dividends on such share became
cumulative to and including the date of
redemption, less the aggregate of all
dividends theretofore paid thereon); the
right to redeem such additional shares in
each year shall be noncumulative;
(ii) All redemptions pursuant to this
subparagraph (d) shall be made in
accordance with subdivision (12) of
Article VI of the Articles of
Incorporation. Shares of such series
theretofore redeemed or otherwise
acquired by the Corporation which have
not been previously credited against the
mandatory sinking fund requirement set
forth in this subparagraph (d) may, at
the election of the Corporation, be
credited against, and shall to the extent
thereof relieve the Corporation from, the
mandatory sinking fund requirement set
forth in this subparagraph (d); and
(iii) If the Corporation should for any reason
fail to meet the mandatory sinking fund
requirement set forth in this
subparagraph (d), the mandatory sinking
fund requirement for the next year shall
be increased by the amount of the
deficiency, and, so long as any shares of
such series shall remain outstanding, in
no event shall any dividends, whether in
cash or property, be paid or declared, or
any distribution made, on any stock (in
this subdivision called "junior stock")
of the Corporation ranking junior to the
Cumulative Preferred Stock as to
dividends or assets nor shall any shares
of any junior stock be purchased,
redeemed or otherwise acquired for value
by the Corporation or any subsidiary of
the Corporation unless the Corporation
shall have redeemed, pursuant to this
subparagraph (d), the number of shares of
such series required to have been
theretofore redeemed pursuant to
subparagraph (d) (i) hereof (after
adjustment for any credit pursuant to
subparagraph (d)(ii) hereof but without
reference to any provisions of
subparagraph (d)(i) hereof which limits
the requirement to make such redemption),
but a deficiency in meeting the sinking
fund requirements shall have no other
consequences. The provisions of this
subparagraph (d)(iii) shall not, however,
apply to any dividend or distribution
payable or made in any junior stock, or
to any acquisition of shares of any
junior stock in exchange for shares of
any other junior stock;
(e) The amount payable on shares of such series in
the event of a voluntary liquidation,
dissolution or winding up of the affairs of
the Corporation is an amount per share equal
to the then current redemption price thereof
set forth in subparagraph (c) hereof, and in
the case of an involuntary liquidation,
dissolution or winding up of the affairs of
the Corporation is $100.00 per share
(together, in each case, as provided in the
Articles of Incorporation, with an amount, in
the case of each share, computed at the rate
of $15.64 per annum from the date on which
dividends on such share became cumulative to
and including the date fixed for such payment,
less the aggregate of all dividends
theretofore paid thereon); and
(f) The holders of the shares of Cumulative
Preferred Stock of such series shall not have
any right to convert such shares into shares
of stock of the Corporation of any class or of
any series of any class.
Dated: December 11, 1980
THE POTOMAC EDISON COMPANY
BY JOHN ADAMS
Vice President
And by CARROLL E. SUMMERS
Assistant Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland, and having its
registered office in the Commonwealth of Virginia at 20
South Cameron Street, Winchester, Virginia (hereinafter
called the Corporation), hereby certifies to the State
Department of Assessments and Taxation of Maryland and
the State Corporation Commission of the Commonwealth of
Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated April 30, 1980, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized
capital stock of the Corporation is 17 525 000
shares, of which 5 450 000 shares of the par
value of $100 each are Cumulative Preferred
Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or
more series as provided in Article VI hereof)
and 12 075 000 shares without nominal or par
value are Common Stock.
Second: The Board of Directors of the Corporation on
January 8, 1981, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and in the best
interests of the Corporation and directing that it be
submitted for action thereon to the stockholders of the
Corporation.
Third: That by Waiver and Consent in writing dated
the 29th day of May, 1981, Allegheny Power System, Inc.,
the holder of all 10 125 000 outstanding shares of Common
Stock of the Corporation, being all of the shares that
would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 10 125 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 826 081 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the Board of Directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
15 825 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 10 375 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all classes
of stock of the Corporation as increased is 17 525 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 12 075 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other
rights, voting powers, restrictions, limitations as to
dividends, and qualifications, of each class of stock of
the Corporation as increased are as set forth in the
Articles of Incorporation included as part SIXTH of the
Agreement and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President, or one of its Vice Presidents
and its corporate seal to be hereunto affixed and
attested by its Secretary or one of its Assistant
Secretaries on July 20, 1981.
THE POTOMAC EDISON COMPANY
By PAUL M. HORST, JR.
Vice President
(SEAL)
Attest:
W. H. MacMULLEN
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland, and having its
registered office in the Commonwealth of Virginia at
20 South Cameron Street, Winchester, Virginia
(hereinafter called the Corporation), hereby certifies to
the State Department of Assessments and Taxation of
Maryland and the State Corporation Commission of the
Commonwealth of Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated July 20, 1981, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized
capital stock of the Corporation is 18 525 000
shares, of which 5 450 000 shares of the par
value of $100 each are Cumulative Preferred
Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or
more series as provided in Article VI hereof)
and 13 075 000 shares without nominal or par
value are Common Stock.
Second: The Board of Directors of the Corporation on
April 14, 1982, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and in the best
interests of the Corporation and directing that it be
submitted for action thereon to the stockholders of the
Corporation.
Third: That by Waiver and Consent in writing dated
the 11th day of August, 1982, Allegheny Power System,
Inc., the holder of all 11 225 000 outstanding shares of
Common Stock of the Corporation, being all of the shares
that would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 11 225 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 825 331 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the Board of Directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
17 525 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 12 075 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all classes
of stock of the Corporation as increased is 18 525 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 13 075 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other
rights, voting powers, restrictions, limitations as to
dividends, and qualifications, of each class of stock of
the Corporation as increased are as set forth in the
Articles of Incorporation included as part SIXTH of the
Agreement and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President, or one of its Vice Presidents
and its corporate seal to be hereunto affixed and
attested by its Secretary or one of its Assistant
Secretaries on August 12, 1982.
THE POTOMAC EDISON COMPANY
By PAUL M. HORST, JR.
Vice President
(SEAL)
Attest:
W. H. MacMULLEN
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland, and having its
registered office in the Commonwealth of Virginia at
208 South Loudoun Street, Winchester, Virginia
(hereinafter called the Corporation), hereby certifies to
the State Department of Assessments and Taxation of
Maryland and the State Corporation Commission of the
Commonwealth of Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated August 12, 1982, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized capital stock of
the Corporation is 18 850 000 shares, of which 5 450 000
shares of the par value of $100 each are Cumulative
Preferred Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or more series as
provided in Article VI hereof) and 13 400 000 shares
without nominal or par value are Common Stock.
Second: The Board of Directors of the Corporation on
February 7, 1985, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and in the best
interests of the Corporation and directing that it be
submitted for action thereon to the stockholders of the
Corporation.
Third: That by Waiver and Consent in writing dated
June 17, 1985, Allegheny Power System, Inc., the holder
of all 11 775 000 outstanding shares of Common Stock of
the Corporation, being all of the shares that would have
been entitled to vote upon the aforesaid amendment, did
waive the holding of a stockholders meeting for the
purpose of voting upon said amendment and consented and
agreed, by a vote of 11 775 000 shares of said stock, to
the adoption of the aforesaid resolution. The holders of
all 823 831 outstanding shares of Cumulative Preferred
Stock were not entitled to vote on the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the Board of Directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
18 525 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 13 075 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all classes
of stock of the Corporation as increased is 18 850 000
shares, of which 5 450 000 shares of the par value of
$100 each are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and 13 400 000
shares without nominal or par value are Common Stock.
(c) The preferences, conversion and other
rights, voting powers, restrictions, limitations as to
dividends, and qualifications, of each class of stock of
the Corporation as increased are as set forth in the
Articles of Incorporation included as part SIXTH of the
Agreement and Articles of Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President, or one of its Vice Presidents
and its corporate seal to be hereunto affixed and
attested by its Secretary or one of its Assistant
Secretaries on June 20, 1985.
THE POTOMAC EDISON COMPANY
By PAUL M. HORST, JR.
Vice President
(SEAL)
Attest:
W. H. MacMULLEN
Secretary
THE POTOMAC EDISON COMPANY
Articles Supplementary (Maryland)
Articles of Amendment (Virginia)
1. The name of the Corporation is THE POTOMAC EDISON
COMPANY.
2. Pursuant to the provisions of subdivision (1) of
Article VI of the Articles of Incorporation of the
Corporation included as Part SIXTH of the Agreement
and Articles of Merger, dated as of May 31, 1974,
as amended, the Board of Directors of the
Corporation, on September 9, 1986, duly adopted the
following resolution:
RESOLVED that, in accordance with the
provisions of subdivision (1) of Article VI of
the Articles of Incorporation of the
Corporation included as Part SIXTH of the
Agreement and Articles of Merger, dated as of
May 31, 1974, as amended, there is hereby
established a new series of the Cumulative
Preferred Stock as follows:
(a) The designation of such series is the
$7.16 Cumulative Preferred Stock,
Series J, and the number of shares which
shall constitute such series is 300 000;
(b) The annual rate of dividends payable on
shares of such series is $7.16 per share,
and the date from which dividends on all
shares of such series issued prior to the
record date for the first dividend on
shares of such series shall be cumulative
is September 16, 1986;
(c) The shares of such series shall be
subject to redemption by the Corporation,
as a whole or in part, at any time or
from time to time; provided, however,
that before September 1, 1991, no shares
of such series may be redeemed directly
or indirectly with or in anticipation of
(i) moneys borrowed at an interest cost
to the Corporation of less than 7.20% a
year or (ii) the proceeds of preferred
stock sold by the Corporation where the
division of the annual dollar dividend
rate per share of such stock by the price
received by the Corporation per share of
such stock (exclusive of accrued
dividends and after deducting from such
price the amount per share of any
compensation paid by the Corporation for
the sale, underwriting or purchase of
such shares by underwriters or dealers or
others performing similar services)
produces a quotient of less than 7.20%.
The redemption price of shares of such
series, other than shares redeemed
pursuant to subparagraph (d) hereof,
shall be: $107.16 per share, if redeemed
on or before September 1, 1991; $105.37
per share, if redeemed thereafter and on
or before September 1,1996; $103.58 per
share, if redeemed thereafter and on or
before September 1, 2001; $101.79 per
share, if redeemed thereafter and on or
before September 1, 2006; and $100.00
per share, if redeemed after September 1,
2006 (together, in each case, as provided
in the Articles of Incorporation, with an
amount, in the case of each share,
computed at the rate of $7.16 per annum
from the date on which dividends on such
share became cumulative to and including
the date of redemption, less the
aggregate of all dividends theretofore
paid thereon);
(d) Shares of such series shall be entitled to the
benefits of a sinking fund as follows:
(i) So long as any shares of such series are
outstanding, the Corporation shall, as a
sinking fund for the retirement of shares of
such series, redeem, out of funds legally
available therefor, 12,000 shares of such
series on September 1 in each year, commencing
with 1992, in each case at $100.00 per share
(together, in each case, as provided in the
Articles of Incorporation, with an amount, in
the case of each share, computed at the rate
of $7.16 per annum from the date on which
dividends on such share became cumulative to
and including the date of redemption, less the
aggregate of all dividends theretofore paid
thereon). The Corporation shall have the
option also on September 1 in each year,
commencing with 1992, to redeem up to an
additional 12 000 shares of such series in
each case at $100.00 per share (together, in
each case, as provided in the Articles of
Incorporation, with an amount, in the case of
each share, computed at the rate of $7.16 per
annum from the date on which dividends on such
share became cumulative to and including the
date of redemption, less the aggregate of all
dividends theretofore paid thereon); the right
to redeem such additional shares in each year
shall be noncumulative;
(ii) All redemptions pursuant to this
subparagraph (d) shall be made in accordance
with subdivision (12) of Article VI of the
Articles of Incorporation. Shares of such
series theretofore redeemed or otherwise
acquired by the Corporation which have not
been previously credited against the mandatory
sinking fund requirement set forth in this
subparagraph (d) may, at the election of the
Corporation, be credited against, and shall to
the extent thereof relieve the Corporation
from, the mandatory sinking fund requirement
set forth in this subparagraph (d); and
(iii) If the Corporation should for any reason
fail to meet the mandatory sinking fund
requirement set forth in this subparagraph
(d), the mandatory sinking fund requirement
for the next year shall be increased by the
amount of the deficiency, and, so long as any
shares of such series shall remain
outstanding, in no event shall any dividends,
whether in cash or property, be paid or
declared, or any distribution made, on any
stock (in this subdivision called "junior
stock") of the Corporation ranking junior to
the Cumulative Preferred Stock as to dividends
or assets nor shall any shares of any junior
stock be purchased, redeemed or otherwise
acquired for value by the Corporation or any
subsidiary of the Corporation unless the
Corporation shall have redeemed, pursuant to
this subparagraph (d), the number of shares of
such series required to have been theretofore
redeemed pursuant to subparagraph (d)(i)
hereof (after adjustment for any credit
pursuant to subparagraph (d)(ii) hereof but
without reference to any provisions of
subparagraph (d)(i) hereof which limits the
requirement to make such redemption), but a
deficiency in meeting the sinking fund
requirements shall have no other
consequences. The provisions of this
subparagraph (d)(iii) shall not, however,
apply to any dividend or distribution payable
or made in any junior stock, or to any
acquisition of shares of any junior stock in
exchange for shares of any other junior stock;
(e) The amount payable on shares of such series in
the event of a voluntary liquidation,
dissolution or winding up of the affairs of
the Corporation is an amount per share equal
to the then current redemption price thereof
set forth in subparagraph (c) hereof, and in
the case of an involuntary liquidation,
dissolution or winding up of the affairs of
the Corporation is $100.00 per share
(together, in each case, as provided in the
Articles of Incorporation, with an amount, in
the case of each share, computed at the rate
of $7.16 per annum from the date on which
dividends on such share became cumulative to
and including the date fixed for such payment,
less the aggregate of all dividends
theretofore paid thereon); and
(f) The holders of the shares of Cumulative
Preferred Stock of such series shall not have
any right to convert such shares into shares
of stock of the Corporation of any class or of
any series of any class.
Dated: September 9, 1986
THE POTOMAC EDISON COMPANY
By JOHN ADAMS
Vice President
And by CARROLL E. SUMMERS
Assistant Secretary
THE POTOMAC EDISON COMPANY
Articles Supplementary (Maryland)
Articles of Amendment (Virginia)
1. The name of the Corporation is THE POTOMAC EDISON
COMPANY.
2. Pursuant to the provisions of Article I of the
Articles of Incorporation of the Corporation
included as Part SIXTH of the Agreement and
Articles of Merger, dated as of May 31, 1974, as
amended, the Board of Directors of the Corporation
has the power to redeem and reclassify shares of
its Cumulative Preferred Stock.
3. Pursuant to said authority, the Board of Directors
on June 26, 1986 approved the redemption of all the
Corporation's outstanding $15.64 Cumulative
Preferred Stock, Series I, on July 11, 1986.
4. All rights pertaining to the $15.64 Cumulative
Preferred Stock, Series I, are cancelled effective
July 11, 1986.
5. The 250 000 shares redeemed constitute authorized
but unissued shares of the same class, but
undesignated as to series.
Dated: September 30, 1986
THE POTOMAC EDISON COMPANY
By PAUL M. HORST, JR.
Vice President
W. H. MacMULLEN
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on Downsville Pike, Hagerstown, County
of Washington, State of Maryland, and having its
registered office in the Commonwealth of Virginia at
208 South Loudoun Street, Winchester, Virginia
(hereinafter called the Corporation), hereby certifies to
the State Department of Assessments and Taxation of
Maryland and the State Corporation Commission of the
Commonwealth of Virginia, that:
First: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated June 20, 1985, of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized
capital stock of the Corporation is 21 450 000
shares, of which 5 450 000 shares of the par
value of $100 each are Cumulative Preferred
Stock (amounting in the aggregate to
$545 000 000 par value, issuable in one or
more series as provided in Article VI hereof)
and 16 000 000 shares without nominal or par
value are Common Stock.
Second: The Board of Directors of the Corporation on
June 4, 1987, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and in the best
interests of the Corporation and directing that it be
submitted for action thereon to the stockholders of the
Corporation.
Third: That by Waiver and Consent in writing dated
the 23rd day of November, 1987, Allegheny Power System,
Inc., the holder of all 13 385 000 outstanding shares of
Common Stock of the Corporation, being all of the shares
that would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 13 385 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 872 310 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
Fourth: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the Board of Directors and approved and
adopted by the stockholders of the Corporation.
Fifth: (a) The total number of shares of all classes
of stock of the Corporation heretofore authorized was
18 850 000 shares, of which 5 450 000 of the par value of
$100 each were Cumulative Preferred Stock amounting in
the aggregate to $545 000 000 par value) and 13 400 000
shares without nominal or par value were Common Stock.
(b) The total number of shares of all
classes of stock of the Corporation as
increased is 21 450 000 shares, of which
5 450 000 shares of the par value of $100 each
are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and
16 000 000 shares without nominal or par value
are Common Stock.
(c) The preferences, conversion and
other rights, voting powers, restrictions,
limitations as to dividends, and
qualifications, of each class of stock of the
Corporation as increased are as set forth in
the Articles of Incorporation included as
part SIXTH of the Agreement and Articles of
Merger dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President or one of its Vice Presidents and
its corporate seal to be hereunto affixed and attested by
its Secretary or one of its Assistant Secretaries on
December 7, 1987.
THE POTOMAC EDISON COMPANY
By PAUL M. HORST, JR.
Vice President
(SEAL)
Attest:
W. H. MacMULLEN
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and Virginia
corporation having its principal office on Downsville
Pike, Hagerstown, Washington County, Maryland and having
its registered office in the Commonwealth of Virginia at
208 South Loudoun Street, Winchester, Virginia
(hereinafter called "the Corporation"), hereby certifies
to the State Department of Assessments and Taxation of
Maryland and the State Corporation Commission of the
Commonwealth of Virginia that:
FIRST: The Charter of the Corporation is hereby
amended by adding a new Article IX to the Articles
of Incorporation included as part SIXTH of the
Agreement and Articles of Merger dated May 31,
1974:
IX.
No director or officer of the Corporation
shall be liable to the Corporation or its
stockholders for monetary damages for
breach of fiduciary duty as a director or
officer, provided that the foregoing
shall not eliminate or limit liability of
a director or officer (i) to the extent
that it is proved that the person
actually received an improper benefit or
profit in money, property or services,
for the amount of the benefit or profit
in money, property, or services actually
received; or (ii) to the extent that a
judgment or final adjudication adverse to
the person is entered in a proceeding
based on a finding in the proceeding that
the person's action or failure to act,
was the result of active and deliberate
dishonesty and was material to the cause
of action adjudicated in the proceeding;
or (iii) if the officer or director
engaged in willful misconduct or a
knowing violation of the criminal law or
of any federal or state securities law.
SECOND: The Board of Directors of the Corporation
on April 7, 1988, at a meeting duly convened and
held, adopted a resolution in which was set forth
the foregoing amendment to the Charter, declaring
that the said amendment of the Charter was
advisable and in the best interests of the
Corporation and directing that it be submitted for
action thereon to the stockholders of the
Corporation.
THIRD: That by Waiver of Notice and Consent in
writing dated the 20th day of January, 1989,
Allegheny Power System, Inc., the holder of all
13 385 000 outstanding shares of Common Stock of
the Corporation, being all of the shares entitled
to vote upon the aforesaid amendment, did waive the
holdings of a stockholder's meeting for the purpose
of voting upon said amendment and consented and
agreed, by a vote of 13 385 000 shares of said
stock, to the adoption of the aforesaid resolution.
The holders of all 870 830 outstanding shares of
Cumulative Preferred Stock received notice of the
foregoing amendment to the Charter but were not
entitled to vote on the amendment.
FOURTH: The amendment of the Charter of the
Corporation as hereinabove set forth has been duly
advised by the Board of Directors and approved and
adopted by the stockholders of the Corporation.
IN WITNESS WHEREOF, The Potomac Edison Company has
caused these presents to be signed in its name and on its
behalf by one of its Vice Presidents and its corporate
seal to be hereunto affixed and attested by its Secretary
or one of its Assistant Secretaries on this 23rd day of
January, 1989 and its Vice President acknowledges that
these Articles of Amendment are the act and deed of The
Potomac Edison Company and, under the penalties of
perjury, that the matters and facts set forth herein with
respect to authorization and approval are true in all
material respects to the best of his knowledge,
information and belief.
THE POTOMAC EDISON COMPANY
By: J. D. LATIMER
J. D. Latimer, Vice President
(SEAL)
Attest:
W. H. MacMULLEN
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a Virginia
corporation having its principal office in the State of
Maryland on 10435 Downsville Pike, Hagerstown, County of
Washington, State of Maryland, and having its registered
office in the Commonwealth of Virginia at 208 South
Loudoun Street, Winchester, Virginia (hereinafter called
the Corporation), hereby certifies to the State
Department of Assessments and Taxation of Maryland and
the State Corporation Commission of the Commonwealth of
Virginia, that:
FIRST: The charter of the Corporation is hereby
amended by striking out Article V, as amended
by Articles of Amendment dated December 7,
1987, of the Articles of Incorporation
included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and
inserting in lieu thereof the following:
V.
The total amount of the authorized capital stock of
the Corporation is 25 450 000 shares, of which
5 450 000 shares of the par value of $100 each are
Cumulative Preferred Stock (amounting in the
aggregate to $545 000 000 par value, issuable in
one or more series as provided in Article VI
hereof) and 20 000 000 shares without nominal or
par value are Common Stock.
SECOND: The Board of Directors of the Corporation on
November 7, 1991, at a meeting duly convened
and held, adopted a resolution in which was
set forth the foregoing amendment to the
charter, declaring that the said amendment of
the charter was advisable and in the best
interests of the Corporation and directing
that it be submitted for action thereon to the
stockholders of the Corporation.
THIRD: That by Waiver and Consent in writing dated
the 20th day of February, 1992, Allegheny
Power System, Inc., the holder of all
15 885 000 outstanding shares of Common Stock
of the Corporation, being all of the shares
that would have been entitled to vote upon the
aforesaid amendment, did waive the holding of
a stockholders meeting for the purpose of
voting upon said amendment and consented and
agreed, by a vote of 15 885 000 shares of said
stock, to the adoption of the aforesaid
resolution. The holders of all 868 580
outstanding shares of Cumulative Preferred
Stock were not entitled to vote on the
amendment.
FOURTH: The amendment of the charter of the
Corporation as hereinabove set forth has been
duly advised by the Board of Directors and
approved and adopted by the stockholders of
the Corporation.
FIFTH: (a) The total number of shares of all classes
of stock of the Corporation heretofore
authorized was 21 450 000 shares, of
which 5 450 000 of the par value of $100
each were Cumulative Preferred Stock
(amounting in the aggregate to
$545 000 000 par value) and 16 000 000
shares without nominal or par value were
Common Stock.
(b) The total number of shares of all classes
of stock of the Corporation as increased
is 25 450 000 shares, of which 5 450 000
shares of the par value of $100 each are
Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value)
and 20 000 000 shares without nominal or
par value are Common Stock.
(c) The preferences, conversion and other
rights, voting powers, restrictions,
limitations as to dividends, and
qualifications, of each class of stock of
the Corporation as increased are as set
forth in the Articles of Incorporation
included as part SIXTH of the Agreement
and Articles of Merger dated May 31,
1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has caused
these presents to be signed in its name and on its behalf
by its President or one of its Vice Presidents and its
corporate seal to be hereunto affixed and attested by its
Secretary or one of its Assistant Secretaries on
March 18, 1992.
THE POTOMAC EDISON COMPANY
(SEAL) By ROBERT B. MURDOCK
Vice President
Attest:
DALE F. ZIMMERMAN
Secretary
THE POTOMAC EDISON COMPANY
ARTICLES OF AMENDMENT
The Potomac Edison Company, a Maryland and a
Virginia corporation having its principal office in the
State of Maryland on 10435 Downsville Pike, Hagerstown,
County of Washington, State of Maryland, and having its
registered office in the Commonwealth of Virginia at
208 South Loudoun Street, Winchester, Virginia
(hereinafter called the Corporation), hereby certifies to
the State Department of Assessments and Taxation of
Maryland and the State Corporation Commission of the
Commonwealth of Virginia, that:
FIRST: The charter of the Corporation is hereby
amended by striking out Article V, as amended by Articles
of Amendment dated March 18, 1992 of the Articles of
Incorporation included as part SIXTH of the Agreement and
Articles of Merger dated May 31, 1974, and inserting in
lieu thereof the following:
V.
The total amount of the authorized capital stock of
the Corporation is 28 450 000 shares, of which
5 450 000 shares of the par value of $100 each are
Cumulative Preferred Stock (amounting in the
aggregate to $545 000 000 par value, issuable in
one or more series as provided in Article VI
hereof) and 23 000 000 shares without nominal or
par value are Common Stock.
SECOND: The Board of Directors of the Corporation
on November 5, 1992, at a meeting duly convened and held,
adopted a resolution in which was set forth the foregoing
amendment to the charter, declaring that the said
amendment of the charter was advisable and in the best
interests of the Corporation and directing that it be
submitted for action thereon to the stockholders of the
Corporation.
THIRD: That by Waiver and Consent in writing dated
the 21st day of December, 1992, Allegheny Power System,
Inc., the holder of all 19 885 000 outstanding shares of
Common Stock of the Corporation, being all of the shares
that would have been entitled to vote upon the aforesaid
amendment, did waive the holding of a stockholders
meeting for the purpose of voting upon said amendment and
consented and agreed, by a vote of 19 885 000 shares of
said stock, to the adoption of the aforesaid resolution.
The holders of all 656 580 outstanding shares of
Cumulative Preferred Stock were not entitled to vote on
the amendment.
FOURTH: The amendment of the charter of the
Corporation as hereinabove set forth has been duly
advised by the Board of Directors and approved and
adopted by the stockholders of the Corporation.
FIFTH: (a) The total number of shares of all
classes of stock of the Corporation heretofore authorized
was 25 450 000 shares, of which 5 450 000 of the par
value of $100 each were Cumulative Preferred Stock
(amounting in the aggregate to $545 000 000 par value)
and 20 000 000 shares without nominal or par value were
Common Stock.
(b) The total number of shares of all
classes of stock of the Corporation as
increased is 28 450 000 shares, of which
5 450 000 shares of the par value of $100 each
are Cumulative Preferred Stock (amounting in
the aggregate to $545 000 000 par value) and
23 000 000 shares without nominal or par value
are Common Stock.
(c) The preferences, conversion and other
rights, voting powers, restrictions, limitations as
to dividends, and qualifications, of each class of
stock of the Corporation as increased are as set
forth in the Articles of Incorporation included as
part SIXTH of the Agreement and Articles of Merger
dated May 31, 1974.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its President or one of its Vice Presidents and
its corporate seal to be hereunto affixed and attested
by its Secretary or one of its Assistant Secretaries on
December 29, 1992.
THE POTOMAC EDISON COMPANY
By: J. D. LATIMER
Vice President
(SEAL)
Attest:
DALE. F. ZIMMERMAN
Secretary
THE POTOMAC EDISON COMPANY
Articles Supplementary (Maryland)
Articles of Amendment (Virginia)
1. The name of the corporation is The Potomac Edison
Company.
2. Pursuant to the provisions of Article I of the
Articles of Incorporation of the corporation
included as Part Sixth of the Agreement and
Articles of Merger, dated as of May 31, 1974, as
amended, the Board of Directors of the Corporations
has the power to redeem and reclassify shares of
its Cumulative Preferred Stock.
3. Pursuant to said authority, the Board of Directors
on September 10, 1992, approved the redemption of
all the corporation's outstanding $9.40 Cumulative
Preferred Stock, Series E, on November 20, 1992.
4. All rights to the $9.40 Cumulative Preferred Stock,
Series E, are cancelled effective November 20,
1992.
5. The 50 000 shares redeemed constitute authorized
but unissued shares of the same class, but
undesignated as to series.
Dated: December 29, 1992
THE POTOMAC EDISON COMPANY
By: J. D. LATIMER
Vice President
DALE F. ZIMMERMAN
Secretary
THE POTOMAC EDISON COMPANY
Articles Supplemental (Maryland)
Articles of Amendment (Virginia)
1. The name of the corporation is The Potomac Edison
Company.
2. Pursuant to the provisions of Article I of the
Articles of Incorporation of the corporation
included as Part Sixth of the Agreement and
Articles of Merger, dated as of May 31, 1974, as
amended, the Board of Directors of the Corporations
has the power to redeem and reclassify shares of
its Cumulative Preferred Stock.
3. Pursuant to said authority, the Board of Directors
on September 10, 1992, approved the redemption of
all the corporation's outstanding $9.64 Cumulative
Preferred Stock, Series H, on November 20, 1992.
4. All rights to the $9.64 Cumulative Preferred Stock,
Series H, are cancelled effective November 20,
1992.
5. The 150 000 shares redeemed constitute authorized
but unissued shares of the same class, but
undesignated as to series.
Dated: December 29, 1992
THE POTOMAC EDISON COMPANY
BY: J. D. LATIMER
Vice President
DALE F. ZIMMERMAN
Secretary
THE POTOMAC EDISON COMPANY
Articles Supplementary (Maryland)
Articles of Amendment (Virginia)
The Potomac Edison Company, a Maryland and Virginia
corporation, having its principal office at 10435
Downsville Pike, Hagerstown, Maryland 21740 (hereinafter
referred to as the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of
Maryland and the Virginia State Corporation Commission
that:
First: The name of the corporation is The
Potomac Edison Company.
Second: Pursuant to the provisions of Article VI
of the Articles of Incorporation of the Corporation
included as Part SIXTH of the Agreement and
Articles of Merger, dated as of May 31, 1974, as
amended, the Board of Directors of the Corporation
has authorized and acquired:
a) 25 954 shares of 4.70% Cumulative Preferred
Stock, Series B through its purchase fund; and
b) 24 000 shares of $7.16 Cumulative Preferred
Stock, Series J through its mandatory sinking fund.
By the terms of Article VI of the Articles of
Incorporation of the Corporation, said shares of
Cumulative Preferred Stock may not be reissued.
Third: The number of authorized shares of the
corporation remaining after the acquisition of the
outstanding shares, itemized by class and series is as
follows:
a) 23 000 000 shares of Common Stock without
nominal or par value;
b) 5 400 046 shares of Cumulative Preferred Stock,
$100 par value consisting of the following series:
1. 63 784 shares of 3.60% Cumulative
Preferred Stock;
2. 100 000 shares of $5.88 Cumulative
Preferred Stock, Series C;
3. 50 000 shares of $7.00 Cumulative
Preferred Stock, Series D;
4. 50 000 shares of $8.32 Cumulative
Preferred Stock, Series F;
5. 100 000 shares of $8.00 Cumulative
Preferred Stock, Series G;
6. 276 000 shares of $7.16 Cumulative
Preferred Stock, Series J; and
7. 4 760 262 shares of undesignated preferred
stock.
Fourth: No amendment to the charter is effected by
the articles supplementary filed in Maryland, their sole
purpose being to record the reduction of authorized
shares resulting from the acquisition of shares that by
the terms of the charter may not be reissued.
Fifth: The reduction in the number of authorized
shares has heretofore been authorized by the Board of
Directors of the Corporation and the Board of Directors
at their meeting on November 3, 1993 duly advised the
adoption of the foregoing articles supplementary and
articles of amendment.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its Vice President and its corporate seal to be
hereunder affixed and attested by its Secretary on this
4th day of November, 1993, and its Vice President
acknowledges that these articles supplementary and
articles of amendment are the act and deed of THE POTOMAC
EDISON COMPANY and, under the penalties of perjury, that
the matters and facts set forth herein are true in all
material respects to the best of his knowledge,
information and belief.
The Potomac Edison Company
By: J. D. LATIMER
James D. Latimer
Vice President
Attest:
DALE F. ZIMMERMAN
Dale F. Zimmerman
Secretary
THE POTOMAC EDISON COMPANY
Articles Supplementary (Maryland)
Articles of Amendment (Virginia)
The Potomac Edison Company, a Maryland and Virginia
corporation, having its principal office at 10435
Downsville Pike, Hagerstown, Maryland 21740 (hereinafter
referred to as the "Corporation"), hereby certifies to
the State Department of Assessments and Taxation of
Maryland and the Virginia State Corporation Commission
that:
First: The name of the corporation is The Potomac
Edison Company.
Second: Pursuant to the provisions of Article VI
of the Articles of Incorporation of the Corporation
included as Part SIXTH of the Agreement and Articles of
Merger, dated as of May 31, 1974, as amended, the Board
of Directors of the Corporation has authorized and
acquired 12 000 shares of $7.16 Cumulative Preferred
Stock, Series J through its mandatory sinking fund.
By the terms of Article VI of the Articles of
Incorporation of the Corporation, said shares of
Cumulative Preferred Stock may not be reissued.
Third: The number of authorized shares of the
corporation remaining after the acquisition of the
outstanding shares, itemized by class and series is as
follows:
a) 23 000 000 shares of Common Stock without
nominal or par value;
b) 5 388 046 shares of Cumulative Preferred Stock,
$100 par value consisting of the following series:
1. 63 784 shares of 3.60% Cumulative
Preferred Stock;
2. 100 000 shares of $5.88 Cumulative
Preferred Stock, Series C;
3. 50 000 shares of $7.00 Cumulative
Preferred Stock, Series D;
4. 50 000 shares of $8.32 Cumulative
Preferred Stock, Series F;
5. 100 000 shares of $8.00 Cumulative
Preferred Stock, Series G;
6. 264 000 shares of $7.16 Cumulative
Preferred Stock, Series J; and
7. 4 760 262 shares of undesignated preferred
stock.
Fourth: No amendment to the charter is effected by
the articles supplementary filed in Maryland, their sole
purpose being to record the reduction of authorized
shares resulting from the acquisition of shares that by
the terms of the charter may not be reissued.
Fifth: The reduction in the number of authorized
shares has heretofore been authorized by the Board of
Directors of the Corporation and the Board of Directors
at their meeting on September 8, 1994 duly advised the
adoption of the foregoing articles supplementary and
articles of amendment.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its Vice President and its corporate seal to be
hereunder affixed and attested by its Secretary on this
5th day of October, 1994, and its Vice President
acknowledges that these articles supplementary and
articles of amendment are the act and deed of THE POTOMAC
EDISON COMPANY and, under the penalties of perjury, that
the matters and facts set forth herein are true in all
material respects to the best of his knowledge,
information and belief.
The Potomac Edison Company
By: ROBERT B. MURDOCK
Robert B. Murdock, Vice
President
Attest:
DALE F. ZIMMERMAN
Dale F. Zimmerman, Secretary
THE POTOMAC EDISON COMPANY
Articles Supplementary (Maryland)
Articles of Amendment (Virginia)
The Potomac Edison Company, a Maryland and Virginia
corporation, having its principal office at 10435
Downsville Pike, Hagerstown, Maryland 21740-1766
(hereinafter referred to as the "Corporation"), hereby
certifies to the State Department of Assessments and
Taxation of Maryland and the Virginia State Corporation
Commission that:
First: The name of the corporation is The Potomac
Edison Company.
Second: Pursuant to the provisions of Article VI
of the Articles of Incorporation of the Corporation
included as Part SIXTH of the Agreement and Articles of
Merger, dated as of May 31, 1974, as amended, the Board
of Directors of the Corporation has authorized and the
Corporation has acquired:
a) 50 000 shares of $7.00 Cumulative Preferred
Stock, Series D;
b) 50 000 shares of $8.32 Cumulative Preferred
Stock, Series F;
c) 100 000 shares of $8.00 Cumulative Preferred
Stock, Series G; and
d) 254 565 shares of $7.16 Cumulative Preferred
Stock, Series J.
The shares so acquired will be treated as authorized and
undesignated shares of the Corporation's preferred stock.
Third: The number of authorized shares of the
corporation remaining after the acquisition of the
outstanding shares, itemized by class and series is as
follows:
a) 23 000 000 shares of Common Stock without
nominal or par value;
b) 5 388 046 shares of Cumulative Preferred Stock,
$100 par value consisting of the following series:
1. 63 784 shares of 3.60% Cumulative
Preferred Stock;
2. 100 000 shares of $5.88 Cumulative
Preferred Stock, Series C;
3. 9 435 shares of $7.16 Cumulative Preferred
Stock, Series J; and
4. 5 214 827 shares of undesignated preferred
stock.
Fourth: The increase in the number of undesignated
shares has heretofore been authorized by the Board of
Directors of the Corporation and the Board of Directors
at their meeting on May 11, 1995 duly advised the
adoption of the foregoing Articles Supplementary and
Articles of Amendment.
Fifth: That by Waiver and Consent in writing
dated the 14th day of September, 1995, Allegheny Power
System, Inc., the holder of all 22,385,000 outstanding
shares of common stock of the Corporation, being all of
the shares that would have been entitled to vote upon the
aforesaid amendment, did waive the holding of a
stockholders meeting for the purpose of voting upon said
amendment and consented and agreed by a vote of
22 385 000 shares of said stock, to the adoption of the
aforesaid resolution. The holders of all 173 219
outstanding shares of Cumulative Preferred Stock were not
entitled to vote on the amendment.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its Vice President and its corporate seal to be
hereunder affixed and attested by its Assistant Secretary
on this 20th day of October, 1995, and its Vice President
acknowledges that these Articles Supplementary and
Articles of Amendment are the act and deed of THE POTOMAC
EDISON COMPANY and, under the penalties of perjury, that
the matters and facts set forth herein are true in all
material respects to the best of his knowledge,
information and belief.
THE POTOMAC EDISON COMPANY
By: R. A. ROSCHLI
R. A. Roschli, Vice President
Attest:
EUGENE W. McCAULEY, JR.
Eugene W. McCauley, Jr.
Assistant Secretary
THE POTOMAC EDISON COMPANY
Articles Supplementary (Maryland)
Articles of Amendment (Virginia)
The Potomac Edison Company, a Maryland and Virginia
corporation, having its principal office at 10435
Downsville Pike, Hagerstown, Maryland 21740-1766
(hereinafter referred to as the "Corporation"), hereby
certifies to the State Department of Assessments and
Taxation of Maryland and the Virginia State Corporation
Commission that:
First: The name of the corporation is The Potomac
Edison Company.
Second: Pursuant to the provisions of Article VI
of the Articles of Incorporation of the Corporation
included as Part SIXTH of the Agreement and Articles of
Merger, dated as of May 31, 1974, as amended, the Board
of Directors of the Corporation has authorized and the
Corporation has acquired 9,435 shares of $7.16 Cumulative
Preferred Stock, Series J through its mandatory sinking
fund.
By the terms of Article VI of the Articles of
Incorporation, said shares of cumulative preferred stock
may not be reissued.
Third: The number of authorized shares of the
corporation remaining after the acquisition of the
outstanding shares, itemized by class and series is as
follows:
a) 23 000 000 shares of Common Stock without
nominal or par value;
b) 5 378 611 shares of Cumulative Preferred Stock,
$100 par value consisting of the following series:
1. 63 784 shares of 3.60% Cumulative
Preferred Stock;
2. 100 000 shares of $5.88 Cumulative
Preferred Stock, Series C; and
3. 5 214 827 shares of undesignated preferred
stock.
Fourth: No amendment to the charter is effected by
the articles supplementary filed in Maryland, their sole
purpose being to record the reduction of authorized
shares resulting from the acquisition of shares that by
the terms of the charter may be reissued.
Fifth: The reduction in the number of authorized
shares has heretofore been authorized by the Board of
Directors of the Corporation and the Board of Directors
at their meeting on October 5, 1995 duly advised the
adoption of the foregoing Articles Supplementary and
Articles of Amendment.
Sixth: That by Waiver and Consent in writing
dated the 23rd day of October, 1995, Allegheny Power
System, Inc., the holder of all 22,385,000 outstanding
shares of common stock of the Corporation, being all of
the shares that would have been entitled to vote upon the
aforesaid amendment, did waive the holding of a
stockholders meeting for the purpose of voting upon said
amendment and consented and agreed by a vote of
22 385 000 shares of said stock, to the adoption of the
aforesaid resolution. The holders of all 163 784
outstanding shares of Cumulative Preferred Stock were not
entitled to vote on the amendment.
IN WITNESS WHEREOF, THE POTOMAC EDISON COMPANY has
caused these presents to be signed in its name and on its
behalf by its Vice President and its corporate seal to be
hereunder affixed and attested by its Assistant Secretary
on this 23rd day of October, 1995, and its Vice President
acknowledges that these Articles Supplementary and
Articles of Amendment are the act and deed of THE POTOMAC
EDISON COMPANY and, under the penalties of perjury, that
the matters and facts set forth herein are true in all
material respects to the best of his knowledge,
information and belief.
THE POTOMAC EDISON COMPANY
BY: R. A. ROSCHLI
R. A. Roschli
Vice President
Attest:
D. F. ZIMMERMAN
Dale F. Zimmerman
Secretary