EXHIBIT 3.3
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF PREFERENCE STOCK (CUMULATIVE), $1.82 SERIES,
WITHOUT PAR VALUE, OF
SAN DIEGO GAS & ELECTRIC COMPANY
MALYN K. MALQUIST and CONSTANCE K. GOATES certify that:
1. They are the Vice President of Finance and Treasurer, and the
Assistant Secretary, respectively, of San Diego Gas & Electric Company, a
California corporation.
2. The Executive Committee of the Board of Directors duly adopted the
following resolutions:
NOW, THEREFORE, BE IT RESOLVED, that Six Hundred Forty Thousand
(640,000) shares of this Corporation's unissued Preference Stock
(Cumulative), without par value, shall constitute a series designated
"Preference Stock (Cumulative), $1.82 Series, Without Par Value"
(referred to hereinafter as the "$1.82 Series Preference Stock"), and
having the rights, preferences, privileges and restrictions as follows:
SECTION I.
DIVIDEND RATE, LIQUIDATION PREFERENCES
1.1 DIVIDEND RATE. The holders of the $1.82 Series Preference
Stock shall be entitled to receive cumulative dividends at the rate of
$.455 per share per quarterly period from the date on which each
respective share of the $1.82 Series Preference Stock is originally
issued. The first such dividends shall be payable on January 15, 1994
for the period commencing on the date of original issuance of the $1.82
Series Preference Stock and ending on said January 15, and thereafter
quarterly on the fifteenth day of January, April, July and October in
each year.
1.2 PRO-RATA DIVIDENDS. The Corporation shall not declare or pay
any dividend on any shares of the $1.82 Series Preference Stock or on
any shares of any other series of Preference Stock (Cumulative) or
Cumulative Preferred Stock of the Corporation (together, the "Preferred
Stock") which ranks on a parity with the $1.82 Series Preference Stock
for any quarterly dividend period unless the Corporation shall declare
and pay or set apart for payment a ratable dividend on the $1.82 Series
Preference Stock and such parity Preferred Stock in proportion to the
full preferential amounts to which each such series is entitled.
1.3 LIQUIDATION PREFERENCES. In the event of any liquidation,
dissolution or winding-up of the Corporation, the holders of the
$1.82 Series Preference Stock shall be entitled to receive out of the
assets of the Corporation available for distribution to shareholders,
before any distribution of the assets shall be made to the holders of
the Common Stock or any other class or series of stock ranking as to
dividends or assets junior to the $1.82 Series Preference Stock, $25.00
per share, plus an amount equal to the dividends accrued and unpaid
thereon, whether or not declared, to the date fixed for payment.
1.4 PRO-RATA DISTRIBUTION. If upon any liquidation, dissolution
or winding-up of the Corporation, the amounts payable with respect to
the $1.82 Series Preference Stock and any other series of Preferred
Stock of the Corporation which ranks on a parity with the $1.82 Series
Preference Stock are not paid in full, the holders of the $1.82 Series
Preference Stock and such parity Preferred Stock shall share ratably
in any distribution of assets in proportion to the full preferential
amounts to which they are entitled.
SECTION 2
REDEMPTION
2.1 OPTIONAL REDEMPTION. The $1.82 Series Preference stock
shall not be redeemable prior to November 15, 1998. Thereafter, the
$1.82 Series Preference Stock shall be redeemable, at the option of
the Corporation, at any time as a whole, or from time to time in
part, at $26.00 per share, plus in each case an amount equal to
dividends accrued and unpaid thereon to the redemption date.
2.2 GENERAL. At least 30 (but not more than 60) days' previous
notice of every redemption of the $1.82 Series Preference Stock
pursuant to section 2.1 shall be mailed, addressed to the holders of
record of the shares to be redeemed at their respective addresses, as
the same shall appear on the books of the Corporation, or in any case
where no such address shall appear, then addressed to such
shareholder at the principal office of the Corporation, but the
failure to mail such notice as aforesaid shall not invalidate the
redemption of the shares so redeemed. The particular shares of $1.82
Series Preference Stock to be redeemed by reason of section 2.1 shall
be selected pro-rata in proportion to the number of shares of $1.82
Series Preference Stock held by such holder; provided that any
fractional share that would otherwise be redeemed by virtue of any
pro-rata redemption shall be rounded to the nearest whole share.
SECTION 3.
MISCELLANEOUS PROVISIONS
3.1 RANKING. The $1.82 Series Preference Stock shall rank
equally with all series of the Cumulative Preferred Stock ($20 par
value) and all series of Preference Stock (Cumulative) of the
Corporation with respect to priority in the payment of dividends,
mandatory redemptions, and in the distribution of assets upon any
liquidation, whether voluntary or involuntary.
3.2 RESTRICTIONS ON DIVIDEND RIGHTS AND ACQUISITIONS OF OTHER
STOCK. So long as any of the $1.82 Series Preference Stock is
outstanding, the Corporation shall not declare or pay any dividend
on or make any distribution of property with respect to any of the
Common Stock or on any other stock of the Corporation having rights
or preferences as to dividends or assets junior to the rights and
preferences of the $1.82 Series Preference Stock, or redeem,
purchase or otherwise acquire any such stock or any stock on a
parity with the $1.82 Series Preference Stock for value unless in
each case full cumulative dividends on the $1.82 Series Preference
Stock then due and payable shall have been declared and paid or a
sum in cash sufficient for the payment thereof set apart for
payment.
3.3 STATUS OF REDEEMED OR REACQUIRED SHARES. All shares of
$1.82 Series Preference Stock redeemed or otherwise reacquired by
the Corporation shall not be reissued or otherwise disposed of as
part of the series created hereby but shall be retired and restored
to the status of authorized but unissued shares of Preference Stock
(Cumulative).
3.4 NO CONVERSION RIGHTS. No $1.82 Series Preference Stock
shall be convertible into or exchangeable for other securities of
the Corporation.
3.5 VOTING RIGHTS. The holders of the $1.82 Series Preference
Stock shall have the voting rights set forth with respect to the
Corporation's Preference Stock (Cumulative) in the Restated Articles
of Incorporation of the Corporation.
3.6 INCORPORATION BY REFERENCE. The rights, preferences,
privileges and restrictions expressly set forth in the Corporation's
Restated Articles of Incorporation, as amended, with respect to
Preference Stock (Cumulative) are hereby incorporated by this
reference.
3. The total number of shares of Preference Stock (Cumulative) which
this corporation is authorized to issue is 10,000,000 and the total
number of shares constituting the series designated "Preference Stock
(Cumulative), $1.82 Series, Without Par Value" is 640,000, and none of
the shares of said series have been issued.
We further declare under penalty of perjury under the laws of the State
of California that we have read the foregoing Certificate and know the
contents thereof and that the same is true and correct of our own knowledge.
Date: November 15, 1993 _____________________________________
Malyn K. Malquist, Vice President of Finance and
Treasurer of San Diego Gas & Electric Company
Date: November 15, 1993 ______________________________________
Constance K. Goates, Assistant Secretary of San
Diego Gas & Electric Company