Exhibit 3.01
SOUTH CAROLINA ELECTRIC & GAS COMPANY
RESTATED ARTICLES OF INCORPORATION
TABLE OF CONTENTS
(This Table of Contents is not part of the Restated Articles of
Incorporation and has been inserted herein for convenience only. Nothing
contained in this Table of Contents shall be deemed to affect the meaning or
construction of any of the provisions contained in the Restated Articles of
Incorporation.)
Page
RECITAL 1
ARTICLE I
Name of Company 2
ARTICLE II
Perpetual existence, rights, powers and liabilities under laws
of South Carolina 3
ARTICLE III
Principal place of business 3
ARTICLE IV
General powers clauses 3
ARTICLE V
Number of shares authorized 5
Classes of series of shares
A. Seniority of Preferred Stock 6
B. Preferred Stock
1. Issuable in Series 6
2. Terms of Preferred Stock which may vary among series 6
3. Relative rights and preferences 6
C. Dividends on Preferred Stock
1. Dividend rates 7
2. Ratable dividend payments 9
3. Restrictions on payment of dividends on Common Stock 9
4. Definitions:
"dividends" 10
"Common Stock Equity" 10
"Total Capitalization" 11
"Net Income of Company available for dividends on Common
Stock" 11
5. Consolidated subsidiaries 11
6. Reserves 11
D. Amounts payable upon liquidation, whether voluntary or involuntary 12
1. Purchase Fund for 4.60% Cumulative Preferred Stock 13
2. Purchase Fund for 4.50% Cumulative Preferred Stock 14
3. Purchase Fund for 4.60% (Series A) Cumulative Preferred Stock 16
4. Purchase Fund for 5.125% Cumulative Preferred Stock 18
5. Purchase Fund for 4.60% (Series B) Cumulative Preferred Stock 19
6. Purchase Fund for 6% Cumulative Preferred Stock 21
7. Sinking Fund for 9.40% Cumulative Preferred Stock 23
8. Sinking Fund for 8.12% Cumulative Preferred Stock 23
9. Sinking Fund for 7.70% Cumulative Preferred Stock 24
10. Sinking Fund for 8.72% Cumulative Preferred Stock 24
E. Redemption provisions relating to Preferred Stock 25
F. Voting Powers 27
G. Required consent or vote of Preferred Stock to:
1. (a) Create or issue shares of stock ranking equally or prior
to the Preferred Stock or increase authorized
Preferred Stock 28
(b) Amend charter affecting preferences, voting powers,
restrictions and qualifications 28
2. Consolidations, mergers or sales of assets 30
3. Issuance of unsecured indebtedness; exceptions and limitations 30
H. Holders of Preferred Stock not entitled to preemptive right to
purchase any capital stock or securities convertible into capital
stock 31
I. Holders of Common Stock not entitled to preemptive right to
purchase Shares of Common Stock, options or rights of
securities convertible into Common Stock 31
ARTICLE VI
Number of directors required 31
EXHIBIT A 33
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
RESTATED ARTICLES OF INCORPORATION
Pursuant to Authority of Section 33-10-107 of the South Carolina Business
Corporation Act of 1988, the undersigned Corporation adopts the following
Restated Articles of Incorporation:
1. The name of the Corporation is SOUTH CAROLINA ELECTRIC & GAS COMPANY.
2. The Registered Office of the Corporation is Palmetto Center, 1426 Main
Street in the City of Columbia, County of Richland and the State of
South Carolina and the name of the Registered Agent at such address is
A. H.
Gibbes.
3. At a meeting thereof duly called and held on November 24, 1965, the
Board of Directors of SOUTH CAROLINA ELECTRIC & GAS COMPANY (hereinafter
sometimes referred to as the "Corporation" or the "Company") authorized the
adoption of a restatement of the Articles of Incorporation of the Corporation so
as to integrate into a single document the text of the Agreement of
Consolidation, dated June 29, 1943, between the Corporation (sometimes
hereinafter referred to as "South Carolina Company") and Lexington Water Power
Company (sometimes hereinafter referred to as "Lexington"), together with all
amendments thereto theretofore adopted, all as provided in Section 9.8 of the
South Carolina Business Corporation Act of 1962 (12-19.8 Supplement Code 1962)
and such Restated Articles of Incorporation, dated November 24, 1965, were filed
with the Secretary of State of South Carolina on November 24, 1965, and
thereupon became the Articles of Incorporation of the Corporation.
4. At a meeting thereof duly called and held on May 27, 1966, the
Board of Directors of the Corporation authorized the adoption of a
restatement of the Articles of Incorporation of the Corporation so
as to integrate into a single document the text of the Restated
Articles of Incorporation, dated November 24, 1965, together with
all amendments thereto theretofore adopted, all as provided in
Section 9.8 of the South Carolina Business Corporation Act of 1962
(12-19.8 Supplement to the South Carolina Code of
1962).
5. At a meeting thereof duly called and held on May 21, 1971, the
Board of Directors of the Corporation authorized the adoption of a
restatement of the Articles of Incorporation of the Corporation so
as to integrate into a single document the text of the Restated
Articles of Incorporation, dated May 27, 1966, together with all
amendments thereto theretofore adopted, all as provided in Section
9.8 of the South Carolina Business Corporation Act of 1962
(12-19.8 Supplement to the South Carolina Code of
1962).
6. At a meeting thereof duly called and held on August 28, 1974, the
Board of Directors of the Corporation authorized the adoption of a
restatement of the Articles of incorporation of the Corporation so
as to integrate into a single document the text of the Restated
Articles of Incorporation, dated May 21, 1971, together with all
amendments thereto theretofore adopted, all as provided in Section
9.8 of the South Carolina Business Corporation Act of 1962
(12-19.8 Supplement to the South Carolina Code of
1962).
7. At a meeting thereof duly called and held on July 28, 1976, the
Board of Directors of the Corporation authorized the adoption of a
restatement of the Articles of Incorporation of the Corporation so
as to integrate into a single document the text of the Restated
Articles of Incorporation, dated August 28, 1974, together with
all amendments thereto theretofore adopted, all as provided in
Section 9.8 of the South Carolina Business Corporation Act of 1962
(12-19.8 Supplement to the South Carolina Code of
1962).
8. At a meeting thereof duly called and held on November 26, 1980,
the Board of Directors of the Corporation authorized the adoption
of a restatement of the Articles of Incorporation of the
Corporation so as to integrate into a single document the text of
the Restated Articles of Incorporation, dated July 28, 1976,
together with all amendments thereto theretofore adopted, all as
provided in Section 9.8 of the South Carolina Business Corporation
Act of 1962 (Section 33-15-80 of the South Carolina Code of 1976).
9. At a meeting thereof duly called and held on June 26, 1985, the
Board of Directors of the Corporation authorized the adoption of a
restatement of the Articles of Incorporation of the Corporation so
as to integrate into a single document the text of the Restated
Articles of Incorporation, dated November 26, 1980, together with
all amendments thereto theretofore adopted, all as provided in
Section 33-15-80, as amended, of the South Carolina Business
Corporation Act of 1962.
10. At a meeting thereof duly called and held on June 28, 1989, the
Board of Directors of the Corporation authorized the adoption of a
restatement of the Articles of Incorporation of the Corporation so
as to integrate into a single document the text of the Restated
Articles of Incorporation, dated June 26, 1985, together with all
amendments thereto theretofore adopted, all as provided in Section
33-10-107 of the South Carolina Business Corporation Act of 1988.
11. At a meeting thereof duly called and held on December 15,1993, the
Board of Directors of the Corporation authorized the adoption of
the following restatement of the Articles of Incorporation of the
Corporation so as to integrate into a single document the text of
the Restated Articles of Incorporation, dated June 28, 1989,
together with all amendments thereto theretofore adopted, all as
provided in Section 33-10-107 of the South Carolina Business
Corporation Act of 1988.
12. This Restated Articles of Incorporation of the Corporation purports
merely to restate but not to change materially the provisions of the aforesaid
Restated Articles of Incorporation, dated June 28, 1989, as heretofore amended
and supplemented, and there is no material discrepancy between such provisions
and the provisions of this Restated Articles of Incorporation.
13. The undersigned Corporation adopts the following Restated Articles
of Incorporation, as heretofore amended and supplemented.
ARTICLE I
The name of the Company is SOUTH CAROLINA ELECTRIC & GAS COMPANY.
ARTICLE II
The Company shall have perpetual existence and shall have and enjoy all
rights and powers accorded by the laws of South Carolina and be subject to all
liabilities imposed by such laws.
ARTICLE III
The principal place of business of the Company shall be Columbia, South
Carolina.
ARTICLE IV
Without limiting the nature of the business which the Company may do as
provided in the charters, as amended, of South Carolina Company and Lexington,
the general nature of the business which the Company proposes to do is the
manufacture, generation, transmission, distribution, purchase and sale, both at
wholesale and at retail, of electricity and gas, the sale of electric and gas
appliances, and the furnishing of bus transportation service in the City of
Columbia and its environs.
The general nature of the business provided in the charter, as amended, of
South Carolina Company is:
A. To construct, acquire by purchase, lease, consolidation,
merger or otherwise; to use, operate, maintain, sell,
convey, lease or otherwise dispose of, any works,
constructions, plants, systems or parts thereof, and any
and all rights or other property necessary or appropriate
to the production, use, distribution, sale, regulation,
control or application of electricity for any purpose
whatsoever; to generate electricity by water, steam or
other power; to produce, buy, acquire, deal in, use, lease,
sell, furnish, transmit and supply electricity in any form
and for any purpose whatsoever.
B. To purchase, install, deal in, use, sell, lease or
otherwise dispose of, machinery, generators, motors, lamps,
poles, wires, apparatus, equipment, devices, supplies and
articles of every kind pertaining to, or in any wise
connected with, the production, use, distribution,
regulation, control or application of electricity or
electrical apparatus for light, heat, power, railway,
manufacturing, and any and all other purposes.
C. To build, construct, acquire by purchase, lease, consolidation, merger
or otherwise, and operate street railways, motor bus lines and
transportation lines for freight and passengers, whether operated by
steam, electricity or any other motive power whatsoever, (except those
transportation lines classed as railroads) and to sell, convey, lease
or otherwise dispose of the same.
D. To build, construct, acquire, by purchase, lease, consolidation, merger
or otherwise, and to maintain and operate parks, places of amusement
and other usual or useful adjuncts to such properties or business, and
to sell, convey, lease or otherwise dispose of the same.
E. To manufacture, purchase, produce, sell, furnish and
distribute for light, heat, power and any other purposes
whatsoever, natural or artificial gas and to construct,
equip, acquire by purchase, lease, consolidation, merger or
otherwise and to own, maintain, operate, sell, convey,
lease or otherwise dispose of, all necessary and convenient
works, conduits, plants, apparatus and connections for
holding, receiving, purifying, manufacturing, selling,
utilizing and distributing natural and artificial gas; and
to manufacture, purchase, sell or otherwise dispose of
chemicals or other products derived wholly or in part from
gas or gas works, or in the manufacture of gas, and to
purchase, install, manufacture, deal in, use, sell or
otherwise handle or dispose of gas fixtures and appliances
in any way used or useful in connection with the
utilization or distribution of natural or artificial gas.
F. To build, construct, acquire by purchase, lease,
consolidation, merger or otherwise; to own, equip, maintain
and operate telephone and telegraph lines of all kinds and
descriptions, and to sell, convey, lease, or otherwise
dispose of all necessary and convenient works, plants,
apparatus and connections necessary or desirable in
connection therewith; and to purchase, manufacture,
install, use, sell or otherwise deal in any and all
fixtures, appliances or apparatus, useful, necessary or
desirable in connection with the installation or operation
of telephone or telegraph lines or systems.
G. To build, construct, acquire, by purchase, lease, consolidation, merger
or otherwise; to own, equip, maintain, operate, sell, convey, lease or
otherwise dispose of ice and refrigerating plants and to manufacture,
purchase, sell and deal in ice; handling, selling or dealing in the
same at retail and/or wholesale.
H. To build, construct, acquire by purchase, lease,
consolidation, merger or otherwise; to own, equip, hold,
operate, maintain, sell, convey, lease or otherwise dispose
of water powers, power plants, hydro-electric plants,
reservoirs, dams, canals, ditches, flumes, pipe lines and
such other works, plants, equipment, appliances and
appurtenances as may be necessary, useful or appropriate
for impounding, storing, conveying, distributing and
utilizing water for power, irrigation, sanitary, domestic,
manufacturing and otherwise and to use, supply and
otherwise dispose of water for all such uses; and to build,
construct, acquire by purchase, lease, consolidation,
merger or otherwise; to own, hold, operate, maintain, sell,
convey, lease or otherwise dispose of hydraulic and other
works, transmission lines, lines for the conveying of
electric current for power, lighting, heating or other
purposes and transforming and distributing stations and
circuits.
I. To acquire by purchase, lease, consolidation, merger or
otherwise; to hold, use, own, sell, convey, lease or
otherwise dispose of rights of way, easements, privileges,
grants, consents and franchises, including franchises or
special grants or privileges or consents from the State of
South Carolina or other States, or from counties, cities
and towns situate in South Carolina or other States, for
any of the foregoing businesses or purposes.
J. To acquire by purchase, lease, consolidation, merger or
otherwise; to hold, improve, develop, use, let, sell,
convey or otherwise dispose of, real estate and rights and
interests in or in respect to real estate or other
property; and to exercise the rights of eminent domain in
connection with any or all of the objects and purposes for
which the company is formed in all respects as such right
is now or shall hereafter be authorized by law.
K. To purchase, hold, assign, transfer, mortgage, pledge or
otherwise dispose of the shares of the capital stock or any
bonds, securities, obligations or evidences of indebtedness
of any other corporation or corporations of this or any
other State, and, while owner of such stock, to exercise
all the rights, powers and privileges of ownership,
including the right to vote thereon, and to issue in
exchange for any such shares of capital stock, bonds,
securities, obligations or evidences of indebtedness, its
stocks, bonds, or other obligations.
L. To guarantee the payment of any bonds, debentures or other securities
or obligations issued by any company in which this company is
interested, and the payment of dividends and interest on any stocks,
bonds, debentures or other securities issued by any such corporation.
M. The corporation shall have all the powers now or hereafter
conferred by the laws of South Carolina on corporations
formed for similar objects or purposes, and may carry on
any business or operation deemed advantageous, incidental
or necessary to any of the purposes or objects hereinbefore
enumerated, and, in general, may do whatever a natural
person might do in the premises, and may conduct its
business in all its branches, not only in the State of
South Carolina but in any State, territory, possession or
dependency of the United States.
N. It is expressly provided that the foregoing shall be construed both as
objects and powers, and that the enumeration of specific objects,
purposes and powers shall in no wise be held or construed to limit or
restrict in any manner the general or incidental powers of the
corporation.
The general nature of the business provided in the charter, as amended, of
Lexington is to erect and maintain power houses for the generation of electric
power by steam or water power and to transmit by wire and sell such electric
power, to conduct, transact and carry on in all its branches the manufacture,
dyeing, finishing and sale of goods of every kind and description made of
cotton, wool or other fibrous material, either or both, of all descriptions
whatsoever, and any and all kinds of goods, wares and merchandise made of
leather, iron, wood or other material, and to buy and sell all material for
manufacture and all products of manufacture, and other goods and merchandise;
and to erect, maintain, own, lease and operate, or cause to be operated planing
mills, grist mills, saw mills, and all other kinds of mill buildings, machine
and work shops, stores, dwellings and other business premises, and to do all
such things as are necessary and usually incident to the proper conduct of all
or any portion of its business as above enumerated; to construct a dam or dams,
on its own lands, across the Saluda River, in Lexington County, at Dreher's or
Rauch's Shoals, or both, or at other points on their own land, across said
river, at which the said river is not now navigable, for the purpose of
utilizing the water power at these shoals to generate electricity and for other
purposes; and, having first obtained the approval of the County Commissioners of
Lexington or other Counties, Lexington shall have the right to erect poles along
the public highways of the County or Counties so approving, and hang wires
thereon, for the purpose of transmitting electric current from its power plant
on the Saluda River to towns and other municipalities and to manufacturing and
industrial enterprises.
ARTICLE V
The total number of shares which the Company shall be authorized to issue,
and the number of such shares which shall be Preferred Stock of the par value of
$25 per share, issuable in series, Preferred Stock of the par value of $50 per
share, issuable in series, Preferred Stock of the par value of $100 per share,
issuable in series, and Common Stock of the par value of $4.50 per share is
specified in Exhibit A hereto.
The relevant information regarding the shares, including classes and series
of shares, which the Company shall be authorized to issue, and the designations,
relative rights, preferences, and limitations of the shares of each class, and
as among the presently established series of Preferred Stock designated as set
forth in Exhibit A hereto, and any additional series hereafter established by
the Board of Directors of the Company (the "Board of Directors") pursuant to
Section B.2 of this Article V, are as follows:
A. The Preferred Stock is senior to the Common Stock and the Common
Stock is subject to all rights and preferences of the Preferred Stock
as herein set forth.
B.1. The Preferred Stock shall be issuable in series and shall consist of
the authorized but unissued shares undesignated as to series and the
authorized and outstanding shares designated as to series specified
in Exhibit A hereto.
2. The authorized but unissued shares of the Preferred Stock
undesignated as to series may be issued in one or more
series which shall be established by the Board of
Directors. The authorized number of shares of any such
series, the designation of such series, and the relative
rights, preferences and limitations as among such series
and the series which are designated as set forth in
Exhibit A (in those respects in which the shares of one
series may vary from the shares of other series as herein
provided) shall be fixed and determined at any time prior
to the issuance thereof by resolution or resolutions of
the Board of Directors. All shares of the same series
shall be identical.
3. The Preferred Stock of all series shall be identical except as to the
par value (which shall be $25 per share, $50 per share, or $100 per
share as specified in Exhibit A hereto) and as to the following
relative rights and preferences:
(a) The rate of dividends on shares of such series;
(b) Whether shares of such series may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
(c) The amount payable upon shares of such series in the event of
voluntary and involuntary liquidation;
(d) Sinking fund provisions, if any, for the redemption or purchase
of shares of such series for any sinking fund or purchase fund;
(e) The terms and conditions, if any, on which shares of such
series may be converted into shares of any other class or
series; and
(f) The voting rights of the shares of such series.
Except as otherwise provided by law, by paragraph 2
of Section G of this Article V, or by the resolutions
establishing any series of Preferred Stock in accordance with the
provisions of Section B.2 above, whenever the consent or vote or
other action on the part of the holders of the Preferred Stock
may be required for any purpose, such consent, vote or other
action shall be taken by the holders of the Preferred Stock as a
single body (unless these Articles or the law of the State of
South Carolina specifically provides otherwise), and shall be
determined by weighing the vote cast for each share as follows:
(i) Each share of the Preferred Stock of the par value of $25
per share shall be entitled to one-quarter of one vote per
share;
(ii) Each share of the Preferred Stock of the par value of $50
per share identified in Exhibit A hereto as being entitled
to one vote per share shall have one vote per share;
(iii) Each share of the Preferred Stock of the par value of $50
per share identified in Exhibit A hereto as being entitled
to one-half of one vote per share shall have one-half of one
vote per share; and
(iv) Each share of the Preferred Stock of the par value of $100
per share shall be entitled to one vote per share.
C.1. Before any dividend shall be declared or paid upon or set
apart for, or any other distribution shall be made or
ordered in respect of, the Common Stock and before any
sum shall be paid or set apart for or applied to the
purchase, redemption or other retirement of stock of the
Company of any class, the holders of the Preferred Stock,
without preference or priority as between series, shall
be entitled to receive out of the assets of the Company
available for dividends, but only when and as declared by
the Board of Directors, dividends as follows:
(a) in the case of the 5% Preferred Stock, at the rate
of but not exceeding Two Dollars and Fifty Cents
($2.50) per share per annum from July 1, 1943 in
respect of shares issued prior to October 1, 1943
and, in respect of shares issued on and after
October 1, 1943, from the quarterly dividend payment
date which coincides with or next precedes the date
of issue thereof, whichever is later, payable on
October 1, 1943 and quarterly thereafter as to
shares issued prior to such date and payable as to
all other shares thereof on the first day of either
January, April, July or October, whichever of said
days first occurs after the issue thereof, and
quarterly thereafter,
(b) in the case of the 4.60% Cumulative Preferred Stock,
at the rate of but not exceeding Two Dollars and
Thirty Cents ($2.30) per share per annum from the
date of the original issue of the first share
thereof, payable on the first day of either January,
April, July or October, whichever of said days first
occurs after the issue thereof, and quarterly
thereafter,
(c) in the case of the 4.50% Cumulative Preferred Stock,
at the rate of but not exceeding Two Dollars and
Twenty-five Cents ($2.25) per share per annum from
the date of the original issue of the first share
thereof, payable on the first day of either January,
April, July or October, whichever of said days first
occurs after the issue thereof, and quarterly
thereafter,
(d) in the case of the 4.60% (Series A) Cumulative
Preferred Stock, at the rate of but not exceeding
Two Dollars and Thirty Cents ($2.30) per share per
annum from the date of the original issue of the
first share thereof, payable on the first day of
either January, April, July or October, whichever of
said days first occurs after the issue thereof, and
quarterly thereafter,
(e) in the case of the 5.125% Cumulative Preferred
Stock, at the rate of but not exceeding Two Dollars
and Fifty-six and one-quarter Cents ($2.5625) per
share per annum from the date of the original issue
of the first share thereof, payable on the first day
of either January, April, July or October, whichever
of said days first occurs after the issue thereof,
and quarterly thereafter,
(f) in the case of the 4.60% (Series B) Cumulative
Preferred Stock, at the rate of but not exceeding
Two Dollars and Thirty Cents ($2.30) per share per
annum from the date of the original issue of the
first share thereof, payable on the first day of
either January, April, July or October, whichever of
said days first occurs after the issue thereof, and
quarterly thereafter,
(g) in the case of the 6% Cumulative Preferred Stock, at the rate of
but not exceeding Three Dollars ($3.00) per share per annum from
the date of the original issue of the first share thereof,
payable on the first day of either January, April, July or
October, whichever of said days first occurs after the issue
thereof, and quarterly thereafter,
(h) in the case of the 9.40% Cumulative Preferred Stock,
at the rate of but not exceeding Four Dollars and
Seventy Cents ($4.70) per share per annum from the
date of the original issue of the first share
thereof, payable on the first day of either January,
April, July or October, whichever of said days first
occurs after the issue thereof, and quarterly
thereafter,
(i) in the case of the 8.12% Cumulative Preferred Stock,
at the rate of but not exceeding Eight Dollars and
Twelve Cents ($8.12) per share per annum from the
date of the original issue of the first share
thereof, payable on the first day of either January,
April, July or October, whichever of said days first
occurs after the issue thereof, and quarterly
thereafter,
(j) in the case of the 7.70% Cumulative Preferred Stock,
at the rate of but not exceeding Seven Dollars and
Seventy Cents ($7.70) per share per annum from the
date of the original issue of the first share
thereof, payable on the first day of either January,
April, July or October, whichever of said days first
occurs after the issue thereof, and quarterly
thereafter,
(k) in the case of the 8.40% Cumulative Preferred Stock,
at the rate of but not exceeding Eight Dollars and
Forty Cents ($8.40) per share per annum from the
date of the original issue of the first share
thereof, payable on the first day of either January,
April, July or October, whichever of said days first
occurs after the issue thereof, and quarterly
thereafter,
(l) in the case of the 8.72% Cumulative Preferred Stock,
at the rate of but not exceeding Four Dollars and
Thirty-six Cents ($4.36) per share per annum from
the date of the original issue of the first share
thereof, payable on the first day of either January,
April, July or October, whichever of said days first
occurs after the issue thereof, and quarterly
thereafter, and
(m) in the case of any series of Preferred Stock
established by the Board of Directors pursuant to
Section B.2 of this Article V, at such rate as may
be fixed and determined by the resolution or
resolutions of the Board of Directors establishing
such series from the date of original issue of the
first share thereof, payable on the first day of
either January, April, July or October, whichever of
said days first occurs after the issue thereof, and
quarterly thereafter.
Such dividends upon the Preferred Stock shall be cumulative from and
after the respective dates specified above, so that if dividends, at
the rate per share per annum specified for each of the series
designated as set forth in (a) through (m) above, and at such rate as
may be fixed and determined by the resolution or resolutions adopted
by the Board of Directors pursuant to Section B.2 (or its successor)
of this Article V in the case of any series of Preferred Stock
established by the Board of Directors pursuant to said Section B.2
(or its successor), from the date upon which the dividends thereon
became cumulative to the end of the then quarterly dividend period,
shall not have been paid or declared and a sum sufficient for the
payment thereof set apart, then the amount of the deficiency shall be
fully paid, but without interest, or dividends upon said shares in
such amount shall be declared and a sum sufficient for the payment
thereof set apart, before any dividends shall be declared or paid
upon or set apart for, or any other distribution shall be made or
ordered in respect of, the Common Stock and before any sum shall be
paid or set apart for or applied to the purchase, redemption or
retirement of stock of the Company of any class. The holders of the
Preferred Stock shall not be entitled to participate in or receive
any other or further dividend.
2. In the event that the assets of the Company available for
dividends are insufficient to pay or to justify making
provision for the payment of the full quarterly dividend
on the Preferred Stock of all series then outstanding or
in the event of arrearages thereon, the Company shall, so
long as Preferred Stock of more than one series is
outstanding, make dividend payments ratably, to the
extent declared, upon all outstanding shares of Preferred
Stock of all series then outstanding in proportion to the
amount of the cumulative dividends (including arrears, if
any) to which each outstanding share of Preferred Stock
of each series is entitled upon the date of such dividend
payment.
3. After the requirements in respect of the dividends upon
the Preferred Stock, as herein before set forth, to the
end of the then current quarterly dividend period for
said stock shall have been met, and subject to any
Purchase Fund or Sinking Fund provisions heretofore or
hereafter fixed and determined for any series of
Preferred Stock pursuant to this Article V, the holders
of the Common Stock shall be entitled to receive out of
the remaining assets of the Company available for
dividends, such dividends as may from time to time be
declared by the Board of Directors, subject, however, so
long as any shares of Preferred Stock shall be
outstanding, to the following restrictions:
(a) no dividends shall be paid on the Common Stock if
after such dividend the aggregate amount of such
dividends paid since December 31, 1945, exceeds the
sum of the aggregate amount credited to earned
surplus subsequent to December 31, 1945, less the
aggregate amount charged to earned surplus
subsequent to December 31, 1945, otherwise than with
respect to any such dividends, provided, however,
that no charge shall be made to capital surplus
accumulated prior to January 1, 1946 or to earned
surplus accumulated prior to January 1, 1946 except
that the Company may make charges to earned surplus
accumulated prior to January 1, 1946 or to capital
surplus accumulated prior to January 1, 1946 (i) for
the write-down or write-off of any portion of the
Company's Electric Plant which may be classified as
Electric Plant Adjustment or any portion of the
Company's other utility plant which may be
classified as plant adjustment or plant acquisition
adjustment, which write-down or write-off the
Company is required to make pursuant to an order of
the South Carolina Public Service Commission or of
the Federal Power Commission entered in connection
with the determination of the "Original Cost", or
(ii) for the write-down or write-off of any portion
of the Company's Electric Plant which may be
classified as Electric Plant Acquisition Adjustment
or Electric Plant Adjustment, which write-down or
write-off the Company is required to make pursuant
to an order of the Federal Power Commission entered
in connection with the determination of the "Actual
Legitimate Original Cost" of the properties of the
Company, and
(b) if and so long as the Common Stock Equity, as
hereinafter defined, at the end of the calendar
month immediately preceding the date on which a
dividend on Common Stock is declared is, or as a
result of such dividend would become, less than
twenty per centum (20%) of Total Capitalization, as
defined, the Company shall not declare dividends on
the Common Stock in an amount which, together with
all other dividends on Common Stock declared within
the year ending with (and including) the date of
such dividend declaration, exceeds fifty per centum
(50%) of the Net Income of the Company Available for
Dividends on the Common Stock, as defined, for the
twelve full calendar months immediately preceding
the month in which such dividends are declared, and
(c) if and so long as the Common Stock Equity at the end
of the calendar month immediately preceding the date
on which a dividend on Common Stock is declared is,
or as a result of such dividend would become, less
than twenty-five per centum (25%) but not less than
twenty per centum (20%) of Total Capitalization, the
Company shall not declare dividends on the Common
Stock in an amount which, together with all other
dividends on Common Stock declared subsequent to
December 31, 1945, exceeds seventy-five per centum
(75%) of Net Income of the Company Available for
Dividends on the Common Stock for the period from
December 31, 1945 to and including the end of the
calendar month immediately preceding the month in
which such dividends are declared, and
(d) at any time when the Common Stock Equity is twenty-
five per centum (25%) or more of Total
Capitalization, the Company may not pay dividends on
shares of the Common Stock which would reduce the
Common Stock Equity below twenty-five per centum
(25%) of Total Capitalization; provided, however,
that even though the payment of such dividends would
reduce the Common Stock Equity below twenty-five per
centum (25%) of Total Capitalization, such dividends
may be declared to the extent that the same,
together with all dividends on Common Stock declared
subsequent to December 31, 1945, do not exceed
seventy-five per centum (75%) of the Net Income of
the Company Available for Dividends on the Common
Stock for the period from December 31, 1945 to and
including the end of the calendar month immediately
preceding the month in which such dividends are
declared.
In computing the amount available for any dividend,
distribution, purchase or acquisition, charges and credits to
earned surplus shall be made in accordance with sound accounting
practice.
4. For the purpose of this Section C of Article V:
The word "dividends" when used with reference to the Common
Stock shall include dividends or other distributions on or the purchase
or other acquisition for value of shares of Common Stock, but shall not
include any portion of dividends payable in shares of the Common Stock.
The term "Common Stock Equity" shall mean the sum of the amount
of the par or stated value of the issued and outstanding shares of the
Common Stock and the surplus (including capital or paid-in surplus) and
premium on Common Stock of the Company less the amount known, or
estimated if not known, to represent the excess, if any, of recorded
value over original cost of used and useful utility plant and other
property, and less any items set forth on the asset side of the balance
sheet as a result of accounting convention such as unamortized debt
discount and expense, capital stock discount and expense, and the
excess, if any, of the aggregate amount payable on involuntary
dissolution, liquidation or winding up of the Company upon all
outstanding shares of Preferred Stock of all series over the aggregate
par value of such shares, unless such amount or items so to be deducted
in the determination of the Common Stock Equity are being amortized,
depreciated, or otherwise disposed of.
The term "Total Capitalization" shall mean the aggregate of the
par value of the issued and outstanding shares of stock of all classes
of the Company and the surplus (including capital or paid-in surplus)
and premium on capital stock of the Company, plus the principal amount
of all outstanding debt maturing more than twelve months from the date
of the determination of Total Capitalization.
The term "Net Income of the Company Available for Dividends on
the Common Stock" shall mean, for any twelve months' period, or for the
period from December 31, 1945 to the date as of which such net income is
being determined, as the case may be, an amount equal to the sum of the
operating revenues and income from investments and other miscellaneous
income for such period, less all deductions (including accruals) for
operating expenses for such period, including maintenance and provision
for depreciation or amortization, income and excess profits and other
taxes, interest charges, other amortization charges and other income
deductions (provided, however, that no deduction shall be made with
respect to the appropriation in the amount of $500,000 made in May, 1948
to create a reserve to partly provide for the excess of cost of
investment in South Carolina Power Company over its underlying book
value at date of acquisition by the Company), all as shall be determined
in accordance with sound accounting practice, and less also current and
accrued dividends on all outstanding shares of stock of the Company
ranking prior to the Common Stock as to dividends or assets.
For the purpose of determining Net Income of the Company
Available for Dividends on the Common Stock the deduction on account of
provision for depreciation on all the property of the Company shall be
in the amount therefor shown on the books of the Company but, with
respect to property of the Company other than the Company's motor coach
transportation property, shall not be less than 15% of the gross
operating revenues of the Company derived from the sale of electricity
and manufactured or natural gas during such period after deducting from
such revenues an amount equal to the aggregate cost of electricity or
manufactured or natural gas purchased during such period for the purpose
of resale in connection with the operation of the Company's operating
property, less an amount equal to the aggregate of the charges to
operating expense during such period for current repairs and maintenance
of such operating property.
5. If at the time when any calculation of Common Stock Equity,
Total Capitalization or Net Income of the Company Available for
Dividends on the Common Stock is required to be made, the Company shall
have one or more subsidiaries whose accounts may properly be
consolidated with the accounts of the Company, such calculation shall be
made for the Company with such subsidiaries on a consolidated basis in
accordance with sound accounting practice.
6. Anything herein contained to the contrary notwithstanding,
the rights of the holders of all classes of stock of the Company in
respect of dividends shall at all times be subject to the power of the
Board of Directors from time to time to set aside such reserves and/or
to make such other provisions, if any, for working capital and for
additions and improvements to fixed properties and equipment as said
Board shall deem to be necessary or advisable.
D. In the event of any liquidation, dissolution or winding
up of the Company, whether voluntary or involuntary, or
any reduction of its capital stock resulting in any
distribution of its assets to its stockholders, the
holders of the Preferred Stock, without preference or
priority as between series, shall be entitled to
receive out of the assets of the Company, whether from
capital, from surplus or from earnings, available for
distribution to its stockholders, before any amount shall be
paid to the holders of the Common Stock, a sum per share
equal to the par value per share, plus, in the case of any
distribution resulting from a reduction of capital stock or
in the event that such dissolution, liquidation or winding
up shall have been voluntary, (a) in the case of the 5%
Preferred Stock a premium of Two Dollars and Fifty Cents
($2.50) per share, (b) in the case of the presently
designated series of Preferred Stock as set forth in
Exhibit A hereto a premium per share in an amount equal to
the difference between the par value per share and the then
redemption price per share as provided in Section E of this
Article V, and (c) in the case of any series of Preferred
Stock established by the Board of Directors pursuant to
Section B.2 (or its successor) of this Article V, a premium
in an amount equal to the difference between the par value
per share and the redemption price per share of shares of
such series fixed and determined by the resolution or
resolutions of the Board of Directors establishing such
series, in effect at the time of such voluntary dissolution,
liquidation or winding up, and in addition thereto, in all
cases, an amount which, together with the aggregate of the
dividends previously paid upon such share, will be equal, in
the case of all presently designated series as set forth in
Exhibit A hereto, to the annual dividend rate for such
series (but without interest) as set forth in 1(a) through
1(m) of Section C.1 of this Article V, from the date upon
which the dividends thereon became cumulative to the date of
the distribution upon such liquidation or dissolution or
winding up or reduction, and the holders of the Preferred
Stock shall not be entitled to any other or further
distribution. If the assets of the Company available for
distribution to the holders of the Preferred Stock shall be
insufficient to permit the payment in full of the sums
payable as aforesaid to the holders of all the outstanding
shares of Preferred Stock of all series then outstanding
upon such liquidation or dissolution or winding up or
reduction, all such assets of the Company shall be
distributed ratably among the holders of all the outstanding
shares of Preferred Stock of all series then outstanding,
without preference or priority as between series, in
proportion to the full preferential amount (including
cumulative dividends and premiums, if any) which each such
share would be entitled to receive, if such assets were
sufficient to permit distribution in full as aforesaid. The
redemption by the Company of its Preferred Stock of any
series or the purchase of shares of its Preferred Stock of
any series or of its Common Stock in any manner permitted by law shall
not for the purpose of this Section D be regarded as a liquidation,
dissolution or winding up of the Company or as a reduction of its
capital; provided that, except as provided in any Purchase Fund or
Sinking Fund provisions heretofore or hereafter fixed and determined for
any series of Preferred Stock pursuant to this Article V, the Company
shall not, so long as any shares of Preferred Stock remain outstanding,
purchase any of its Preferred Stock or Common Stock otherwise than out
of earned surplus or net profits of the Company at the time available
for payment of dividends on its Common Stock or from the proceeds
received within a period of six (6) months prior to such purchase from
the sale of stock of any class subordinate to the Preferred Stock both
as to dividends and assets. Nothing in this Section D contained,
however, shall prevent the Company from acquiring its Preferred Stock of
any series for retirement by the exchange therefor of any class of stock
of the Company which is now or hereafter may be lawfully authorized. A
consolidation or merger of the Company with, or into, any other
corporation or corporations, or a consolidation or merger of any other
corporation or corporations into the Company, or a sale or transfer of
substantially all of its assets as an entirety, shall not be regarded as
a liquidation, dissolution or winding up of the Company within the
meaning of this Section D. A dividend or distribution to stockholders
from net profits or surplus earned after the date of any such reduction
of capital stock as does not result in any distribution of assets to
holders of its Common Stock, or the purchase or redemption of Preferred
Stock of any series or of Common Stock by the application of such net
profits or surplus, shall not be deemed to be a distribution resulting
from such reduction. After payment in full of the sums hereinabove
stated to be payable in respect of the Preferred Stock upon any such
liquidation, dissolution, winding up, reduction or other distribution,
then the remaining assets of the Company available for distribution to
the stockholders shall be distributed ratably among the holders of the
Common Stock.
1. On October 1, 1951 and on October 1 in each year
thereafter so long as any of the 4.60% Cumulative
Preferred Stock shall remain outstanding, the Company
shall, subject to the provisions of Section C of this
Article, set aside as a Purchase Fund for the 4.60%
Cumulative Preferred Stock (herein called the "Purchase
Fund") an amount equal to 2-1/2% of the aggregate par
value of the largest number of shares of 4.60%
Cumulative Preferred Stock at any time theretofore
outstanding; provided, however, that amounts set aside
for Purchase Funds heretofore or hereafter established
for the several series of Preferred Stock shall be set
aside without preference or priority as between series
so that if at any time there shall be a deficiency
(including any amount then required to be set aside) in
the Purchase Funds for two or more series of Preferred
Stock, any satisfaction of such deficiencies shall be
made simultaneously for such two or more Purchase Funds
in proportion to the amounts of the respective
deficiencies therein. On or before each such October 1
the Company shall in writing, addressed to all holders
of record of the 4.60% Cumulative Preferred Stock,
invite tenders of 4.60% Cumulative Preferred Stock at
the par value thereof, plus an amount equal to accrued
dividends to the next succeeding October 31, in an
amount sufficient to exhaust the moneys so set aside in
the Purchase Fund. The invitations for tenders shall
specify how tenders shall be made and how notification
of acceptance thereof will be given. Tenders may be
made on or before October 25, in each year. If the par
value of the shares of 4.60% Cumulative Preferred Stock
tendered in response to any such invitation aggregates
more than the amount available in the Purchase Fund such
tenders shall be accepted pro rata in proportion to the
total number of shares of 4.60% Cumulative Preferred
Stock tendered respectively by the holders thereof who
shall have made such tenders, provided that in any
event, each holder of 4.60% Cumulative Preferred Stock
shall be entitled to tender and to have purchased by the
Company on each such invitation, at least the number of
shares of the 4.60% Cumulative Preferred Stock held by
such holder which bears the same ratio to the total
number of shares to be purchased pursuant to the
invitation as the number of shares held of record by
such holder at the close of business on the last
business day before the date of such invitation, bears
to the total number of shares of 4.60% Cumulative
Preferred Stock then outstanding. Tenders shall be
accepted of sufficient shares of 4.60% Cumulative
Preferred Stock to exhaust all of the moneys in the
Purchase Fund. Payment for 4.60% Cumulative Preferred
Stock for which tenders shall have been accepted shall
be made on the October 31 following the last day for the
making of tenders. To the extent that tenders in any
year are not made in an amount sufficient to exhaust all
of the moneys so held in the Purchase Fund, such excess
moneys in the Purchase Fund for that year shall be
released from the Purchase Fund and become free funds to
the Company. The obligation to set aside amounts in the
Purchase Fund shall be cumulative, so that if, on
October 1 of each year cash in the required amount shall
not have been set aside in full, the amount of the
deficiency shall be added to the Purchase Fund for the
next succeeding year until the total aggregate amount
which shall have been set aside in such Purchase Fund,
and used or released to the Company in accordance with
the provisions of this Section D.1, shall equal 2-1/2%
of the aggregate par value of the largest number of
shares of 4.60% Cumulative Preferred Stock at any time
theretofore outstanding, multiplied by the number of
twelve month periods which shall have elapsed since
October 1, 1950. No dividends shall be declared or paid
upon or set apart for any shares of Common Stock or any
sums applied to the purchase, redemption or other
retirement of Common Stock, so long as any such
deficiency shall exist in the Purchase Fund. Amounts to
satisfy any such deficiency in the Purchase Fund, in
whole or in part, may be set aside in the Purchase Fund
at any time, for application in the manner aforesaid on
the next succeeding October 1, provided however, that if
at any time between any October 31 and July I of the
following year the amount so set aside in the Purchase
Fund shall aggregate $30,000 or more, the Company shall
immediately invite tenders of 4.60% Cumulative Preferred
Stock in the manner aforesaid, in an amount sufficient
to exhaust the moneys in the Purchase Fund, at the par
value thereof plus an amount equal to accrued dividends
to a date which shall be thirty days from the date of
such invitation, the invitation to remain open for
twenty-five days; and on or before the thirtieth day
following the date of such invitation, the Company shall
accept tenders and make payment for 4.60% Cumulative
Preferred Stock tendered, at the pace aforesaid in the
same manner as above provided with respect to moneys set
aside in the Purchase Fund on October 1 in each year,
and to the extent that tenders are not made in an amount
sufficient to exhaust the moneys so held in the Purchase
Fund, such moneys shall likewise be released from the
Purchase Fund and become free funds to the Company.
Amounts equal to accrued dividends on 4.60% Cumulative
Preferred Stock purchased through the Purchase Fund
shall be paid by the Company by the use of moneys not in
the Purchase Fund, and shall not be charged to the
Purchase Fund. Shares of 4.60% Cumulative Preferred
Stock purchased through the Purchase Fund shall be
cancelled and shall not be reissued.
2. On June 1, 1957 and on June 1 in each year thereafter so
long as any of the 4.50% Cumulative Preferred Stock
shall remain outstanding, the Company shall, subject to
the provisions of Section C of this Article, set aside
as a Purchase Fund for the 4.50% Cumulative Preferred
Stock (herein called the "4.50% Preferred Stock Purchase
Fund") an amount equal to 2% of the aggregate par value
of the largest number of shares of 4.50% Cumulative
Preferred Stock at any time theretofore outstanding;
provided, however, that amounts set aside for Purchase
Funds heretofore or hereafter established for the
several series of Preferred Stock shall be set aside
without preference or priority as between series so that
if at any time there shall be a deficiency (including
any amount then required to be set aside) in the
Purchase Funds for two or more series of Preferred
Stock, any satisfaction of such deficiencies shall be
made simultaneously for such two or more Purchase Funds
in proportion to the amounts of the respective
deficiencies therein. On or before each such June 1 the
Company shall in writing, addressed to all holders of
record of the 4.50% Cumulative Preferred Stock, invite
tenders of 4.50% Cumulative Preferred Stock at the par
value thereof, plus an amount equal to accrued dividends
to the next succeeding June 30, in an amount sufficient
to exhaust the moneys so set aside in the 4.50%
Preferred Stock Purchase Fund. The invitations for
tenders shall specify how tenders shall be made and how
notification of acceptance thereof will be given.
Tenders may be made on or before June 25, in each year.
If the par value of the shares of 4.50% Cumulative
Preferred Stock tendered in response to any such
invitation aggregates more than the amount available in
the 4.50% Preferred Stock Purchase Fund such tenders
shall be accepted pro rata (as nearly as practicable
without the purchase or issuance of fractional shares or
scrip therefor) in proportion to the total number of
shares of 4.50% Cumulative Preferred Stock tendered
respectively by the holders thereof who shall have made
such tenders, provided that in any event, each holder of
4.50% Cumulative Preferred Stock shall be entitled to
tender and to have purchased by the Company on each such
invitation, at least the number of shares (as nearly as
practicable without the purchase or issuance of
fractional shares or scrip therefor) of the 4.50%
Cumulative Preferred Stock held by such holder which
bears the same ratio to the total number of shares to be
purchased pursuant to the invitation as the number of
shares held of record by such holder at the close of
business on the last business day before the date of
such invitation, bears to the total number of shares of
4.50% Cumulative Preferred Stock then outstanding.
Tenders shall be accepted of sufficient shares of 4.50%
Cumulative Preferred Stock to exhaust all of the moneys
in the 4.50% Preferred Stock Purchase Fund. Payment for
4.50% Cumulative Preferred Stock for which tenders shall
have been accepted shall be made on the June 30
following the last day for the making of tenders. To
the extent that tenders in any year are not made in an
amount sufficient to exhaust all of the moneys so held
in the 4.50% Preferred Stock Purchase Fund, such excess
moneys in the 4.50% Preferred Stock Purchase Fund for
that year shall be released from the 4.50% Preferred
Stock Purchase Fund and become free funds to the
Company. The obligation to set aside amounts in the
4.50% Preferred Stock Purchase Fund shall be cumulative,
so that if, on June 1 of each year cash in the required
amount shall not have been set aside in full, the amount
of the deficiency shall be added to the 4.50% Preferred
Stock Purchase Fund for the next succeeding year until
the total aggregate amount which shall have been set
aside in such 4.50% Preferred Stock Purchase Fund, and
used or released to the Company in accordance with the
provisions of this Section D.2, shall equal 2% of the
aggregate par value of the largest number of shares of
4.50% Cumulative Preferred Stock at any time theretofore
outstanding, multiplied by the number of twelve month
periods which shall have elapsed since June 1, 1956. No
dividends shall be declared or paid upon or set apart
for any shares of Common Stock or any sums applied to
the purchase, redemption or other retirement of Common
Stock, so long as any such deficiency shall exist in the
4.50% Preferred Stock Purchase Fund. Amounts to satisfy
any such deficiency in the 4.50% Preferred Stock
Purchase Fund, in whole or in part, may be set aside in
the 4.50% Preferred Stock Purchase Fund at any time, for
application in the manner aforesaid on the next
succeeding June 1, provided however, that if at any time
between any June 30 and March 1 of the following year
the amount so set aside in the 4.50% Preferred Stock
Purchase Fund shall aggregate $40,000 or more, the
Company shall immediately invite tenders of 4.50%
Cumulative Preferred Stock in the manner aforesaid, in
an amount sufficient to exhaust the moneys in the 4.50%
Preferred Stock Purchase Fund, at the par value thereof
plus an amount equal to accrued dividends to a date
which shall be thirty days from the date of such invitation, the
invitation to remain open for twenty-five days; and on or before the
thirtieth day following the date of such invitation, the Company
shall accept tenders and make payment for 4.50% Cumulative Preferred
Stock tendered, at the price aforesaid in the same manner as above
provided with respect to moneys set aside in the 4.50% Preferred
Stock Purchase Fund on June 1 in each year, and to the extent that
tenders are not made in an amount sufficient to exhaust the moneys
so held in the 4.50% Preferred Stock Purchase Fund such moneys shall
likewise be released from the 4.50% Preferred Stock Purchase Fund
and become free funds to the Company. Amounts equal to accrued
dividends on 4.50% Cumulative Preferred Stock purchased through the
4.50% Preferred Stock Purchase Fund shall be paid by the Company by
the use of moneys not in the 4.50% Preferred Stock Purchase Fund,
and shall not be charged to the 4.50% Preferred Stock Purchase Fund.
Shares of 4.50% Cumulative Preferred Stock purchased through the
4.50% Preferred Stock Purchase Fund shall be cancelled and shall not
be reissued.
3. On June 1, 1958 and on June 1 in each year thereafter so
long as any of the 4.60% (Series A) Cumulative Preferred
Stock shall remain outstanding, the Company shall,
subject to the provisions of Section C of this Article,
set aside as a Purchase Fund for the 4.60% (Series A)
Cumulative Preferred Stock (herein called the "4.60%
(Series A) Preferred Stock Purchase Fund") an amount
equal to 2% of the aggregate par value of the largest
number of shares of 4.60% (Series A) Cumulative
Preferred Stock at any time theretofore outstanding;
provided, however, that amounts set aside for Purchase
Funds heretofore or hereafter established for the
several series of Preferred Stock shall be set aside
without preference or priority as between series so that
if at any time there shall be a deficiency (including
any amount then required to be set aside) in the
Purchase Funds for two or more series of Preferred
Stock, any satisfaction of such deficiencies shall be
made simultaneously for such two or more Purchase Funds
in proportion to the amounts of the respective
deficiencies therein. On or before each such June 1 the
Company shall in writing, addressed to all holders of
record of the 4.60% (Series A) Cumulative Preferred
Stock, invite tenders of 4.60% (Series A) Cumulative
Preferred Stock at the par value thereof, plus an amount
equal to accrued dividends to the next succeeding June
30, in an amount sufficient to exhaust the moneys so set
aside in the 4.60% (Series A) Preferred Stock Purchase Fund. The
invitations for tenders shall specify how tenders shall be made and
how notification of acceptance thereof will be given. Tenders may be
made on or before June 25, in each year. If the par value of the
shares of 4.60% (Series A) Cumulative Preferred Stock tendered in
response to any such invitation aggregates more than the amount
available in the 4.60% (Series A) Preferred Stock Purchase Fund such
tenders shall be accepted pro rata (as nearly as practicable without
the purchase or issuance of fractional shares or scrip therefor) in
proportion to the total number of shares of 4.60% (Series A)
Cumulative Preferred Stock tendered respectively by the holders
thereof who shall have made such tenders, provided that in any event,
each holder of 4.60% (Series A) Cumulative Preferred Stock shall be
entitled to tender and to have purchased by the Company on each such
invitation, at least the number of shares (as nearly as practicable
without the purchase or issuance of fractional shares or scrip
therefor) of the 4.60% (Series A) Cumulative Preferred Stock held by
such holder which bears the same ratio to the total number of shares
to be purchased pursuant to the invitation as the number of shares
held of record by such holder at the close of business on the last
business day before the date of such invitation, bears to the total
number of shares of 4.60% (Series A) Cumulative Preferred Stock then
outstanding. Tenders shall be accepted of sufficient shares of 4.60%
(Series A) Cumulative Preferred Stock to exhaust all of the moneys in
the 4.60% (Series A) Preferred Stock Purchase Fund. Payment for 4.60%
(Series A) Cumulative Preferred Stock for which tenders shall have
been accepted shall be made on the June 30 following the last day for
the making of tenders. To the extent that tenders in any year are not
made in an amount sufficient to exhaust all of the moneys so held in
the 4.60% (Series A) Preferred Stock Purchase Fund, such excess
moneys in the 4.60% (Series A) Preferred Stock Purchase Fund for that
year shall be released from the 4.60% (Series A) Preferred Stock
Purchase Fund and become free funds to the Company. The obligation to
set aside amounts in the 4.60% (Series A) Preferred Stock Purchase
Fund shall be cumulative, so that if, on June I of each year cash in
the required amount shall not have been set aside in full, the amount
of the deficiency shall be added to the 4.60% (Series A) Preferred
Stock Purchase Fund for the next succeeding year until the total
aggregate amount which shall have been set aside in such 4.60%
(Series A) Preferred Stock Purchase Fund, and used or released to the
Company in accordance with the provisions of this Section D.3, shall
equal 2% of the aggregate par value of the largest number of shares
of 4.60% (Series A) Cumulative Preferred Stock at any time
theretofore outstanding, multiplied by the number of twelve month
periods which shall have elapsed since June 1, 1957. No dividends
shall be declared or paid upon or set apart for any shares of Common
Stock or any sums applied to the purchase, redemption or other
retirement of Common Stock, so long as any such deficiency shall
exist in the 4.60% (Series A) Preferred Stock Purchase Fund. Amounts
to satisfy any such deficiency in the 4.60% (Series A) Preferred
Stock Purchase Fund, in whole or in part, may be set aside in the
4.60% (Series A) Preferred Stock Purchase Fund at any time, for
application in the manner aforesaid on the next succeeding June 1,
provided however, that if at any time between any June 30 and March I
of the following year the amount so set aside in the 4.60% (Series A)
Preferred Stock Purchase Fund shall aggregate $50,000 or more, the
Company shall immediately invite tenders of 4.60% (Series
A) Cumulative Preferred Stock in the manner aforesaid, in an amount
sufficient to exhaust the moneys in the 4.60% (Series A) Preferred
Stock Purchase Fund, at the par value thereof plus an amount equal to
accrued dividends to a date which shall be thirty days from the date
of such invitation, the invitation to remain open for twenty-five
days; and on or before the thirtieth day following the date of such
invitation, the Company shall accept tenders and make payment for
4.60% (Series A) Cumulative Preferred Stock tendered, at the price
aforesaid in the same manner as above provided with respect to moneys
set aside in the 4.60% (Series A) Preferred Stock Purchase Fund on
June 1 in each year, and to the extent that tenders are not made in
an amount sufficient to exhaust the moneys so held in the 4.60%
(Series A) Preferred Stock Purchase Fund, such moneys shall likewise
be released from the 4.60% (Series A) Preferred Stock Purchase Fund
and become free funds to the Company. Amounts equal to accrued
dividends on 4.60% (Series A) Cumulative Preferred Stock purchased
through the 4.60% (Series A) Preferred Stock Purchase Fund shall be
paid by the Company by the use of moneys not in the 4.60% (Series A)
Preferred Stock Purchase Fund, and shall not be charged to the 4.60%
(Series A) Preferred Stock Purchase Fund. Shares of 4.60% (Series A)
Cumulative Preferred Stock purchased through the 4.60% (Series A)
Preferred Stock Purchase Fund shall be cancelled and shall not be
reissued.
4. On April 1, 1963 and on April 1 in each year thereafter
so long as any of the 5.125% Cumulative Preferred Stock
shall remain outstanding, the Company shall, subject to
the provisions of Section C of this Article, set aside as
a Purchase Fund for the 5.125% Cumulative Preferred Stock
(herein called the "5.125% Preferred Stock Purchase
Fund") an amount equal to 1% of the aggregate par value
of the largest number of shares of 5.125% Cumulative
Preferred Stock at any time theretofore outstanding;
provided, however, that amounts set aside for Purchase
Funds heretofore or hereafter established for the several
series of Preferred Stock shall be set aside without
preference or priority as between series so that if at
any time there shall be a deficiency (including any
amount then required to be set aside) in the Purchase
Funds for two or more series of Preferred Stock, any
satisfaction of such deficiencies shall be made
simultaneously for such two or more Purchase Funds in
proportion to the amounts of the respective deficiencies
therein. On or before each such April 1 the Company
shall in writing, addressed to all holders of record of
the 5.125% Cumulative Preferred Stock, invite tenders of
5.125% Cumulative Preferred Stock at the par value
thereof, plus an amount equal to accrued dividends to the
next succeeding April 30, in an amount sufficient to
exhaust the moneys so set aside in the 5.125% Preferred
Stock Purchase Fund. The invitations for tenders shall
specify how tenders shall be made and how notification of
acceptance thereof will be given. Tenders may be made on
or before April 25, in each year. If the par value of
the shares of 5.125% Cumulative Preferred Stock tendered
in response to any such invitation aggregates more than
the amount available in the 5.125% Preferred Stock
Purchase Fund such tenders shall be accepted pro rata (as
nearly as practicable without the purchase or issuance of
fractional shares or scrip therefor) in proportion to the
total number of shares of 5.125% Cumulative Preferred
Stock tendered respectively by the holders thereof who
shall have made such tenders, provided that in any event,
each holder of 5.125% Cumulative Preferred Stock shall be
entitled to tender and to have purchased by the Company
on each such invitation, at least the number of shares
(as nearly as practicable without the purchase or
issuance of fractional shares or scrip therefor) of the
5.125% Cumulative Preferred Stock held by such holder
which bears the same ratio to the total number of shares
to be purchased pursuant to the invitation as the number
of shares held of record by such holder at the close of
business on the last business day before the date of such
invitation, bears to the total number of shares of 5.125%
Cumulative Preferred Stock then outstanding. Tenders
shall be accepted of sufficient shares of 5.125%
Cumulative Preferred Stock to exhaust all of the moneys
in the 5.125% Preferred Stock Purchase Fund. Payment for
5.125% Cumulative Preferred Stock for which tenders shall
have been accepted shall be made on the April 30
following the last day for the making of tenders. To the
extent that tenders in any year are not made in an amount
sufficient to exhaust all of the moneys so held in the
5.125% Preferred Stock Purchase Fund, such excess moneys
in the 5.125% Preferred Stock Purchase Fund for that year
shall be released from the 5.125% Preferred Stock
Purchase Fund and become free funds to the Company. The
obligation to set aside amounts in the 5.125% Preferred
Stock Purchase Fund shall be cumulative, so that if, on
April 1 of each year cash in the required amount shall
not have been set aside in full, the amount of the
deficiency shall be added to the 5.125% Preferred Stock
Purchase Fund for the next succeeding year until the
total aggregate amount which shall have been set aside in
such 5.125% Preferred Stock Purchase Fund, and used or
released to the Company in accordance with the provisions
of this Section D.4, shall equal 1% of the aggregate par
value of the largest number of shares of 5.125%
Cumulative Preferred Stock at any time theretofore
outstanding, multiplied by the number of twelve month
periods which shall have elapsed since April 1, 1962. No
dividends shall be declared or paid upon or set apart for
any shares of Common Stock or any sums applied to the
purchase, redemption or other retirement of Common Stock,
so long as any such deficiency shall exist in the 5.125%
Preferred Stock Purchase Fund. Amounts to satisfy any
such deficiency in the 5.125% Preferred Stock Purchase
Fund, in whole or in part, may be set aside in the 5.125%
Preferred Stock Purchase Fund at any time, for
application in the manner aforesaid on the next
succeeding April 1, provided however, that if at any time
between any April 30 and January 1 of the following year
the amount so set aside in the 5.125% Preferred Stock
Purchase Fund shall aggregate $50,000 or more, the
Company shall immediately invite tenders of 5.125%
Cumulative Preferred Stock in the manner aforesaid, in an
amount sufficient to exhaust the moneys in the 5.125%
Preferred Stock Purchase Fund, at the par value thereof
plus an amount equal to accrued dividends to a date which
shall be thirty days from the date of such invitation,
the invitation to remain open for twenty-five days; and
on or before the thirtieth day following the date of such
invitation, the Company shall accept tenders and make
payment for 5.125% Cumulative Preferred Stock tendered,
at the price aforesaid in the same manner as above
provided with respect to moneys set aside in the
5.125% Preferred Stock Purchase Fund on April I in each
year, and to the extent that tenders are not made in an
amount sufficient to exhaust the moneys so held in the
5.125% Preferred Stock Purchase Fund, such moneys shall
likewise be released from the 5.125% Preferred Stock
Purchase Fund and become free funds to the Company.
Amounts equal to accrued dividends on 5.125% Cumulative
Preferred Stock purchased through the 5.125% Preferred
Stock Purchase Fund shall be paid by the Company by the
use of moneys not in the 5.125% Preferred Stock Purchase
Fund, and shall not be charged to the 5.125% Preferred
Stock Purchase Fund. Shares of 5.125% Cumulative
Preferred Stock purchased through the 5.125% Preferred
Stock Purchase Fund shall be cancelled and shall not be
reissued.
5. On March 1, 1968 and on March 1 in each year thereafter
so long as any of the 4.60% (Series B) Cumulative
Preferred Stock shall remain outstanding, the Company
shall, subject to the provisions of Section C of this
Article, set aside as a Purchase Fund for the 4.60%
(Series B) Cumulative Preferred Stock (herein called the
"4.60% (Series B) Preferred Stock Purchase Fund") an
amount equal to 2% of the aggregate par value of the
largest number of shares of 4.60% (Series B) Cumulative
Preferred Stock at any time theretofore outstanding;
provided, however, that amounts set aside for Purchase
Funds heretofore or hereafter established for the several
series of Preferred Stock shall be set aside without
preference or priority as between series so that if at
any time there shall be a deficiency (including any
amount then required to be set aside) in the Purchase
Funds for two or more series of Preferred Stock, any
satisfaction of such deficiencies shall be made
simultaneously for such two or more Purchase Funds in
proportion to the amounts of the respective deficiencies
therein. On or before each such March 1 the Company
shall in writing, addressed to all holders of record of
the 4.60% (Series B) Cumulative Preferred Stock, invite
tenders of 4.60% (Series B) Cumulative Preferred Stock at
the par value thereof, plus an amount equal to accrued
dividends to the next succeeding March 31, in an amount
sufficient to exhaust the moneys so set aside in the
4.60% (Series B) Preferred Stock Purchase Fund. The
invitations for tenders shall specify how tenders shall
be made and how notification of acceptance thereof will
be given. Tenders may be made on or before March 25, in
each year. If the par value of the shares of 4.60%
(Series B) Cumulative Preferred Stock tendered in
response to any such invitation aggregates more than the
amount available in the 4.60% (Series B) Preferred Stock
Purchase Fund such tenders shall be accepted pro rata (as
nearly as practicable without the purchase or issuance of
fractional shares or scrip therefor) in proportion to the
total number of shares of 4.60% (Series B) Cumulative
Preferred Stock tendered respectively by the holders
thereof who shall have made such tenders, provided that
in any event, each holder of 4.60% (Series B) Cumulative
Preferred Stock shall be entitled to tender and to have
purchased by the Company on each such invitation, at
least the number of shares (as nearly as practicable
without the purchase or issuance of fractional shares or
scrip therefor) of the 4.60% (Series B) Cumulative
Preferred Stock held by such holder which bears the same
ratio to the total number of shares to be purchased
pursuant to the invitation as the number of shares held
of record by such holder at the close of business on the
last business day before the date of such invitation,
bears to the total number of shares of 4.60% (Series B)
Cumulative Preferred Stock then outstanding. Tenders
shall be accepted of sufficient shares of 4.60% (Series
B) Cumulative Preferred Stock to exhaust all of the
moneys in the 4.60% (Series B) Preferred Stock Purchase
Fund.
Payment for 4.60% (Series B) Cumulative Preferred Stock for which
tenders shall have been accepted shall be made on the March 31
following the last day for the making of tenders. To the extent that
tenders in any year are not made in an amount sufficient to exhaust
all of the moneys so held in the 4.60% (Series B) Preferred Stock
Purchase Fund, such excess moneys in the 4.60% (Series B) Preferred
Stock Purchase Fund for that year shall be released from the 4.60%
(Series B) Preferred Stock Purchase Fund and become free funds to the
Company. The obligation to set aside amounts in the 4.60% (Series B)
Preferred Stock Purchase Fund shall be cumulative, so that if, on
March 1 of each year cash in the required amount shall not have been
set aside in full, the amount of the deficiency shall be added to the
4.60 % (Series B) Preferred Stock Purchase Fund for the next
succeeding year until the total aggregate amount which shall have
been set aside in such 4.60% (Series B) Preferred Stock Purchase
Fund, and used or released to the Company in accordance with the
provisions of this Section D.5, shall equal 2% of the aggregate par
value of the largest number of shares of 4.60% (Series B) Cumulative
Preferred Stock at any time theretofore outstanding, multiplied by
the number of twelve month periods which shall have elapsed since
March 1, 1967. No dividends shall be declared or paid upon or set
apart for any shares of Common Stock or any sums applied to the
purchase, redemption or other retirement of Common Stock, so long as
any such deficiency shall exist in the 4.60% (Series B) Preferred
Stock Purchase Fund. Amounts to satisfy any such deficiency in the
4.60% (Series B) Preferred Stock Purchase Fund, in whole or in part,
may be set aside in the 4.60% (Series B) Preferred Stock Purchase
Fund at any time, for application in the manner aforesaid on the next
succeeding March 1, provided however, that if at any time between
March 31 and December 1 of any year the amount so set aside in the
4.60% (Series B) Preferred Stock Purchase Fund shall aggregate
$85,000 or more, the Company shall immediately invite tenders of
4.60% (Series B) Cumulative Preferred Stock in the manner aforesaid,
in an amount sufficient to exhaust the moneys in the 4.60% (Series B)
Preferred Stock Purchase Fund, at the par value thereof plus an
amount equal to accrued dividends to a date which shall be thirty
days from the date of such invitation, the invitation to remain open
for twenty-five days; and on or before the thirtieth day following
the date of such invitation, the Company shall accept tenders and
make payment for 4.60% (Series B) Cumulative Preferred Stock
tendered, at the price aforesaid in the same manner as above provided
with respect to moneys set aside in the 4.60% (Series B) Preferred
Stock Purchase Fund on March 1 in each year, and to the extent that
tenders are not made in an amount sufficient to exhaust the moneys so
held in the 4.60% (Series B) Preferred Stock Purchase Fund, such
moneys shall likewise be released from the 4.60% (Series B) Preferred
Stock Purchase Fund and become free funds to the Company. Amounts
equal to accrued dividends on 4.60% (Series B) Cumulative Preferred
Stock purchased through the 4.60% (Series B) Preferred Stock Purchase
Fund shall be paid by the Company by the use of moneys not in the
4.60% (Series B) Preferred Stock Purchase Fund, and shall not be
charged to the 4.60% (Series B) Preferred Stock Purchase Fund. Shares
of 4.60% (Series B) Cumulative Preferred Stock purchased through the
4.60% (Series B) Preferred Stock Purchase Fund shall be cancelled and
shall not be reissued.
6. On January 1, 1972 and on January 1 in each year
thereafter so long as any of the 6% Cumulative Preferred
Stock shall remain outstanding, the Company shall,
subject to the provisions of Section C of this Article,
set aside as a Purchase Fund for the 6% Cumulative
Preferred Stock (herein called the "6% Preferred Stock
Purchase Fund") an amount equal to 2% of the aggregate
par value of the largest number of shares of 6%
Cumulative Preferred Stock at any time theretofore
outstanding; provided, however, that
amounts set aside for Purchase Funds heretofore or
hereafter established for the several series of
Preferred Stock shall be set aside without preference or
priority as between series so that if at any time there
shall be a deficiency (including any amount then required
to be set aside) in the Purchase Funds for two or more
series of Preferred Stock, any satisfaction of such
deficiencies shall be made simultaneously for such two or
more Purchase Funds in proportion to the amounts of the
respective deficiencies therein. On or before each such
January 1 the Company shall in writing, addressed to all
holders of record of the 6% Cumulative Preferred Stock,
invite tenders of 6% Cumulative Preferred Stock at the
par value thereof, plus an amount equal to accrued
dividends to the next succeeding January 31, in an amount
sufficient to exhaust the moneys so set aside in the 6%
Preferred Stock Purchase Fund. The invitations for
tenders shall specify how tenders shall be made and how
notification of acceptance thereof will be given.
Tenders may be made on or before January 25, in each
year. If the par value of the shares of 6% Cumulative
Preferred Stock tendered in response to any such
invitation aggregates more than the amount available in
the 6% Preferred Stock Purchase Fund such tenders shall
be accepted pro rata (as nearly as practicable without
the purchase or issuance of fractional shares or scrip
therefor) in proportion to the total number of shares of
6% Cumulative Preferred Stock tendered respectively by
the holders thereof who shall have made such tenders,
provided that in any event, each holder of 6% Cumulative
Preferred Stock shall be entitled to tender and to have
purchased by the Company on each such invitation, at
least the number of shares (as nearly as practicable
without the purchase or issuance of fractional shares or
scrip therefor) of the 6% Cumulative Preferred Stock held
by such holder which bears the same ratio to the total
number of shares to be purchased pursuant to the
invitation as the number of shares held of record by such
holder at the close of business on the last business day
before the date of such invitation, bears to the total
number of shares of 6% Cumulative Preferred Stock then
outstanding. Tenders shall be accepted of sufficient
shares of 6% Cumulative Preferred Stock to exhaust all of
the moneys in the 6% Preferred Stock Purchase Fund.
Payment for 6% Cumulative Preferred Stock for which
tenders shall have been accepted shall be made on the
January 31 following the last day for the making of
tenders. To the extent that tenders in any year are not
made in an amount sufficient to exhaust all of the moneys
so held in the 6% Preferred Stock Purchase Fund, such
excess moneys in the 6% Preferred Stock Purchase Fund for
that year shall be released from the 6% Preferred Stock
Purchase Fund and become free funds to the Company. The
obligation to set aside amounts in the 6% Preferred Stock
Purchase Fund shall be cumulative, so that if, on January
1 of each year cash in the required amount shall not have
been set aside in full, the amount of the deficiency
shall be added to the 6% Preferred Stock Purchase Fund
for the next succeeding year until the total aggregate
amount which shall have been set aside in such 6%
Preferred Stock Purchase Fund, and used or released to
the Company in accordance with the provisions of this
Section D.6, shall equal 2% of the aggregate par value of
the largest number of shares of 6% Cumulative Preferred
Stock at any time theretofore outstanding, multiplied by
the number of twelve month periods which shall have
elapsed since January 1, 1971. No dividends shall be
declared or paid upon or set apart for any shares of
Common Stock or any sums applied to the purchase,
redemption or other retirement of Common Stock, so long
as any such deficiency shall exist in the 6% Preferred
Stock Purchase Fund. Amounts to satisfy any such
deficiency in the 6% Preferred Stock Purchase Fund, in
whole or in part, may be set aside in the 6% Preferred
Stock Purchase Fund at any time, for application in the
manner aforesaid on the next succeeding January 1,
provided however, that if at any time between January 31
and October I of any year the amount so set aside in the
6% Preferred Stock Purchase Fund shall aggregate $80,000
or more, the Company shall immediately invite tenders of
6% Cumulative Preferred Stock in the manner aforesaid, in
an amount sufficient to exhaust the moneys in the 6%
Preferred Stock Purchase Fund, at the par value thereof plus an
amount equal to accrued dividends to a date which shall be thirty
days from the date of such invitation, the invitation to remain open
for twenty-five days; and on or before the thirtieth day following
the date of such invitation, the Company shall accept tenders and
make payment for 6% Cumulative Preferred Stock tendered, at the price
aforesaid in the same manner as above provided with respect to moneys
set aside in the 6% Preferred Stock Purchase Fund on January 1 in
each year, and to the extent that tenders are not made in an amount
sufficient to exhaust the moneys so held in the 6% Preferred Stock
Purchase Fund, such moneys shall likewise be released from the 6%
Preferred Stock Purchase Fund and become free funds to the Company.
Amounts equal to accrued dividends on 6% Cumulative Preferred Stock
purchased through the 6% Preferred Stock Purchase Fund shall be paid
by the Company by the use of moneys not in the 6% Preferred Stock
Purchase Fund, and shall not be charged to the 6% Preferred Stock
Purchase Fund. Shares of 6% Cumulative Preferred Stock purchased
through the 6% Preferred Stock Purchase Fund shall be cancelled and
shall not be reissued.
7. Subject to the provisions of Sections C and E of this
Article, prior to October 1, 1973 and prior to October 1
in each year thereafter so long as any of the 9.40%
Cumulative Preferred Stock shall remain outstanding, the
Company shall deposit with the Transfer Agent, as a
Sinking Fund for the 9.40% Cumulative Preferred Stock, an
amount equal to 2% of the aggregate par value of the
largest number of shares of 9.40% Cumulative Preferred
Stock at any time theretofore outstanding, plus an amount
equal to dividends accrued thereon to such October 1. The
Transfer Agent shall apply the moneys in such fund to
redeem on each such October 1, in accordance with the
provisions of Section E of this Article, shares of the
9.40% Cumulative Preferred Stock at Fifty Dollars
($50.00) per share, plus dividends accrued to the date of
redemption, provided that, in addition to the
restrictions contained in Sections C and E of this
Article, if, at any time, the Company shall be in default
in the performance of its obligations under this Sinking
Fund, thereafter and until all such defaults shall have
been remedied, the Company shall not redeem any Preferred
Stock unless all the shares of Preferred Stock
outstanding are redeemed, and shall not purchase or
otherwise acquire for value any shares of Preferred Stock
except out of amounts set aside as Purchase Funds or
Sinking Funds heretofore or hereafter established for one
or more of the series of Preferred Stock. The Company
may, upon notice to the Transfer Agent prior to August 15
in any year in which the Company shall be obligated to
redeem shares of the 9.40% Cumulative Preferred Stock
through the operation of the Sinking Fund, elect to
reduce its obligation in respect of the redemption of
shares so required to be redeemed by directing that any
shares of the 9.40% Cumulative Preferred Stock previously
purchased by the Company (other than shares purchased
pursuant to the operation of the Sinking Fund or
previously applied as a credit against the Sinking Fund)
shall be applied as a credit, in whole or in part, in an
amount equal to the aggregate par value of the shares so
applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the
operation of the Sinking Fund.
8. Subject to the provisions of Sections C and E of this
Article, prior to July 1, 1974 and prior to July 1 in
each year thereafter so long as any of the 8.12%
Cumulative Preferred Stock shall remain outstanding, the
Company shall deposit with the Transfer Agent, as a
Sinking Fund for the 8.12% Cumulative Preferred Stock, an
amount equal to 2% of the aggregate par value of the
largest number of shares of 8.12% Cumulative Preferred
Stock at any time theretofore outstanding, plus an amount
equal to dividends accrued to such July 1 on the shares
to be redeemed therewith. The Transfer Agent shall apply
the moneys in such fund to redeem on each such July 1, in
accordance with the provisions of Section E of this
Article, shares of the 8.12% Cumulative Preferred Stock
at One Hundred Dollars ($100.00) per share, plus
dividends accrued to the date of redemption. The Company
may, upon notice to the Transfer Agent prior to April 15
in any year in which the Company shall be obligated to
redeem shares of the 8.12% Cumulative Preferred Stock
through the operation of the Sinking Fund, elect to
reduce its obligation in respect of the redemption of
shares so required to be redeemed by directing that any
shares of the 8.12% Cumulative Preferred Stock previously
purchased by the Company (other than shares purchased
pursuant to the operation of the Sinking Fund or
previously applied as a credit against the Sinking Fund)
shall be applied as a credit, in whole or in part, in an
amount equal to the aggregate par value of the shares so
applied, against the aggregate par value of the shares
required to be redeemed in such year pursuant to the
operation of the Sinking Fund.
9. Subject to the provisions of Sections C and E of this
Article, prior to July 1, 1975 and prior to July 1 in
each year thereafter so long as any of the 7.70%
Cumulative Preferred Stock shall remain outstanding, the
Company shall deposit with the Transfer Agent, as a
Sinking Fund for the 7.70% Cumulative Preferred Stock, an
amount equal to 2% of the aggregate par value of the
largest number of shares of 7.70% Cumulative Preferred
Stock at any time theretofore outstanding, plus an amount
equal to dividends accrued to such July 1 on the shares
to be redeemed therewith. The Transfer Agent shall apply
the moneys in such fund to redeem on each such July 1, in
accordance with the provisions of Section E of this
Article, shares of the 7.70% Cumulative Preferred Stock
at One Hundred Dollars ($100.00) per share, plus
dividends accrued to the date of redemption. The Company
may, upon notice to the Transfer Agent prior to April 15
in any year in which the Company shall be obligated to
redeem shares of the 7.70% Cumulative Preferred Stock
through the operation of the Sinking Fund, elect to reduce its
obligation in respect of the redemption of shares so required to be
redeemed by directing that any shares of the 7.70% Cumulative
Preferred Stock previously purchased by the Company (other than
shares purchased pursuant to the operation of the Sinking Fund or
previously applied as a credit against the Sinking Fund) shall be
applied as a credit, in whole or in part, in an amount equal to the
aggregate par value of the shares so applied, against the aggregate
par value of the shares required to be redeemed in such year pursuant
to the operation of the Sinking Fund.
10. Subject to the provisions of Sections C and E of this
Article V, prior to January 1, 1985 and prior to January
1 in each year thereafter so long as any of the 8.72%
Cumulative Preferred Stock shall remain outstanding, the
Company shall deposit with the Transfer Agent, as a
Sinking Fund for the 8.72% Cumulative Preferred Stock, an
amount equal to 4% of the aggregate par value of the
largest number of shares of 8.72% Cumulative Preferred
Stock at any time theretofore outstanding and, in
addition, the Company may, at its option, deposit in such
fund up to an equal amount plus, in each case, an amount
equal to dividends accrued to such January 1 on the
shares to be redeemed therewith. The right to make such
optional deposit shall not be cumulative and shall not
reduce any subsequent mandatory Sinking Fund payment. If
the Company shall intend to exercise its right to make an
optional Sinking Fund payment in any year, it shall
deliver to the Transfer Agent prior to November 15 of
such year notice of its intent to exercise such optional
right. Thereupon, the amount required to be deposited in
such fund by the first sentence of this paragraph shall
be increased by, and shall include, the additional amount
specified in such notice. The Transfer Agent shall apply
the moneys in such fund to redeem on each such January 1,
in accordance with the provisions of Section E of this
Article, shares of the 8.72% Cumulative Preferred Stock
at Fifty Dollars ($50.00) per share, plus dividends
accrued to the date of redemption. The Company may, upon
notice to the Transfer Agent prior to November 15 in any
year in which the Company shall be obligated to redeem
shares of the 8.72% Cumulative Preferred Stock through
the operation of the Sinking Fund, elect to reduce its
obligation in respect of the redemption of shares so
required to be redeemed by directing that any shares of
the 8.72% Cumulative Preferred Stock previously purchased
by the Company (other than shares purchased pursuant to
the operation of the Sinking Fund or previously applied
as a credit against the Sinking Fund) shall be applied as
a credit, in whole or in part, in an amount equal to the
aggregate par value of the shares so applied, against the aggregate
par value of the shares required to be redeemed in such year pursuant
to the operation of the Sinking Fund.
E. The Preferred Stock of any series at any time outstanding
may be redeemed by the Company (except as may be
otherwise provided by the resolution or resolutions
adopted by the Board of Directors pursuant to Section B.2
(or its successor) of this Article V in the case of any
series of Preferred Stock established by the Board of
Directors pursuant to said Section B.2 (or its
successor)). Any such redemption by the Company shall be
at its election expressed by resolution adopted by its
Board of Directors, as a whole at any time or in part
from time to time, on not less than thirty (30) nor more
than sixty (60) days' prior written notice given as
herein provided, at the then applicable redemption prices
per share set forth below with respect to shares of the
presently designated series of Preferred Stock as set
forth in Exhibit A hereto and, in addition thereto, in
each case, an amount which, together with the aggregate
of the dividends previously paid upon such share, shall
be equal to dividends accrued upon such share at the
annual dividend rate indicated below (but without
interest) from the date from which the dividends thereon
became cumulative to the date of redemption:
Annual
Date Fixed Redemption Dividend
Series for Redemption Price Rate
(a) 5% Preferred Stock Any date $ 52.50 $ 2.50
(b) 4.60% Cumulative Preferred Stock Any date $ 50.50 $ 2.30
(c) 4.50% Cumulative Preferred Stock Any date $ 51.00 $ 2.25
(d) 4.60% (Series A) Cumulative Any date $ 51.00 $ 2.30
Preferred Stock
(e) 5.125% Cumulative Preferred Stock Any date $ 51.00 $ 2.5625
(f) 4.60% (Series B) Cumulative Any date $ 50.50 $ 2.30
Preferred Stock
(g) 6% Cumulative Preferred Stock Any date $ 50.50 $ 3.00
(h) 9.40% Cumulative Preferred Stock Any date $ 51.175 $ 4.70
(i) 8.12% Cumulative Preferred Stock Any date $ 102.03 $ 8.12
(j) 7.70% Cumulative Preferred Stock Any date $ 101.00 $ 7.70
(k) 8.40% Cumulative Preferred Stock
On or prior to November 30, 1991 $ 104.70 $ 8.40
December 1, 1991 through
November 30, 1996 102.80
On and after December 1, 1996 101.00
Annual
Date Fixed Redemption Dividend
Series for Redemption Price Rate
(1) 8.72% Cumulative Preferred Stock On or prior to
December 31, 1993 52.00 $ 4.36
January 1, 1994 through
December 31, 1998 51.00
On and after January 1, 1999 50.00
and, in the case of any series of Preferred Stock
established by the Board of Directors pursuant to Section B.2 (or
its successor) of this Article V to be redeemed, at the
redemption price per share of shares of such series fixed and
determined by the resolution or resolutions of the Board of
Directors establishing such series in effect at the time of such
redemption, and, in addition thereto, an amount which, together
with the aggregate of the dividends previously paid upon such
share, will be equal to the annual dividend rate for such series
fixed and determined by the resolution or resolutions of the
Board of Directors establishing such series (but without
interest) from the date from which the dividends thereon became
cumulative to the date of redemption. Redemption may be made at
any time of either the whole or any part of the shares of any
series of Preferred Stock without redeeming the whole or any part
of the shares of any other series of Preferred Stock; provided
that if, at any time, the Company shall fail to pay dividends in
full on any outstanding shares of any series of Preferred Stock,
thereafter and until dividends in full on all such shares shall
have been paid, or declared and set apart for payment, for all
past dividend periods, the Company shall not redeem any Preferred
Stock unless all the shares of Preferred Stock outstanding are
redeemed, and shall not purchase or otherwise acquire for value
any shares of Preferred Stock otherwise than in accordance with
an offer made to all holders of shares of Preferred Stock; and
provided further if, at any time, the Company shall be in default
in the performance of its obligations under any Purchase Fund or
Sinking Fund provisions heretofore or hereafter fixed and
determined for any series of Preferred Stock pursuant to this
Article V, thereafter and until all such defaults shall have been
remedied, the Company shall not redeem any Preferred Stock unless
all the shares of Preferred Stock outstanding are redeemed, and
shall not purchase or otherwise acquire for value any shares of
Preferred Stock except out of amounts set aside as Purchase Funds
or Sinking Funds heretofore or hereafter established for one or
more of the series of Preferred Stock. In case of the redemption
of a part only of any series of Preferred Stock at the time
outstanding, the shares of Preferred Stock to be redeemed shall
be selected by lot, in such manner as the Company may determine,
by a bank or trust company selected for that purpose by the
Company. Notice of the election of the Company to redeem any of
the Preferred Stock shall be given by the Company by mailing a
copy of such notice, postage prepaid, not less than thirty (30)
nor more than sixty (60) days prior to the date designated
therein as the date for
such redemption, to the holders of record on the date of such
mailing of the shares of Preferred Stock to be
redeemed, addressed to them at their respective addresses
appearing on the books of the Company. Such notice shall state
that such shares of Preferred Stock will be redeemed at the
redemption price aforesaid and on the date specified in such
notice, upon the surrender for cancellation, at the place
designated in such notice, of the certificates representing such
shares of Preferred Stock, properly endorsed in blank for
transfer or accompanied by proper instruments of assignment and
transfer in blank (if required by the Company) and bearing all
necessary transfer stamps thereto affixed and cancelled. On and
after the date specified in such notice, each holder of shares of
Preferred Stock called for redemption as aforesaid, upon
presentation and surrender at the place designated in such notice
of the certificates for shares of Preferred Stock held by him,
properly endorsed in blank for transfer or accompanied by proper
instruments of assignment and transfer in blank (if required by
the Company), and bearing all necessary transfer tax stamps
thereto affixed and cancelled, shall be entitled to receive
therefor the redemption price hereinbefore specified. From and
after the date of redemption specified in such notice (unless
default shall be made by the Company in providing moneys for the
payment of the redemption price), all dividends on the shares of
Preferred Stock so called for redemption shall cease to accrue
and, from and after said date (unless default shall be made by
the Company as aforesaid), or, if the Company shall so elect,
from and after the date (prior to the date of redemption so
specified) on which the Company shall provide the moneys for the
payment of the redemption price by depositing the amount thereof
with a bank or trust company doing business in the Borough of
Manhattan, City and State of New York, and having a capital and
surplus of at least $5,000,000, provided that the notice of
redemption shall have stated the intention of the Company to
deposit such amount on a date in such notice specified, all
rights of the holders of the shares so called for redemption as
stockholders of the Company, except only the right to receive the
redemption price then due, shall cease and determine. Subject to
the foregoing provisions of this Section E, the Company may also
from time to time repurchase shares of any series of its
Preferred Stock at not exceeding the respective redemption prices
thereof. All shares of Preferred Stock so redeemed shall be
retired and shall not be reissued, but the Company may,
nevertheless, from time to time thereafter increase and/or
reclassify its capital stock in the manner and to the extent
permitted by law and by its Charter.
F. At all elections of directors of the Company, and on
all other matters, except on matters in respect of
which the laws of the State of South Carolina shall
provide that all stockholders shall have the right to
vote irrespective of whether such right has been
relinquished by any of such stockholders and except as
otherwise herein provided, the holders of the Common
Stock shall have the exclusive right to vote, provided,
however, that, if and whenever four (4) quarterly
dividends payable on the Preferred Stock shall be
unpaid in whole or in part, the holders of the
Preferred Stock as a class, all the shares of all
series of Preferred Stock then outstanding taken
together constituting the class, shall have the
exclusive right to vote for and to elect the smallest
number of directors which shall constitute a majority
of the then authorized number of directors of the
Company, and in all matters other than the election of
directors, each holder of one or more shares of any
series of Preferred Stock shall be entitled to such
vote for each such share held by him as is provided in
paragraph 3.F of Section B of this Article V. In the
event of defaults entitling the Preferred Stock to vote
as aforesaid, the holders of the Common Stock as a
class shall have the exclusive right to vote for and to
elect the greatest number of directors which shall
constitute a minority of the then authorized number of
directors of the Company and in all matters other than
the election of directors, each holder of Common Stock
shall be entitled to one vote for each share of stock
held by him. The voting rights of the holders of the
Preferred Stock, however, shall cease when all
accumulated and unpaid dividends on their stock shall
have been paid in full. The terms of office of all
persons who may be directors of the Company, at the
time when the right to elect a majority of the
directors shall accrue to the holders of the Preferred
Stock as herein provided, shall terminate upon the
election of their successors at a meeting of the
stockholders of the Company then entitled to vote.
Whenever the right shall have accrued to the holders of
Preferred Stock to elect directors, the Board of
Directors shall, within ten days after delivery to the
Company at its principal office of a request to such
effect signed by any holder of shares of the Preferred
Stock entitled to vote, call a special meeting of the
stockholders to be held within forty days from the
delivery of such request for the purpose of electing
directors. The notice of such meeting shall be similar
to that provided in the By-Laws for an annual meeting of
stockholders. Any vacancy in the Board of Directors
occurring during any period that the Preferred Stock
shall have representatives on the Board shall be filled
by a majority vote of the remaining directors representing the
class of stock theretofore represented by the director causing
the vacancy. Upon the termination of such exclusive right of the
holders of the Preferred Stock to elect a majority of the
directors of the Company, the terms of office of all the
directors of the Company shall terminate upon the election of
their successors at a meeting of the stockholders of the Company
then entitled to vote. Whenever the right of holders of shares of
Preferred Stock to elect directors shall have terminated, the
Board of Directors shall, within ten days after delivery to the
Company at its principal office of a request to such effect
signed by any holders of shares of Common Stock entitled to vote,
call a special meeting of the stockholders to be held within
forty days from the delivery of such request for the purpose of
electing directors. The notice of such meeting shall be similar
to that provided in the By-Laws for an annual meeting of
stockholders.
G. So long as any of the Preferred Stock shall be outstanding,
unless provision has been made for the redemption thereof as
provided in Section E of this Article V:
1. The Company shall not, without the affirmative vote
or written consent of the holders of at least two-
thirds of the total voting power of all shares of
Preferred Stock then outstanding, all of said
shares voting as a single class (in addition to any
other vote or consent at the time required by law),
(a) create or issue any shares of stock, in
addition to the shares which the Company is then
authorized to issue, which would rank equally with
or prior to the Preferred Stock or authorize any
increase of the Preferred Stock now authorized, or
(b) amend its charter so as to change, alter or
repeal the provisions contained herein relating to
the preferences, voting powers, restrictions and
qualifications of any series of Preferred Stock,
provided, however, that if any such amendment,
alteration or repeal would decrease the rights and
preferences of outstanding shares of Preferred
Stock of one or more series without proportionately
decreasing the rights and preferences of the
outstanding shares of the other series, then like
consent by the holders of at least two-thirds of
the total voting power of the Preferred Stock of
the former one or more series (voting as a class)
at the time outstanding shall also be necessary for
effecting or validating any such amendment,
alteration or repeal, provided further, however,
that the establishment and designation of any
series of Preferred Stock, and the fixing and determination
of the relative rights and preferences thereof, pursuant to
Section B.2 (or its successor) of this Article V including,
without limiting the generality of the foregoing, provisions
for a Purchase Fund or Sinking Fund, with respect to such
series, which shall rank pari passu with the Purchase Funds
and Sinking Funds heretofore provided for shares of the
established series of Preferred Stock designated as set forth
in Exhibit A hereto or with any Purchase Fund or Sinking Fund
for any series of Preferred Stock hereafter established,
shall not be deemed to be an amendment of the Company's
charter which changes, alters or repeals the provisions
contained herein relating to the preferences, voting powers,
restrictions and qualifications of any series of Preferred
Stock or which decreases the rights and preferences of
outstanding shares of Preferred Stock of any series and shall
not require the affirmative vote or written consent of the
holders of Preferred Stock of any series heretofore or
hereafter established, and provided further, that if any such
amendment or alteration would increase the authorized number
of shares of any series of Preferred Stock referred to in
Exhibit A hereto, then like consent by the holders of at
least two-thirds in amount of each such series so affected
shall also be necessary for effecting or validating any such
amendment or alteration, and provided further that if any
such amendment or alteration would increase the authorized
number of shares of any series of Preferred Stock hereafter
established by the Board of Directors pursuant to Section B.2
(or its successor) of this Article V, then like consent of
the holders of at least two-thirds in amount of such series
shall also be necessary for effecting or validating any such
amendment or alteration or (c) issue any shares of Preferred
Stock in addition to the initial series of 125,234 shares of
the 5% Preferred Stock, 60,000 shares of the 4.60% Cumulative
Preferred Stock, 80,000 shares of the 4.50% Cumulative
Preferred Stock, 100,000 shares of the 4.60% (Series A)
Cumulative Preferred Stock, 100,000 shares of the 5.125%
Cumulative Preferred Stock and 170,000 shares of the 4.60%
(Series B) Cumulative Preferred Stock (i) unless for any
twelve consecutive calendar months immediately preceding the
calendar month within which such additional shares of
Preferred Stock shall be issued, the net earnings of the
Company available for the payment of interest charges on the
Company's indebtedness, determined after provision for
depreciation, amortization of utility
plant acquisition adjustment accounts, and all taxes, in
accordance with sound accounting practice, shall have been at
least one and one-half times the aggregate for a twelve
months' period of the interest charges on indebtedness of the
Company and the dividend requirements on all shares of
Preferred Stock to be outstanding immediately after the
proposed issue of such additional shares thereof, provided
that there shall be excluded from the foregoing computation
interest charges on all indebtedness and dividends on all
stock which are to be retired in connection with the issue of
such additional shares of Preferred Stock, and also provided
that, where such additional shares of Preferred Stock are to
be issued in connection with the acquisition of new property,
the net earnings of the property to be so acquired may be
included on a pro forma basis in the foregoing computation,
computed on the same basis as the net earnings of the
Company, and (ii) unless the aggregate of the capital of the
Company applicable to the Common Stock and the surplus of the
Company shall be not less than the amount payable upon
involuntary dissolution to the holders of the Preferred Stock
to be outstanding immediately after the proposed issue of
such additional Preferred Stock, excluding from the foregoing
computation all indebtedness and stock which are to be
retired in connection with the issue of such additional
shares of Preferred Stock, provided, that no portion of the
surplus of the Company which shall be used to meet the
requirements of this clause (ii) shall, after the issue of
such additional shares of Preferred Stock and until such
additional shares or a like number of other shares of
Preferred Stock shall have been retired, be available for
dividends or other distribution upon the Common Stock; and
2. The Company shall not, without the consent of the
Preferred and Common Stock at a meeting duly called
for the purpose, which consent must be evidenced by
(a) a simple majority vote of the total voting
power of all shares of Preferred Stock then
outstanding, each of said shares being entitled to
such vote per share as is provided in paragraph 3.F
of Section B of this Article V and voting as a
single class, (b) a simple majority vote of the
total number of shares of Common Stock then
outstanding, each of said shares being entitled to
one vote per share, and (c) a two-thirds majority
vote of the then outstanding Preferred and Common
Stock voting as a single class, each outstanding
share of Preferred Stock being entitled to twenty
times the vote per share provided in paragraph 3.F
of Section B of this Article V and each outstanding share of
Common Stock being entitled to one vote per share (in
addition to any other vote or consent at the time required by
law), consolidate or merge with or into any other corporation
or corporations, permit the consolidation or merger of any
other corporation or corporations into it, or sell, lease or
otherwise transfer all or the greater part of the assets of
the Company; provided, however, that the Board of Directors
of the Company, by resolution, shall have the right at any
time without the vote or consent of stockholders of any
class, to mortgage or otherwise subject to lien or pledge all
or any part of the assets of the Company for proper corporate
purposes.
3. The Company, except for the purposes of:
(a) refunding outstanding unsecured indebtedness
theretofore issued or assumed by the Company,
(b) redeeming or retiring all outstanding shares
of Preferred Stock, or
(c) reimbursing the Company, in whole or in part, for moneys
deposited by it to provide for the redemption or
retirement of all outstanding shares of one or more
series of the Preferred Stock,
shall not, without the consent (given by vote at a meeting
duly called for the purpose) of the holders of at least a
majority of the total voting power of all shares of Preferred
Stock then outstanding, all of said shares voting as a single
class, issue any unsecured notes, debentures or other
securities representing unsecured indebtedness, or assume any
such unsecured indebtedness, if, immediately after such issue
or assumption, as the case may be, the total principal amount
of all unsecured notes, debentures or other securities
representing unsecured indebtedness issued or assumed by the
Company and then outstanding (including unsecured securities
then to be issued or assumed) would exceed (i) $8,000,000 or
(ii) ten per cent (10%) of the aggregate of the total
principal amount of all bonds or other securities
representing secured indebtedness issued or assumed by the
Company and then outstanding and the capital and surplus of
the Company as then stated on the books of account of the
Company, whichever amount is greater, provided, however, that
no such consent shall be required in connection with the
Company's entering into any
agreement for the payment of such amounts of money as may be
necessary to meet payments of interest, principal or premium
on and incidental costs with respect to securities issued by
tax-exempt public agencies for the purpose of financing,
directly or indirectly, the cost of facilities used or to be
used by the Company or in connection with the Company's
business or operations which are designed to eliminate,
mitigate or prevent air or water pollution or radiation
emissions or otherwise to prevent or ameloriate potentially
adverse side effects of the Company's business or operations
on the environment or public health. Nothing herein contained
shall be deemed to require such vote of Preferred
Stockholders to enable the Company to make or assume any
indebtedness secured by mortgage, pledge or collateral.
H. The holders of shares of any series of Preferred
Stock shall have no right whatever to subscribe for or
purchase or to have offered to them for subscription or
purchase any additional shares of stock of any class,
character or description, or obligations of any kind of
the Company convertible into stock of any class of the
Company, or to which shall be attached or appertain any
warrant or warrants or other instrument or instruments
that shall confer upon the holder or holders of such
obligations the right to subscribe for, or to purchase
or receive from the Company, any shares of capital
stock of any class of the Company, whether now or
hereafter authorized.
I. No holder of Common Stock of the Company shall have any
preemptive right to subscribe for, purchase or
otherwise acquire any additional shares of Common Stock
of the Company, or any options or rights to purchase
shares of Common Stock of the Company, or any
securities convertible into or carrying options or
rights to purchase shares of Common Stock of the
Company, whether now or hereafter authorized, and
whether issued or granted for cash, property, services
or otherwise.
ARTICLE VI
The number of directors of the Corporation shall be such number
permitted by law as shall be fixed by the Corporation's By-Laws. They shall
manage the business, property and affairs of the Corporation.
Dated: December 15, 1993
SOUTH CAROLINA ELECTRIC & GAS COMPANY
By: B. TATE HORTON, JR.
Vice President and Treasurer
By: KEVIN B. MARSH
Secretary
Note: Any person signing this form, shall either opposite or beneath his
signature, clearly and legibly state his name and the capacity in
which he signs. Must be signed by the Chairman of the Board of
Directors, the president or another of its officers in accordance
with Section 33-1-200 of the South Carolina Business Corporation
Act of 1988.
STATE OF SOUTH CAROLINA
COUNTY OF RICHLAND
The undersigned B. TATE HORTON, JR. and KEVIN B. MARSH do hereby certify
that they are the duly elected and acting Vice President and Treasurer and
Secretary, respectively, of SOUTH CAROLINA ELECTRIC & GAS COMPANY and are
authorized to execute this verification; that each of the undersigned for
himself does hereby further certify that he has read the foregoing document,
understands the meaning and purport of the statements therein contained and the
same are true to the best of his information and belief.
Dated at Columbia, S. C., this 15th day of December, 1993.
B. TATE HORTON, JR
Vice President and Treasurer
KEVIN B. MARSH
Secretary
EXHIBIT A
TO
RESTATED ARTICLES OF INCORPORATION
OF
SOUTH CAROLINA ELECTRIC & GAS COMPANY
Statement of Authorized Shares of Stock and of Preferred Stock
unissued and undesignated as to Series and issued,
outstanding and designated as to Series
----------------------------------------------------------------
As of the effective date of this Exhibit A:
1. Authorized Classes.
The total number of shares which the Company shall be authorized to issue
is 55,515,095, of which 2,000,000 shall be Preferred Stock of the par value of
$25 per share, issuable in series, 1,765,095 shall be Preferred Stock of the par
value of $50 per share, issuable in series, 1,750,000 shall be Preferred Stock
of the par value of $100 per share, issuable in series, and 50,000,000 shall be
Common Stock of the par value of $4.50 per share.
2. Preferred Stock unissued and undesignated as to series and issued,
outstanding and designated as to series.
(a) Par Value $25 per share
(i) 2,000,000 unissued and undesignated as to series.
(b) Par Value $50 per share-entitled to one vote per share.
(i) 442,809 shares unissued and undesignated as to
series
(ii) 125,209 shares unissued and outstanding designated "5% Preferred
Stock"
(iii) 3,834 shares issued and outstanding designated "4.60% Cumulative
Preferred Stock"
(iv) 20,800 shares issued and outstanding designated "4.50%
Cumulative Preferred Stock"
(v) 30,052 shares issued and outstanding designated
"4.60% (Series A) Cumulative Preferred Stock"
(vi) 74,000 shares issued and outstanding designated
"5.125% (Series A) Cumulative Preferred Stock"
(vii) 81,600 shares issued and outstanding designated
"4.60% (Series B) Cumulative Preferred Stock"
(viii) 89,600 shares issued and outstanding designated "6% Cumulative
Preferred Stock"
(ix) 197,191 shares issued and outstanding designated "9.40%
Cumulative Preferred Stock"
Total 1,065,095
(c) Par Value $50 per share-entitled
to one half of one vote per share
(i) 540,000 shares unissued and undesignated as to
series
(ii) 160,000 shares issued and outstanding designated "8.72%
Cumulative Preferred Stock"
Total 700,000
(d) Par Value $100 per share
(i) 1,327,442 unissued and undesignated as to series
(ii) 131,899 shares issued and outstanding designated "8.12%
Cumulative Preferred Stock"
(iii) 92,991 shares issued and outstanding designated "7.70%
Cumulative Preferred Stock"
(iv) 197,668 shares issued and outstanding designated "8.40%
Cumulative Preferred Stock"
Total 1,750,000
3. Shares Outstanding
The total number of shares issued and outstanding is 41,500,991, consisting
of:
(a) 40,296,147 shares of Common Stock;
(b) 0 shares of Preferred Stock par value $25 per share;
(c) 622,286 shares of Preferred Stock par value $50 per
share-entitled to one vote per share;
(d) 160,000 shares of Preferred Stock par value $50 per share-entitled to
one-half of one vote per share; and
(e) 422,558 shares of Preferred Stock par value $100 per share.
December 15, 1993