EXHIBIT 3.5a
ARTICLES OF AMENDMENT
OF
INTERSTATE POWER AND LIGHT COMPANY
(Regarding Designation and Authorization of 8.375% Series A Cumulative
Preferred Stock and 8.375% Series B Cumulative Preferred Stock)
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
Pursuant to Section 602 of the Iowa Business Corporation Act,
Interstate Power and Light Company, an Iowa corporation (the "Corporation"),
adopts the following amendment regarding the designation and authorization of
8.375% Series A Cumulative Preferred Stock and 8.375% Series B Cumulative
Preferred Stock by the Corporation.
1. The name of the Corporation is Interstate Power and Light Company.
2. The preferences, limitations, relative rights and other terms of the
8.375% Series A Cumulative Preferred Stock and the 8.375% Series B
Cumulative Preferred Stock were determined by Erroll B. Davis, Jr.,
Chairman and Chief Executive Officer of the Corporation (the "Senior
Executive Officer"), pursuant to authority granted by the Board of
Directors of the Corporation under Section 490.825(5)(h) of the Iowa
Business Corporation Act on November 20, 2002. A true and correct copy
of the portion of the consent action by which the Senior Executive
Officer authorized the 8.375% Series A Cumulative Preferred Stock and
the 8.375% Series B Cumulative Preferred Stock and determined the
respective preferences, limitations, relative rights and other terms
thereof is attached hereto as Exhibit A and incorporated herein by this
reference.
3. The consent action of the Senior Executive Officer as set forth in
Exhibit A was duly adopted by such Senior Executive Officer on December
18, 2002 pursuant to authority granted by the Board of Directors of the
Corporation under Section 490.825(5)(h) of the Iowa Business Corporation
Act on November 20, 2002.
Dated: December 18, 2002
INTERSTATE POWER AND
LIGHT COMPANY
By: /s/ Erroll B. Davis, Jr.
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Chairman and Chief Executive Officer
CONSENT ACTION OF SENIOR EXECUTIVE OFFICER
ESTABLISHING 8.375% SERIES A CUMULATIVE PREFERRED STOCK
AND 8.375% SERIES B CUMULATIVE PREFERRED STOCK
There is hereby authorized and established a series of shares of
Preferred Stock, $.01 par value, of the Company to be known and designated as
the 8.375% Series A Cumulative Preferred Stock, with the preferences,
limitations, relative rights and other terms as set forth below. There is
also hereby authorized and established a series of shares of Preferred Stock,
$.01 par value, of the Company to be known and designated as the 8.375%
Series B Cumulative Preferred Stock, with the preferences, limitations,
relative rights and other terms as set forth below.
CERTIFICATE OF DESIGNATION
8.375% Series A Cumulative Preferred Stock
Section 1. Designation and Number.
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(a) There is hereby created out of the authorized but unissued Preferred
Stock a series of Preferred Stock designated as "8.375% Series A Cumulative
Preferred Stock" (the "Series A Preferred Stock"). The number of shares
constituting the Series A Preferred Stock shall be 6,000,000.
(b) All shares of the Series A Preferred Stock redeemed, purchased,
exchanged, converted or otherwise acquired by the Corporation shall be
retired and canceled and, upon the taking of any action required by
applicable law, shall be restored to the status of authorized but unissued
shares of Preferred Stock, without designation as to series, and may
thereafter be designated or redesignated and issued or reissued as part of
any series of Preferred Stock. At such time as no shares of Series A
Preferred Stock are issued and outstanding as a result of the issuance of
shares of Series B Preferred Stock in exchange for shares of Series A
Preferred Stock pursuant to the Exchange Offer, the appropriate officers of
the Corporation shall promptly cause to be prepared and duly filed with the
Secretary of State of the State of Iowa such documents as are necessary to
restate the Restated Articles of Incorporation to eliminate the Sections 1
through 8 establishing the Series A Preferred Stock.
(c) Capitalized terms used herein and not otherwise defined herein or in the
Corporation's Restated Articles of Incorporation shall have the meanings set
forth in Section 7.
Section 2. Ranking.
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(a) The Series A Preferred Stock shall rank, with respect to payment of
dividends and distribution of assets upon liquidation, dissolution or winding
up of the Corporation:
(i) senior to Junior Stock; and
(ii) on a parity with Parity Stock.
Section 3. Dividends.
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(a) The holders of shares of the Series A Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for the payment of dividends, cash dividends at an annual
rate of 8.375% of the Liquidation Preference (the "Original Rate").
(b) In the event that a Registration Default occurs, the rate of dividends
that accrues on the Series A Preferred Stock shall be increased ("Additional
Dividend Payments") by 0.25% per annum upon the occurrence of a Registration
Default, which rate shall increase by an additional 0.25% at the beginning of
each subsequent 90-day period that such Additional Dividend Payments continue
to accrue under any such circumstance, provided that the maximum aggregate
increase in the dividend accrual rate shall in no event exceed 1.25% per
annum. Following the cure of all Registration Defaults the accrual of
Additional Dividend Payments shall cease and the dividend accrual rate shall
revert to the Original Rate.
(c) If the Shelf Registration Statement (if required) is unusable by the
holders of the Series A Preferred Stock for any reason after the Shelf
Registration Statement has been declared effective by the SEC, and the
aggregate number of days in any consecutive twelve-month period for which the
Shelf Registration Statement shall not be usable exceeds 30 days in the
aggregate, then the rate of dividend payments that accrues on the Series A
Preferred Stock, so long as any shares of Series A Preferred Stock are
Registrable Securities, shall be increased by 0.25% per annum for the first
90-day period (or portion thereof) beginning on the 31st day following the
date that such Shelf Registration Statement ceases to be usable, which rate
shall be increased by an additional 0.25% per annum at the beginning of each
subsequent 90-day period, provided that the maximum aggregate increase in the
dividend accrual rate shall in no event exceed 1.25% per annum. Any amounts
payable under this Section 3(c) shall also be deemed "Additional Dividend
Payments." Upon the Shelf Registration Statement once again becoming usable,
the rate of dividend payments that accrues on the Series A Preferred Stock
shall be reduced to the Original Rate if the Corporation is otherwise in
compliance with the Registration Rights Agreement at such time. Additional
Dividend Payments shall be computed based on the actual number of days
elapsed in each 90-day period in which the Shelf Registration Statement is
unusable.
(d) The Corporation shall notify each record holder of the Series A
Preferred Stock within three Business Days after each and every date on which
an event occurs in respect of which Additional Dividend Payments are required
to be paid (an "Event Date"). The Additional Dividend Payments due shall be
payable on each dividend payment date with respect to the Series A Preferred
Stock as set forth in Section 3(e) and on the same terms and conditions and
subject to the same limitations as pertain at such time for the payment of
regular dividends. Each obligation to pay Additional Dividend Payments shall
be deemed to accrue and be cumulative from and including the day following
the applicable Event Date.
(e) All dividends on the Series A Preferred Stock (other than Additional
Dividends) shall accrue and be cumulative from the date of original issuance.
Dividends shall be payable quarterly in arrears on March 15, June 15,
September 15 and December 15 of each year, beginning on March 15, 2003. If
any of those dates is not a Business Day, then dividends shall be payable on
the next succeeding Business Day. Dividends shall be payable on those dates
to holders of record as they appear in the stock records of the Corporation
at the close of business on the applicable record date, which shall be the
last Business Day of the month prior to the month in which the applicable
dividend payment date falls. The amount of dividends payable for the initial
dividend period or any period shorter than a full dividend period shall be
computed on the basis of a 360-day year consisting of twelve 30-day months
and the actual number of days elapsed in the period.
(f) The Board of Directors shall not authorize, and the Corporation shall
not pay, any dividends on the Series A Preferred Stock or set aside funds for
the payment of dividends if the terms of any of the Corporation's agreements,
including agreements relating to indebtedness, prohibit that authorization,
payment or setting aside of funds or provide that the authorization, payment
or setting aside of funds is a breach of or a default under that agreement,
or if the authorization, payment or setting aside of funds is restricted or
prohibited by law.
(g) Notwithstanding the provisions of Section 3(f), dividends on the
Series A Preferred Stock shall accrue whether or not the Corporation has
earnings, whether or not there are funds legally available for the payment of
dividends and whether or not dividends are authorized. No interest shall be
paid in respect of any accrued but unpaid dividends on the Series A Preferred
Stock.
(h) Holders of shares of the Series A Preferred Stock shall not be entitled
to any dividends in excess of full cumulative dividends on the Series A
Preferred Stock as described above. Any dividend payment made on the Series A
Preferred Stock shall first be credited against the earliest accrued and
unpaid dividend due.
(i) The Corporation shall not pay any dividends with respect to Junior Stock
if dividends payable on the Series A Preferred Stock are in arrears.
Section 4. Liquidation Preference.
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(a) Upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, each holder of shares of the Series A Preferred Stock
shall be entitled to payment, out of the Corporation's assets available for
distribution to its shareowners, of an amount equal to the Liquidation
Preference plus an amount equal to all accrued and unpaid dividends on those
shares to, but excluding, the date of liquidation, dissolution or winding up
before any distribution is made on any Junior Stock. After payment in full of
the Liquidation Preference and the amount equal to all accrued and unpaid
dividends to which holders of shares of the Series A Preferred Stock are
entitled, the holders of the Series A Preferred Stock shall not be entitled
to any further participation in any distribution of the Corporation's assets.
If upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the amounts payable with respect to shares of the
Series A Preferred Stock and any Parity Stock are not paid in full, then the
holders of shares of the Series A Preferred Stock and the holders of the
Parity Stock shall share equally and ratably in any distribution of the
Corporation's assets in proportion to the full distributable amounts to which
each such holder is entitled.
(b) Neither the voluntary sale, conveyance, exchange or transfer, for cash,
shares of stock, securities or other consideration, of all or substantially
all of the Corporation's property or assets nor the consolidation, merger or
amalgamation of the Corporation with or into any other entity or the
consolidation, merger or amalgamation of any other entity with or into the
Corporation will be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation.
Section 5. Redemption.
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(a) The Corporation may not redeem the Series A Preferred Stock prior to
March 15, 2013. On or after March 15, 2013, the Corporation, at its sole
option, may redeem the Series A Preferred Stock, out of funds legally
available therefor, in whole or in part from time to time at a price of $25
per share, plus an amount equal to accrued and unpaid dividends to, but
excluding, the redemption date (the "Redemption Price").
(b) In the case of any partial redemption, the Corporation may select the
shares of the Series A Preferred Stock to be redeemed on a pro rata basis, by
lot or any other method that the Corporation, in its discretion, deems fair
and appropriate. However, the Corporation may, without regard to
proportionality or any other factor, redeem all of the shares of the Series A
Preferred Stock held by any holders of fewer than 100 shares of the Series A
Preferred Stock (or all the shares of the Series A Preferred Stock held by
holders who would hold fewer than 100 shares of the Series A Preferred Stock
as a result of such redemption).
(c) If the Corporation elects to redeem the Series A Preferred Stock in the
manner described in this Section 5, then notice of such redemption (the
"Redemption Notice") shall be given to the holders of record of shares of the
Series A Preferred Stock not less than 45 nor more than 90 days before the
date of the redemption (the "Redemption Date"); provided, however, that no
failure to give such Redemption Notice on or any deficiency therein shall
affect the validity of the procedure for the redemption of any shares of the
Series A Preferred Stock to be redeemed except as to the holder or holders to
whom the Corporation has failed to give said Redemption Notice or except as
to the holder or holders whose Redemption Notice was defective. All such
Redemption Notices shall state:
(i) the Redemption Date;
(ii) the Redemption Price;
(iii) the total number of shares of the Series A Preferred Stock to be
redeemed;
(iv) that the Redemption Price will become due and payable on the
Redemption Date upon each such share of Series A Preferred Stock to be
redeemed and that dividends thereon will cease to accrue on and after the
Redemption Date; and
(v) the place or places where certificates for the Series A Preferred
Stock are to be surrendered for payment of the Redemption Price.
(d) Prior to any Redemption Date, the Corporation shall deposit with a
designated bank or trust company as paying agent (or, if the Transfer Agent
or the Corporation is acting as the paying agent, segregate and hold in
trust) an amount of consideration sufficient to pay the Redemption Price of
all shares of Series A Preferred Stock which are to be redeemed on that date
other than any Series A Preferred Stock called for prior to the date of such
deposit.
(e) Notice of redemption having been given as described above, the
Redemption Price of the Series A Preferred Stock to be redeemed shall, on the
Redemption Date, become due and payable, and from and after such date (unless
the Corporation shall default in the payment of the Redemption Price), such
shares of Series A Preferred Stock shall no longer be outstanding, dividends
on such Series A Preferred Stock shall cease to accrue and all rights of
holders thereof as shareowners of the Corporation (except the right to
receive the Redemption Price without interest) shall cease. Upon book-entry
transfer or surrender of any certificate representing any such share of
Series A Preferred Stock for redemption in accordance with said notice, such
Redemption Price shall thereupon be paid.
(f) If any certificate that represents more than one share of Series A
Preferred Stock, not all of which are subject to redemption, is surrendered
at any office or agency of the Corporation designated for that purpose (with,
if the Corporation or the Transfer Agent so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Corporation and
the Transfer Agent duly executed by, the holder thereof or such holder's
attorney duly authorized in writing), the Corporation shall execute, and the
Transfer Agent shall deliver to the holder of such shares of Series A
Preferred Stock without service charge, a new certificate or certificates,
representing any number of shares of Series A Preferred Stock, as requested
by such holder, in an aggregate amount equal to the number of shares not
redeemed and represented by the certificate so surrendered.
(g) Payment of the Redemption Price for the Series A Preferred Stock is
conditioned upon book-entry transfer or physical delivery of the certificates
representing the Series A Preferred Stock, together with necessary
endorsements to the Transfer Agent at any time after delivery of the
Redemption Notice. Payment of the Redemption Price for the Series A Preferred
Stock will be made promptly following the later of the Redemption Date and
the time of book-entry transfer or physical delivery of the certificates
representing the Series A Preferred Stock subject to redemption.
(h) If the Transfer Agent holds money sufficient to pay the Redemption Price
of the Series A Preferred Stock on the Redemption Date in accordance with the
terms of this Section 5, then, on the Redemption Date, the Series A Preferred
Stock will cease to be outstanding, whether or not book-entry transfer is
made or certificates representing the Series A Preferred Stock are delivered
to the Transfer Agent. At such time, all rights of a holder as a holder of
Series A Preferred Stock shall terminate, other than the right to receive the
Redemption Price.
(i) If the Redemption Date falls after a dividend payment record date and
before the related dividend payment date, then the holders of the shares of
Series A Preferred Stock at the close of business on that dividend payment
record date will be entitled to receive the dividend payable of those shares
on the corresponding dividend payment date. However, the Redemption Price
payable on such Redemption Date will not include dividends accruing on that
dividend payment record date and payable on the corresponding dividend
payment date.
Section 6. Voting Rights.
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(a) The shares of Series A Preferred Stock shall have no voting rights
except as set forth in this Section 6 or as otherwise provided by Iowa law.
(b) In the event that any four quarterly cumulative dividends, whether
consecutive or not, payable on the Series A Preferred Stock are in arrears,
the holders of the Series A Preferred Stock shall have the right, voting
separately as a class together with holders of any Parity Stock upon which
like voting rights have been conferred and are exercisable, at the next
meeting of shareowners called for the election of directors, to elect two
members of the Board of Directors. The right of such holders of the Series A
Preferred Stock to elect members of the Board of Directors shall continue
until such time as all dividends accumulated and in arrears on such shares of
the Series A Preferred Stock have been paid in full, at which time such right
will terminate, subject to revesting in the event of each and every
subsequent failure to pay dividends as described above. Upon any termination
of the right of the holders of the Series A Preferred Stock to vote as a
class for directors, the term of office of all directors then in office
elected by such holders voting as a class will terminate immediately.
(c) Without the affirmative vote or consent of the holders of at least
two-thirds of the outstanding shares of the Series A Preferred Stock, voting
as a single class, or voting as a single class together with holders of any
other series of Preferred Stock (i) upon which like voting or consent rights
have been conferred and (ii) which are similarly affected by the matter to be
voted upon, the Corporation shall not:
(i) increase the amount of authorized shares of the Preferred Stock or
create or issue any class of stock in addition to the Preferred Stock
ranking senior to or on a parity with the Preferred Stock, or any series
thereof, as to the payment of dividends or the distribution of assets;
(ii) adopt any amendment to the Restated Articles of Incorporation of
the Corporation that adversely alters the preferences, powers and rights of
the Series A Preferred Stock (provided, that Articles of Amendment to issue
a series of Preferred Stock shall not be considered to adversely alter the
preferences, powers and rights of the Series A Preferred Stock solely
because such series is on parity with the Series A Preferred Stock with
respect to payment of dividends and distribution of assets);
(iii) issue any shares of Preferred Stock of any series if the
cumulative dividends payable on the Series A Preferred Stock are in
arrears; or
(iv) create or issue any shares of Preferred Stock of any series that
rank senior to the Series A Preferred Stock as to payment of dividends or
the distribution of assets.
(d) On any matter set forth in Section 6(b) or Section 6(c) in which the
holders of the Series A Preferred Stock are entitled to vote as a class, such
holders will be entitled to one vote per share. On any other matter for which
holders of the Series A Preferred Stock are provided the right to vote
together with holders of the Common Stock under Iowa law, if any, holders of
the Series A Preferred Stock will be entitled to the number of votes per
share determined by dividing the Liquidation Preference of such share by 100.
Section 7. Certain Definitions. As used in this Amendment, the following
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terms shall have the following meanings, unless the context otherwise
requires:
(a) "Board of Directors" means the board of directors of the Corporation.
(b) "Business Day" means any day other than a Saturday, Sunday or U.S.
Federal holiday or day on which commercial banks in the City of New York or
the States of Iowa or Wisconsin are authorized or required by law or
executive order to close.
(c) "Exchange Offer" shall have the meaning set forth in the Registration
Rights Agreement.
(d) "Exchange Offer Registration Statement" shall have the meaning set forth
in the Registration Rights Agreement.
(e) "Junior Stock" means the Common Stock and any other of the Corporation's
equity securities that by their terms rank junior to the Series A Preferred
Stock with respect to payment of dividends and distribution of assets upon
the liquidation, dissolution or winding up of the Corporation.
(f) "Liquidation Preference" means $25 per share of the Series A Preferred
Stock.
(g) "Parity Stock" means any series of preferred stock established hereafter
by the Board of Directors, the terms of which expressly provide that such
series will rank on a parity with the Series A Preferred Stock with respect
to payment of dividends and distribution of assets upon the liquidation,
dissolution or winding up of the Corporation.
(h) A "Registration Default" occurs if:
(i) the Exchange Offer Registration Statement is not filed with the
SEC on or prior to April 1, 2003;
(ii) the Exchange Offer Registration Statement has not been declared
effective on or prior to June 1, 2003;
(iii) the Exchange Offer is not consummated on or prior to July 1,
2003; or
(iv) if required, the Shelf Registration Statement is not declared
effective on or prior to July 1, 2003.
(i) "Registrable Securities" shall have the meaning set forth in the
Registration Rights Agreement.
(j) "Registration Rights Agreement" means the Registration Rights Agreement,
between the Corporation and Robert W. Baird & Co. Incorporated, with respect
to the Series A Preferred Stock.
(k) "SEC" means the United States Securities and Exchange Commission or any
successor agency or government body performing the functions currently
performed by the United States Securities and Exchange Commission.
(l) "Shelf Registration Statement" shall have the meaning set forth in the
Registration Rights Agreement.
(m) "Transfer Agent" means the Shareowner Services Department of Alliant
Energy Corporation, as the transfer agent of the Corporation, and any
successor transfer agent duly appointed by the Corporation.
Section 8. Headings. The headings of the Sections are for convenience of
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reference only and shall not define, limit or affect any of the provisions
hereof.
8.375% Series B Cumulative Preferred Stock
Section 1. Designation and Number.
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(a) There is hereby created out of the authorized but unissued Preferred
Stock a series of Preferred Stock designated as "8.375% Series B Cumulative
Preferred Stock" (the "Series B Preferred Stock"). The number of shares
constituting the Series B Preferred Stock shall be 6,000,000.
(b) All shares of the Series B Preferred Stock redeemed, purchased,
exchanged, converted or otherwise acquired by the Corporation shall be
retired and canceled and, upon the taking of any action required by
applicable law, shall be restored to the status of authorized but unissued
shares of Preferred Stock, without designation as to series, and may
thereafter be designated or redesignated and issued or reissued as part of
any series of Preferred Stock.
(c) Capitalized terms used herein and not otherwise defined herein or in the
Corporation's Restated Articles of Incorporation shall have the meanings set
forth in Section 7.
Section 2. Ranking.
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(a) The Series B Preferred Stock shall rank, with respect to payment of
dividends and distribution of assets upon liquidation, dissolution or winding
up of the Corporation:
(i) senior to Junior Stock; and
(ii) on a parity with Parity Stock.
Section 3. Dividends.
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(a) The holders of shares of the Series B Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available for the payment of dividends, cash dividends at an annual
rate of 8.375% of the Liquidation Preference.
(b) All dividends on the Series B Preferred Stock shall accrue and be
cumulative from the date of original issuance, subject to the following.
Dividends shall be payable quarterly in arrears on March 15, June 15,
September 15 and December 15 of each year, beginning on the First Dividend
Payment Date. If any of those dates is not a Business Day, then dividends
shall be payable on the next succeeding Business Day. Dividends shall be
payable on those dates to holders of record as they appear in the stock
records of the Corporation at the close of business on the applicable record
date, which shall be the last Business Day of the month prior to the month in
which the applicable dividend payment date falls. Holders of shares of the
Series A Preferred Stock exchanged for shares of the Series B Preferred Stock
will not be entitled to receive any payments with respect to unpaid dividends
on shares of the Series A Preferred Stock so exchanged. Notwithstanding the
foregoing, on the First Dividend Payment Date, each share of the Series B
Preferred Stock that was issued in exchange for a share of Series A Preferred
Stock shall entitle the holder thereof to receive, when, as and if declared
by the Board of Directors out of funds legally available for the payment of
dividends, cash dividends in an amount equal to the cumulative dividends to
which the holder of the shares of the Series A Preferred Stock in exchange
for which such share of the Series B Preferred Stock was issued would have
been entitled had such share of Series A Preferred Stock been outstanding on
the applicable record date for such First Dividend Payment Date. The amount
of dividends payable for the initial dividend period or any period shorter
than a full dividend period shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and the actual number of days elapsed in
the period.
(c) The Board of Directors shall not authorize, and the Corporation shall
not pay, any dividends on the Series B Preferred Stock or set aside funds for
the payment of dividends if the terms of any of the Corporation's agreements,
including agreements relating to indebtedness, prohibit that authorization,
payment or setting aside of funds or provide that the authorization, payment
or setting aside of funds is a breach of or a default under that agreement,
or if the authorization, payment or setting aside of funds is restricted or
prohibited by law.
(d) Notwithstanding the provisions of Section 3(f), dividends on the
Series B Preferred Stock shall accrue whether or not the Corporation has
earnings, whether or not there are funds legally available for the payment of
dividends and whether or not dividends are authorized. No interest shall be
paid in respect of any accrued but unpaid dividends on the Series B Preferred
Stock.
(e) Holders of shares of the Series B Preferred Stock shall not be entitled
to any dividends in excess of full cumulative dividends on the Series B
Preferred Stock as described above. Any dividend payment made on the Series B
Preferred Stock shall first be credited against the earliest accrued and
unpaid dividend due.
(f) The Corporation shall not pay any dividends with respect to Junior Stock
if dividends payable on the Series B Preferred Stock are in arrears.
Section 4. Liquidation Preference.
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(a) Upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, each holder of shares of the Series B Preferred Stock
shall be entitled to payment, out of the Corporation's assets available for
distribution to its shareowners, of an amount equal to the Liquidation
Preference plus an amount equal to all accrued and unpaid dividends on those
shares to, but excluding, the date of liquidation, dissolution or winding up
before any distribution is made on any Junior Stock. After payment in full of
the Liquidation Preference and the amount equal to all accrued and unpaid
dividends to which holders of shares of the Series B Preferred Stock are
entitled, the holders of the Series B Preferred Stock shall not be entitled
to any further participation in any distribution of the Corporation's assets.
If upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, the amounts payable with respect to shares of the
Series B Preferred Stock and any Parity Stock are not paid in full, then the
holders of shares of the Series B Preferred Stock and the holders of the
Parity Stock shall share equally and ratably in any distribution of the
Corporation's assets in proportion to the full distributable amounts to which
each such holder is entitled.
(b) Neither the voluntary sale, conveyance, exchange or transfer, for cash,
shares of stock, securities or other consideration, of all or substantially
all of the Corporation's property or assets nor the consolidation, merger or
amalgamation of the Corporation with or into any other entity or the
consolidation, merger or amalgamation of any other entity with or into the
Corporation will be deemed to be a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation.
Section 5. Redemption.
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(a) The Corporation may not redeem the Series B Preferred Stock prior to
March 15, 2013. On or after March 15, 2013, the Corporation, at its sole
option, may redeem the Series B Preferred Stock, out of funds legally
available therefor, in whole or in part from time to time at a price of $25
per share, plus an amount equal to accrued and unpaid dividends to, but
excluding, the redemption date (the "Redemption Price").
(b) In the case of any partial redemption, the Corporation may select the
shares of the Series B Preferred Stock to be redeemed on a pro rata basis, by
lot or any other method that the Corporation, in its discretion, deems fair
and appropriate. However, the Corporation may, without regard to
proportionality or any other factor, redeem all of the shares of the Series B
Preferred Stock held by any holders of fewer than 100 shares of the Series B
Preferred Stock (or all the shares of the Series B Preferred Stock held by
holders who would hold fewer than 100 shares of the Series B Preferred Stock
as a result of such redemption).
(c) If the Corporation elects to redeem the Series B Preferred Stock in the
manner described in this Section 5, then notice of such redemption (the
"Redemption Notice") shall be given to the holders of record of shares of the
Series B Preferred Stock not less than 45 nor more than 90 days before the
date of the redemption (the "Redemption Date"); provided, however, that no
failure to give such Redemption Notice on or any deficiency therein shall
affect the validity of the procedure for the redemption of any shares of the
Series B Preferred Stock to be redeemed except as to the holder or holders to
whom the Corporation has failed to give said Redemption Notice or except as
to the holder or holders whose Redemption Notice was defective. All such
Redemption Notices shall state:
(i) the Redemption Date;
(ii) the Redemption Price;
(iii) the total number of shares of the Series B Preferred Stock to be
redeemed;
(iv) that the Redemption Price will become due and payable on the
Redemption Date upon each such share of Series B Preferred Stock to be
redeemed and that dividends thereon will cease to accrue on and after the
Redemption Date; and
(v) the place or places where certificates for the Series B Preferred
Stock are to be surrendered for payment of the Redemption Price.
(d) Prior to any Redemption Date, the Corporation shall deposit with a
designated bank or trust company as paying agent (or, if the Transfer Agent
or the Corporation is acting as the paying agent, segregate and hold in
trust) an amount of consideration sufficient to pay the Redemption Price of
all shares of Series B Preferred Stock which are to be redeemed on that date
other than any Series B Preferred Stock called for prior to the date of such
deposit.
(e) Notice of redemption having been given as described above, the
Redemption Price of the Series B Preferred Stock to be redeemed shall, on the
Redemption Date, become due and payable, and from and after such date (unless
the Corporation shall default in the payment of the Redemption Price), such
shares of Series B Preferred Stock shall no longer be outstanding, dividends
on such Series B Preferred Stock shall cease to accrue and all rights of
holders thereof as shareowners of the Corporation (except the right to
receive the Redemption Price without interest) shall cease. Upon book-entry
transfer or surrender of any certificate representing any such share of
Series B Preferred Stock for redemption in accordance with said notice, such
Redemption Price shall thereupon be paid.
(f) If any certificate that represents more than one share of Series B
Preferred Stock, not all of which are subject to redemption, is surrendered
at any office or agency of the Corporation designated for that purpose (with,
if the Corporation or the Transfer Agent so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Corporation and
the Transfer Agent duly executed by, the holder thereof or such holder's
attorney duly authorized in writing), the Corporation shall execute, and the
Transfer Agent shall deliver to the holder of such shares of Series B
Preferred Stock without service charge, a new certificate or certificates,
representing any number of shares of Series B Preferred Stock, as requested
by such holder, in an aggregate amount equal to the number of shares not
redeemed and represented by the certificate so surrendered.
(g) Payment of the Redemption Price for the Series B Preferred Stock is
conditioned upon book-entry transfer or physical delivery of the certificates
representing the Series B Preferred Stock, together with necessary
endorsements to the Transfer Agent at any time after delivery of the
Redemption Notice. Payment of the Redemption Price for the Series B Preferred
Stock will be made promptly following the later of the Redemption Date and
the time of book-entry transfer or physical delivery of the certificates
representing the Series B Preferred Stock subject to redemption.
(h) If the Transfer Agent holds money sufficient to pay the Redemption Price
of the Series B Preferred Stock on the Redemption Date in accordance with the
terms of this Section 5, then, on the Redemption Date, the Series B Preferred
Stock will cease to be outstanding, whether or not book-entry transfer is
made or certificates representing the Series B Preferred Stock are delivered
to the Transfer Agent. At such time, all rights of a holder as a holder of
Series B Preferred Stock shall terminate, other than the right to receive the
Redemption Price.
(i) If the Redemption Date falls after a dividend payment record date and
before the related dividend payment date, then the holders of the shares of
Series B Preferred Stock at the close of business on that dividend payment
record date will be entitled to receive the dividend payable of those shares
on the corresponding dividend payment date. However, the Redemption Price
payable on such Redemption Date will not include dividends accruing on that
dividend payment record date and payable on the corresponding dividend
payment date.
Section 6. Voting Rights.
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(a) The shares of Series B Preferred Stock shall have no voting rights
except as set forth in this Section 6 or as otherwise provided by Iowa law.
(b) In the event that any four quarterly cumulative dividends, whether
consecutive or not, payable on the Series B Preferred Stock are in arrears,
the holders of the Series B Preferred Stock shall have the right, voting
separately as a class together with holders of any Parity Stock upon which
like voting rights have been conferred and are exercisable, at the next
meeting of shareowners called for the election of directors, to elect two
members of the Board of Directors. The right of such holders of the Series B
Preferred Stock to elect members of the Board of Directors shall continue
until such time as all dividends accumulated and in arrears on such shares of
the Series B Preferred Stock have been paid in full, at which time such right
will terminate, subject to revesting in the event of each and every
subsequent failure to pay dividends as described above. Upon any termination
of the right of the holders of the Series B Preferred Stock to vote as a
class for directors, the term of office of all directors then in office
elected by such holders voting as a class will terminate immediately.
(c) Without the affirmative vote or consent of the holders of at least
two-thirds of the outstanding shares of the Series B Preferred Stock, voting
as a single class, or voting as a single class together with holders of any
other series of Preferred Stock (i) upon which like voting or consent rights
have been conferred and (ii) which are similarly affected by the matter to be
voted upon, the Corporation shall not:
(i) increase the amount of authorized shares of the Preferred Stock or
create or issue any class of stock in addition to the Preferred Stock
ranking senior to or on a parity with the Preferred Stock, or any series
thereof, as to the payment of dividends or the distribution of assets;
(ii) adopt any amendment to the Restated Articles of Incorporation of
the Corporation that adversely alters the preferences, powers and rights of
the Series B Preferred Stock (provided, that Articles of Amendment to issue
a series of Preferred Stock shall not be considered to adversely alter the
preferences, powers and rights of the Series B Preferred Stock solely
because such series is on parity with the Series B Preferred Stock with
respect to payment of dividends and distribution of assets);
(iii) issue any shares of Preferred Stock of any series if the
cumulative dividends payable on the Series B Preferred Stock are in
arrears; or
(iv) create or issue any shares of Preferred Stock of any series that
rank senior to the Series B Preferred Stock as to payment of dividends or
the distribution of assets.
(d) On any matter set forth in Section 6(b) or Section 6(c) in which the
holders of the Series B Preferred Stock are entitled to vote as a class, such
holders will be entitled to one vote per share. On any other matter for which
holders of the Series B Preferred Stock are provided the right to vote
together with holders of the Common Stock under Iowa law, if any, holders of
the Series B Preferred Stock will be entitled to the number of votes per
share determined by dividing the Liquidation Preference of such share by 100.
Section 7. Certain Definitions. As used in this Amendment, the following
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terms shall have the following meanings, unless the context otherwise
requires:
(a) "Board of Directors" means the board of directors of the Corporation.
(b) "Business Day" means any day other than a Saturday, Sunday or U.S.
Federal holiday or day on which commercial banks in the City of New York or
the States of Iowa or Wisconsin are authorized or required by law or
executive order to close.
(c) "First Dividend Payment Date" means the first dividend payment date to
occur following the date on which shares of the Series B Preferred Stock are
first issued in exchange for shares of the Series A Preferred Stock.
(d) "Junior Stock" means the Common Stock and any other of the Corporation's
equity securities that by their terms rank junior to the Series B Preferred
Stock with respect to payment of dividends and distribution of assets upon
the liquidation, dissolution or winding up of the Corporation.
(e) "Liquidation Preference" means $25 per share of the Series B Preferred
Stock.
(f) "Parity Stock" means any series of preferred stock established hereafter
by the Board of Directors, the terms of which expressly provide that such
series will rank on a parity with the Series B Preferred Stock with respect
to payment of dividends and distribution of assets upon the liquidation,
dissolution or winding up of the Corporation.
(g) "Transfer Agent" means the Shareowner Services Department of Alliant
Energy Corporation, as the transfer agent of the Corporation, and any
successor transfer agent duly appointed by the Corporation.
Section 8. Headings. The headings of the Sections are for convenience of
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reference only and shall not define, limit or affect any of the provisions
hereof.