EXHIBIT 3(a)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN EXPLORATION COMPANY
Pursuant to Section 242 of the General Corporation Law
of the State of Delaware
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AMERICAN EXPLORATION COMPANY, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), pursuant
to the provisions of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY as follows:
FIRST: The name of the Corporation is American Exploration
Company.
SECOND: The Restated Certificate of Incorporation of the
Corporation is hereby amended by deleting the first paragraph of Article Fourth
thereof and substituting therefor the following:
"FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 50,100,000 shares, of
which 100,000 shares, par value $1.00 per share, shall be a class designated
"Preferred Stock" and 50,000,000 shares, par value $.05 per share, shall be a
class designated "Common Stock." Each outstanding share of Common Stock as of
the Effective Date (as hereinafter defined) shall be converted into and
reconstituted as one-tenth of a share of Common Stock. No fractional shares
shall be issued upon such conversion and reconstitution, and the number of
shares of Common Stock to be issued shall be rounded down to the nearest whole
share. If a fractional interest in a share of Common Stock would, except for the
provisions of the preceding sentence, be deliverable upon such conversion and
reconstitution, the Corporation shall pay an amount in cash equal to the fair
market value of such fractional interest, as determined by the Corporation's
Board of Directors, to each holder of shares of Common Stock to whom such
fractional interest would have been deliverable. As used in this Article FOURTH,
"Effective Date" shall mean the date on which the Certificate of Amendment to
the Restated Certificate of Incorporation of the Corporation is filed with the
Secretary of State of the State of Delaware to affect the inclusion of this
paragraph."
THIRD: That the amendment to the Restated Certificate of
Incorporation set forth in this Certificate of Amendment has been duly adopted
in accordance with Section 242 of the General Corporation Law of the State of
Delaware by affirmative vote of a majority of the members of the Board of
Directors of the Corporation and by the affirmative vote of holders entitled to
cast a majority of the votes entitled to be cast by the outstanding shares of
the Corporation's Common Stock and the outstanding shares of the Corporation's
$450 Cumulative Convertible Preferred Stock, Series C, voting as a single class,
and the affirmative vote of a majority of the votes entitled to be cast by the
holders of outstanding shares of the Corporation's Common Stock, voting
separately as a class.
IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunto affixed and this Certificate of Amendment to be executed by
John M. Hogan, its Senior Vice President, and by T. Frank Murphy, its Secretary,
on behalf of the Corporation as of June 13, 1995.
AMERICAN EXPLORATION COMPANY
By: /s/ JOHN M. HOGAN
John M. Hogan
Senior Vice President
ATTEST:
/s/ T. FRANK MURPHY
T. Frank Murphy
Secretary
[Corporate Seal]
EXHIBIT 3(a)
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(continued)
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERICAN EXPLORATION COMPANY(1)
AMERICAN EXPLORATION COMPANY, a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certifies as follows:
1. The name of the Corporation is American Exploration
Company. The date of filing of its original Certificate of Incorporation with
the Secretary of State of the State of Delaware was January 21, 1980.
2. This Restated Certificate of Incorporation only restates
and integrates and does not further amend the provisions of the Certificate of
Incorporation of the Corporation as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full:
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(1) Gives effect to Certificate of Amendment of Restated Certificate of
Incorporation dated June 13, 1995.
FIRST: The name of the Corporation is:
AMERICAN EXPLORATION COMPANY
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street in the City of
Wilmington, County of New Castle, 19801, and the name of its registered agent at
that address is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH: The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 50,100,000 shares, of
which 100,000 shares, par value $1.00 per share, shall be a class designated
"Preferred Stock" and 50,000,000 shares, par value $.05 per share, shall be a
class designated "Common Stock." Each outstanding share of Common Stock as of
the Effective Date (as hereinafter defined) shall be converted into and
reconstituted as one-tenth of a share of Common Stock. No fractional shares
shall be issued upon such conversion and reconstitution, and the number of
shares of Common Stock to be issued shall be rounded down to the nearest whole
share. If a fractional interest in a share of Common Stock would, except for the
provisions of the preceding sentence, be deliverable upon such conversion and
reconstitution, the Corporation shall pay an amount in cash equal to the fair
market value of such fractional interest, as determined by the Corporation's
Board of Directors, to each holder of shares of Common Stock to
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whom such fractional interest would have been deliverable. As used in this
Article FOURTH, "Effective Date" shall mean the date on which the Certificate of
Amendment to the Restated Certificate of Incorporation of the Corporation is
filed with the Secretary of State of the State of Delaware to affect the
inclusion of this paragraph.(2)
(1) Shares of Preferred Stock may be issued from time to time
in one or more series, each such series to have distinctive serial designations
as shall hereafter be determined in the resolution or resolutions providing for
the issue of such Preferred Stock from time to time adopted by the Board of
Directors pursuant to authority so to do which is hereby vested in the Board of
Directors.
(2) Each series of Preferred Stock
(a) May have such number of shares;
(b) May have such voting powers, full or limited, or may
be without voting powers;
(c) May be subject to redemption at such time or times
and at such prices;
(d) May be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such
conditions, from such date or dates, and at such times, and
payable in preference to, or in such relation to, the
dividends payable on any other class or classes or series of
stock;
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(2) This paragraph is restated to reflect an amendment to the Restated
Certificate of Incorporation effective June 13, 1995.
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(e) May have such rights upon the dissolution of, or
upon any distribution of the assets of, the Corporation;
(f) May be made convertible into, or exchangeable for,
shares of any other class or classes (except a class having
prior or superior rights and preferences as to dividends or
distribution of assets upon liquidation) or of any other
series of the same or any other class or classes of stock of
the Corporation at such price or prices or at such rates of
exchange, and with such adjustments;
(g) May be entitled to the benefit of a sinking fund or
purchase fund to be applied to the purchase or redemption of
shares of such series in such amount or amounts;
(h) May be entitled to the benefit of conditions and
restrictions upon the creation of indebtedness of the
Corporation or any subsidiary, upon the issue of any
additional stock (including additional shares of such series
or of any other series) and upon the payment of dividends or
the making of other distributions on, and the purchase,
redemption or other acquisition by the Corporation or any
subsidiary of any outstanding stock of the Corporation; and
(i) May have such other relative, participating,
optional or other special rights and qualifications,
limitations or restrictions thereof; all as shall be stated in
the resolution or resolutions providing for the issue of such
Preferred Stock. Except where otherwise set forth in the
resolution or resolutions adopted by the Board of Directors
providing for the issue of any series of Preferred Stock, the
number of shares comprising such series may be increased or
decreased
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(but not below the number of shares then outstanding) from
time to time by like action of the Board of Directors.
(3) Except as otherwise provided in any resolution or
resolutions of the Board of Directors providing for the issuance of any
particular series of Preferred Stock, shares of any series of Preferred Stock
which have been redeemed (whether through the operation of a sinking fund or
otherwise) or purchased by the Corporation, or which, if convertible or
exchangeable have been converted into or exchanged for shares of stock of any
other class or classes shall have the status of authorized and unissued shares
of Preferred Stock and may be reissued as a part of the series of which they
were originally a part or may be reclassified and reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors or as part of any other series of Preferred Stock, all
subject to the conditions or restrictions on issuance set forth in the
resolution or resolutions adopted by the Board of Directors providing for the
issue of any series of Preferred Stock and to any filing required by law.
(4) Except as otherwise specifically required by law or as
specifically provided in any resolution or resolutions of the Board of Directors
providing for the issuance of Preferred Stock, the exclusive voting power of the
Corporation shall be vested in the Common Stock of the Corporation. Each share
of Common Stock shall entitle the holder thereof to one vote at all meetings of
the stockholders of the Corporation.
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FIFTH: For the management of the business and for the conduct
of the affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation and of its directors and
stockholders, it is further provided:
(a) In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of
Directors is expressly authorized and empowered to make,
alter, amend, or repeal the By-laws of the Corporation in any
manner not inconsistent with the laws of the State of Delaware
or the Certificate of Incorporation of the Corporation,
subject to the power of the stockholders having voting power
to alter, amend, or repeal the By-laws of the Corporation made
by the Board of Directors.
(b) In addition to the powers and authorities herein or
by statute expressly conferred upon it, the Board of Directors
may exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the laws of the State of
Delaware, and of the Certificate of Incorporation and By-laws
of the Corporation.
SIXTH: No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, provided that this provision shall not limit the
liability of a Director (a) for any breach of the Director's duty of loyalty to
the Corporation or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of
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the Delaware Corporation Law, or (d) for any transaction from
which the Director derived an improper personal benefit. This Article does not
limit the liability of a Director for any act or omission occurring prior to the
date when this Article becomes effective.
SEVENTH: Meetings of the stockholders may be held within or
without the State of Delaware, as the By-laws of the Corporation may provide.
The books and records of the Corporation may be kept outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-laws of the Corporation. The elections of
directors need not be by written ballot unless the By-laws of the Corporation
shall so provide.
EIGHTH: The Corporation shall have the right, subject to any
express provisions or restrictions contained in the Certificate of Incorporation
or By-laws of the Corporation, from time to time to amend the Certificate of
Incorporation of the Corporation or any provision thereof in any manner now or
hereafter provided by law, and all rights and powers at any time conferred upon
the directors or stockholders by the Certificate of Incorporation of the
Corporation or any amendment thereof are subject to such right of the
Corporation.
NINTH: The number of directors of the Corporation shall be
specified in the By-laws of the Corporation.
4. This Restated Certificate of Incorporation was duly adopted
by the Board of Directors in accordance with Section 245 of the General
Corporation Law of the State of Delaware.
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IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be signed by Mark Andrews, its Chairman of the
Board, and attested by Russell P. Pennoyer, its Secretary, this 28th day of
February, 1992.
By __________________________________
Mark Andrews
Chairman of the Board
ATTEST:
By _________________________________
Russell P. Pennoyer
Secretary