Exhibit 3.1
Certificate of Incorporation
of
Enterprise Diversified Holdings Incorporated
The undersigned, a corporation of the State of New Jersey, for the purpose
of forming a corporation pursuant to the provisions of the New Jersey Business
Corporation Act, does hereby certify as fellows:
1. The name of the corporation is Enterprise Diversified Holdings
Incorporated.
2. The purpose for which the corporation is organized is to engage in
any activity within the purposes for which corporations may be
organized under the New Jersey Business Corporation Act.
3. The aggregate number of shares which the corporation shall have
authority to issue is 1,000,000 shares of Capital Stock, without par
value.
4. The number of directors of the corporation at any time may be
increased or (in the event of an existing vacancy) diminished by
vote of the Board of Directors, and in case of any such increase the
Board of Directors shall have power to elect each such additional
director to hold office until the next
3
succeeding annual meeting of stockholders and until his successor
shall have been elected and qualified.
5. The shareholders of the corporation, by the affirmative vote of the
majority of the votes cast by the holders of shares entitled to vote
for the election of directors, may remove one or more or all of the
directors without cause. The Board of Directors, by the affirmative
vote of a majority of the directors in office, may remove a director
or directors for cause where, in the judgment of such majority, the
continuation of the director or directors in office would be harmful
to the corporation and may suspend the director or directors for a
reasonable period pending final determination that cause exists for
such removal.
6. To the full extent from time to time permitted by law, directors and
officers of the corporation shall not be personally liable to the
corporation or its shareholders for damages for breach of any duty
owed to the corporation or its shareholders. No amendment or repeal
of this provision shall adversely affect any right or protection of
a director or officer of the corporation
4
existing at the time of such amendment or repeal.
7. The address of the corporation's initial registered office is 80
Park Plaza, Newark, New Jersey 07101, and the name of the
corporation's initial registered agent at such address is Robert S.
Smith.
8. The number of directors constituting the first Board of Directors of
the corporation is seven, and the names and addresses of the
persons who are to serve as such directors are as follows:
E. James Ferland 80 Park Plaza
Newark, NJ 07101
William E. Marfuggi 80 Park Plaza
Newark, NJ 07101
T.J. Dermot Dunphy 80 Park Plaza
Newark, NJ 07101
Shirley A. Jackson 80 Park Plaza
Newark, NJ 07101
Marilyn M. Pfaltz 80 Park Plaza
Newark, NJ 07101
Harold W. Sonn 80 Park Plaza
Newark, NJ 07101
Josh S. Weston 80 Park Plaza
Newark, NJ 07101
5
9. The name and address of the incorporator is Public Service
Enterprise Group Incorporated, 80 Park Plaza, Newark, New Jersey
07101.
In Witness Whereof, the undersigned, the incorporator of the above-named
corporation, has caused this Certificate of Incorporation to be executed this
20th day of June, 1989.
PUBLIC SERVICE ENTERPRISE
GROUP INCORPORATED
By: /s/ E. James Ferland
--------------------------
E. James Ferland
Chairman of the Board,
President and Chief
Executive Officer
Attest:
/s/ Robert S. Smith
- -----------------------
Robert S. Smith
Secretary
Certificate of Amendment
of
CERTIFICATE OF INCORPORATION
of
ENTERPRISE DIVERSIFIED HOLDINGS INCORPORATED
---------------------
Authorizing 1,000,000 Shares of Preferred Stock
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
Enterprise Diversified Holdings Incorporated
-----------------------
Enterprise Diversified Holdings Incorporated, a New Jersey corporation,
does hereby certify, pursuant to subsection 14A:9-4(3) of the New Jersey
Business Corporation Act, that:
(a) The name of this corporation is "Enterprise Diversified Holdings
Incorporated".
(b) The following is a copy of resolutions of the Board of Directors of
said corporation, amending the Certificate of Incorporation of said corporation
dated June 20, 1989, as amended, pursuant to subsection 14A:9-2(4) of the New
Jersey Business Corporation Act:
"Resolved, that Section 3 of this corporation's Certificate of
Incorporation dated June 20, 1989 is hereby amended by deleting said
Section in its entirety and inserting the following:
3. The corporation shall have the authority to issue 1,000,000
shares of Common Stock, without par value, and 1,000,000 shares of
Preferred Stock. The Board of Directors shall have authority to issue the
shares of Preferred Stock from time to time on such terms as it may
determine, and to divide the Preferred Stock into one or more classes or
series and in connection with the creation of any such class or series to
fix, by resolution or resolutions providing for the issue thereof, the
designation, the number of shares, and the relative rights, preferences
and limitations thereof, to the full extent now or hereafter permitted by
law."
-2-
(c) The foregoing resolutions were duly adopted by the Board of Directors
of said corporation at a meeting duly called and held on October 21, 1997, at
which a quorum was present and acting throughout and by written consent of its
sole shareholder, Public Service Enterprise Group Incorporated, on October 21,
1997.
(d) The number of shares entitled to vote is 100.
(e) The number of shares voted for the amendment is 100; the number of
shares voted against the amendment is 0.
(f) The amendment is not intended to provide for an exchange,
reclassification or cancellation of issued shares.
(g) The amendment shall be effective at the time of filing of this
Certificate.
IN WITNESS WHEREOF, said Enterprise Diversified Holdings Incorporated has
made this Certificate this 21st day of October, 1997.
ENTERPRISE DIVERSIFIED HOLDINGS INCORPORATED
By /s/ E. James Ferland
------------------------------------------
E. James Ferland
Chairman of the Board and
Chief Executive Officer
[CORPORATE SEAL]
Attest:
By /s/ Edward J. Biggins, Jr.
-----------------------------
Edward J. Biggins, Jr.
Secretary
Certificate of Amendment
of
CERTIFICATE OF INCORPORATION
of
ENTERPRISE DIVERSIFIED HOLDINGS INCORPORATED
-----------------
Establishing the 4.10% Cumulative Preferred Stock
as a series of the Preferred Stock.
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
Enterprise Diversified Holdings Incorporated
-----------------
Enterprise Diversified Holdings Incorporated, a New Jersey corporation,
does hereby certify, pursuant to subsection 14A:7-2(4) of the New Jersey
Business Corporation Act, that:
(a) The name of this corporation is "Enterprise Diversified Holdings
Incorporated".
(b) The following is a copy of resolutions of the Board of Directors
of said corporation, amending the Certificate of Incorporation of said
corporation dated June 20, 1989, as amended, pursuant to subsections
14A:7-2(2) and 14A:7-2(3) of the New Jersey Business Corporation Act and
Section 3 of said Certificate of Incorporation:
RESOLVED, that a series of Preferred Stock of this Corporation, designated
"4.10% Cumulative Preferred Stock" (hereinafter in these resolutions sometimes
referred to as the "4.10% Preferred Stock"), and consisting of 75 shares of the
par value of $1,000,000 each, be and the same is hereby created and established
as a series within the 1,000,000 shares of Preferred Stock of this Corporation
upon the effectiveness of the Certificate of Amendment of the Certificate of
Incorporation of this Corporation to authorize the issuance of 1,000,000 shares
of Preferred Stock;
FURTHER RESOLVED, that the relative rights, preferences and limitations of
the shares of the 4.10% Preferred Stock are hereby determined to be as follows:
-2-
(a) Dividends. The holder of shares of the 4.10% Preferred Stock shall
be entitled to receive, and the corporation shall be obliged to pay, but
only when and as declared by the Board of Directors, and only out of its
earned surplus, cash dividends thereon, at the rate per share per annum of
4.10%, and no more, payable quarterly, with respect to each calendar
quarterly period, on or prior to the last day of each such calendar
quarterly period, to wit, the last day of each January, April, July and
October. Dividends on each share of such series of the 4.10% Preferred
Stock shall be cumulative from date of issuance.
Subject to the provisions contained herein, all additional earned
surplus of the corporation may be divided among and paid to the holders of
Common Stock.
(b) Restrictions on Dividends on and Purchase of Junior Stock. So long
as any of 4.10% Preferred Stock shall remain outstanding, no dividend
(other than dividends payable in shares of Common Stock) shall be paid on
or set apart for the Common Stock, nor shall any shares thereof be
purchased, redeemed, or otherwise acquired by the corporation or any
subsidiary thereof (other than shares acquired without cost to the
corporation or such subsidiary) unless
(i) all dividends on all outstanding shares of the 4.10%
Preferred Stock for all past quarterly dividend periods shall have been
paid and full dividends thereon for the then current quarterly dividend
period declared and a sum sufficient for the payment thereof set apart;
-3-
(ii) after giving effect to the payment of such dividend or such
purchase, redemption, or other acquisition, the capital of the corporation
represented by its Common Stock, together with its surplus as then stated
on its books of account, shall in the aggregate exceed the aggregate of the
amounts payable on involuntary liquidation or dissolution of the
corporation in respect of all shares of the 4.10% Preferred Stock then
outstanding.
(c) Voting Rights. All voting rights in the corporation shall be
vested exclusively in the holders of Common Stock.
(d) Redemption. The shares of the 4.10% Preferred Stock may be
redeemed at the option of the Board of Directors of the corporation at any
time at par plus an amount equal to all accumulated and unpaid dividends
thereon to the date of redemption, whether or not such dividends have been
earned or declared.
All shares of 4.10% Preferred Stock redeemed by the corporation shall
be cancelled and upon such cancellation shall be restored to the status of
authorized but unissued shares, not classified as to series.
(e) Liquidation or Dissolution. On liquidation or dissolution of the
corporation, before any payment or distribution shall be made to the
holders of Common Stock, if such liquidation or dissolution be involuntary,
the holder of the 4.10% Preferred Stock shall be entitled to be paid the
sum of $1,000,000 per share, of, if such liquidation or dissolution be
voluntary, the holder of the shares of 4.10% Preferred Stock shall be
-4-
entitled to be paid the amount established by the Board of Directors, plus
an amount equal to all accumulated and unpaid dividends thereon to the date
of such payment, whether or not such dividends shall have been earned or
declared. After such payments shall have been made in full to the holder of
4.10% Preferred Stock, it shall be entitled to no further payment or
distribution.
A consolidation or merger to which the corporation shall be a party
shall not be deemed a liquidation or dissolution of the corporation within
the meaning of this subdivision.
(f) The shares of the 4.10% Preferred Stock are not transferable.
FURTHER RESOLVED, that the Certificate of Incorporation of this Corporation
dated June 20, 1989, as amended, be and it hereby is further amended so that the
designation and number of shares of such series and the relative rights,
preferences and limitations of such series are as stated in these resolutions;
FURTHER RESOLVED, that the proper officers of this Corporation be and they
hereby are authorized and directed to execute on behalf of this Corporation and
to file in the office of the Secretary of State of the State of New Jersey a
certificate of amendment to the Certificate of Incorporation of this
Corporation, as amended, setting forth a copy of these resolutions, as required
by subsection 14A:7-2(4) of the New Jersey Business Corporation Act".
-5-
(c) The foregoing resolutions were duly adopted by the Board of
Directors of said Corporation at a meeting duly called and held on October
21, 1997, at which a quorum was present and acting throughout.
(d) The Certificate of Incorporation of this corporation dated June
20, 1989, as amended, is further amended so that the designation and number
of shares of the 4.10% Cumulative Preferred Stock of said corporation, and
the relative rights, preferences and limitations of such series are as
stated in said resolutions.
IN WITNESS WHEREOF, said Enterprise Diversified Holdings Incorporated has
made this Certificate this 21st day of October, 1997.
ENTERPRISE DIVERSIFIED HOLDINGS INCORPORATED
By: /s/ E. James Ferland
---------------------------------------
E. James Ferland
Chairman of the Board
[CORPORATE SEAL]
Attest:
By: /s/ Edward J. Biggins, Jr.
----------------------------
Edward J. Biggins, Jr.
Secretary
Certificate of Amendment
of
CERTIFICATE OF INCORPORATION
of
ENTERPRISE DIVERSIFIED HOLDINGS INCORPORATED
----------------
Establishing the 5.01% Cumulative Preferred Stock
as a series of the Preferred Stock.
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
Enterprise Diversified Holdings Incorporated
----------------
Enterprise Diversified Holdings Incorporated, a New Jersey corporation,
does hereby certify, pursuant to subsection 14A:7-2(4) of the New Jersey
Business Corporation Act, that:
(a) The name of this corporation is "Enterprise Diversified Holdings
Incorporated".
(b) The following is a copy of resolutions of the Board of Directors of
said corporation, amending the Certificate of Incorporation of said corporation
dated June 20, 1989, as amended, pursuant to subsections 14A:7-2(2) and
14A:7-2(3) of the New Jersey Business Corporation Act and Section 3 of said
Certificate of Incorporation:
RESOLVED, that a series of Preferred Stock of this Corporation,
designated "5.01% Cumulative Preferred Stock" (hereinafter in these
resolutions sometimes referred to as the "5.01% Preferred Stock"), and
consisting of 435 shares of the par value of $500,000 each, be and the same
is hereby created and established as a series of Preferred Stock of this
Corporation;
FURTHER RESOLVED, that the relative rights, preferences and
limitations of the shares of the 5.01% Preferred Stock are hereby
determined to be as follows:
-2-
(a) Dividends. The holder of shares of the 5.01% Preferred Stock shall
be entitled to receive, and the corporation shall be obliged to pay, but
only when and as declared by the Board of Directors, and only out of its
earned surplus, cash dividends thereon, at the rate per share per annum of
5.01%, and no more, payable quarterly, with respect to each calendar
quarterly period, on or prior to the last day of each such calendar
quarterly period, to wit, the last day of each March, June, September and
December. Dividends on each share of such series of the 5.01% Preferred
Stock shall be cumulative from date of issuance.
Subject to the provisions contained herein, all additional earned
surplus of the corporation may be divided among and paid to the holders of
Common Stock.
(b) Restrictions on Dividends on and Purchase of Junior Stock. So long
as any of 5.01% Preferred Stock shall remain outstanding, no dividend
(other than dividends payable in shares of Common Stock) shall be paid on
or set apart for the Common Stock, nor shall any shares thereof be
purchased, redeemed, or otherwise acquired by the corporation or any
subsidiary thereof (other than shares acquired without cost to the
corporation or such subsidiary) unless:
-3-
(i) all dividends on all outstanding shares of the 5.01% Preferred
Stock for all past quarterly dividend periods shall have been paid and full
dividends thereon for the then current quarterly dividend period declared
and a sum sufficient for the payment thereof set apart;
(ii) after giving effect to the payment of such dividend or such
purchase, redemption, or other acquisition, the capital of the corporation
represented by its Common Stock, together with its surplus as then stated
on its books of account, shall in the aggregate exceed the aggregate of the
amounts payable on involuntary liquidation or dissolution of the
corporation in respect of all shares of the 5.01% Preferred Stock then
outstanding.
(c) Voting Rights. All voting rights in the corporation shall be
vested exclusively in the holders of Common Stock.
(d) Redemption. The shares of the 5.01% Preferred Stock may be
redeemed at the option of the Board of Directors of the corporation at any
time at par plus an amount equal to all accumulated and unpaid dividends
thereon to the date of redemption, whether or not such dividends have been
earned or declared.
-4-
All shares of 5.01% Preferred Stock redeemed by the corporation shall
be canceled and upon such cancellation shall be restored to the status of
authorized but unissued shares, not classified as to series.
(e) Liquidation or Dissolution. On liquidation or dissolution of the
corporation, before any payment or distribution shall be made to the
holders of Common Stock, if such liquidation or dissolution be involuntary,
the holder of the 5.01% Preferred Stock shall be entitled to be paid the
sum of $500,000 per share, or, if such liquidation or dissolution be
voluntary, the holder of the shares of 5.01% Preferred Stock shall be
entitled to be paid the amount established by the Board of Directors, plus
an amount equal to all accumulated and unpaid dividends thereon to the date
of such payment, whether or not such dividends shall have been earned or
declared. After such payments shall have been made in full to the holder of
5.01% Preferred Stock, it shall be entitled to no further payment or
distribution.
A consolidation or merger to which the corporation shall be a party
shall not be deemed a liquidation or dissolution of the corporation within
the meaning of this subdivision.
-5-
(f) The shares of the 5.01% Preferred Stock are not transferable.
FURTHER RESOLVED, that the Certificate of Incorporation of this
Corporation dated June 20, 1989, as amended, be, and it hereby is, further
amended so that the designation and number of shares of such series and the
relative rights, preferences and limitations of such series are as stated
in these resolutions;
FURTHER RESOLVED, that the proper officers of this Corporation be, and
they hereby are, authorized and directed to execute on behalf of this
Corporation and to file in the office of the Secretary of State of the
State of New Jersey a certificate of amendment to the Certificate of
Incorporation of this Corporation, as amended, setting forth a copy of
these resolutions, as required by subsection 14A:7-2(4) of the New Jersey
Business Corporation Act;
FURTHER RESOLVED, that this Corporation issue and sell 435 shares of
its 5.01% Preferred Stock to its sole shareholder, Public Service
Enterprise Group Incorporated, for the sum of $217,500,000; and
FURTHER RESOLVED, that the officers of this Corporation be, and they
hereby are, authorized and directed to take such other and further action
as they shall
-6-
deem necessary or advisable to carry out the intent and purposes of these
resolutions.
(c) The foregoing resolutions were duly adopted by the Board of
Directors of said Corporation at a meeting duly called and held on January
20, 1998, at which a quorum was present and acting throughout.
(d) The Certificate of Incorporation of this corporation dated June
20, 1989, as amended, is further amended so that the designation and number
of shares of the 5.01% Cumulative Preferred Stock of said corporation, and
the relative rights, preferences and limitations of such series are as
stated in said resolutions.
IN WITNESS WHEREOF, said Enterprise Diversified Holdings Incorporated has
made this Certificate this 20st day of January, 1998.
ENTERPRISE DIVERSIFIED HOLDINGS INCORPORATED
By: /s/ E. James Ferland
-----------------------------------
E. James Ferland
Chairman of the Board
[CORPORATE SEAL]
Attest:
By: /s/ Edward J. Biggins, Jr.
----------------------------
Edward J. Biggins, Jr.
Secretary
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
ENTERPRISE DIVERSIFIED HOLDINGS INCORPORATED
Enterprise Diversified Holdings Incorporated, a New Jersey corporation,
does hereby certify, pursuant to subsection 14A:9-4(3) of the New Jersey
Business Corporation Act, as follows:
1. The name of the corporation is "Enterprise Diversified Holdings
Incorporated".
2. The following resolution was adopted by the sole shareholder of said
corporation, amending the corporation's Certificate of Incorporation
dated June 20, 1989, pursuant to subsections 14A:9-1(2) and 14A:9-2(4)
of the New Jersey Business Corporation Act:
RESOLVED, that the Certificate of Incorporation of this Corporation
be amended by substituting the name "PSEG Energy Holdings Inc." for
the name "Enterprise Diversified Holdings Incorporated".
3. The date of the adoption of such amendment by the sole shareholder of
said Corporation is June 8, 1998.
4. The number of shares of each class and series of the stock of the
corporation entitled to vote thereon are as follows:
Designation Number
----------- ------
Common 100
5. The number of shares of each class and series of the stock of the
corporation voting for and against such amendment is as follows:
Designation Number For Number Against
----------- ---------- --------------
Common 100 -0-
6. No exchange, reclassification or cancellation of issued shares is
affected as a result of such amendment.
7. This amendment shall become effective upon filing.
IN WITNESS WHEREOF, Enterprise Diversified Holdings Incorporated has made
this Certificate this 10th day of June, 1998.
Enterprise Diversified Holdings
Incorporated
Attest:
/s/ Patrick M. Burke By: /s/ Robert J. Dougherty, Jr.
- -------------------------------- ------------------------------
Patrick M. Burke Robert J. Dougherty, Jr.
Assistant Secretary President
Certificate of Amendment
of
CERTIFICATE OF INCORPORATION
of
PSEG ENERGY HOLDINGS INC.
-----------------
Establishing the Series B Cumulative Preferred Stock
as a series of the Preferred Stock.
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
PSEG Energy Holdings Inc.
------------------
PSEG Energy Holdings Inc., a New Jersey corporation, does hereby certify,
pursuant to subsection 14A:7-2(4) of the New Jersey Business Corporation Act,
that:
(a) The name of this corporation is "PSEG Energy Holdings Inc.".
(b) The following is a copy of resolutions of the Preferred Stock Pricing
Committee of the Board of Directors of said corporation, acting pursuant to
authority granted to it by the Board of Directors of said corporation, amending
the Certificate of Incorporation of said corporation dated June 20, 1989, as
amended, pursuant to subsections 14A:7-2(2) and 14A:7-2(3) of the New Jersey
Business Corporation Act and Section 3 of said Certificate of Incorporation:
RESOLVED, that a series of Preferred Stock of this Corporation,
designated "Series B Cumulative Preferred Stock" (hereinafter in these
resolutions sometimes referred to as the "Series B Preferred Stock"), and
consisting of 1,467 shares of the par value of $100,000 each, be and the
same is hereby created and established as a series of Preferred Stock of
this Corporation;
-2-
FURTHER RESOLVED, that the relative rights, preferences and
limitations of the shares of the Series B Preferred Stock are hereby
determined to be as follows:
(a) Dividends. The holder of shares of the Series B Preferred Stock
shall be entitled to receive, and the corporation shall be obliged to pay,
but only when and as declared by the Board of Directors, and only out of
its earned surplus, cash dividends thereon, for all periods through June
30, 2008, at the rate per share per annum of 4.80%, and no more, and,
thereafter, dividends shall be paid at such rate as shall be established by
the Board of Directors of this Corporation, payable quarterly, with respect
to each calendar quarterly period, on or prior to the last day of each such
calendar quarterly period, to wit, the last day of each March, June,
September and December, commencing September 30, 1998. Dividends on each
share of such series of the Series B Preferred Stock shall be cumulative
from date of issuance.
Subject to the provisions contained herein, all additional earned
surplus of the corporation may be divided among and paid to the holders of
Common Stock.
(b) Restrictions on Dividends on and Purchase of Junior Stock. So long
as any of Series B Preferred Stock
-3-
shall remain outstanding, no dividend (other than dividends payable in
shares of Common Stock) shall be paid on or set apart for the Common Stock,
nor shall any shares thereof be purchased, redeemed, or otherwise acquired
by the corporation or any subsidiary thereof (other than shares acquired
without cost to the corporation or such subsidiary) unless:
(i) all dividends on all outstanding shares of the Series B Preferred
Stock for all past quarterly dividend periods shall have been paid and full
dividends thereon for the then current quarterly dividend period declared
and a sum sufficient for the payment thereof set apart;
(ii) after giving effect to the payment of such dividend or such
purchase, redemption, or other acquisition, the capital of the corporation
represented by its Common Stock, together with its surplus as then stated
on its books of account, shall in the aggregate exceed the aggregate of the
amounts payable on involuntary liquidation or dissolution of the
corporation in respect of all shares of the Series B Preferred Stock then
outstanding.
(c) Voting Rights. All voting rights in the corporation shall be
vested exclusively in the holders of Common Stock.
-4-
(d) Redemption. The shares of the Series B Preferred Stock may be
redeemed at the option of the Board of Directors of the corporation at any
time at par plus an amount equal to all accumulated and unpaid dividends
thereon to the date of redemption, whether or not such dividends have been
earned or declared.
All shares of Series B Preferred Stock redeemed by the corporation
shall be canceled and upon such cancellation shall be restored to the
status of authorized but unissued shares, not classified as to series.
(e) Liquidation or Dissolution. On liquidation or dissolution of the
corporation, before any payment or distribution shall be made to the
holders of Common Stock, if such liquidation or dissolution be involuntary,
the holder of the Series B Preferred Stock shall be entitled to be paid the
sum of $100,000 per share, or, if such liquidation or dissolution be
voluntary, the holder of the shares of Series B Preferred Stock shall be
entitled to be paid the amount established by the Board of Directors, plus
an amount equal to all accumulated and unpaid dividends thereon to the date
of such payment, whether or not such dividends shall have been earned or
declared. After such payments shall have
-5-
been made in full to the holder of Series B Preferred Stock, it shall be
entitled to no further payment or distribution.
A consolidation or merger to which the corporation shall be a party
shall not be deemed a liquidation or dissolution of the corporation within
the meaning of this subdivision.
(f) The shares of the Series B Preferred Stock are not transferable.
FURTHER RESOLVED, that the Certificate of Incorporation of this
Corporation dated June 20, 1989, as amended, be, and it hereby is, further
amended so that the designation and number of shares of such series and the
relative rights, preferences and limitations of such series are as stated
in these resolutions;
FURTHER RESOLVED, that the proper officers of this Corporation be, and
they hereby are, authorized and directed to execute on behalf of this
Corporation and to file in the office of the Secretary of State of the
State of New Jersey a certificate of amendment to the Certificate of
Incorporation of this Corporation, as amended, setting forth a copy of
these resolutions, as required by subsection 14A:7-2(4) of the New Jersey
Business Corporation Act;
-6-
FURTHER RESOLVED, that this Corporation issue and sell 1,467 shares of
its Series B Preferred Stock to its sole shareholder, Public Service
Enterprise Group Incorporated, for the sum of $146,700,000; and
FURTHER RESOLVED, that the officers of this Corporation be, and they
hereby are, authorized and directed to take such other and further action
as they shall deem necessary or advisable to carry out the intent and
purposes of these resolutions.
(c) The foregoing resolutions were duly adopted by the Preferred Stock
Pricing Committee of the Board of Directors of said Corporation at a meeting
duly called and held on June 25, 1998, at which a quorum was present and acting
throughout.
(d) The Certificate of Incorporation of this corporation dated June 20,
1989, as amended, is further amended so that the designation and number of
shares of the Series B Cumulative Preferred Stock of said corporation, and the
relative rights, preferences and limitations of such series are as stated in
said resolutions.
-7-
IN WITNESS WHEREOF, said PSEG Energy Holdings Inc. has made this
Certificate this 25th day of June, 1998.
PSEG ENERGY HOLDINGS INC.
By: /s/ E. James Ferland
-----------------------------------
E. James Ferland
Chairman of the Board
[CORPORATE SEAL]
Attest:
By: /s/ Edward J. Biggins, Jr.
----------------------------
Edward J. Biggins, Jr.
Secretary
Certificate of Amendment
of
CERTIFICATE OF INCORPORATION
of
PSEG ENERGY HOLDINGS INC.
-----------------
Establishing the Series C Cumulative Preferred Stock
as a series of the Preferred Stock.
CERTIFICATE OF AMENDMENT
of
CERTIFICATE OF INCORPORATION
of
PSEG Energy Holdings Inc.
-----------------
PSEG Energy Holdings Inc., a New Jersey corporation, does hereby certify,
pursuant to subsection 14A:7-2(4) of the New Jersey Business Corporation Act,
that:
(a) The name of this corporation is "PSEG Energy Holdings Inc.".
(b) The following is a copy of resolutions of the Preferred Stock Pricing
Committee of the Board of Directors of said corporation, acting pursuant to
authority granted to it by the Board of Directors of said corporation, amending
the Certificate of Incorporation of said corporation dated June 20, 1989, as
amended, pursuant to subsections 14A:7-2(2) and 14A:7-2(3) of the New Jersey
Business Corporation Act and Section 3 of said Certificate of Incorporation:
RESOLVED, that a series of Preferred Stock of this Corporation,
designated "Series C Cumulative Preferred Stock" (hereinafter in these
resolutions sometimes referred to as the "Series C Preferred Stock"), and
consisting of 1,450 shares of the par value of $100,000 each, be and the
same is hereby created and established as a series of Preferred Stock of
this Corporation;
-2-
FURTHER RESOLVED, that the relative rights, preferences and
limitations of the shares of the Series C Preferred Stock are hereby
determined to be as follows:
(a) Dividends. The holder of shares of the Series C Preferred Stock
shall be entitled to receive, and the corporation shall be obliged to pay,
but only when and as declared by the Board of Directors, and only out of
its earned surplus, cash dividends thereon, at the rate per share per annum
of 4.875%, and no more, payable quarterly, with respect to each calendar
quarterly period, on or prior to the last day of each such calendar
quarterly period, to wit, the last day of each March, June, September and
December, commencing September 30, 1998. Dividends on each share of such
series of the Series C Preferred Stock shall be cumulative from date of
issuance.
Subject to the provisions contained herein, all additional earned
surplus of the corporation may be divided among and paid to the holders of
Common Stock.
(b) Restrictions on Dividends on and Purchase of Junior Stock. So long
as any of Series C Preferred Stock shall remain outstanding, no dividend
(other than dividends payable in shares of Common Stock) shall be paid on
or set apart for the Common Stock, nor shall any shares thereof be
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purchased, redeemed, or otherwise acquired by the corporation or any
subsidiary thereof (other than shares acquired without cost to the
corporation or such subsidiary) unless:
(i) all dividends on all outstanding shares of the Series C Preferred
Stock for all past quarterly dividend periods shall have been paid and full
dividends thereon for the then current quarterly dividend period declared
and a sum sufficient for the payment thereof set apart;
(ii) after giving effect to the payment of such dividend or such
purchase, redemption, or other acquisition, the capital of the corporation
represented by its Common Stock, together with its surplus as then stated
on its books of account, shall in the aggregate exceed the aggregate of the
amounts payable on involuntary liquidation or dissolution of the
corporation in respect of all shares of the Series C Preferred Stock then
outstanding.
(c) Voting Rights. All voting rights in the corporation shall be
vested exclusively in the holders of Common Stock.
(d) Redemption. The shares of the Series C Preferred Stock may be
redeemed at the option of the Board of Directors of the corporation at any
time at par
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plus an amount equal to all accumulated and unpaid dividends thereon to the
date of redemption, whether or not such dividends have been earned or
declared.
All shares of Series C Preferred Stock redeemed by the corporation
shall be canceled and upon such cancellation shall be restored to the
status of authorized but unissued shares, not classified as to series.
(e) Liquidation or Dissolution. On liquidation or dissolution of the
corporation, before any payment or distribution shall be made to the
holders of Common Stock, if such liquidation or dissolution be involuntary,
the holder of the Series C Preferred Stock shall be entitled to be paid the
sum of $100,000 per share, or, if such liquidation or dissolution be
voluntary, the holder of the shares of Series C Preferred Stock shall be
entitled to be paid the amount established by the Board of Directors, plus
an amount equal to all accumulated and unpaid dividends thereon to the date
of such payment, whether or not such dividends shall have been earned or
declared. After such payments shall have been made in full to the holder of
Series C Preferred Stock, it shall be entitled to no further payment or
distribution.
A consolidation or merger to which the corporation shall be a party
shall not be deemed a liquidation or
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dissolution of the corporation within the meaning of this subdivision.
(f) The shares of the Series C Preferred Stock are not transferable.
FURTHER RESOLVED, that the Certificate of Incorporation of this
Corporation dated June 20, 1989, as amended, be, and it hereby is, further
amended so that the designation and number of shares of such series and the
relative rights, preferences and limitations of such series are as stated
in these resolutions;
FURTHER RESOLVED, that the proper officers of this Corporation be, and
they hereby are, authorized and directed to execute on behalf of this
Corporation and to file in the office of the Secretary of State of the
State of New Jersey a certificate of amendment to the Certificate of
Incorporation of this Corporation, as amended, setting forth a copy of
these resolutions, as required by subsection 14A:7-2(4) of the New Jersey
Business Corporation Act;
FURTHER RESOLVED, that this Corporation issue and sell 1,450 shares of
its Series C Preferred Stock to its sole shareholder, Public Service
Enterprise Group Incorporated, for the sum of $145,000,000; and
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FURTHER RESOLVED, that the officers of this Corporation be, and they
hereby are, authorized and directed to take such other and further action
as they shall deem necessary or advisable to carry out the intent and
purposes of these resolutions.
(c) The foregoing resolutions were duly adopted by the Preferred Stock
Pricing Committee of the Board of Directors of said Corporation at a meeting
duly called and held on July 1, 1998, at which a quorum was present and acting
throughout.
(d) The Certificate of Incorporation of this corporation dated June 20,
1989, as amended, is further amended so that the designation and number of
shares of the Series C Cumulative Preferred Stock of said corporation, and the
relative rights, preferences and limitations of such series are as stated in
said resolutions.
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IN WITNESS WHEREOF, said PSEG Energy Holdings Inc. has made this
Certificate this 1st day of July, 1998.
PSEG ENERGY HOLDINGS INC.
By: /s/ Bruce E. Walenczyk
-------------------------------------
Bruce E. Walenczyk
Vice President - Finance
[CORPORATE SEAL]
Attest:
By: /s/ Edward J. Biggins, Jr.
----------------------------
Edward J. Biggins, Jr.
Secretary