Exhibit 3
[Filed CA Secretary of
State April 28, 1997]
RESTATED ARTICLES OF INCORPORATION OF
PACIFIC GAS AND ELECTRIC COMPANY
STANLEY T. SKINNER and LESLIE H. EVERETT certify that:
1. They are the Chairman of the Board and Chief Executive Officer, and
the Vice President and Corporate Secretary, respectively, of Pacific
Gas and Electric Company, a California corporation (the "Company").
2. The Articles of Incorporation of the corporation, as amended to the
date of the filing of this certificate, including the amendments set
forth herein but not separately filed (and with the omissions required
by Section 910 of the Corporations Code) are amended and restated as
follows:
FIRST: That the name of said corporation shall be
PACIFIC GAS AND ELECTRIC COMPANY.
SECOND: The purpose of the corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.
The right is reserved to this corporation to amend the whole or any
part of these Articles of Incorporation in any respect not prohibited by law.
THIRD: That this corporation shall have perpetual existence.
FOURTH: The corporation elects to be governed by all of the
provisions of the General Corporation Law (as added to the California
Corporations Code effective January 1, 1977, and as
subsequently amended) not otherwise applicable to this corporation under Chapter
23 of said General Corporation Law.
FIFTH: That the Board of Directors of this corporation shall consist
of such number of directors, not less than fourteen (14) nor more than seventeen
(17), as shall be prescribed in the Bylaws.
The Board of Directors by a vote of two-thirds of the whole Board may
appoint from the Directors an Executive Committee, which Committee may exercise
such powers as may lawfully be conferred upon it by the Bylaws of the
Corporation. Such Committee may prescribe rules for its own government and its
meetings may be held at such places within or without California as said
Committee may determine or authorize.
SIXTH: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
SEVENTH: The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code) through
bylaws, resolutions, agreements with agents, vote of shareholders or
disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject
only to the applicable limits set forth in Section 204 of the California
Corporations Code.
EIGHTH: The total number of shares which this corporation is
authorized to issue is eight hundred eighty-five million (885,000,000) of the
aggregate par value of six billion eight hundred seventy-five million dollars
($6,875,000,000). All of these shares shall have full voting rights.
Said eight hundred eighty-five million (885,000,000) shares shall be
divided into three classes, designated as common stock, first preferred stock
and $100 first preferred stock. Eight hundred million (800,000,000) of said
shares shall be common stock, of the par value of $5 per share, seventy-five
million (75,000,000) of said shares shall be first preferred
2
stock, of the par value of $25 per share, and ten million (10,000,000) of said
shares shall be $100 first preferred stock, of the par value of $100 per share.
FIRST PREFERRED STOCK
AND $100 FIRST PREFERRED STOCK
The first preferred stock and $100 first preferred stock each shall be
divided into series. The first series of first preferred stock shall consist of
four million two hundred eleven thousand six hundred sixty-two (4,211,662)
shares and be designated as Six Per Cent First Preferred Stock. The second
series of first preferred stock shall consist of one million one hundred
seventy-three thousand one hundred sixty-three (1,173,163) shares and be
designated as Five and One-Half Per Cent First Preferred Stock. The third
series of first preferred stock shall consist of four hundred thousand (400,000)
shares and be designated as Five Per Cent First Preferred Stock. The remainder
of said first preferred stock, viz., 69,215,175 shares, and all of the $100
first preferred stock may be issued in one or more additional series, as
determined from time to time by the Board of Directors. Except as provided
herein, the Board of Directors is hereby authorized to determine and alter the
rights, preferences, privileges and restrictions granted to or imposed upon the
first preferred stock or $100 first preferred stock or any series thereof with
respect to any wholly unissued series of first preferred stock or $100 first
preferred stock, and to fix the number of shares of any series of first
preferred stock or $100 first preferred stock and the designation of any such
series of first preferred stock or $100 first preferred stock. The Board of
Directors, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series.
The owners and holders of shares of said first preferred stock and
$100 first preferred stock, when issued as fully paid, are and shall be entitled
to receive, from the date of issue of such shares, out of funds legally
available therefor, cumulative preferential dividends, when and as declared by
the Board of Directors, at the following rates upon the par value of
3
their respective shares, and not more, viz.: Six per cent (6%) per year upon Six
Per Cent First Preferred Stock; five and one-half per cent (5-l/2%) per year
upon Five and One-Half Per Cent First Preferred Stock; five per cent (5%) per
year upon Five Per Cent First Preferred Stock; and upon the shares of each
additional series of said first preferred stock and of each series of $100 first
preferred stock the dividend rate fixed therefor; and such dividends on both
classes of first preferred stock and $100 first preferred stock shall be
declared and shall be either paid or set apart for payment before any dividend
upon the shares of common stock shall be either declared or paid.
Upon the liquidation or dissolution of this corporation at any time
and in any manner, the owners and holders of shares of said first preferred
stock and $100 first preferred stock issued as fully paid will be entitled to
receive an amount equal to the par value of such shares plus an amount equal to
all accumulated and unpaid dividends thereon to and including the date fixed for
such distribution or payment before any amount shall be paid to the holders of
said common stock.
If any share or shares of first preferred stock and $100 first
preferred stock shall at any time be issued as only partly paid, the owners and
holders of such partly paid share or shares shall have the right to receive
dividends and to share in the assets of this corporation upon its liquidation or
dissolution in all respects like the owners and holders of fully paid shares of
first preferred stock and $100 first preferred stock, except that such right
shall be only in proportion to the amount paid on account of the subscription
price for which such partly paid share or shares shall have been issued.
The unissued shares of said first preferred stock and $100 first
preferred stock may be offered for subscription or sale or in exchange for
property and be issued from time to time upon such terms and conditions as said
Board of Directors shall prescribe.
The first three series of said first preferred stock, namely, the Six
Per Cent First Preferred Stock, the Five and One-Half Per Cent First Preferred
Stock, and the Five Per Cent First Preferred Stock, are not subject to
redemption.
4
Any or all shares of each series of said first preferred stock and
$100 first preferred stock other than said first three series of first preferred
stock may be redeemed at the option of this corporation, at any time or from
time to time, at the redemption price fixed for such series together with
accumulated and unpaid dividends at the rate fixed therefor to and including the
date fixed for redemption. If less than all the outstanding shares of any such
series are to be redeemed, the shares to be redeemed shall be determined pro
rata or by lot in such manner as the Board of Directors may determine.
Unless the certificate of determination for any series of the first
preferred stock or the $100 first preferred stock shall otherwise provide,
notice of every such redemption shall be published in a newspaper of general
circulation in the City and County of San Francisco, State of California, and in
a newspaper of general circulation in the Borough of Manhattan, City and State
of New York, at least once in each of two (2) successive weeks, commencing not
earlier than sixty (60) nor later than thirty (30) days before the date fixed
for redemption; successive publications need not be made in the same newspaper.
A copy of such notice shall be mailed within the same period of time to each
holder of record, as of the record date, of the shares to be redeemed, but the
failure to mail such notice to any shareholder shall not invalidate the
redemption of such shares.
From and after the date fixed for redemption, unless default be made
by this corporation in paying the amount due upon redemption, dividends on the
shares called for redemption shall cease to accrue, and such shares shall be
deemed to be redeemed and shall be no longer outstanding, and the holders
thereof shall cease to be shareholders with respect to such shares and shall
have no rights with respect thereto except the right to receive from this
corporation upon surrender of their certificates the amount payable upon
redemption without interest. Or, if this corporation shall deposit, on or prior
to the date fixed for redemption, with any bank or trust company in the City and
County of San Francisco, having capital, surplus and undivided profits
aggregating at least five million dollars ($5,000,000), as a trust fund, a sum
sufficient to redeem the shares called for redemption, with irrevocable
instructions and authority to such
5
bank or trust company to publish or complete the publication of the notice of
redemption (if this corporation shall not have theretofore completed publication
of such notice), and to pay, on and after the date fixed for redemption, or on
and after such earlier date as the Board of Directors may determine, the amount
payable upon redemption of such shares, then from and after the date of such
deposit (although prior to the date fixed for redemption) such shares shall be
deemed to be redeemed; and dividends on such shares shall cease to accrue after
the date fixed for redemption. The said deposit shall be deemed to constitute
full payment of the shares to their respective holders and from and after the
date of such deposit the shares shall be no longer outstanding, and the holders
thereof shall cease to be shareholders with respect to such shares and shall
have no rights with respect thereto except the right to receive from said bank
or trust company the amount payable upon redemption of such shares, without
interest, upon surrender of their certificates therefor, and except, also, any
right which such shareholders may then have to exchange or convert such shares
prior to the date fixed for redemption. Any part of the funds so deposited
which shall not be required for redemption payments because of such exchange or
conversion shall be repaid to this corporation forthwith. The balance, if any,
of the funds so deposited which shall be unclaimed at the end of six (6) years
from the date fixed for redemption shall be repaid to this corporation together
with any interest which shall have been allowed thereon; and thereafter the
unpaid holders of shares so called for redemption shall have no claim for
payment except as against this corporation.
All shares of the first preferred stock and $100 first preferred stock
shall rank equally with regard to preference in dividend and liquidation rights,
except that shares of different classes or different series thereof may differ
as to the amounts of dividends or liquidation payments to which they are
entitled, as herein set forth.
6
COMMON STOCK
When all accrued dividends upon all of the issued and outstanding
shares of the first preferred stock and $100 first preferred stock of this
corporation shall have been declared and shall have been paid or set apart for
payment, but not before, dividends may be declared and paid, out of funds
legally available therefor, upon all of the issued and outstanding shares of
said common stock.
Upon the liquidation or dissolution of this corporation, after the
owners and holders of such first preferred stock and $100 first preferred stock
shall have been paid the full amount to which they shall have been entitled
under the provisions of these Articles of Incorporation, the owners and holders
of such common stock shall be entitled to receive and to have paid to them the
entire residue of the assets of this corporation in proportion to the number of
shares of said common stock held by them respectively.
If any share or shares of common stock shall at any time be issued as
only partly paid, the owners and holders of such partly paid share or shares
shall have the right to receive dividends and to share in the assets of this
corporation upon its liquidation or dissolution in all respects like the owners
and holders of fully paid shares of common stock, except that such right shall
be only in proportion to the amount paid on account of the subscription price
for which such partly paid share or shares shall have been issued.
The unissued shares of said common stock may be offered for
subscription or sale or in exchange for property and be issued from time to time
upon such terms and conditions as said Board of Directors may prescribe.
PROHIBITION AGAINST ASSESSMENTS
Shares of such stock, whether first preferred, $100 first preferred
stock or common stock, the subscription price of which shall have been paid in
full, whether such price be par or more or less than par, shall be issued as
fully paid shares and shall never be subject to any call or assessment for any
purpose
7
whatever. Shares of such stock, whether first preferred, $100 first preferred
stock or common stock, a part only of the subscription price of which shall have
been paid, shall be subject to calls for the unpaid balance of the subscription
price thereof. But no call made on partly paid first preferred stock, partly
paid $100 first preferred stock or partly paid common stock shall be recoverable
by action or be enforceable otherwise than by sale or forfeiture of delinquent
stock in accordance with the applicable provisions of the Corporations Code of
California.
If at any time, whether by virtue of any amendment of these Articles
of Incorporation or any amendment or change of the law of the State of
California relating to corporations or otherwise, any assessment shall, in any
event whatever, be levied and collected on any subscribed and issued shares of
said first preferred stock or $100 first preferred stock after the subscription
price thereof shall have been paid in full, the rights of the owners and holders
thereof to receive dividends and their rights to share in the assets upon the
liquidation or dissolution of this corporation shall, immediately upon the
payment of such assessment and by virtue thereof, be increased in the same ratio
as the total amount of the assessment or assessments so levied and collected
shall bear to the par value of such shares of first preferred stock or $100
first preferred stock.
RESERVES
The Board of Directors of this corporation shall, notwithstanding the
foregoing provisions of these Articles of Incorporation, have authority from
time to time to set aside, out of the profits arising from the business of this
corporation, such reasonable sums as may in their judgment be necessary and
proper for working capital and for usual reserves and surplus.
NINTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE 5%
REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination of
Preferences of the 5% Redeemable First Preferred Stock which is attached hereto
as Exhibit 1 is hereby incorporated by reference as Article NINTH of these
Articles of Incorporation.
8
TENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE 5%
REDEEMABLE FIRST PREFERRED STOCK, SERIES A: The Certificate of Determination of
Preferences of the 5% Redeemable First Preferred Stock, Series A, which is
attached hereto as Exhibit 2 is hereby incorporated by reference as Article
TENTH of these Articles of Incorporation.
ELEVENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE 4.80%
REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination of
Preferences of the 4.80% Redeemable First Preferred Stock which is attached
hereto as Exhibit 3 is hereby incorporated by reference as Article ELEVENTH of
these Articles of Incorporation.
TWELFTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE 4.50%
REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination of
Preferences of the 4.50% Redeemable First Preferred Stock which is attached
hereto as Exhibit 4 is hereby incorporated by reference as Article TWELFTH of
these Articles of Incorporation.
THIRTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE 4.36%
REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination of
Preferences of the 4.36% Redeemable First Preferred Stock which is attached
hereto as Exhibit 5 is hereby incorporated by reference as Article THIRTEENTH of
these Articles of Incorporation.
FOURTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE 7.44%
REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination of
Preferences of the 7.44% Redeemable First Preferred Stock which is attached
hereto as Exhibit 6 is hereby incorporated by reference as Article FOURTEENTH of
these Articles of Incorporation.
FIFTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE 6.57%
REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination of
Preferences of the 6.57% Redeemable First Preferred Stock which is attached
hereto as Exhibit 7 is hereby incorporated by reference as Article FIFTEENTH of
these Articles of Incorporation.
9
SIXTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE 7.04%
REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination of
Preferences of the 7.04% Redeemable First Preferred Stock which is attached
hereto as Exhibit 8 is hereby incorporated by reference as Article SIXTEENTH of
these Articles of Incorporation.
SEVENTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE 6-7/8%
REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination of
Preferences of the 6-7/8% Redeemable First Preferred Stock which is attached
hereto as Exhibit 9 is hereby incorporated by reference as Article SEVENTEENTH
of these Articles of Incorporation.
EIGHTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
6.30% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of Determination of
Preferences of the 6.30% Redeemable First Preferred Stock which is attached
hereto as Exhibit 10 is hereby incorporated by reference as Article EIGHTEENTH
of these Articles of Incorporation.
3. The foregoing amendments and restatement of the Articles of
Incorporation of this corporation have been duly approved by the Board
of Directors.
4. The foregoing amendments and restatement of the Articles of
Incorporation were adopted (i) to eliminate Article Ninth which was
deleted upon the filing on January 1, 1997, of the Agreement of Merger
made as of December 19, 1996, by and among this corporation, PG&E
Merger Company, and PG&E Corporation, (ii) to eliminate Articles
Fifteenth, Sixteenth, and Seventeenth, which previously set forth the
Certificates of Determination of Preferences of the 7.84% Redeemable
First Preferred Stock, the 8% Redeemable First Preferred Stock, and
the 8.20% Redeemable First Preferred Stock, respectively, to reflect
the reduction in the authorized number of shares of each of those
series to zero which occurred upon filing the Certificate of Decrease
with respect to such series immediately preceding the filing of these
10
Restated Articles, pursuant to California Corporations Code Section
401(c)and the elimination of each of those
series as an authorized series of the corporation pursuant to
California Corporations Code Section 401(f); and (iii) to renumber the
remaining Articles to reflect the deletion of Articles Ninth,
Fifteenth, Sixteenth, and Seventeenth.
5. Pursuant to California Corporations Code Sections 202(e)(3), 203.5(b),
401(c) and 401(f), amendments to the Articles of Incorporation for the
foregoing purposes need not be approved by the affirmative vote of the
majority of the outstanding shares; accordingly, the foregoing
amendments and restatement may be adopted with approval of the Board
of Directors alone.
We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Date: April 23, 1997
--
/s/ Stanley T. Skinner
______________________________
STANLEY T. SKINNER
Chairman of the Board and
Chief Executive Officer
/s/ Leslie H. Everett
______________________________
LESLIE H. EVERETT
Vice President and
Corporate Secretary
11
EXHIBIT 1
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the 5%
Redeemable First Preferred Stock, $25 par value (herein called the "5% Series");
and
WHEREAS, this corporation has elected to redeem, purchase, or otherwise
acquire 1,082,805 shares of the 5% Series from time to time; and
WHEREAS, pursuant to California Corporations Code Section 401(c), this
corporation filed a Certificate of Decrease in Number of Shares of Certain
Series of First Preferred Stock on March 23, 1994, which amended the Articles of
Incorporation to decrease the number of shares constituting the 5% Series from
2,860,977 to 1,778,172 shares; and
WHEREAS, pursuant to California Corporations Code Section 202(e)(3), the
1,082,805 shares constituting the decrease in the 5% Series resumed the status
of authorized and unissued shares of First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to restate the four
existing Certificates of Determination of Preferences of the 5% Series to (i)
reflect the reduction in the authorized number of shares of the 5% Series, (ii)
consolidate such existing Certificates of Determination of Preferences into a
single Certificate of Determination of Preferences of the 5% Series, and (iii)
eliminate the portions of the officers' certificates and verifications which do
not set forth any of the rights, preferences, privileges, or restrictions of the
5% Series.
1-1
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificates of Determination of Preferences of the 5% Series is hereby
approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of Preferences
of the 5% Series is hereby approved and adopted as restated in its entirety as
follows:
1,778,172 shares of this corporation's unissued redeemable First
Preferred Stock shall constitute a series designated "5% Redeemable First
Preferred Stock"; the dividend rate of such shares shall be five per cent
per year; such shares shall have no conversion rights; and the redemption
price of such shares shall be
$28.25 per share if redeemed on or before July 31, 1953,
$27.75 per share if redeemed thereafter and on or before July 31,
1958,
$27.25 per share if redeemed thereafter and on or before July 31,
1963, and
$26.75 per share if redeemed thereafter.
1-2
EXHIBIT 2
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK,
SERIES A
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the 5%
Redeemable First Preferred Stock, Series A, $25 par value (herein called the "5%
Series A"); and
WHEREAS, this corporation has elected to redeem, purchase, or otherwise
acquire 815,678 shares of the 5% Series A from time to time; and
WHEREAS, pursuant to California Corporations Code Section 401(c), this
corporation filed a Certificate of Decrease in Number of Shares of Certain
Series of First Preferred Stock on March 23, 1994, which amended the Articles of
Incorporation to decrease the number of shares constituting the 5% Series A from
1,750,000 to 934,322 shares; and
WHEREAS, pursuant to California Corporations Code Section 202(e)(3), the
815,678 shares constituting the decrease in the 5% Series A resumed the status
of authorized and unissued shares of First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to restate the two
existing Certificates of Determination of Preferences of the 5% Series A to (i)
reflect the reduction in the authorized number of shares of the 5% Series A,
(ii) consolidate such existing Certificates of Determination of Preferences into
a single Certificate of Determination of Preferences of the 5% Series A, and
(iii) eliminate the portions of the officers' certificates and verifications
which do not set forth any of the rights, preferences, privileges, or
restrictions of the 5% Series A.
2-1
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificates of Determination of Preferences of the 5% Series A is hereby
approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of Preferences
of the 5% Series A is hereby approved and adopted as restated in its entirety as
follows:
934,322 shares of this corporation's unissued redeemable First
Preferred Stock shall constitute a series designated "5% Redeemable First
Preferred Stock, Series A"; the dividend rate of such shares shall be five
per cent per year; such shares shall have no conversion rights; and the
redemption price of such shares shall be
$28.25 per share if redeemed on or before July 31, 1953,
$27.75 per share if redeemed thereafter and on or before July 31,
1958,
$27.25 per share if redeemed thereafter and on or before July 31,
1963, and
$26.75 per share if redeemed thereafter.
2-2
EXHIBIT 3
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.80% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the 4.80%
Redeemable First Preferred Stock, $25 par value (herein called the "4.80%
Series"); and
WHEREAS, this corporation has elected to redeem, purchase, or otherwise
acquire 724,344 shares of the 4.80% Series from time to time; and
WHEREAS, pursuant to California Corporations Code Section 401(c), this
corporation filed a Certificate of Decrease in Number of Shares of Certain
Series of First Preferred Stock on March 23, 1994, which amended the Articles of
Incorporation to decrease the number of shares constituting the 4.80% Series
from 1,517,375 to 793,031 shares; and
WHEREAS, pursuant to California Corporations Code Section 202(e)(3), the
724,344 shares constituting the decrease in the 4.80% Series resumed the status
of authorized and unissued shares of First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to restate the two
existing Certificates of Determination of Preferences of the 4.80% Series to (i)
reflect the reduction in the authorized number of shares of the 4.80% Series,
(ii) consolidate such existing Certificates of Determination of Preferences into
a single Certificate of Determination of Preferences of the 4.80% Series, and
(iii) eliminate the portions of the officers' certificates and verifications
which do not set forth any of the rights, preferences, privileges, or
restrictions of the 4.80% Series.
3-1
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificates of Determination of Preferences of the 4.80% Series is hereby
approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of Preferences
of the 4.80% Series is hereby approved and adopted as restated in its entirety
as follows:
793,031 shares of this corporation's unissued
redeemable First Preferred Stock shall constitute a series designated
"4.80% Redeemable First Preferred Stock"; the dividend rate of such
shares shall be 4.80% per year; such shares shall have no conversion
rights; and the redemption price for such shares shall be
$28.75 per share if redeemed on or before January 31, 1955;
$28.25 per share if redeemed thereafter and on or before
January 31,1960;
$27.75 per share if redeemed thereafter and on or before
January 31, 1965; and
$27.25 per share if redeemed thereafter.
3-2
EXHIBIT 4
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.50% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the 4.50%
Redeemable First Preferred Stock, $25 par value (herein called the "4.50%
Series"); and
WHEREAS, this corporation has elected to redeem, purchase, or otherwise
acquire 516,284 shares of the 4.50% Series from time to time; and
WHEREAS, pursuant to California Corporations Code Section 401(c), this
corporation filed a Certificate of Decrease in Number of Shares of Certain
Series of First Preferred Stock on March 23, 1994, which amended the Articles of
Incorporation to decrease the number of shares constituting the 4.50% Series
from 1,127,426 to 611,142 shares; and
WHEREAS, pursuant to California Corporations Code Section 202(e)(3), the
516,284 shares constituting the decrease in the 4.50% Series resumed the status
of authorized and unissued shares of First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to restate the two
existing Certificates of Determination of Preferences of the 4.50% Series to (i)
reflect the reduction in the authorized number of shares of the 4.50% Series,
(ii) consolidate such existing Certificates of Determination of Preferences into
a single Certificate of Determination of Preferences of the 4.50% Series, and
(iii) eliminate the portions of the officers' certificates and verifications
which do not set forth any of the rights, preferences, privileges, or
restrictions of the 4.50% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificates of Determination of Preferences of the 4.50% Series is hereby
approved; and
4-1
BE IT FURTHER RESOLVED that the Certificate of Determination of Preferences
of the 4.50% Series is hereby approved and adopted as restated in its entirety
as follows:
611,142 shares of this corporation's unissued redeemable first
preferred stock shall constitute a series designated "4.50% Redeemable
First Preferred Stock"; the dividend rate of such shares shall be
4.50% per year; such shares shall have no conversion rights; and the
redemption price of such shares shall be
$27.25 per share if redeemed on or before July 31, 1959;
$26.75 per share if redeemed thereafter and on or before
July 31, 1964;
$26.25 per share if redeemed thereafter and on or before
July 31, 1969; and
$26.00 per share if redeemed thereafter.
4-2
EXHIBIT 5
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.36% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the 4.36%
Redeemable First Preferred Stock, $25 par value (herein called the "4.36%
Series"); and
WHEREAS, this corporation has elected to redeem, purchase or otherwise
acquire 581,709 shares of the 4.36% Series from time to time; and
WHEREAS, pursuant to California Corporations Code Section 401(c), this
corporation filed a Certificate of Decrease in Number of Shares of Certain
Series of First Preferred Stock on March 23, 1994, which amended the Articles of
Incorporation to decrease the number of shares constituting the 4.36% Series
from 1,000,000 to 418,291 shares; and
WHEREAS, pursuant to California Corporations Code Section 202(e)(3), the
581,709 shares constituting the decrease in the 4.36% Series resumed the status
of authorized and unissued shares of First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to restate the
Certificate of Determination of Preferences of the 4.36% Series to (i) reflect
the reduction in the authorized number of shares of the 4.36% Series and (ii)
eliminate the portions of the officers' certificate and verification which do
not set forth any of the rights, preferences, privileges, or restrictions of the
4.36% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificate of Determination of Preferences of the 4.36% Series is hereby
approved; and
5-1
BE IT FURTHER RESOLVED that the Certificate of Determination of Preferences
of the 4.36% Series is hereby approved and adopted as restated in its entirety
as follows:
418,291 shares of this corporation's unissued
Redeemable First Preferred Stock shall constitute a series designated
"4.36% Redeemable First Preferred Stock"; the dividend rate of such
shares shall be 4.36% per year; such shares shall have no conversion
rights; and the redemption price of such shares shall be
$26.75 per share if redeemed on or before October 31, 1960;
$26.50 per share if redeemed thereafter and on or before
October 31, 1965;
$26.25 per share if redeemed thereafter and on or before
October 31, 1970;
$26.00 per share if redeemed thereafter and on or before
October 31, 1975; and
$25.75 per share if redeemed thereafter.
5-2
EXHIBIT 6
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 7.44% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the 7.44%
Redeemable First Preferred Stock, $25 par value (herein called the "7.44%
Series"); and
WHEREAS, it is in the best interest of this corporation to restate the
Certificate of Determination of Preferences of the 7.44% Series to eliminate the
portions of the officers' certificate and verification which do not set forth
any of the rights, preferences, privileges, or restrictions of the 7.44% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificate of Determination of Preferences of the 7.44% Series is hereby
approved; and
BE IT FURTHER RESOLVED, that the Certificate of Determination of
Preferences of the 7.44% Series is hereby approved and adopted as restated in
its entirety as follows:
5,000,000 shares of this corporation's unissued First
Preferred Stock, $25 par value, shall constitute a series designated
"7.44% Redeemable First Preferred Stock"; the dividend rate of such
shares shall be 7.44% of the par value per year; such shares shall
have no conversion rights; and the redemption price of such shares
shall be $25.00, provided that none of such shares shall be redeemed
prior to August 1, 1997, for any purpose.
6-1
EXHIBIT 7
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 6.57% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the 6.57%
Redeemable First Preferred Stock, $25 par value (herein called the "6.57%
Series"); and
WHEREAS, it is in the best interest of this corporation to restate the
Certificate of Determination of Preferences of the 6.57% Series to eliminate the
portions of the officers' certificate and verification which do not set forth
any of the rights, preferences, privileges, or restrictions of the 6.57% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificate of Determination of Preferences of the 6.57% Series is hereby
approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of Preferences
of the 6.57% Series is hereby approved and adopted as restated in its entirety
as follows:
3,000,000 shares of this corporation's unissued First
Preferred Stock, $25 par value, shall constitute a series designated
"6.57% Redeemable First Preferred Stock" (hereinafter referred to as
the "6.57% Series").
The terms of the 6.57% Series are hereby fixed as follows:
(a) The holders of shares of the 6.57% Series shall be entitled
to receive, when and as declared by the Board of Directors,
dividends at the rate of 6.57 percent of par value thereof
per annum, and no more. Such dividends shall be cumulative
with respect to each share from the date of issuance thereof.
(b) No dividend shall be declared or paid on any shares of
the 6.57% Series or on any shares of any other series
7-1
or class of preferred stock unless a ratable dividend on the
6.57% Series and such other series or class of preferred
stock, in proportion to the full preferential amounts to
which each series or class is entitled, is declared and is
paid or set apart for payment. As used herein, the term
"preferred stock" shall mean all series of the first
preferred stock, $25 par value per share, and first preferred
stock, $100 par value per share, and any other class of stock
ranking equally with the preferred stock as to preference in
dividends and liquidation rights, notwithstanding that shares
of such series and classes may differ as to the amounts of
dividends or liquidation payments to which they are entitled.
(c) No junior shares or shares of preferred stock shall be
purchased, redeemed or otherwise acquired by the corporation,
and no moneys shall be paid to or set aside or made available
for a sinking fund for the purchase or redemption of junior
shares or shares of preferred stock, unless full cumulative
dividends upon all series and classes of preferred stock then
outstanding to the end of the dividend period next preceding
the date fixed for such redemption (and for the current
dividend period if the date fixed for such redemption is a
dividend payment date) shall have been declared and shall
have been paid or set aside for payment. As used herein, the
term "junior shares" shall mean common shares or any other
shares ranking junior to the preferred stock either as to
dividends or upon liquidation, dissolution, or winding up.
(d) The shares of the 6.57% Series shall not be subject to
redemption by this corporation prior to July 31, 2002. On or
after July 31, 2002, the redemption price shall be $25.00 per
share, together with an amount equal to all accumulated and
unpaid dividends thereon to and including the date of
redemption.
(e) Shares of the 6.57% Series shall also be subject to
redemption through the operation of a sinking fund (herein
called the "Sinking Fund") at the redemption price (the
"Sinking Fund Redemption Price") of $25.00 per share plus an
amount equal to the accumulated and unpaid dividends thereon
to and including the redemption date, whether or not earned
or declared. For the
7-2
purposes of the Sinking Fund, out of any funds of the
corporation legally available therefor remaining after full
cumulative dividends upon all series and classes of preferred
stock then outstanding to the end of the dividend period next
preceding the date fixed for such redemption (and for the
current dividend period if the date fixed for such redemption
is a dividend payment date) shall have been declared and
shall have been paid or set apart for payment, the
corporation shall redeem 150,000 shares of the 6.57% Series
annually on each July 31, from 2002 through 2006, inclusive,
and 2,250,000 shares on July 31, 2007, at the Sinking Fund
Redemption Price. The Sinking Fund shall be cumulative so
that if on any such July 31 the funds of the corporation
legally available therefor shall be insufficient to permit
the required redemption in full, or if for any other reason
such redemption shall not have been made in full, the
remaining shares of the 6.57% Series so required to be
redeemed shall be redeemed before any cash dividend shall be
paid or declared, or any distribution made, on any junior
shares or before any junior shares or any shares of preferred
stock shall be purchased, redeemed or otherwise acquired by
the corporation, or any monies shall be paid to or set aside
or made available for a sinking fund for the purchase or
redemption or any junior shares or any shares of preferred
stock; provided, however, that, notwithstanding the existence
of any such deficiency, the corporation may make any required
sinking fund redemption on any other series or class of
preferred stock if the number of shares of such other series
or class of preferred stock being so redeemed bears (as
nearly as practicable) the same ratio to the aggregate number
of shares of such other series or class then due to be
redeemed as the number of shares of the 6.57% Series being
redeemed bears to the aggregate number of shares of the 6.57%
Series then due to be redeemed.
(f) Shares of the 6.57% Series redeemed otherwise than as
required by section (e) or purchased or otherwise acquired by
the corporation may, at the option of the corporation, be
applied as a credit against any Sinking Fund redemption
required by section (e). Moneys available for the Sinking
Fund shall be applied on each such July 31 to the redemption
of shares of the 6.57% Series.
7-3
(g) Any shares of the 6.57% Series which have been redeemed,
purchased, or otherwise acquired by the corporation shall
become authorized and unissued shares of the First Preferred
Stock, $25 par value, but shall not be reissued as shares of
the 6.57% Series.
(h) Upon liquidation, dissolution, or winding up of the
corporation, the holders of shares of the 6.57% Series shall
be entitled to receive the liquidation value per share, which
is hereby fixed at $25.00 per share, plus an amount equal to
all accumulated and unpaid dividends thereon at such time,
whether or not earned or declared.
(i) Dividends shall be computed on a basis of a 360-day year
of twelve 30-day months.
(j) If the date for payment of any dividend or the date fixed
for redemption of any share of the 6.57% Series shall not be
on a business day, then payment of the dividend or applicable
redemption price need not be made on such date, but may be
made on the next succeeding business day with the same force
and effect as if made on the date for payment of such
dividend or date fixed for redemption.
7-4
EXHIBIT 8
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 7.04% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the 7.04%
Redeemable First Preferred Stock, $25 par value (herein called the "7.04%
Series"); and
WHEREAS, it is in the best interest of this corporation to restate the
Certificate of Determination of Preferences of the 7.04% Series to eliminate the
portions of the officers' certificate and verification which do not set forth
any of the rights, preferences, privileges, or restrictions of the 7.04% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificate of Determination of Preferences of the 7.04% Series is hereby
approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of Preferences
of the 7.04% Series is hereby approved and adopted as restated in its entirety
as follows:
3,000,000 shares of this corporation's unissued First
Preferred Stock, $25 par value, shall constitute a series designated
"7.04% Redeemable First Preferred Stock" (hereinafter referred to as
the "7.04% Series").
The terms of the 7.04% Series are hereby fixed as follows:
(a) The holders of shares of the 7.04% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 7.04 percent of par value
thereof per annum, and no more. Such dividends shall be
cumulative with respect to each share from the date of
issuance thereof.
(b) No dividend shall be declared or paid on any shares of the
7.04% Series or on any shares of any other series
8-1
or class of preferred stock unless a ratable dividend on the
7.04% Series and such other series or class of preferred
stock, in proportion to the full preferential amounts to
which each series or class is entitled, is declared and is
paid or set apart for payment. As used herein, the term
"preferred stock" shall mean all series of the first
preferred stock, $25 par value per share, and first preferred
stock, $100 par value per share, and any other class of stock
ranking equally with the preferred stock as to preference in
dividends and liquidation rights, notwithstanding that shares
of such series and classes may differ as to amounts of
dividends or liquidation payments to which they are entitled.
(c) No junior shares or shares of preferred stock shall be
purchased, redeemed, or otherwise acquired by the
corporation, and no moneys shall be paid to or set aside or
made available for a sinking fund for the purchase or
redemption of junior shares or shares of preferred stock,
unless full cumulative dividends upon all series and classes
of preferred stock then outstanding to the end of the
dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date
fixed for such redemption is a dividend payment date) shall
have been declared and shall have been paid or set aside for
payment. As used herein, the term "junior shares" shall mean
common shares or any other shares ranking junior to the
preferred stock either as to dividends or upon liquidation,
dissolution, or winding up.
(d) The shares of the 7.04% Series shall not be subject to
redemption by this corporation prior to January 31, 2003. On
and after January 31, 2003, the redemption price shall be as
follows:
If redeemed during the 12 months' period beginning January 31,
2003 $25.88 2008 $25.44
2004 $25.79 2009 $25.35
2005 $25.70 2010 $25.26
2006 $25.62 2011 $25.18
2007 $25.53 2012 $25.09
8-2
and at $25.00 per share on and after January 31, 2013,
together in each case with an amount equal to all accumulated
and unpaid dividends thereon to and including the date of
redemption. For the purpose of redeeming any shares of the
7.04% Series, payment of the redemption price shall be out of
any funds of the corporation legally available therefor
remaining after: (i) full cumulative dividends upon all
series and classes of preferred stock then outstanding to the
end of the dividend period next preceding the date fixed for
such redemption (and for the current dividend period if the
date fixed for such redemption is a dividend payment date)
shall have been declared and shall have been paid or set
apart for payment, and (ii) all money shall have been paid to
or set aside or made available for any sinking fund for the
purchase or redemption of all series of and classes of
preferred stock as may be required by the terms of such
preferred stock.
(e) Any shares of the 7.04% Series which have been redeemed,
purchased, or otherwise acquired by the corporation shall
become authorized and unissued shares of the First Preferred
Stock, $25 par value, but shall not be reissued as shares of
the 7.04% Series.
(f) Upon liquidation, dissolution, or winding up of the
corporation, the holders of shares of the 7.04% Series shall
be entitled to receive the liquidation value per share, which
is hereby fixed at $25.00 per share, plus an amount equal to
all accumulated and unpaid dividends thereon at such time,
whether or not earned or declared.
(g) Dividends shall be computed on a basis of a 360-day year
of twelve 30-day months.
(h) If the date for payment of any dividend or the date fixed
for redemption of any share of the 7.04% Series shall not be
a business day, then payment of the dividend or applicable
redemption price need not be made on such date, but may be
made on the next succeeding business day with the same force
and effect as if made on the date for payment of such
dividend or date fixed for redemption.
8-3
EXHIBIT 9
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 6-7/8% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the
6-7/8% Redeemable First Preferred Stock, $25 par value (herein called the
"6-7/8% Series"); and
WHEREAS, it is in the best interest of this corporation to restate the
Certificate of Determination of Preferences of the 6-7/8% Series to eliminate
the portions of the officers' certificate and verification which do not set
forth any of the rights, preferences, privileges, or restrictions of the 6-7/8%
Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificate of Determination of Preferences of the 6-7/8% Series is hereby
approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination of Preferences
of the 6-7/8% Series is hereby approved and adopted as restated in its entirety
as follows:
5,000,000 shares of this corporation's unissued
Redeemable First Preferred Stock, $25 par value, shall constitute a
series designated "6-7/8% Redeemable First Preferred Stock"
(hereinafter referred to as the "6-7/8% Series").
The terms of the 6-7/8% Series are hereby fixed as follows:
(a) The holders of shares of the 6-7/8% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 6-7/8 percent of par
value thereof per annum, and no more. Such dividends shall be
cumulative with respect to each share from the date of
issuance thereof.
(b) No dividend shall be declared or paid on any shares of the
6-7/8% Series or on any shares of any other
9-1
series or class of preferred stock unless a ratable dividend
on the 6-7/8% Series and such other series or class of
preferred stock, in proportion to the full preferential
amounts to which each series or class is entitled, is
declared and is paid or set apart for payment. As used
herein, the term "preferred stock" shall mean all series of
the first preferred stock, $25 par value per share, and first
preferred stock, $100 par value per share, and any other
class of stock ranking equally with the preferred stock as to
preference in dividends and liquidation rights,
notwithstanding that shares of such series and classes may
differ as to amounts of dividends or liquidation payments to
which they are entitled.
(c) No junior shares or shares of preferred stock shall be
purchased, redeemed, or otherwise acquired by the
corporation, and no moneys shall be paid to or set aside or
made available for a sinking fund for the purchase or
redemption of junior shares or shares of preferred stock,
unless full cumulative dividends upon all series and classes
of preferred stock then outstanding to the end of the
dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date
fixed for such redemption is a dividend payment date) shall
have been declared and shall have been paid or set aside for
payment. As used herein, the term "junior shares" shall mean
common shares or any other shares ranking junior to the
preferred stock either as to dividends or upon liquidation,
dissolution, or winding up.
(d) The shares of the 6-7/8% Series shall not be subject to
redemption by this corporation prior to July 31, 1998. On and
after July 31, 1998, the redemption price shall be $25.00 per
share, together with an amount equal to all accumulated and
unpaid dividends thereon to and including the date of
redemption. For the purpose of redeeming any shares of the
6-7/8% Series, payment of the redemption price shall be out
of any funds of the corporation legally available therefor
remaining after: (i) full cumulative dividends upon all
series and classes of preferred stock then outstanding to the
end of the dividend period next preceding the date fixed for
such redemption (and for the current dividend period if the
date fixed for such redemption is a dividend payment
9-2
date) shall have been declared and shall have been paid or
set apart for payment, and (ii) all money shall have been
paid to or set aside or made available for any sinking fund
for the purchase or redemption of all series of and classes
of preferred stock as may be required by the terms of such
preferred stock.
(e) Any shares of the 6-7/8% Series which have been redeemed,
purchased, or otherwise acquired by the corporation shall
become authorized and unissued shares of the First Preferred
Stock, $25 par value, but shall not be reissued as shares of
the 6-7/8% Series.
(f) Upon liquidation, dissolution, or winding up of the
corporation, the holders of shares of the 6-7/8% Series shall
be entitled to receive the liquidation value per share, which
is hereby fixed at $25.00 per share, plus an amount equal to
all accumulated and unpaid dividends thereon at such time,
whether or not earned or declared.
(g) Dividends shall be computed on a basis of a 360-day year
of twelve 30-day months.
(h) If the date for payment of any dividend or the date fixed
for redemption of any share of the 6-7/8% Series shall not be
a business day, then payment of the dividend or applicable
redemption price need not be made on such date, but may be
made on the next succeeding business day with the same force
and effect as if made on the date for payment of such
dividend or date fixed for redemption.
9-3
EXHIBIT 10
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 6.30% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation provide for a
class of stock known as First Preferred Stock, issuable from time to time in one
or more series, of which a series of such class of stock was issued as the 6.30%
Redeemable First Preferred Stock, $25 par value (herein called the "6.30%
Series"); and
WHEREAS, it is in the best interest of this corporation to restate the
Certificate of Determination of Preferences of the 6.30% Series to eliminate the
portions of the officers' certificate and verification which do not set forth
any of the rights, preferences, privileges, or restrictions of the 6.30% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing restatement of the
Certificate of Determination of Preferences of the 6.30% Series is hereby
approved; and
BE IT FURTHER RESOLVED, that the Certificate of Determination of
Preferences of the 6.30% Series is hereby approved and adopted as restated in
its entirety as follows:
2,500,000 shares of this corporation's unissued Redeemable First
Preferred Stock, $25 par value, shall constitute a series designated "6.30%
Redeemable First Preferred Stock" (hereinafter referred to as the "6.30%
Series").
The terms of the 6.30% Series are hereby fixed as follows:
(a) The holders of shares of the 6.30% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 6.30 percent of par value
thereof per annum, and no more. Such dividends shall be
cumulative with respect to each share from the date of issuance
thereof.
10-1
(b) No dividend shall be declared or paid on any shares of the
6.30% Series or on any shares of any other series or class of
preferred stock unless a ratable dividend on the 6.30% Series and
such other series or class of preferred stock, in proportion to
the full preferential amounts to which each series or class is
entitled, is declared and is paid or set apart for payment. As
used herein, the term "preferred stock" shall mean all series of
the first preferred stock, $25 par value per share, and first
preferred stock, $100 par value per share, and any other class of
stock ranking equally with the preferred stock as to preference
in dividends and liquidation rights, notwithstanding that shares
of such series and classes may differ as to amounts of dividends
or liquidation payments to which they are entitled.
(c) No junior shares or shares of preferred stock shall be
purchased, redeemed, or otherwise acquired by the corporation,
and no moneys shall be paid to or set aside or made available for
a sinking fund for the purchase or redemption of junior shares or
shares of preferred stock, unless full cumulative dividends upon
all series and classes of preferred stock then outstanding to the
end of the dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date fixed
for such redemption is a dividend payment date) shall have been
declared and shall have been paid or set aside for payment. As
used herein, the term "junior shares" shall mean common shares or
any other shares ranking junior to the preferred stock either as
to dividends or upon liquidation, dissolution, or winding up.
(d) The shares of the 6.30% Series shall not be subject to
redemption by this corporation prior to January 31, 2004. On and
after January 31, 2004, the redemption price shall be $25.00 per
share, together with an amount equal to all accumulated and
unpaid dividends thereon to and including the date of redemption.
For the purpose of redeeming any shares of the 6.30% Series,
payment of the redemption price shall be out of any funds of the
corporation legally available therefor remaining after: (i) full
cumulaticw dividends upon all series and classes of preferred
stock then outstanding to the end of the dividend period next
preceding the date fixed for such redemption (and for the current
dividend period if
10-2
the date fixed for such redemption is a dividend payment date)
shall have been declared and shall have been paid or set apart for
payment, and (ii) all money shall have been paid to or set aside
or made available for any sinking fund for the purchase or
redemption of all series of and classes of preferred stock as may
be required by the terms of such preferred stock.
(e) Shares of the 6.30% Series shall also be subject to redemption
through the operation of a sinking fund (herein called the
"Sinking Fund") at the redemption price (the "Sinking Fund
Redemption Price") of $25.00 per share plus an amount equal to the
accumulated and unpaid dividends thereon to and including the
redemption date, whether or not earned or declared. For the
purposes of the Sinking Fund, out of any funds of the corporation
legally available therefor remaining after full cumulative
dividends upon all series and classes of preferred stock then
outstanding to the end of the dividend period next preceding the
date fixed for such redemption (and for the current dividend
period if the date fixed for such redemption is a dividend payment
date) shall have been declared and shall have been paid or set
apart for payment, the corporation shall redeem 125,000 shares of
the 6.30% Series annually on each January 31, from 2004 through
2008, inclusive, and 1,875,000 shares on January 31, 2009, at the
Sinking Fund Redemption Price. The Sinking Fund shall be
cumulative so that if on any such January 31 the funds of the
corporation legally available therefor shall be insufficient to
permit the required redemption in full, or if for any other reason
such redemption shall not have been made in full, the remaining
shares of the 6.30% Series so required to be redeemed shall be
redeemed before any cash dividend shall be paid or declared, or
any distribution made, on any junior shares or before any junior
shares or any shares of preferred stock shall be purchased,
redeemed or otherwise acquired by the corporation, or any moneys
shall be paid to or set aside or made available for a sinking fund
for the purchase or redemption of any junior shares or any shares
of preferred stock; provided, however, that, notwithstanding the
existence of any such deficiency, the corporation may make any
required sinking fund redemption on any other series or class of
preferred stock if the number of shares of such other series or
10-3
class of preferred stock being so redeemed bears (as nearly as
practicable) the same ratio to the aggregate number of shares of
such other series or class then due to be redeemed as the number
of shares of the 6.30% Series being redeemed bears to the
aggregate number of shares of the 6.30% Series then due to be
redeemed.
(f) Shares of the 6.30% Series redeemed otherwise than as required
by section (e) or purchased or otherwise acquired by the
corporation may, at the option of the corporation, be applied as a
credit against any Sinking Fund redemption required by section
(e). Moneys available for the Sinking Fund shall be applied on
each such January 31 to the redemption of shares of the 6.30%
Series.
(g) Any shares of the 6.30% Series which have been redeemed,
purchased, or otherwise acquired by the corporation shall become
authorized and unissued shares of the First Preferred Stock, $25
par value, but shall not be reissued as shares of the 6.30%
Series.
(h) Upon liquidation, dissolution, or winding up of the
corporation, the holders of shares of the 6.30% Series shall be
entitled to receive the liquidation value per share, which is
hereby fixed at $25.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon at such time, whether or
not earned or declared.
(i) Dividends shall be computed on a basis of a 360-day year of
twelve 30-day months.
(j) If the date for payment of any dividend or the date fixed for
redemption of any share of the 6.30% Series shall not be a
business day, then payment of the dividend or applicable
redemption price need not be made on such date, but may be made on
the next succeeding business day with the same force and effect as
if made on the date for payment of such dividend or date fixed for
redemption.
10-4