Exhibit 3(c)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
ONCOR ELECTRIC DELIVERY COMPANY
Pursuant to the provisions of Articles 4.04 and 10.03 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation to be effective as set forth herein.
ARTICLE I
The name of the corporation is Oncor Electric Delivery Company.
ARTICLE II
The following amendment to the Articles of Incorporation of the corporation was
adopted by the sole shareholder of the corporation on July 8, 2002. The Articles
of Incorporation are amended to split the shares of common stock of the
corporation on a 69,000-for-1 basis.
The amendment alters or changes Article Four of the Articles of Incorporation
and the full text of Article Four is amended to read as follows:
"ARTICLE FOUR
The aggregate number of shares which the Corporation shall
have authority to issue is One Hundred Million (100,000,000)
shares of Common Stock, without par value.
Each share of Common Stock of the Corporation issued and
outstanding or held in the treasury of the Corporation
immediately prior to the close of business on July 31, 2002 is
changed into and reclassified as 69,000 fully paid and
nonassessable shares of Common Stock, without par value, and
at the close of business on such date, each holder of record
of Common Stock shall, without further action, be and become
the holder of 68,999 additional shares of Common Stock for
each share of Common Stock held of record immediately prior
thereto as determined by the Board of Directors. Effective at
the close of business on such date, each certificate
representing shares of Common Stock outstanding or held in
treasury immediately prior to such time shall continue to
represent the same number of shares of Common Stock and as
promptly as practicable thereafter, the Corporation shall
issue and cause to be delivered to each holder of record of
shares of Common Stock at the close of business on such date
an additional certificate or certificates representing 68,999
additional shares of Common Stock for each share of Common
Stock held of record immediately prior thereto."
ARTICLE III
The number of shares of the corporation outstanding at the time of such adoption
was 998; and the number of shares entitled to vote thereon was 998.
ARTICLE IV
The approval of the Articles of Amendment was duly authorized by all action
required by the laws under which the corporation is incorporated and by its
constituent documents. The number of outstanding shares of each class or series
of stock of the corporation entitled to vote, with other shares or as a class,
on the Articles of Amendment are as follows:
Number of Shares Class or Series Number of Shares
---------------- --------------- ----------------
Outstanding Entitled to Vote as a
----------- ---------------------
Class or Series
---------------
998 Common 998
ARTICLE V
The number of shares, not entitled to vote only as a class, voted for and
against the Articles of Amendment, respectively, and, if the shares of any class
or series are entitled to vote as a class, the number of shares of each such
class or series voted for and against the Articles of Amendment, are as follows:
Total Voted Total Voted Class or Series Number of Shares
----------- ----------- --------------- ----------------
For Against Entitled to Vote as
--- ------- -------------------
Class or Series
---------------
Voted For Voted
--------- -----
Against
-------
998 0 Common 998 0
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ARTICLE VI
These Articles of Amendment split and reclassify each of the 998 shares of
common stock of the Corporation issued and outstanding on the effective date to
be 69,000 shares of common stock, or an aggregate of 68,862,000 shares of common
stock.
ARTICLE VII
These Articles of Amendment do not effect a change in the aggregate stated
capital of the corporation.
ARTICLE VIII
These Articles of Amendment shall be effective on July 31, 2002 in accordance
with the provisions of Article 10.03 of the Texas Business Corporation Act.
ONCOR ELECTRIC DELIVERY COMPANY
By: /s/ Diane J. Kubin
-------------------------------
Diane J. Kubin,
An Authorized Officer
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