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EXHIBIT 3(c)
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
HOUSTON LIGHTING & POWER COMPANY
Pursuant to and in accordance with the provisions of Article
4.04 of the Texas Business Corporation Act (the "TBCA"), Houston Lighting &
Power Company, a Texas corporation (the "Corporation"), hereby adopts the
following Articles of Amendment to its Articles of Incorporation:
ARTICLE ONE
The name of the Corporation is Houston Lighting & Power
Company.
ARTICLE TWO
The following amendments to the articles of incorporation were
adopted (i) by the sole holder of Class A Common Stock of the Corporation on
November 22, 1996 and (ii) by the sole holder of Class B Common Stock of the
Corporation on November 22, 1996 in order to create a class of Preference Stock
ranking junior to the Preferred Stock of the Corporation and, pursuant to
Article 2.28(D) of the TBCA, to provide that the vote of holders of Common
Stock and Preference Stock required for approval of certain matters shall be
the affirmative vote of the holders of a majority of the outstanding shares of
Common Stock and Preference Stock entitled to vote on such matters.
ARTICLE THREE
The first amendment alters or changes the first paragraph of
ARTICLE VI of the Restated Articles of Incorporation and the full text of such
altered paragraph is as follows:
"The number of shares of the total authorized capital stock of
the Company is 20,001,100 shares, of which 10,000,000 shares are classified as
Preferred Stock, without par value, 10,000,000 shares are classified as
Preference Stock, without par value, 1,000 shares are classified as Class A
Common Stock, without par value ("Class A Common Stock"), and 100 shares are
classified as Class B Common Stock, without par value ("Class B Common Stock"
and, together with the Class A Common Stock, "Common Stock")."
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ARTICLE FOUR
The second amendment alters or changes "Division C -- The
Common Stock" and "Division D -- Provisions Applicable to All Classes of Stock"
and creates a new "Division C -- Preference Stock" of ARTICLE VI of the
Restated Articles of Incorporation and the full text of such altered or created
divisions are as follows:
"DIVISION C -- PREFERENCE STOCK
The shares of Preference Stock may be divided into and issued
in one or more series, the relative rights and preferences of which series may
vary in any and all respects. The Board of Directors of the Company is hereby
vested with the authority to establish series of Preference Stock by fixing and
determining all the relative rights and preferences of the shares of any series
so established, to the extent not provided for in these Articles of
Incorporation or any amendment hereto, and with the authority to increase or
decrease the number of shares within each such series; provided, however, that
the relative rights and preferences of any series of Preference Stock must rank
junior to the relative rights and preferences of the Preferred Stock; and,
provided further, that the Board of Directors may not decrease the number of
shares within a series of Preference Stock below the number of shares within
such series that is then issued. The authority of the Board of Directors with
respect to such series of Preference Stock shall include, but not be limited
to, determination of the following:
(1) the distinctive designation and number of shares of
that series;
(2) the rate of dividend (or the method of calculation
thereof) payable with respect to shares of that series, the dates, terms and
other conditions upon which such dividends shall be payable, and the relative
rights of priority of such dividends to dividends payable on any other class or
series of capital stock of the Company; provided, however, that the relative
rights of priority of that series must rank junior to the relative rights of
priority of Preferred Stock;
(3) the nature of the dividend payable with respect to
shares of that series as cumulative, noncumulative or partially cumulative, and
if cumulative or partially cumulative, from which date or dates and under what
circumstances;
(4) whether shares of that series shall be subject to
redemption, and, if made subject to redemption, the times, prices, rates,
adjustments and other terms and conditions of such redemption (including the
manner of selecting shares of that series for redemption if fewer than all
shares of such series are to be redeemed);
(5) the rights of the holders of shares of that series in
the event of voluntary or involuntary liquidation, dissolution or winding up of
the Company (which rights may be different if such action is voluntary than if
it is involuntary), including the relative rights of priority in such event as
to the rights of the holders of any other class or series of capital stock of
the Company; provided,
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however, that the relative rights of priority of that series must rank junior
to the relative rights of priority of Preferred Stock;
(6) the terms, amounts and other conditions of any
sinking or similar purchase or other fund provided for the purchase or
redemption of shares of that series;
(7) whether shares of that series shall be convertible
into or exchangeable for shares of capital stock or other securities of the
Company or of any other corporation or entity, and, if provision be made for
conversion or exchange, the times, prices, rates, adjustments, and other terms
and conditions of such conversion or exchange;
(8) the extent, if any, to which the holders of shares of
that series shall be entitled (in addition to any voting rights provided by
law) to vote as a class or otherwise with respect to the election of directors
or otherwise;
(9) the restrictions and conditions, if any, upon the
issue or reissue of any additional Preference Stock ranking on a parity with or
prior to shares of that series as to dividends or upon liquidation, dissolution
or winding up;
(10) any other repurchase obligations of the Company,
subject to any limitations of applicable law; and
(11) any other designations, preferences, limitations or
relative rights of shares of that series.
Any of the designations, preferences, limitations or relative rights (including
the voting rights) of any series of Preference Stock may be dependent on facts
ascertainable outside these Articles of Incorporation.
Shares of any series of Preference Stock shall have no voting
rights except as required by law or as provided in the relative rights and
preferences of such series.
DIVISION D -- COMMON STOCK
1. Dividends. Dividends may be paid on either or both
classes of Common Stock, as the Board of Directors shall from time to time
determine, out of any assets of the Company available for such dividends after
full cumulative dividends on all outstanding shares of capital stock of all
series ranking senior to the Common Stock in respect of dividends and
liquidation rights (referred to in this Division D as "stock ranking senior to
the Common Stock") have been paid, or declared and a sum sufficient for the
payment thereof set apart, for all past quarterly dividend periods, and after
or concurrently with making payment of or provision for dividends on the stock
ranking senior to the Common Stock for the then current quarterly dividend
period.
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2. Distribution of Assets. In the event of any liquidation,
dissolution or winding up of the Company, or any reduction or decrease of its
capital stock resulting in a distribution of assets to the holders of its
Common Stock, after there shall have been paid to or set aside for the holders
of the stock ranking senior to the Common Stock the full preferential amounts
to which they are respectively entitled, the holders of the Common Stock shall
be entitled to receive, pro rata, all of the remaining assets of the Company
available for distribution to its stockholders. The Board of Directors, by
vote of a majority of the members thereof, may distribute in kind to the
holders of the Common Stock such remaining assets of the Company, or may sell,
transfer or otherwise dispose of all or any of the remaining property and
assets of the Company to any other corporation or other purchaser and receive
payment thereof wholly or partly in cash or property, and/or in stock of any
such corporation, and/or in obligations of such corporation or other purchaser,
and may sell all or any part of the consideration received therefor and
distribute the same or the proceeds thereof to the holders of the Common Stock.
3. Voting Rights. Subject to the voting rights expressly
conferred under prescribed conditions upon the stock ranking senior to the
Common Stock, the holders of the Class A Common Stock shall exclusively possess
full voting power for the election of directors and for all other purposes.
The holders of the Class B Common Stock shall not be entitled to vote except as
may from time to time be mandatorily provided by the laws of the State of
Texas.
DIVISION E -- PROVISIONS APPLICABLE TO ALL CLASSES OF STOCK
1. Preemptive Rights. No holder of any stock of the Company
shall be entitled as of right to purchase or subscribe for any part of any
unissued or treasury stock of the Company, or of any additional stock of any
class, to be issued by reason of any increase of the authorized capital stock
of the Company, or to be issued from any unissued or additionally authorized
stock, or of bonds, certificates of indebtedness, debentures or other
securities convertible into stock of the Company, but any such unissued or
treasury stock, or any such additional authorized issue of new stock or
securities convertible into stock, may be issued and disposed of by the Board
of Directors to such persons, firms, corporations or associations, and upon
such terms as the Board of Directors may, in its discretion, determine, without
offering to the stockholders then of record, or any class of stockholders, any
thereof, on the same terms or any terms.
2. Votes Per Share. Any stockholder of the Company having
the right to vote at any meeting of the stockholders or of any class or series
thereof, shall be entitled to one vote for each share of stock held by him,
provided that no holder of Common Stock of the Company shall be entitled to
cumulate his votes for the election of one or more directors or for any other
purpose."
ARTICLE FIVE
The third amendment creates a new ARTICLE X of the Restated
Articles of Incorporation and the full text of such new Article is as follows:
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"ARTICLE X
To the extent permitted by applicable law and except as
expressly provided in the relative rights and preferences of any series of
Preference Stock, the vote of stockholders required for approval of any action
that is recommended to stockholders by the Board of Directors and for which
applicable law requires a stockholder vote, including without limitation (1)
any such plan of merger, consolidation or exchange, (2) any such disposition of
assets, (3) any such dissolution of the Company, and (4) any such amendment of
these Articles of Incorporation, shall, if a greater vote of stockholders is
provided for by the Texas Business Corporation Act or other applicable law,
instead be the affirmative vote of the holders of a majority of the outstanding
shares entitled to vote thereon, unless any class or series of shares is
entitled to vote as a class thereon, in which event the vote required shall be
the affirmative vote of the holders of a majority of the outstanding shares
within each class or series of shares entitled to vote thereon as a class and
at least a majority of the outstanding shares otherwise entitled to vote
thereon; provided, however, that the voting rights of the holders of Preferred
Stock are not affected by this ARTICLE X. The foregoing shall not apply to any
action or stockholder vote authorized or required by any addition, amendment or
modification to applicable law that becomes effective after November 30, 1996
if and to the extent a bylaw adopted by the Board of Directors or the
stockholders so provides. Any repeal, amendment or modification of any such
bylaw so adopted shall require the same vote of stockholders as would be
required to approve the action or vote subject to such bylaw had the first
sentence of this Article X not applied to such action or vote."
ARTICLE SIX
The number of shares of the Corporation outstanding at the
time of such adoption was 3,805,497 (3,804,397 shares of Preferred Stock, 1,000
shares of Class A Common Stock and 100 shares of Class B Common Stock); and the
number of shares entitled to vote thereon was 1,100 (Class A Common Stock and
Class B Common Stock).
The holders of all of the shares outstanding and entitled to
vote on said amendment have signed a consent(s) in writing pursuant to Article
9.10 of the TBCA adopting said amendment and any written notice required by
Article 9.10 of the TBCA has been given.
IN WITNESS WHEREOF, the Corporation has caused these Articles
of Amendment to the Articles of Incorporation to be duly executed as of the 3rd
day of December, 1996.
HOUSTON LIGHTING & POWER COMPANY
By: /s/ Hugh Rice Kelly
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Title: Senior Vice President and
Secretary
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