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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT AND
RESTATED ARTICLES OF INCORPORATION
OF
SOUTHERN CALIFORNIA EDISON COMPANY
The undersigned, ALAN J. FOHRER and KENNETH S. STEWART, hereby
certify that they are the duly elected and acting Senior Vice President,
Treasurer and Chief Financial Officer, and Secretary, respectively, of SOUTHERN
CALIFORNIA EDISON COMPANY, a California corporation, and that the Articles of
Incorporation of said corporation shall be amended and restated to read as set
forth in full as follows:
"RESTATED ARTICLES OF INCORPORATION
OF
SOUTHERN CALIFORNIA EDISON COMPANY
First: The name of the corporation is:
SOUTHERN CALIFORNIA EDISON 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.
Third: The corporation shall have perpetual existence.
Fourth: The corporation elects to be governed by all of the
provisions of Division 1 of Title 1 of the California Corporations Code (as
amended by act of the California Legislature, 1975-1976 regular session,
effective January 1, 1977, as defined in Section 2300 of the California General
Corporation Law) not otherwise applicable to this corporation under Chapter 23
of said Division 1.
Fifth: SPECIAL VOTING PROVISIONS:
1. The preferred capital stock of the corporation may be
increased or diminished at a meeting of the shareholders of said corporation by
a vote representing at least two-thirds of the entire subscribed or issued
capital stock of the corporation.
2. Whenever six or more quarterly dividends, whether consecutive
or not, payable with respect to any one or more series of any one or more of
the classes of Cumulative Preferred Stock, $100 Cumulative Preferred Stock or
Preference Stock of the corporation (such classes being hereinafter
collectively referred to in this paragraph 2 as "Preferred Stock"), shall be in
default, and until all such Preferred Stock dividends then in default shall
have been paid or declared and set apart for payment, the holders of Preferred
Stock, voting separately as a single class and on the basis of the voting
rights set forth in Article Sixth hereof, shall be entitled to elect two (2)
directors to the Board of Directors of the corporation, and the holders of all
the outstanding shares of the capital stock of the corporation, exercising the
voting rights conferred by Article Sixth and by law, shall be entitled to elect
the remaining exact number of authorized directors. The special voting power
to elect directors conferred by this paragraph 2 upon the holders of Preferred
Stock (herein called the "Preferred Stock special voting right") shall
terminate, subject to renewal from time to time upon the same terms and
conditions, when all such dividends in default shall have been paid or declared
and set apart for payment.
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The Preferred Stock special voting right shall vest the day after
the corporation defaults in the payment of a dividend on any one or more series
or classes of the Preferred Stock which, together with prior continuing and
concurrent defaults in the payment of dividends on any one or more series or
classes of the Preferred Stock, aggregate six defaults in the quarterly
dividend payments on any one or more series or classes of the Preferred Stock.
Upon such vesting, the Preferred Stock special voting right may be first
exercised at the next scheduled annual meeting of shareholders of the
corporation unless the Preferred Stock special voting right vests on a date
falling on or after December 31 of any year and on or prior to the scheduled
date of the annual meeting next following such December 31, in which case the
Preferred Stock special voting right may be first exercised at a special
meeting of shareholders of the corporation, which may be held for such purpose
upon call and notice as provided in the Bylaws of the corporation then in
effect, not earlier than sixty (60) days after the date of such annual meeting.
If such special meeting shall not have been called within ten (10) days after
personal service or fifteen (15) days after mailing by registered mail within
the United States of America, of a request for the holding of such meeting by
the record holders of at least 10% of the shares of Preferred Stock then
outstanding addressed to the Secretary at the principal executive office of the
corporation, then a person designated by the record holders of at least 10% of
the shares of Preferred Stock then outstanding may call such meeting at the
place and upon the notice provided in the Bylaws, and for that purpose shall
have access to the stock records of the corporation.
Except as provided in the next sentence, if the Preferred Stock
special voting right shall terminate, the holders of all the outstanding shares
of the capital stock of the corporation, exercising the voting rights conferred
by Article Sixth and by law, shall be entitled to elect all directors
comprising the authorized number of directors. If the Preferred Stock special
voting right shall terminate after a date which precedes by ten (10) days the
proposed date of mailing of notice of any meeting of shareholders at which said
right was to be exercised and before the date of said meeting, no election of
directors shall occur at said meeting and the election of directors shall occur
thereafter at a special or annual meeting of shareholders which may be held for
such purpose upon call (in the case of a special meeting) and notice as
provided in the Bylaws of the corporation then in effect within ninety (90)
days after the date of such prior special or annual meeting of shareholders;
provided, however, that no special meeting of shareholders to elect directors
shall be required if such terminated Preferred Stock special voting right has
never been exercised.
At any special or annual meeting of shareholders of the corporation
at which the Preferred Stock special voting right shall be exercisable, the
holders of the Preferred Stock may exercise the right to elect two directors to
the Board of Directors prior to the exercise of the right of the holders of all
of the outstanding shares of the capital stock of the corporation to elect the
remaining members of the Board of Directors. The terms of office of all
persons who are directors of the corporation immediately prior to such meeting
shall terminate upon the election of their successors. Nothing herein
contained shall be construed to be a bar to the reelection of any director at
any special or annual meeting of shareholders at which the Preferred Stock
special voting right is exercised.
Upon termination of the Preferred Stock special voting right, the
term of office of all the directors of the corporation shall terminate upon the
election of their successors at a meeting of the shareholders of the
corporation then entitled to vote.
Sixth: 1. AUTHORIZED CAPITAL: The corporation is authorized to
issue the following designated classes of shares of stock with the following
number of shares per class:
(a) Cumulative Preferred Stock ---- twenty-four million
(24,000,000) shares with a par value of $25 per share;
(b) $100 Cumulative Preferred Stock ---- twelve million
(12,000,000) shares with a par value of $100 per share;
(c) Preference Stock ---- fifty million (50,000,000)
shares with no par value; and
(d) Common Stock ---- five hundred sixty million
(560,000,000) shares with no par value.
Upon the effective date of this amendment of Article Sixth, each
share of Common Stock, par value $4-1/6 per share, outstanding at the close of
business on such date shall be split and reconstituted into two shares of
Common Stock, no par value.
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2. CUMULATIVE PREFERRED STOCK AND $100 CUMULATIVE PREFERRED
STOCK: Shares of the Cumulative Preferred Stock may be issued from time to
time in one or more series, and shares of the $100 Cumulative Preferred Stock
may be issued from time to time in one or more series. Each series of
Cumulative Preferred Stock and each series of $100 Cumulative Preferred Stock
shall be so designated as to distinguish it from other series of such stock.
Such designation may include an appropriate reference to its dividend rate and
any other characteristics. The Board of Directors is hereby authorized, within
the limitations and restrictions stated in this Article, to fix or alter, from
time to time, the dividend rights, dividend rate, conversion rights, voting
rights (in addition to the voting rights hereinafter provided), rights and
terms of redemption (including sinking fund provisions), the redemption price
or prices and/or the liquidation preferences of any wholly unissued series of
Cumulative Preferred Stock and of any wholly unissued series of $100 Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series. The term "fixed for such series" and correlative terms shall be deemed
to mean as stated in a resolution or resolutions adopted by the Board of
Directors in exercise of the authority granted by this paragraph. The number
of shares of Cumulative Preferred Stock, 4.78% Series, heretofore fixed by the
resolution of the Board of Directors set forth in the Certificate of
Determination of Preferences of said 4.78% Series filed in the office of the
Secretary of State of the State of California on February 10, 1958, is
determined to be 1,296,769. The dividend rate, redemption price, and voluntary
liquidation preferences of shares of said 4.78% Series shall be as heretofore
fixed by the resolution of the Board of Directors set forth in said Certificate
of Determination of Preferences. Except as matters above stated have been or
may be fixed by the Board of Directors in exercise of the authority granted by
this paragraph, a statement of the preferences, privileges and restrictions
granted to or imposed upon the Cumulative Preferred Stock and upon the $100
Cumulative Preferred Stock and the respective series of either and/or upon the
holders thereof is as follows:
(a) DIVIDEND RIGHTS: The holders of the Cumulative
Preferred Stock of each series and the holders of the $100
Cumulative Preferred Stock of each series, in preference to the
holders of the Preference Stock and the Common Stock, shall be
entitled to receive, when and as declared by the Board of Directors
out of any funds legally available therefor, cash dividends at the
rate fixed for such series, and no more, payable quarterly on such
dates as may be determined by the Board of Directors with respect to
the quarterly period (or, in the case of initial issuance of any
shares of any series, with respect to the portion of such period)
ending on each such respective payment date. Such dividends with
respect to any particular shares of such stock shall be cumulative
from the first day of the quarterly period in which such shares were
issued or, in the case of initial issuance of any shares of any
series, from the date of issuance thereof. No dividend shall be
paid upon, or declared or set apart for, any share of Cumulative
Preferred Stock or any share of $100 Cumulative Preferred Stock for
any current dividend period if dividends on any series of Cumulative
Preferred Stock or any series of $100 Cumulative Preferred Stock are
accumulated and unpaid for any prior quarterly dividend period, or,
in the case of payment of dividend arrearages on Cumulative
Preferred Stock or on $100 Cumulative Preferred Stock, unless at the
same time a like proportionate dividend for the same or
corresponding dividend period, ratably in proportion to the
respective annual dividend rates fixed therefor, shall be paid upon,
or declared and set apart for, all shares of Cumulative Preferred
Stock and $100 Cumulative Preferred Stock of all series then issued
and outstanding and entitled to receive such dividend.
In no event, so long as any shares of Cumulative Preferred
Stock or $100 Cumulative Preferred Stock shall be outstanding, shall
any dividend, whether in cash or property, be paid or declared, nor
shall any distribution be made, on the Preference Stock or the
Common Stock, nor shall any shares of Preference Stock or Common
Stock be purchased, redeemed or otherwise acquired for value by the
corporation, unless all dividends on the Cumulative Preferred Stock
and the $100 Cumulative Preferred Stock of all series for all past
quarterly dividend periods shall have been paid or declared and set
apart. The foregoing provisions of this subparagraph shall not,
however, apply to a dividend payable in Preference Stock or Common
Stock or to the acquisition of any shares of Preference Stock or
Common Stock in exchange for, or through application of the proceeds
of the sale of, any shares of Preference Stock or Common Stock.
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(b) LIQUIDATION RIGHTS: In the event of any voluntary
liquidation, dissolution or winding up of the affairs of the
corporation, then, before any distribution or payment shall be made
to the holders of the Preference Stock or the Common Stock, the
holders of the Cumulative Preferred Stock and the holders of the
$100 Cumulative Preferred Stock shall be entitled to be paid in full
the liquidation preferences fixed by the Board of Directors for the
respective series thereof, together with an amount equal to all
accumulated and unpaid dividends thereon to and including the date
fixed for such distribution or payment. In the event of any
involuntary liquidation, dissolution or winding up of the affairs of
the corporation, then, before any distribution or payment shall be
made to the holders of the Preference Stock or the Common Stock, the
holders of the Cumulative Preferred Stock shall be entitled to be
paid the sum of twenty-five dollars ($25) per share, and the holders
of the $100 Cumulative Preferred Stock shall be entitled to be paid
the sum of one hundred dollars ($100) per share, together, in the
case of each class, with an amount equal to all accumulated and
unpaid dividends thereon to and including the date fixed for such
distribution or payment. If, upon any liquidation, dissolution or
winding up of the affairs of the corporation, the amounts so payable
are not paid in full to the holders of all outstanding shares of
Cumulative Preferred Stock and $100 Cumulative Preferred Stock the
holders of all series of Cumulative Preferred Stock and all series
of $100 Cumulative Preferred Stock shall share ratably in any
distribution of assets to shares of such classes in proportion to
the full amounts to which they would otherwise be respectively
entitled.
(c) VOTING RIGHTS: The Cumulative Preferred Stock shall
be entitled to voting rights on the basis of six votes per share and
the $100 Cumulative Preferred Stock shall be entitled to voting
rights on the basis of two votes per share. The Cumulative
Preferred Stock and the $100 Cumulative Preferred Stock shall also,
in addition to such voting rights as may be fixed for any series
thereof, be entitled to the following voting rights:
(1) So long as any shares of Cumulative Preferred
Stock are outstanding, the consent of the holders of at least
two-thirds of the Cumulative Preferred Stock at the time
outstanding, given in person or by proxy, either in writing
or by vote at any meeting called for the purpose, shall be
necessary for effecting or validating any one or more of the
following:
(i) any amendment of the Articles of
Incorporation which would change any outstanding
shares of Cumulative Preferred Stock in any one or
more of the following respects: (1) to authorize the
corporation to levy assessments thereon; (2) to
reduce the dividend rate thereof; (3) to make
noncumulative, in whole or in part, the dividends
payable with respect thereto; (4) to reduce the
redemption price thereof; (5) to reduce any amount
payable thereon upon voluntary or involuntary
liquidation; (6) to eliminate, diminish or alter
adversely conversion rights pertaining thereto; (7)
to diminish or eliminate voting rights pertaining
thereto; (8) to rearrange the priority of outstanding
shares of Cumulative Preferred Stock so as to make
them subject to the preferences of other then
outstanding shares as to distributions by way of
dividends or otherwise; provided, however, that if
such amendment changes in any of the foregoing
respects one or more but not all series of Cumulative
Preferred Stock at the time outstanding, only the
consent of the holders of at least two-thirds of each
series so affected shall be required;
(ii) the authorization or creation, or the
increase in the authorized amount, of any stock of
any class or any security convertible into stock of
any class, ranking senior to the Cumulative Preferred
Stock; or
(iii) the consolidation or merger of the
corporation; provided, however, that this restriction
shall not apply to, nor shall it operate to prevent,
a consolidation or merger of the corporation with a
subsidiary of the corporation, if none of the voting
powers, rights or preferences of the holders of the
Cumulative Preferred
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Stock will be adversely affected thereby, and if none
of the property or business theretofore owned or
operated by the corporation will thereby become
subject to the lien of any mortgage, deed of trust or
other encumbrance of such subsidiary, and if the
company resulting from or surviving such
consolidation or merger will be authorized to carry
on the business then being conducted by the
corporation and will have authorized and outstanding,
after such consolidation or merger, no stock of any
class or other securities ranking senior to or on a
parity with the Cumulative Preferred Stock, or
securities convertible into any such stock or
securities, except the same number of shares of stock
and the same amount of other securities with the same
voting powers, rights and preferences as the stock
and securities of the corporation authorized and
outstanding immediately preceding such consolidation
or merger, and if each holder of Cumulative Preferred
Stock at the time of such consolidation or merger
will receive the same number of shares, with the same
voting powers, rights and preferences, of the
resulting or surviving company as he held of the
Cumulative Preferred Stock; and provided, further,
that in the event of the amendment of the applicable
laws of the State of California so as to permit the
consolidation or merger of the corporation upon the
vote of the holders of less than two-thirds of the
outstanding shares of each class of stock of the
corporation, then the consent of the holders of only
such lesser proportion of the Cumulative Preferred
Stock at the time outstanding (but in no event of
less than a majority thereof) shall be necessary for
effecting or validating the consolidation or merger
of the corporation;
provided, however, that no such consent of the holders of the
Cumulative Preferred Stock shall be required if, at or prior
to the time when such amendment is to take effect or when the
authorization, creation or increase in the authorized amount
of any such senior stock or convertible security is to be
made, or when such consolidation or merger is to take effect,
as the case may be, provision is to be made as provided in
the third paragraph of subparagraph (d) of this paragraph 2
for the redemption of all shares of Cumulative Preferred
Stock at the time outstanding or, in the case of any such
amendment as to which the consent of less than all series of
the Cumulative Preferred Stock would otherwise be required,
for the redemption of all shares of the series of Cumulative
Preferred Stock the consent of which would otherwise be
required.
(2) So long as any shares of Cumulative Preferred
Stock are outstanding, the consent of the holders of at least
majority of the Cumulative Preferred Stock at the time
outstanding, given in person or by proxy, either in writing
or by vote at any meeting called for the purpose, shall be
necessary for effecting or validating any one or more of the
following:
(i) the increase in the authorized amount of
the Cumulative Preferred Stock or the $100 Cumulative
Preferred Stock or the authorization or creation, or
the increase in the authorized amount, of any new
class of stock ranking on a parity with the
Cumulative Preferred Stock and the $100 Cumulative
Preferred Stock or of any security convertible into
Cumulative Preferred Stock or $100 Cumulative
Preferred Stock or into stock of any class ranking on
a parity with the Cumulative Preferred Stock and the
$100 Cumulative Preferred Stock;
(ii) the sale, lease or conveyance of all or
substantially all of the property or business of the
corporation, or the parting with control thereof; or
(iii) the issue of any additional shares of
Cumulative Preferred Stock or $100 Cumulative
Preferred Stock (or the reissue of any shares of
Cumulative Preferred Stock or $100 Cumulative
Preferred Stock) or any shares of stock of any class
ranking senior to or on a parity with the Cumulative
Preferred Stock and the
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$100 Cumulative Preferred Stock, unless the
consolidated income of the corporation and its
subsidiaries (determined as hereinafter provided) for
any thirty-six consecutive calendar months within the
thirty-nine calendar months immediately preceding the
month within which the issuance of such additional
shares is authorized by the Board of Directors of the
corporation shall have been in the aggregate not less
than one and one-half times the sum of the interest
requirements for three years on all of the funded
indebtedness and other borrowings of the corporation
and its subsidiaries to be outstanding at the date of
such proposed issue and the full dividend
requirements for three years on all shares of
Cumulative Preferred Stock and $100 Cumulative
Preferred Stock and all other stock, if any, ranking
senior to or on a parity with the Cumulative
Preferred Stock and the $100 Cumulative Preferred
Stock to be outstanding at the date of such proposed
issue, including the shares then proposed to be
issued but excluding any such indebtedness and
borrowings and any such shares proposed to be retired
in connection with such issue. "Consolidated income"
for any period for all purposes of this paragraph 2
shall be computed by adding to the consolidated net
income of the corporation and its subsidiaries for
said period (determined as hereinafter provided) the
amount deducted for interest on funded indebtedness
and other borrowings of the corporation and its
subsidiaries in determining such consolidated net
income. "Consolidated net income" for any period for
all purposes of this paragraph 2 shall be as
determined by independent certified public
accountants of national reputation selected by the
corporation, and in determining such consolidated net
income for any period, there shall be deducted, in
addition to other items of expense, the amount
charged to income for said period on the books of the
corporation and its subsidiaries for taxes and the
provisions for depreciation as recorded on such books
or the minimum amount required therefor under the
provisions of any then existing general indenture of
mortgage or deed of trust of the corporation,
whichever is larger; and the Board of Directors of
the corporation may, in the exercise of their
discretion, make adjustments by way of increase or
decrease in such consolidated net income to give
effect to changes therein resulting from any
acquisition of properties or to any redemption,
acquisition, purchase, sale or exchange of securities
by the corporation or its subsidiaries either prior
to the issuance of any shares of Cumulative Preferred
Stock or $100 Cumulative Preferred Stock or stock
ranking senior to or on a parity therewith then to be
issued or in connection therewith. The term
"subsidiary" shall mean, for all purposes of this
paragraph 2, any company of which the corporation,
directly or through another subsidiary, owns or
controls a majority of the outstanding shares of
stock entitling the holders thereof to elect a
majority of the directors of such company, either at
all times or so long as there is no default in the
payment of dividends upon any stock having a
preference or priority over such stock;
provided, however, that no such consent of the holders of the
Cumulative Preferred Stock shall be required if, at or prior
to the time when the increase in the authorized amount of the
Cumulative Preferred Stock or the $100 Cumulative Preferred
Stock or the authorization or creation or increase in the
authorized amount of any such parity stock or any such
convertible security, or any such sale, lease, conveyance, or
parting with control, or the issue of any such additional
shares of Cumulative Preferred Stock or $100 Cumulative
Preferred Stock or any such senior or parity stock, as the
case may be, is to be made, provision is to be made as
provided in the third paragraph of subparagraph (d) of this
paragraph 2 for the redemption of all shares of Cumulative
Preferred Stock at the time outstanding.
(3) So long as any shares of $100 Cumulative
Preferred Stock are outstanding, the consent of the holders
of at least two-thirds of the $100 Cumulative Preferred Stock
at
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the time outstanding, given in person or by proxy, either in
writing or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating any one or
more of the following:
(i) any amendment of the Articles of
Incorporation which would change any outstanding
shares of $100 Cumulative Preferred Stock in any one
or more of the following respects: (1) to authorize
the corporation to levy assessments thereon; (2) to
reduce the dividend rate thereof; (3) to make
noncumulative, in whole or in part, the dividends
payable with respect thereto; (4) to reduce the
redemption price thereof; (5) to reduce any amount
payable thereon upon voluntary or involuntary
liquidation; (6) to eliminate, diminish or alter
adversely conversion rights pertaining thereto; (7)
to diminish or eliminate voting rights pertaining
thereto; (8) to rearrange the priority of outstanding
shares of $100 Cumulative Preferred Stock so as to
make them subject to the preferences of other then
outstanding shares as to distributions by way of
dividends or otherwise; provided, however, that if
such amendment changes in any of the foregoing
respects one or more but not all series of $100
Cumulative Preferred Stock at the time outstanding,
only the consent of the holders of at least
two-thirds of each series so affected shall be
required;
(ii) the authorization or creation, or the
increase in the authorized amount, of any stock of
any class or any security convertible into stock of
any class, ranking senior to the $100 Cumulative
Preferred Stock; or
(iii) the consolidation or merger of the
corporation; provided, however, that this restriction
shall not apply to, nor shall it operate to prevent,
a consolidation or merger of the corporation with a
subsidiary of the corporation, if none of the voting
powers, rights or preferences of the holders of the
$100 Cumulative Preferred Stock will be adversely
affected thereby, and if none of the property or
business theretofore owned or operated by the
corporation will thereby become subject to the lien
of any mortgage, deed of trust or other encumbrance
of such subsidiary, and if the company resulting from
or surviving such consolidation or merger will be
authorized to carry on the business then being
conducted by the corporation and will have
authorized and outstanding, after such consolidation
or merger, no stock of any class or other securities
ranking senior to or on a parity with the $100
Cumulative Preferred Stock, or securities convertible
into any such stock or securities, except the same
number of shares of stock and the same amount of
other securities with the same voting powers, rights
and preferences as the stock and securities of the
corporation authorized and outstanding immediately
preceding such consolidation or merger, and if each
holder of $100 Cumulative Preferred Stock at the time
of such consolidation or merger will receive the same
number of shares, with the same voting powers, rights
and preferences, of the resulting or surviving
company as he held of the $100 Cumulative Preferred
Stock; and provided further, that in the event of the
amendment of the applicable laws of the State of
California so as to permit the consolidation or
merger of the corporation upon the vote of the
holders of less than two-thirds of the outstanding
shares of each class of stock of the corporation,
then the consent of the holders of only such lesser
proportion of the $100 Cumulative Preferred Stock at
the time outstanding (but in no event of less than a
majority thereof) shall be necessary for effecting or
validating the consolidation or merger of the
corporation;
provided, however, that no such consent of the holders of the
$100 Cumulative Preferred Stock shall be required if, at or
prior to the time when such amendment is to take effect or
when the authorization, creation or increase in the
authorized amount of any such senior stock or convertible
security is to be made, or when such consolidation or merger
is to take
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effect, as the case may be, provision is to be made as
provided in the third paragraph of subparagraph (d) of this
paragraph 2 for the redemption of all shares of $100
Cumulative Preferred Stock at the time outstanding or, in the
case of any such amendment as to which the consent of less
than all series of the $100 Cumulative Preferred Stock would
otherwise be required, for the redemption of all shares of
the series of $100 Cumulative Preferred Stock the consent of
which would otherwise be required.
(4) So long as any shares of $100 Cumulative
Preferred Stock are outstanding, the consent of the holders
of at least a majority of the $100 Cumulative Preferred Stock
at the time outstanding, given in person or by proxy, either
in writing or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating any one or
more of the following:
(i) the increase in the authorized amount of
the $100 Cumulative Preferred Stock or the Cumulative
Preferred Stock or the authorization or creation, or
the increase in the authorized amount, of any new
class of stock ranking on a parity with the $100
Cumulative Preferred Stock and the Cumulative
Preferred Stock or of any security convertible into
$100 Cumulative Preferred Stock or Cumulative
Preferred Stock or into stock of any class ranking on
a parity with the $100 Cumulative Preferred Stock and
the Cumulative Preferred Stock;
(ii) the sale, lease or conveyance of all or
substantially all of the property or business of the
corporation, or the parting with control thereof; or
(iii) the issue of any additional shares of
$100 Cumulative Preferred Stock or Cumulative
Preferred Stock (or the reissue of any shares of $100
Cumulative Preferred Stock or Cumulative Preferred
Stock) or any shares of stock of any class ranking
senior to or on a parity with the $100 Cumulative
Preferred Stock and the Cumulative Preferred Stock,
unless the consolidated income of the corporation and
its subsidiaries (determined as provided in this
paragraph 2) for any thirty-six consecutive calendar
months within the thirty-nine calendar months
immediately preceding the month within which the
issuance of such additional shares is authorized by
the Board of Directors of the corporation shall have
been in the aggregate not less than one and one-half
times the sum of the interest requirements for three
years on all of the funded indebtedness and other
borrowings of the corporation and its subsidiaries to
be outstanding at the date of such proposed issue and
the full dividend requirements for three years on all
shares of $100 Cumulative Preferred Stock and
Cumulative Preferred Stock and all other stock, if
any, ranking senior to or on a parity with the $100
Cumulative Preferred Stock and the Cumulative
Preferred Stock to be outstanding at the date of such
proposed issue, including the shares then proposed to
be issued but excluding any such indebtedness and
borrowings and any such shares proposed to be retired
in connection with such issue;
provided, however, that no such consent of the holders of the
$100 Cumulative Preferred Stock shall be required if, at or
prior to the time when the increase in the authorized amount
of the $100 Cumulative Preferred Stock or the Cumulative
Preferred Stock or the authorization or creation or increase
in the authorized amount of any such parity stock or any such
convertible security, or any such sale, lease, conveyance, or
parting with control, or the issue of any such additional
shares of $100 Cumulative Preferred Stock or Cumulative
Preferred Stock or any such senior or parity stock, as the
case may be, is to be made, provision is to be made as
provided in the third paragraph of subparagraph (d) of this
paragraph 2 for the redemption of all shares of $100
Cumulative Preferred Stock at the time outstanding.
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(d) REDEMPTION: Except as otherwise provided in
subparagraph (e) of this paragraph 2, the Cumulative Preferred Stock
or the $100 Cumulative Preferred Stock of any series may be
redeemed, as a whole or in part, at the option of the corporation,
by vote of its Board of Directors, at any time or from time to time
(subject to any special provisions affecting or limitations on such
right to redeem which may be fixed with respect to any particular
series of Cumulative Preferred Stock or $100 Cumulative Preferred
Stock), at the applicable redemption price fixed for such series
which shall include an amount equal to all accumulated and unpaid
dividends thereon to and including the date of redemption. If less
than all the outstanding shares of Cumulative Preferred Stock or
$100 Cumulative Preferred Stock of any series first issued prior to
August 14, 1973, are to be redeemed, the shares to be redeemed shall
be determined prior to the time of each such partial redemption by
lot in such manner as the Board of Directors may prescribe. If less
than all the outstanding shares of the Cumulative Preferred Stock or
$100 Cumulative Preferred Stock of any series first issued on or
subsequent to August 14, 1973, are to be redeemed, the shares to be
redeemed shall be determined prior to the time of each such partial
redemption either by lot in such manner as the Board of Directors
may prescribe or, in the alternative at the discretion of the Board
of Directors, pro rata to the nearest whole share.
Notice of every redemption of Cumulative Preferred Stock or
$100 Cumulative Preferred Stock shall be given by the corporation by
causing a notice thereof to be published in a newspaper printed in
the English language and published and of general circulation in the
City of Los Angeles, California, and in one such newspaper published
and of general circulation in the Borough of Manhattan, the City of
New York, New York, in each instance at least once a week for two
(2) successive weeks and in each instance on any day of the week,
commencing not earlier than sixty (60) nor later than thirty (30)
days before the date fixed for redemption. It shall be the duty of
the corporation to mail a copy of such notice, postage prepaid, to
each holder of record of the shares to be redeemed as of the record
date, addressed to such holder at his address appearing on the books
of the corporation, not earlier than sixty (60) nor later than
thirty (30) days before the date fixed for redemption, but the
failure to mail such notice as aforesaid shall not invalidate the
redemption of such shares. The publication of notice in accordance
with the foregoing procedure may be dispensed with in the discretion
of the Board of Directors in any case where it determines that the
outstanding shares of any series of Cumulative Preferred Stock or
$100 Cumulative Preferred Stock are held by no more than ten (10)
holders of record, but in any such case, the copy of such notice of
redemption specified above shall be delivered by messenger or mailed
by registered or certified mail to the address and within the times
specified above.
If the corporation shall deposit on or prior to any date
fixed for redemption of Cumulative Preferred Stock or $100
Cumulative Preferred Stock, with any bank or trust company having a
capital, surplus and undivided profits aggregating at least five
million dollars ($5,000,000), as a trust fund, a fund sufficient to
redeem the shares called for redemption, with irrevocable
instructions and authority to such bank or trust company to publish
the notice of redemption thereof (or to complete such publication if
theretofore commenced) and to pay on and after the date fixed for
redemption or such earlier date as the Board of Directors may
determine, to the respective holders of such shares, the redemption
price thereof upon the surrender of their share certificates, then
from and after the date of such deposit (although prior to the date
fixed for redemption) such shares so called shall be deemed to be
redeemed and dividends thereon shall cease to accrue after said date
fixed for redemption and such deposit shall be deemed to constitute
full payment of said shares to the holders thereof and thereafter
said shares shall no longer be deemed to be outstanding, and the
holders thereof shall cease to be shareholders with respect to such
shares, and shall have no rights with respect thereto except only
the right to receive from said bank or trust company payment of the
redemption price of such shares without interest, upon surrender of
their certificates therefor, and the right to exercise, on or before
the date fixed for redemption, any right to convert or exchange said
shares which may then exist.
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Any moneys deposited by the corporation pursuant to this
subparagraph (d) which shall not be required for the redemption
because of the exercise of any such right of conversion or exchange
subsequent to the date of the deposit shall be repaid to the
corporation forthwith. Any other moneys deposited by the
corporation pursuant to this subparagraph (d) and unclaimed at the
end of six years from the date fixed for redemption shall be repaid
to the corporation upon its request expressed in a resolution of its
Board of Directors.
(e) MISCELLANEOUS: If at any time dividends on any of the
outstanding shares of Cumulative Preferred Stock or $100 Cumulative
Preferred Stock, or on any shares of stock of any class ranking on a
parity with the Cumulative Preferred Stock and the $100 Cumulative
Preferred Stock, shall be in default, thereafter and until all
arrears in payment of quarterly dividends on the Cumulative
Preferred Stock and the $100 Cumulative Preferred Stock have been
paid, or deposited with any bank or trust company having a capital,
surplus and undivided profits aggregating at least five million
dollars ($5,000,000) in trust for payment on or before the next
succeeding dividend payment date, the corporation shall not redeem
less than all of the Cumulative Preferred Stock and the $100
Cumulative Preferred Stock at the time outstanding and shall not
purchase or otherwise acquire for value any Cumulative Preferred
Stock or $100 Cumulative Preferred Stock except in accordance with
offers made to all holders of Cumulative Preferred Stock and $100
Cumulative Preferred Stock, which offers shall bear a reasonably
proportional relationship to the par values and market prices per
share of the respective classes.
Except when required by law and except as otherwise provided
in this Article, or as may be fixed with respect to any particular
series, whenever shares of two or more series of the Cumulative
Preferred Stock are outstanding, no particular series of the
Cumulative Preferred Stock of all series shall be entitled to vote
or consent as a separate series on any matter and all shares of
Cumulative Preferred Stock of all series shall be deemed to
constitute but one class for any purpose for which a vote or consent
of the shareholders by classes may now or hereafter be required.
Except when required by law and except as otherwise provided
in this Article, or as may be fixed with respect to any particular
series, whenever shares of two or more series of the $100 Cumulative
Preferred Stock are outstanding, no particular series of the $100
Cumulative Preferred Stock of all series shall be entitled to vote
or consent as a separate series on any matter and all shares of $100
Cumulative Preferred Stock of all series shall be deemed to
constitute but one class for any purpose for which a vote or consent
of the shareholders by classes may now or hereafter be required.
Any shares of Cumulative Preferred Stock or $100 Cumulative
Preferred Stock which are converted, redeemed or retired shall
thereafter have the status of authorized but unissued shares of
Cumulative Preferred Stock or $100 Cumulative Preferred Stock, as
the case may be, of the corporation, and may thereafter be reissued
by the Board of Directors in the same manner as any other authorized
and unissued shares of Cumulative Preferred Stock or $100 Cumulative
Preferred Stock.
Neither the consolidation or merger of the corporation nor
the sale or transfer of all or a part of its assets nor the
expropriation, condemnation or seizure of all or a part of its
assets by any governmental body or authority shall be deemed a
liquidation, dissolution or winding up of the affairs of the
corporation within the meaning of this paragraph 2.
3. PREFERENCE STOCK: Shares of the Preference Stock may
be issued from time to time in one or more series. To the extent not
prohibited by law, the Board of Directors is authorized (i) to fix the number
of shares of any series of Preference Stock and to determine the designation of
any such series, (ii) to determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any
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wholly unissued series of Preference Stock, including but not limited to
rights, preferences, privileges and restrictions regarding dividends (including
provisions specifying dividends at a floating or variable rate or dividends to
be determined by reference to an index, formula, auction, bid or other
objectively ascertainable criterion), liquidation, conversion, redemption and
voting (including provisions specifying no general voting rights or voting
rights of more than one vote per share), and, (iii) 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, to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of shares of
that series. Whenever in this paragraph 3 the Board of Directors is authorized
to "fix," "determine," "alter," "increase" or "decrease" the number of shares,
designation, rights, preferences, privileges or restrictions of any series of
the Preference Stock, the Board of Directors (including any executive committee
thereof) shall take such action by resolution, but such resolution may specify
any of the foregoing matters by reference to indexes, formulas, conversion
rates or other objectively ascertainable criteria.
4. COMMON STOCK: Subject to the preferential rights above
provided in this Article, or granted pursuant to this Article, with respect to
the Cumulative Preferred Stock, the $100 Cumulative Preferred Stock and the
Preference Stock, the Common Stock and/or the holders thereof shall have the
following dividend rights, liquidation rights and voting rights:
(a) DIVIDEND RIGHTS: The holders of the Common Stock
shall be entitled to dividends when and as declared by the Board of Directors
out of any funds legally available therefor, in such amounts and at such times
as the Board of Directors may from time to time determine.
(b) LIQUIDATION RIGHTS: In the event of any liquidation,
dissolution or winding up, whether voluntary or involuntary, of the
corporation, the remaining assets and funds of the corporation shall
be distributed ratably to the holders of the Common Stock.
(c) VOTING RIGHTS: The Common Stock shall be entitled to
voting rights on the basis of one vote per share.
Seventh: BUSINESS COMBINATIONS:
1. In addition to any affirmative vote required by law or these
Articles of Incorporation, and except as otherwise expressly provided in
paragraph 2 of this Article Seventh, none of the following transactions shall
be consummated unless and until such transaction shall have been approved by
the affirmative vote of the holders of at least eighty percent (80%) of the
voting power of the then outstanding shares of stock of the corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class (it being understood that for purposes of
this Article Seventh, each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article Sixth of these Articles of
Incorporation):
(a) any merger or consolidation of the corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested
Shareholder (as hereinafter defined) or (ii) any other corporation
(whether or not itself an Interested Shareholder) which is, or after
such merger or consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder; or
(b) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of related
transactions) to or with any Interested Shareholder or any Affiliate
of any Interested Shareholder of any assets of the corporation or
any Subsidiary having an aggregate Fair Market Value (as hereinafter
defined) of more than ten percent (10%) of the total book value of
the assets of the corporation and its consolidated subsidiaries as
shown on the most recently available quarterly consolidated balance
sheet of the corporation; or
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(c) the issuance or transfer by the corporation or any
Subsidiary (in one transaction or a series of related transactions)
of any securities of the corporation or any Subsidiary to any
Interested Shareholder or any Affiliate of any Interested
Shareholder having an aggregate Fair Market Value (as hereinafter
defined) of more than ten percent (10%) of the total book value of
the assets of the corporation and its consolidated subsidiaries as
shown on the most recently available quarterly consolidated balance
sheet of the corporation; or
(d) the adoption of any plan or proposal for the spinoff,
split-off or split-up of the corporation or any material Subsidiary
proposed by or on behalf of an Interested Shareholder or any
Affiliate of any Interested Shareholder; or
(e) any reclassification of any securities of the
corporation (including any reverse stock split), any
recapitalization of the capital stock of the corporation, any merger
or consolidation of the corporation with or into any of its
Subsidiaries, or any other transaction (whether or not with or
involving any Interested Shareholder), which has the effect,
directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of stock or series thereof of the
corporation or of any Subsidiary directly or indirectly Beneficially
Owned (as hereinafter defined) by any Interested Shareholder or as a
result of which the shareholders of the corporation would cease to
be shareholders of a corporation incorporated under the laws of the
State of California having, as parts of its articles of
incorporation, provisions to the same effect as this Article
Seventh; or
(f) any agreement, contract or other arrangement
providing for any of the transactions described in the foregoing
paragraphs (a) through (e).
The term "Business Combination" as used in this Article Seventh
shall mean any transaction or proposed transaction which is referred to in any
one or more of the foregoing subparagraphs (a) through (f) of this paragraph 1.
2. The provisions of paragraph 1 of this Article Seventh shall
not be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote of shareholders, if any,
as is required by law and any other provision of any Article hereof, if such
Business Combination has been approved by at least a majority of the
Disinterested Directors (as hereinafter defined) at the time or if all the
conditions specified in the following subparagraphs (a), (b), (c), (d), (e) and
(f) are satisfied:
(a) The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business Combination
of any consideration other than cash to be received per share by
holders of Common Stock in such Business Combination shall be at
least equal to the higher of the following:
(1) (if applicable) the Highest Per Share Price
(as hereinafter defined) paid in order to acquire any shares
of Common Stock beneficially owned by the Interested
Shareholder which were acquired beneficially by such
Interested Shareholder (x) within the two-year period
immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement
Date") or (y) in the transaction in which it became an
Interested Shareholder, whichever is higher; and
(2) the Fair Market Value per share of Common
Stock on the Announcement Date or on the date on which the
Interested Shareholder became an Interested Shareholder (such
later date is referred to in this Article Seventh as the
"Determination Date"), whichever is higher.
(b) The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business Combination
of consideration other than cash to be received per
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share by holders of shares of any class or series of outstanding
Voting Stock other than the Common Stock shall be at least equal to
the highest of the following (it being intended that the
requirements of this subparagraph (b) shall be required to be met
with respect to every such class or series of outstanding Voting
Stock, whether or not the Interested Shareholder beneficially owns
any shares of a particular class or series of Voting Stock):
(1) (if applicable) the Highest Per Share Price
(as hereinafter defined) paid in order to acquire any shares
of such class or series of Voting Stock beneficially owned by
the Interested Shareholder which were acquired beneficially
by such Interested Shareholder (x) within the two-year period
immediately prior to the Announcement Date or (y) in the
transaction in which it became an Interested Shareholder,
whichever is higher; and
(2) (if applicable) the highest preferential
amount per share to which the holders of shares of such class
or series of Voting Stock are entitled in the event of any
voluntary or involuntary liquidation, dissolution or winding
up of the corporation; and
(3) the Fair Market Value per share of such class
or series of Voting Stock on the Announcement Date or on the
Determination Date, whichever is higher.
(c) The consideration to be received by holders of a
particular class or series of outstanding Voting Stock (including
Common Stock) shall be in cash or in the same form as the Interested
Shareholder has previously paid in order to acquire beneficially
shares of such class or series of Voting Stock that are beneficially
owned by the Interested Shareholder and, if the Interested
Shareholder beneficially owns shares of any class or series of
Voting Stock that were acquired with varying forms of consideration,
the form of consideration to be received by holders of such class or
series of Voting Stock shall be either cash or the form used to
acquire beneficially the largest number of shares of such class or
series of Voting Stock beneficially acquired by it prior to the
Announcement Date. The price determined in accordance with
paragraphs 2(a) and 2(b) shall be subject to appropriate adjustment
in the event of any stock dividend, stock split, combination of
shares or similar event.
(d) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such
Business Combination: (i) except as approved by at least a majority
of the Disinterested Directors, there shall have been no failure to
declare and pay at the regular dates therefor the full amount of any
dividends (whether or not cumulative) payable on any class or series
of stock having a preference over the Common Stock as to dividends
or upon liquidation; (ii) there shall have been (x) no reduction in
the annual rate of dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the Common Stock), except as
approved by at least a majority of the Disinterested Directors, and
(y) an increase in such annual rate of dividends (as necessary to
prevent any such reduction) in the event of any reclassification
(including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect of
reducing the number of outstanding shares of the Common Stock,
unless the failure to increase such annual rate was approved by at
least a majority of the Disinterested Directors; and (iii) such
Interested Shareholder shall have not become the beneficial owner of
any additional shares of Voting Stock except as part of the
transaction which results in such Interested Shareholder becoming an
Interested Shareholder or as a result of a pro rata stock dividend
or stock split.
(e) After such Interested Shareholder has become an
Interested Shareholder, such Interested Shareholder shall not have
received the benefit, directly or indirectly (except proportionally
as a shareholder), of any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or other tax
advantages provided by the corporation, whether in anticipation of
or in connection with such Business Combination or otherwise.
(f) A proxy or information statement describing the
proposed Business Combination and complying with the requirements of
the Securities Exchange Act of 1934 and the rules and
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regulations thereunder (or any subsequent provisions replacing such
Act, rules or regulations) shall be mailed to public shareholders of
the Corporation at least 30 days prior to the consummation of such
Business Combination (whether or not such proxy or information
statement is required to be mailed pursuant to such Act or
subsequent provisions).
3. For the purposes of this Article Seventh:
(a) A "person" shall mean any individual, firm,
corporation or other entity.
(b) "Interested Shareholder" shall mean any person or
group (other than this corporation or any Subsidiary or any
compensation plan or any benefit plan of this corporation or any
Subsidiary or any trustee of, or fiduciary with respect to, any such
plan when acting in such capacity, or any corporation formed
pursuant to a resolution of the Board of Directors of this
corporation which was approved by at least a majority of the
Disinterested Directors as defined hereinafter) who or which:
(1) is the Beneficial Owner, directly or
indirectly, of more than ten percent (10%) of the voting
power of the outstanding Voting Stock;
(2) is an Affiliate of the corporation and at any
time within the two-year period immediately prior to the date
in question was the Beneficial Owner, directly or indirectly,
of ten percent (10%) or more of the voting power of the then
outstanding Voting Stock; or
(3) is an assignee of or has otherwise succeeded
to any shares of Voting Stock representing more than one
percent (1%) of the voting power of the outstanding Voting
Stock, which shares were at any time within the two-year
period immediately prior to the date in question beneficially
owned by any Interested Shareholder, if such assignment or
succession shall have occurred in the course of a transaction
or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
(c) A person shall be a "Beneficial Owner" of any Voting
Stock:
(1) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
(2) which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right
is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii) the right to vote
or direct the vote pursuant to any agreement, arrangement or
understanding; or
(3) which are beneficially owned, directly or
indirectly, by any other person with which such person or any
of its Affiliates or Associates has any agreement,
arrangement or understanding for the purposes of acquiring,
holding, voting or disposing of any shares of Voting Stock.
(d) For the purposes of determining whether a person is
an Interested Shareholder pursuant to subparagraph (b) of paragraph
3 of this Article Seventh, the number of shares of Voting Stock
deemed to be outstanding shall include shares deemed owned through
application of subparagraph (c) of paragraph 3 of this Article
Seventh but shall not include any other shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement or
understanding or upon exercise of conversion rights, warrants or
options, or otherwise.
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(e) The term "Affiliate", used to indicate a relationship
to a specified person, means a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by,
or is under common control with, such specified person.
(f) The term "Associate", used to indicate a relationship
with a specified person, means (i) any corporation, partnership or
other organization of which such specified person is an officer or
partner (ii) any trust or other estate in which such specified
person has a substantial beneficial interest or as to which such
specified person serves as trustee or in a similar fiduciary
capacity, (iii) any relative or spouse of such specified person, or
any relative of such spouse, who has the same home as such specified
person or who is a director or officer of the Corporation or any of
its parents or subsidiaries and (iv) any person who is a director,
officer or partner of such specified person or of any corporation
(other than the corporation or any wholly-owned Subsidiary of the
corporation), partnership or other entity which is an Affiliate of
such specified person.
(g) "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or
indirectly, by the corporation or by a Subsidiary of the corporation
or by the corporation and one or more Subsidiaries; provided,
however, that for the purposes of the definition of Interested
Shareholder set forth in paragraph (b) of paragraph 3 of this
Article Seventh the term "Subsidiary" shall mean only a corporation
of which a majority of each class of equity security is owned,
directly or indirectly, by the corporation.
(h) "Disinterested Director" means any member of the
Board of Directors of the corporation who was a member of the Board
of Directors of the corporation on April 16, 1987 or who became a
member of the Board of Directors of the corporation subsequent to
that time and who is unaffiliated with, and not a nominee or
representative of, an Interested Shareholder and who is recommended
to succeed a Disinterested Director by at least a majority of
Disinterested Directors then on the Board of Directors. Any
reference to "Disinterested Directors" shall refer to a single
Disinterested Director if there be but one. Any reference under
this Article Seventh to an approval, designation or determination by
"a majority of the Disinterested Directors" of the Board of
Directors shall mean such approval, designation or determination by
not less than a majority of the Disinterested Directors then serving
on the Board of Directors.
(i) "Fair Market Value" means: (i) in the case of stock,
the highest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the
Composite Tape, for New York Stock Exchange-Listed Stocks, or, if
such stock is not quoted on the Composite Tape on the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed, or,
if such stock is not listed on any such exchange, the highest
closing sales price or bid quotation with respect to a share of such
stock during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated
Quotations Systems or any system then in use, or if no such
quotations are available, the fair market value on the date in
question of a share of such stock as determined by at least a
majority of the Disinterested Directors in good faith, in each case
with respect to any class of stock, appropriately adjusted for any
dividend or distribution in shares of such stock or any stock split
or reclassification of outstanding shares of such stock into a
greater number of shares of such stock or any combination or
reclassification of outstanding shares of such stock into a smaller
number of shares of such stock; and (ii) in the case of stock of any
class or series which is not traded on any United States registered
securities exchange nor in the over-the-counter market or in the
case of property other than cash or stock, the fair market value of
such property on the date in question as determined by at least a
majority of the Disinterested Directors in good faith; and such
determination by the Disinterested Directors shall be conclusive and
binding for all purposes of this Article Seventh.
(j) References to "Highest Per Share Price" with respect
to any class of stock, means the highest amount of consideration
paid for a share of such stock (including, without limitation, any
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brokerage commissions, transfer taxes and soliciting dealers' fees)
and shall reflect an appropriate adjustment for any dividend or
distribution in shares of such stock or any stock split or
reclassification of outstanding shares of such stock into a greater
number of shares of such stock or any combination or
reclassification of outstanding shares of such stock into a smaller
number of shares of such stock.
(k) In the event of any Business Combination in which the
corporation survives, the phrase "consideration other than cash to
be received" as used in subparagraphs (a) and (b) of paragraph 2 of
this Articles Seventh shall include the shares of Common Stock
and/or the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.
4. At least a majority of the Disinterested Directors of the
corporation shall have the power and duty to make a good faith determination,
on the basis of information known to them, of all facts necessary to determine
compliance with this Article Seventh, including without limitation:
(a) whether a person is an Interested Shareholder;
(b) the number of shares of Voting Stock beneficially
owned by any person;
(c) whether a person is an Affiliate or Associate of
another;
(d) whether the assets which are the subject of any
Business Combination, or the securities issued or transferred by the
corporation or any Subsidiary in any Business Combination, have an
aggregate Fair Market Value of more than ten percent (10%) of the
total book value of the assets of the corporation and its
consolidated subsidiaries as shown on the most recently available
quarterly consolidated balance sheet of the corporation; and
(e) whether the requirements of paragraph 2 of this
Article Seventh have been met.
Such determination by a majority of the Disinterested Directors
shall be conclusive and binding for all purposes of this Article Seventh.
5. Nothing contained in this Article Seventh shall be construed
to relieve any Interested Shareholder from any fiduciary obligation imposed by
law.
6. The fact that a Business Combination complies with the
provisions of Section 2 of this Article Seventh shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board of
Directors, or any member thereof, to approve such Business Combination or
recommend its adoption or approval to the shareholders of the corporation.
7. In addition to any affirmative vote required by law of these
Articles of Incorporation, a proposal that the provisions of this Article
Seventh be altered, amended or repealed in any respect, or any provision
inconsistent therewith be adopted, shall require either (i) the affirmative
vote of the holders of at least eighty percent (80%) of the voting power of the
then outstanding Voting Stock voting together as a single class or (ii)
approval by at least a majority of the Disinterested Directors and the
affirmative vote of the holders of at least fifty percent (50%) of the voting
power of the then outstanding Voting Stock together as a single class.
Eighth: LIMITATION ON LIABILITY OF DIRECTORS AND AUTHORITY TO
INDEMNIFY AGENTS:
1. The liability of directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
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2. The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code) through
bylaw provisions, 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.
Ninth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE
PREFERRED STOCK, 4.32% SERIES: The Certificate of Determination of Preferences
of the Cumulative Preferred Stock, 4.32% Series, which is attached hereto as
Exhibit A is hereby incorporated by reference as Article Ninth of these
Articles of Incorporation.
Tenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE
PREFERRED STOCK, 4.08% SERIES: The Certificate of Determination of Preferences
of the Cumulative Preferred Stock, 4.08% Series, which is attached hereto as
Exhibit B is hereby incorporated by reference as Article Tenth of these
Articles of Incorporation.
Eleventh: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE PREFERRED STOCK, 4.24% SERIES: The Certificate of Determination of
Preferences of the Cumulative Preferred, 4.24% Series, which is attached hereto
as Exhibit C is hereby incorporated by reference as Article Eleventh of these
Articles of Incorporation.
Twelfth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE PREFERRED STOCK, 4.78% SERIES: The Certificate of Determination of
Preferences of the Cumulative Preferred Stock, 4.78% Series, which is attached
hereto as Exhibit D is hereby incorporated by reference as Article Twelfth of
these Articles of Incorporation.
Thirteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE STOCK, 5.80% SERIES: The Certificate of Determination of Preferences
of the Cumulative Stock, 5.80% Series, which is attached hereto as Exhibit E is
hereby incorporated by reference as Article Thirteenth of these Articles of
Incorporation.
Fourteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 7.58% SERIES: The Certificate of Determination
of Preferences of the $100 Cumulative Preferred Stock, 7.58% Series, which is
attached hereto as Exhibit F is hereby incorporated by reference as Article
Fourteenth of these Articles of Incorporation.
Fifteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE PREFERRED STOCK, 7.36% SERIES: The Certificate of Determination of
Preferences of the Cumulative Preferred Stock, 7.36% Series, which is attached
hereto as Exhibit G is hereby incorporated by reference as Article Fifteenth of
these Articles of Incorporation.
Sixteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 7.23% SERIES: The Certificate of Determination
of Preferences of the $100 Cumulative Preferred Stock, 7.23% Series, which is
attached hereto as Exhibit H is hereby incorporated by reference as Article
Sixteenth of these Articles of Incorporation.
Seventeenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 6.45% SERIES: The Certificate of Determination
of Preferences of the $100 Cumulative Preferred Stock, 6.45% Series, which is
attached hereto as Exhibit I is hereby incorporated by reference as Article
Seventeenth of these Articles of Incorporation.
Eighteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 6.05% SERIES: The Certificate of Determination
of Preferences of the $100 Cumulative Preferred Stock, 6.05% Series, which is
attached hereto as Exhibit J is hereby incorporated by reference as Article
Eighteenth of these Articles of Incorporation."
17
18
The foregoing amendment of the Articles of Incorporation of said
corporation has been duly approved by its Board of Directors.
There are no shares outstanding of the Original Preferred Stock, par
value $8-1/3 per share, the Preference Stock, par value $25 per share, or the
$100 Preference Stock, par value $100 per share; and such classes of stock
shall be eliminated upon the effective date of the foregoing amendment.
The foregoing amendment of the Articles of Incorporation has been
duly approved by the required votes of shareholders in accordance with Section
902 of the California Corporations Code and Article Fifth of the Articles of
Incorporation. The total number of outstanding shares of the corporation was
232,294,250, representing 292,545,240 votes entitled to be cast with respect to
the amendment. The number of votes in favor of the amendment exceeded the
votes required. The votes required were more than 50% of the total votes
entitled to be voted as a single class, pursuant to Section 902 of the
California Corporations Code, and at least two-thirds of the entire subscribed
or issued capital stock, pursuant to Article Fifth of the Articles of
Incorporation.
This Certificate of Amendment and Restated Articles of Incorporation
shall become effective at the close of business on June 1, 1993.
IN WITNESS WHEREOF, the undersigned have executed this certificate
on this 24th day of May, 1993.
Alan J. Fohrer
____________________________________________________
Senior Vice President, Treasurer and Chief Financial
Officer of Southern California Edison Company
Kenneth S. Stewart
____________________________________________________
Secretary of
Southern California Edison Company
DECLARATION
The undersigned ALAN J. FOHRER and KENNETH S. STEWART, the Senior Vice
President, Treasurer and Chief Financial Officer, and Secretary, respectively,
of Southern California Edison Company, each declares under penalty of perjury
under the laws of the State of California that the matters set forth in the
foregoing certificate are true and correct of his own knowledge.
Executed at Rosemead, California on this 24th day of May, 1993.
ALAN J. FOHRER
____________________________________________________
ALAN J. FOHRER
Senior Vice President, Treasurer and Chief Financial
Officer of Southern California Edison Company
KENNETH S. STEWART
____________________________________________________
KENNETH S. STEWART
Secretary of
Southern California Edison Company
18
19
EXHIBIT A
SOUTHERN CALIFORNIA EDISON COMPANY
Certificate of Determination of Preferences of the
Cumulative Preferred Stock, 4.32% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
First: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 6,000,000 shares of Cumulative Preferred Stock: which
may be issued from time to time in one or more series, and authorize the Board
of Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
Second: The Board of Directors of the corporation at a meeting duly
called and held on May 6, 1947, in the City of Los Angeles, California, at
which meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock:
4.32% Series:
"Resolved, that 1,653,429 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of the corporation, be and hereby are determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 4,32% Series; and further
Resolved, that the dividend rate, redemption price and voluntary
liquidation preferences of shares of such series be and the same are hereby
fixed, respectively, as follows:
(A) The dividend rate of such series shall be four and thirty-two
one-hundredths per centum (4.32%) per annum of the par value of the shares
thereof. Dividends on such series, when and as declared, shall be payable
quarterly on March 31, June 30, September 30 and December 31.
(B) The redemption price from time to time of such series shall be:
twenty-nine and 50/100 dollars ($29.50) per share if redeemed on or before May
31, 1952; twenty-nine and 25/100 dollars ($29.25) per share if redeemed
thereafter and on or before May 31, 1957; twenty-nine and 00/100 dollars
($29.00) per share if redeemed thereafter and on or before May 31, 1962; and
twenty-eight and 75/100 dollars ($28.75) per share if redeemed thereafter;
together, in each case, with an amount equal to all accumulated and unpaid
dividends to and including the date of redemption.
(C) The liquidation preferences payable with respect to such series in
the event of voluntary, liquidation, dissolution or winding up of the affairs
of the corporation shall be the same as the redemption price for shares of such
series current on the date of the commencement of the proceedings for such
voluntary liquidation, dissolution or winding up, including an amount equal to
all accumulated and unpaid dividends thereon to and including the date of
distribution or payment."
19
20
IN WITNESS WHEREOF this certificate is made under the seal of said
Southern California Edison Company and signed by, W. C. Mullendore, its
President. and O. V. Showers, its Secretary, this 6th day of May, 1947.
W. C. MULLENDORE
________________________________
(W. C. Mullendore)
President of Southern California
Edison Company.
O. V. SHOWERS
_________________________________
(O. V. Showers)
Secretary of Southern California
Edison Company.
STATE OF CALIFORNIA )
) ss:
COUNTY OF LOS ANGELES )
On this 6th day of May, 1947, before me, Barbara Rowe, a Notary
Public in and for said County and State, residing therein, duly commissioned
and sworn, personally appeared W. C. MULLENDORE, known to me to be the
President and O. V. SHOWERS, known to me to be the Secretary, of SOUTHERN
CALIFORNIA EDISON COMPANY, the corporation referred to in the foregoing
certificate, and known to me to be the persons who executed said certificate as
such officers, respectively, and acknowledged to me that they executed the
same.
WITNESS my hand and official seal.
BARBARA ROWE
_____________________________
Notary Public in and for said
County and State.
My Commission Expires June 5, 1950.
20
21
EXHIBIT B
Southern California Edison Company
Certificate of Determination of Preferences of the
Cumulative Preferred Stock, 4.08% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 6,000,000 shares of Cumulative Preferred Stock which may
be issued from time to time in one or more series, and authorize the Board of
Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: The Board of Directors of the corporation at a meeting duly
called and held an May 16, 1950, in the City of Los Angeles, California, at
which meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock,
4.08% Series, consisting of 1,000,000 shares, none of the shares of such series
having been issued:
"RESOLVED, that 1,000,000 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of this corporation be and are hereby determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 4.08% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption price and
voluntary liquidation preferences of shares of such series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of such series shall be four and 8/100 per centum
(4.08%) per annum of the par value of the shares thereof. Dividends on such
series when and as declared shall be payable quarterly on the last days of
February, May, August, and November, respectively,
(B) The redemption price from time to time of such series shall be:
$26.25 per share if redeemed on or before May 31, 1955; $26.00 per share if
redeemed thereafter and on or before May 31, 1960; $25.75 per share if redeemed
thereafter and on or before May 31, 1965; and $25.50 per share if redeemed
thereafter; together, in each case, with an amount equal to all accumulated and
unpaid dividends to and including the date of redemption.
(C) The liquidation preferences payable with respect to shares of such
series in the event of voluntary liquidation, dissolution or winding up of the
affairs of this corporation shall be the same as the redemption price for
shares of such series current on the date of the commencement of the
proceedings for such voluntary liquidation, dissolution or winding up,
including an amount equal to all accumulated and unpaid dividends thereon to
and including the date of distribution or payment."
21
22
IN WITNESS WHEREOF this certificate is made under the seal of said
Southern California Edison Company and signed W. C. Mullendore, its President,
and T. J. Gamble, its Secretary, this 16th day of May, 1950.
W. C. MULLENDORE
--------------------------------
(W. C. Mullendore)
President of Southern California
Edison Company
(CORPORATE SEAL)
T. J. GAMBLE
---------------------------------
(T. J. Gamble)
Secretary, of Southern California
Edison Company
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
W. C Mullendore and T. J. Gamble, being first duly
sworn, each for himself deposes and says:
That W. C. Mullendore is and was at all of the
times mentioned in the foregoing Certificate, the President of Southern
California Edison Company, the California corporation therein mentioned, and T.
J. Gamble is, and was at all of said times, the Secretary of said corporation;
that each has read said Certificate and that the matters set forth therein are
true of his own knowledge, and that the signatures purporting to be the
signatures of said President and Secretary thereto are the genuine signatures
of said President and Secretary, respectively.
W. C. MULLENDORE
-----------------------------------
(W. C. Mullendore)
T. J. GAMBLE
-----------------------------------
(T. J. Gamble)
Subscribed and sworn to before me this 16th day of May, 1950.
BARBARA ROWE
------------------------------------
Notary Public in and for the County
of Los Angeles, State of California.
(NOTARIAL SEAL)
MY COMMISSION EXPIRES JUNE 5, 1950.
22
23
EXHIBIT C
Southern California Edison Company
Certificate of Determination of Preference of the
Cumulative Preferred Stock, 4.24% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 6,000,000 shares of Cumulative Preferred Stock which may
be issued from time to time in one or more series, and authorize the Board of
Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: The Board of Directors of the corporation at a meeting duly
called and held on February 14, 1956, in the City of Los Angeles, California,
at which meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock,
4.24% Series, consisting of 1,200,000 shares, none of the shares of such series
having been issued:
"RESOLVED, that 1,200,000 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of this corporation be and are hereby determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 4.24% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption price and
voluntary liquidation preferences of shares of such series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of such series shall be four and 24/100 per
centum (4.24%) per annum of the par value of the shares thereof. Dividends on
such series when and as declared shall be payable quarterly on the last days of
February, May, August and November, respectively.
(B) The redemption price from time to time of such series shall be:
$26.60 per share if redeemed on or before May 31, 1961; $26.30 per share if
redeemed thereafter and on or before May 31, 1966; $26.05 per share if redeemed
thereafter and on or before May 31, 1971; and $25.80 per share if redeemed
thereafter: together, in each case, with an amount equal to all accumulated and
unpaid dividends to and including the date of redemption.
(C) The liquidation preferences payable with respect to shares of such
series in the event of voluntary liquidation, dissolution or winding up of the
affairs of this corporation shall be the same as the redemption price for
shares of such series current on the date of the commencement of the
proceedings for such voluntary liquidation, dissolution or winding up,
including in amount equal to all accumulated and unpaid dividends thereon to
and including the date of distribution or payment."
23
24
IN WITNESS WHEREOF this certificate is made under the seal of said
Southern California Edison Company and signed by Harold Quinton, its President,
and T. J. Gamble, its Secretary, this 14th day of February, 1956.
HAROLD QUINTON
_________________________________
(Harold Quinton)
President of Southern California
Edison Company
(CORPORATE SEAL)
T. J. GAMBLE
________________________________
(T. J. Gamble)
Secretary of Southern California
Edison Company
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
Harold Quinton and T. J. Gamble, being first duly sworn, each for
himself deposes and says:
That Harold Quinton is and was at all of the times mentioned in
the foregoing Certificate, the President of Southern California Edison Company,
the California corporation therein mentioned, and T. J. Gamble is, and was at
all of said times, the Secretary of said corporation; that each has read said
Certificate and that the matters set forth therein are true of his own
knowledge, and that the signatures purporting to be the signatures of said
President and Secretary thereto are the genuine signatures of said President
and Secretary, respectively.
HAROLD QUINTON
__________________________
(Harold Quinton)
T. J. GAMBLE
____________________________
(T. J. Gamble)
Subscribed and sworn to before me this 14th day of February, 1956.
BARBARA ROWE
___________________________________
Notary Public in and for the County
of Los Angeles, State of California.
(NOTARIAL SEAL)
My Commission Expires June 14, 1958.
24
25
EXHIBIT D
Southern California Edison Company
Certificate of Determination of Preferences of the
Cumulative Preferred Stock, 4.78% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 6,000,000 shares of Cumulative Preferred Stock which may
be issued from time to time in one or more series, and authorize the Board of
Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: The Board of Directors of the corporation at a meeting duly
called and held on February 10, 1958, in the City of Los Angeles, California,
at which meeting a quorum was present and acting throughout did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock,
4.78% Series, consisting of 1,000,000 shares, none of the shares of such series
having been issued:
"RESOLVED, that 1,000,000 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of this corporation be and are hereby determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 4.78% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption price and
voluntary liquidation preferences of shares of such series be and the same are
hereby fixed respectively, as follows:
(A) The dividend rate of such series shall be four and 78/100 per
centum (4.78%) per annum of the par value of the shares thereof. Dividends on
such series when and as declared shall be payable quarterly on the last days of
February, May, August and November, respectively.
(B) The redemption price from time to time of such series shall be:
$27.30 per share if redeemed on or before February 28, 1963; $26.55 per share
if redeemed thereafter and on or before February 29, 1968; $26.05 per share if
redeemed thereafter and on or before February 28, 1973; and $25.80 per share if
redeemed thereafter; together, in each case, with an amount equal to all
accumulated and unpaid dividends to and including the date of redemption.
(C) The liquidation preferences payable with respect to shares of
such series in the event of voluntary liquidation, dissolution or winding up of
the affairs of this corporation shall be the same as the redemption price for
shares of such series current on the date of the commencement of the
proceedings for such voluntary liquidation, dissolution or winding up,
including an amount equal to all accumulated and unpaid dividends thereon to
and including the date of distribution or payment."
25
26
IN WITNESS WHEREOF this certificate is made under the seal of said
Southern California Edison Company and signed by Harold Quinton, its President,
and T. J. Gamble, its Secretary, this 10th day of February 1958.
HAROLD QUINTON
_____________________________
(Harold Quinton)
President of Southern California
Edison Company
T. J. GAMBLE
________________________________
(T. J. Gamble)
Secretary of
Southern California Edison Company
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
Harold Quinton and T. J. Gamble, being first duly sworn, each for
himself deposes and says:
That Harold Quinton is and was at all of the times mentioned in the
foregoing Certificate, the President of Southern California Edison Company, the
California corporation therein mentioned, and T. J. Gamble is, and was at all
of said times, the Secretary of said corporation; that each has read said
Certificate and that the matters set forth therein are true of his own
knowledge, and that the signatures purporting to be the signatures of said
President and Secretary thereto are the genuine signatures of said President
and Secretary, respectively.
HAROLD QUINTON
________________________
(Harold Quinton)
T. J. GAMBLE
________________________
(T. J. Gamble)
Subscribed and sworn to before me this 10th day of February, 1958.
BARBARA ROWE
___________________________________
Notary Public in and for the County
of Los Angeles, State of California
(NOTARIAL SEAL)
My Commission Expires June 14, 1958.
26
27
EXHIBIT E
Southern California Edison Company
Certificate of Determination of Preferences of the
Cumulative Preferred Stock, 5.80% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 8,000,000 shares of Cumulative Preferred Stock which may
be issued from time to time in one or more series, and authorize the Board of
Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: The Board of Directors of the corporation at a meeting duly
held on November 28, 1966, in The City of Los Angeles, California, at which
meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock,
5.80% Series, consisting of 2,200,000 shares, none of the shares of such series
having been issued:
"RESOLVED, that 2,200,000 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of this corporation be and are hereby determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 5.80% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption price and
voluntary liquidation Preferences of shares of such series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of such series shall be five and 80/100 per
centum (5.80%) per annum of the par value of the shares thereof. Dividends on
such series when and as declared shall be payable quarterly on the last days
of February, May, August and November, respectively.
(B) The redemption price from time to time of such series shall be:
$30.00 per share if redeemed prior to December 1, 1973; $27.00 per share if
redeemed thereon or thereafter and prior to December 1, 1976; $25.65 per share
if redeemed thereon or thereafter and prior to December 1, 1981; and $25.25 per
share if redeemed thereon or thereafter; together, in each case, with an amount
equal to all accumulated and unpaid dividends to and including the date of
redemption.
27
28
(C) The liquidation preferences payable with respect to shares of such
series in the event of voluntary liquidation, dissolution or winding up of the
affairs of the corporation shall be the same as redemption price for shares of
such series current on the date of the commencement of the proceedings for such
voluntary liquidation, dissolution or winding up, together with an amount equal
to all accumulated and unpaid dividends thereon to and including the date fixed
for distribution or payment."
J. K HORTON
------------------
(J. K. Horton)
C. D. LESTER
------------------
(C. D. Lester)
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct. Executed
in The City of Los Angeles, State of California, on this 28th day of November,
1966.
J. K. HORTON
------------------
(J. K. Horton)
C. D. LESTER
------------------
(C. D. Lester)
28
29
EXHIBIT F
Certificate of Determination of Preferences of the
$100 Cumulative Preferred Stock, 7.58% Series
Southern California Edison Company
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"Corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the Corporation, as amended,
authorize the issue of 3,000,000 shares of $100 Cumulative Preferred Stock
which may be issued from time to time in one or more series, and authorize the
Board of Directors, within the limitations and restrictions stated therein, to
fix or alter, from time to time, the dividend rights, dividend rate, conversion
rights, voting rights (in addition to the voting rights provided in such
Articles), redemption prices and/or the liquidation preferences of any wholly
unissued series of $100 Cumulative Preferred Stock, and to fix the number of
shares constituting any unissued series.
SECOND: The Board of Directors of the Corporation at a meeting duly
held on May 2, 1972, in the City of Rosemead, State of California, at which
meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said $100 Cumulative Preferred Stock to be known as $100 Cumulative Preferred
Stock, 7.58% Series, consisting of 750,000 shares, none of the shares of such
series having been issued:
"RESOLVED, that 750,000 shares of the presently authorized but
unissued $100 Cumulative Preferred Stock of the par value of one hundred
dollars $100) each of this corporation be and are hereby determined to be and
shall be of a series of said $100 Cumulative Preferred Stock hereby designated
as the $100 Cumulative Preferred Stock, 7.58% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption prices and
voluntary, liquidation preferences of shares of such series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of shares of such series shall be seven
and 58/100 per centum (7.58%) per annum of the par value of the
shares thereof. Dividends on shares of such series when and as
declared shall be payable quarterly on the last days of January,
April, July and October, respectively.
(B) The redemption price from time to time of such series shall
be: $108.00 per share if redeemed prior to May 1, 1977; $105.00 per
share if redeemed thereon or thereafter and prior to May 1, 1982;
$102.50 per share if redeemed thereon or thereafter and prior to May
1, 1987; and $101.00 per share if redeemed thereon or thereafter:
together, in each case, with an amount equal to all accumulated and
unpaid dividends to and including the date of redemption; provided,
however, that no shares of such series shall be redeemed prior to May
1, 1977, through the use (for the purpose or in anticipation of
refunding any such shares, directly or indirectly, of proceeds of the
sale of long-term indebtedness or of any class of preferred stock
ranking senior to or on a parity with shares of such series obtained
by this corporation at
29
30
an effective cost of money to this corporation (computed in
accordance with generally accepted financial practice of less than
the effective cost of money to this corporation of the shares of such
series, or of the sale of shares of stock of this corporation ranking
junior to such series.
(C) The liquidation preferences payable with respect to shares
of such series in the even of voluntary liquidation, dissolution or
winding up of the affairs of this corporation shall be the same as
the redemption price for shares of such series current on the date of
the commencement of the proceedings for such voluntary liquidation,
dissolution or winding up, together with an amount equal to all
accumulated and unpaid dividends thereon to and including the date
fixed for distribution or payment.
SMITH B. DAVIS
--------------------
(Smith B. Davis)
C. D. LESTER
-------------------
(C. D. Lester)
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct. Executed
in the City of Rosemead, State of California, on this 2nd day of May, 1972.
SMITH B. DAVIS
--------------------
(Smith B. Davis)
C. D. LESTER
------------------
(C. D. Lester)
30
31
EXHIBIT G
CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE PREFERRED STOCK, 7.36% SERIES
($25 PAR VALUE)
SOUTHERN CALIFORNIA EDISON COMPANY
_____________________
We, the undersigned, being the Vice President, Treasurer and Chief
Financial Officer and the Assistant Treasurer, respectively, of Southern
California Edison Company (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the provisions of the laws of the
State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation, as amended (hereinafter called
the "Articles"), authorize the issue of 24,000,000 shares of Cumulative
Preferred Stock which may be issued from time to time in one or more series,
and authorize the Board of Directors, within the limitations and restrictions
stated therein, to fix or alter, from time to time, the dividend rights,
dividend rate, conversion rights, voting rights (in addition to the voting
rights provided in the Articles), rights and terms of redemption (including
sinking fund provisions), the redemption price or prices and/or the liquidation
preferences of any wholly unissued series of Cumulative Preferred Stock, and to
fix the number of shares constituting any unissued series.
SECOND: Acting pursuant to authority delegated by the Board of
Directors of the Corporation, the Executive Committee of the Board of Directors
at a meeting duly held on January 21, 1992, in the City of Rosemead, State of
California, at which meeting a quorum was present and acting throughout, did
duly adopt the following resolutions authorizing and providing for the creation
of a series of said Cumulative Preferred Stock to be known as Cumulative
Preferred Stock, 7.36% Series, consisting of 4,000,000 shares, none of the
shares of such series having been issued:
"NOW, THEREFORE, BE IT RESOLVED, that 4,000,000 shares of the
presently authorized but unissued Cumulative Preferred Stock of the par value
of twenty-five dollars ($25) each of this Corporation be and are hereby
determined to be and shall be of a series of said Cumulative Preferred Stock
hereby designated as the Cumulative Preferred Stock, 7.36% Series; and
BE IT FURTHER RESOLVED, that the dividend rate, redemption prices,
rights and terms of redemption and the voluntary liquidation preferences of
shares of such Series be and the same are hereby fixed, respectively, as
follows:
(A) The dividend rate of shares of such Series shall be
seven and 36/100 per centum (7.36%) per annum of the par value of the
shares thereof. Dividends on shares of such Series, when and as
declared, shall be payable quarterly on the last days of January,
April, July and October, respectively, with the first such dividend
payable on April 30, 1992.
(B) The shares of such Series shall not be subject to
redemption by this Corporation prior to February 1, 1997. Thereafter,
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.
31
32
(C) The liquidation preferences payable with respect to
shares of such Series in the event of any voluntary liquidation,
dissolution or winding up of the affairs of this Corporation shall be
$25.00 per share, together with an amount equal to all accumulated and
unpaid dividends thereon to and including the date fixed for such
distribution or payment."
Alan J. Fohrer
Alan J. Fohrer
C. Alex Miller
C. Alex Miller
Each of the undersigned declares under penalty of perjury that the
matters contained in the foregoing certificate are true of their own knowledge.
Executed in the City of Rosemead, State of California, on this 21st day of
January, 1992.
Alan J. Fohrer
Alan J. Fohrer
C. Alex Miller
C. Alex Miller
32
33
EXHIBIT H
CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 7.23% SERIES
SOUTHERN CALIFORNIA EDISON COMPANY
_____________________
We, the undersigned, being the Vice President, Treasurer and Chief
Financial Officer and the Assistant Treasurer, respectively, of Southern
California Edison Company (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the provisions of the laws of the
State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation, as amended (hereinafter
called the "Articles"), authorize the issue of 12,000,000 shares of $100
Cumulative Preferred Stock which may be issued from time to time in one or more
series, and authorize the Board of Directors, within the limitations and
restrictions stated therein, to fix or alter, from time to time, the dividend
rights, dividend rate, conversion rights, voting rights (in addition to the
voting rights provided in the Articles), rights and terms of redemption
(including sinking fund provisions), the redemption price or prices and/or the
liquidation preferences of any wholly unissued series of $100 Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: Acting pursuant to authority delegated by the Board of
Directors of the corporation, the Executive Committee of the Board of Directors
at a meeting duly held on May 11, 1992, in the City of Rosemead, State of
California, at which meeting a quorum was present and acting throughout, did
duly adopt the following resolutions authorizing and providing for the creation
of a series of said $100 Cumulative Preferred Stock to be known as $100
Cumulative Preferred Stock, 7.23% Series, consisting of 1,000,000 shares, none
of the shares of such series having been issued:
"NOW, THEREFORE, BE IT RESOLVED, that 1,000,000 shares of the
presently authorized but unissued $100 Cumulative Preferred Stock of the par
value of one hundred dollars ($100) each of this corporation be and are hereby
determined to be and shall be of a series of said $100 Cumulative Preferred
Stock hereby designated as the $100 Cumulative Preferred Stock, 7.23% Series;
and
BE IT FURTHER RESOLVED, that the dividend rate, redemption prices,
rights and terms of redemption (including sinking fund provisions) and the
voluntary liquidation preferences of shares of such Series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of shares of such Series shall be seven and
23/100 per centum (7.23%) per annum of the par value of the shares thereof.
Dividends on shares of such Series, when and as declared, shall be payable
quarterly on the last day of January, April, July and October, respectively,
with the first such dividend payable on July 31, 1992.
(B) The shares of such Series shall not be subject to redemption
by this corporation prior to April 30, 2002. On and after April 30, 2002, the
redemption price shall be $100.00 per share, together with an amount equal to
all accumulated and unpaid dividends thereon to and including the date of
redemption.
33
34
(C) The shares of such Series shall also be redeemable in part
from time to time through the operation of the Sinking Fund hereinafter
referred to, at a redemption price of $100.00 per share, together with, in the
case of each of the shares thereof so to be redeemed, an amount equal to all
accumulated and unpaid dividends thereon to and including the date of
redemption (such price, including such amount, being hereinafter called the
"Sinking Fund Redemption Price").
(D) As and for a Sinking Fund for the shares of such Series, so
long as any such shares shall be outstanding, this corporation shall on each
April 30 (hereinafter called the "Sinking Fund Date"), commencing with April
30, 2002, (i) set aside a sum of money equal to the aggregate Sinking Fund
Redemption Price of a number of shares of such Series equal to the Sinking Fund
Amount (as hereinafter defined) in respect of such Sinking Fund Date (or such
lesser amount as may then be outstanding), and (ii) apply such money to the
redemption of such number of shares of such Series at the Sinking Fund
Redemption Price (this corporation's obligation above in this paragraph (D) in
respect of any Sinking Fund Date being hereinafter referred to as the "Sinking
Fund Obligation" for such date) in accordance with the provisions of the
Articles of Incorporation ("Articles"); provided, however, that if this
corporation for any reason fails to discharge its Sinking Fund Obligation on
any Sinking Fund Date, such Sinking Fund Obligation, to the extent not
discharged, shall become an additional Sinking Fund Obligation for each
succeeding Sinking Fund Date until fully discharged. Notwithstanding the
foregoing, this corporation shall have the right, at its option, to credit
against the Sinking Fund Obligation in respect of any Sinking Fund Date shares
of such Series theretofore purchased or acquired by this corporation otherwise
than through redemption pursuant to paragraph (B) hereof or this paragraph (D)
and not previously applied as a credit, and the Sinking Fund Obligation shall
be reduced by the amount of such credit. As used herein, the term "Sinking
Fund Amount" shall mean, as to each Sinking Fund Date (other than April 30,
2007), 50,000 shares and, as to April 30, 2007, 750,000 shares.
(E) In no event, so long as any shares of such Series shall be
outstanding, shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any stock of this corporation
ranking junior to shares of such Series as to payment of dividends or
liquidation preferences nor shall any shares of such stock ranking junior to
such Series be purchased, redeemed or otherwise acquired for value by this
corporation, unless this corporation shall have redeemed, pursuant to paragraph
(D) above, the number of shares of such Series required to have been
theretofore redeemed pursuant to such paragraph (D). The provisions of this
paragraph (E) shall in no manner limit the rights of holders of shares of such
Series to otherwise enforce any Sinking Fund Obligation.
(F) The liquidation preferences payable with respect to shares of
such Series in the event of any voluntary liquidation, dissolution or winding
up of the affairs of this corporation shall be $100.00 per share, together with
an amount equal to all accumulated and unpaid dividends thereon to and
including the date fixed for such distribution or payment."
Alan J. Fohrer
--------------------
Alan J. Fohrer
W. J. Scilacci
--------------------
W. J. Scilacci
34
35
Each of the undersigned declares under penalty of perjury that the
matters contained in the foregoing certificate are true of their own knowledge.
Executed in the City of Rosemead, State of California, on this 11th day of May,
1992.
Alan J. Fohrer
--------------------
Alan J. Fohrer
W. J. Scilacci
--------------------
W. J. Scilacci
35
36
EXHIBIT I
CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 6.45% SERIES
SOUTHERN CALIFORNIA EDISON COMPANY
_____________________
We, the undersigned, being the Vice President, Treasurer and Chief
Financial Officer and the Assistant Treasurer, respectively, of Southern
California Edison Company (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the provisions of the laws of the
State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation, as amended (hereinafter called
the "Articles"), authorize the issue of 12,000,000 shares of $100 Cumulative
Preferred Stock which may be issued from time to time in one or more series,
and authorize the Board of Directors, within the limitations and restrictions
stated therein, to fix or alter, from time to time, the dividend rights,
dividend rate, conversion rights, voting rights (in addition to the voting
rights provided in the Articles), rights and terms of redemption (including
sinking fund provisions), the redemption price or prices and/or the liquidation
preferences of any wholly unissued series of $100 Cumulative Preferred Stock,
and to fix the number of shares constituting any unissued series.
SECOND: Acting pursuant to authority delegated by the Board of
Directors of the Corporation, the Executive Committee of the Board of Directors
at a meeting duly held on July 7, 1992, in the City of Rosemead, State of
California, at which meeting a quorum was present and acting throughout, did
duly adopt the following resolutions authorizing and providing for the creation
of a series of said $100 Cumulative Preferred Stock to be known as $100
Cumulative Preferred Stock, 6.45% Series, consisting of 1,000,000 shares, none
of the shares of such series having been issued:
"NOW, THEREFORE, BE IT RESOLVED, that 1,000,000 shares of the
presently authorized but unissued $100 Cumulative Preferred Stock of the par
value of one hundred dollars ($100) each of this corporation be and are hereby
determined to be and shall be of a series of said $100 Cumulative Preferred
Stock hereby designated as the $100 Cumulative Preferred Stock, 6.45% Series;
and
BE IT FURTHER RESOLVED, that the dividend rate, redemption prices,
rights and terms of redemption and the voluntary liquidation preferences of
shares of such Series be and the same are hereby fixed, respectively, as
follows:
(A) The dividend rate of shares of such Series shall be six and
45/100 per centum (6.45%) per annum of the par value of the shares thereof.
Dividends on shares of such Series, when and as declared, shall be payable
quarterly on the last day of March, June, September and December, respectively,
with the first such dividend payable on September 30, 1992.
(B) The shares of such Series shall not be subject to redemption
by this corporation prior to June 30, 2002.
(C) The outstanding shares of such Series shall be mandatorily
redeemed in whole and not in part on June 30, 2002, at the redemption price of
$100.00 per share, together with an amount equal to all accumulated and unpaid
dividends thereon to and including the date of redemption (this corporation's
obligation above in this paragraph (C) being hereinafter referred to as the
"Mandatory Redemption Obligation") in accordance with the provisions of the
Articles of Incorporation.
36
37
(D) In no event, so long as any shares of such Series shall be
outstanding, shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any stock of this corporation
ranking junior to shares of such Series as to payment of dividends or
liquidation preferences nor shall any shares of such stock ranking junior to
such Series be purchased, redeemed or otherwise acquired for value by this
corporation, unless this corporation shall have redeemed, pursuant to paragraph
(C) above, the shares of such Series required to have been theretofore redeemed
pursuant to such paragraph (C). The provisions of this paragraph (D) shall in
no manner limit the rights of holders of shares of such Series to otherwise
enforce the Mandatory Redemption Obligation.
(E) The liquidation preferences payable with respect to shares of
such Series in the event of any voluntary liquidation, dissolution or winding
up of the affairs of this corporation shall be $100.00 per share, together with
an amount equal to all accumulated and unpaid dividends thereon to and
including the date fixed for such distribution or payment."
Alan J. Fohrer
Alan J. Fohrer
W. J. Scilacci
W. J. Scilacci
Each of the undersigned declares under penalty of perjury that the
matters contained in the foregoing certificate are true of their own knowledge.
Executed in the City of Rosemead, State of California, on this 7th day of July,
1992.
Alan J. Fohrer
Alan J. Fohrer
W. J. Scilacci
W. J. Scilacci
37
38
EXHIBIT J
CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 6.05% SERIES
SOUTHERN CALIFORNIA EDISON COMPANY
_____________________
We, the undersigned, being the Senior
Vice President, Treasurer and Chief Financial Officer and the Assistant
Treasurer, respectively, of Southern California Edison Company (hereinafter
called the "Corporation"), a corporation organized and existing under and by
virtue of the provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation, as amended (hereinafter called
the "Articles"), authorize the issue of 12,000,000 shares of $100 Cumulative
Preferred Stock which may be issued from time to time in one or more series,
and authorize the Board of Directors, within the limitations and restrictions
stated therein, to fix or alter, from time to time, the dividend rights,
dividend rate, conversion rights, voting rights (in addition to the voting
rights provided in the Articles), rights and terms of redemption (including
sinking fund provisions), the redemption price or prices and/or the liquidation
preferences of any wholly unissued series of $100 Cumulative Preferred Stock,
and to fix the number of shares constituting any unissued series.
SECOND: Acting pursuant to authority delegated by the Board of
Directors of the corporation, the Executive Committee of the Board of Directors
at a meeting duly held on March 23, 1993, in the City of Rosemead, State of
California, at which meeting a quorum was present and acting throughout, did
duly adopt the following resolutions authorizing and providing for the creation
of a series of said $100 Cumulative Preferred Stock to be known as $100
Cumulative Preferred Stock, 6.05% Series, consisting of 750,000 shares, none of
the shares of such series having been issued:
"NOW, THEREFORE, BE IT RESOLVED, that 750,000 shares of the presently
authorized but unissued $100 Cumulative Preferred Stock of the par value of one
hundred dollars ($100) each of this corporation be and are hereby determined to
be and shall be of a series of said $100 Cumulative Preferred Stock hereby
designated as the $100 Cumulative Preferred Stock, 6.05% Series; and
BE IT FURTHER RESOLVED, that the dividend rate, redemption prices,
rights and terms of redemption (including sinking fund provisions) and the
voluntary liquidation preferences of shares of such Series be and the same are
hereby fixed, respectively, as follows:
38
39
(A) The dividend rate of shares of such Series shall be six and
05/100 per centum (6.05%) per annum of the par value of the shares thereof.
Dividends on shares of such Series, when and as declared, shall be payable
quarterly on the last day of March, June, September and December, respectively,
with the first such dividend payable on June 30, 1993.
(B) The shares of such Series shall not be subject to redemption
by this corporation prior to March 31, 2003. On and after March 31, 2003, the
redemption price shall be $100.00 per share, together with an amount equal to
all accumulated and unpaid dividends thereon to and including the date of
redemption.
(C) The shares of such Series shall also be redeemable in part
from time to time through the operation of the Sinking Fund hereinafter
referred to, at a redemption price of $100.00 per share, together with, in the
case of each of the shares thereof so to be redeemed, an amount equal to all
accumulated and unpaid dividends thereon to and including the date of
redemption (such price, including such amount, being hereinafter called the
"Sinking Fund Redemption Price").
(D) As and for a Sinking Fund for the shares of such Series, so
long as any such shares shall be outstanding, this corporation shall on each
March 31 (hereinafter called the "Sinking Fund Date"), commencing on March 31,
2003, (i) set aside a sum of money equal to the aggregate Sinking Fund
Redemption Price of a number of shares of such Series equal to the Sinking Fund
Amount (as hereinafter defined) in respect of such Sinking Fund Date (or such
lesser amount as may then be outstanding), and (ii) apply such money to the
redemption of such number of shares of such Series at the Sinking Fund
Redemption Price (this corporation's obligation above in this paragraph (D) in
respect of any Sinking Fund Date being hereinafter referred to as the "Sinking
Fund Obligation" for such date) in accordance with the provisions of the
Articles of Incorporation ("Articles"); provided, however, that if this
corporation for any reason fails to discharge its Sinking Fund Obligation on
any Sinking Fund Date, such Sinking Fund Obligation, to the extent not
discharged, shall become an additional Sinking Fund Obligation for each
succeeding Sinking Fund Date until fully discharged. Notwithstanding the
foregoing, this corporation shall have the right, at its option, to credit
against the Sinking Fund Obligation in respect of any Sinking Fund Date shares
of such Series theretofore purchased or acquired by this corporation otherwise
than through redemption pursuant to paragraph (B) hereof or this paragraph (D)
and not previously applied as a credit, and the Sinking Fund Obligation shall
be reduced by the amount of such credit. As used herein, the term "Sinking
Fund Amount" shall mean, as to each Sinking Fund Date (other than March 31,
2008), 37,500 shares and, as to March 31, 2008, 562,500 shares.
40
(E) In no event, so long as any shares of such Series shall be
outstanding, shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any stock of this corporation
ranking junior to shares of such Series as to payment of dividends or
liquidation preferences nor shall any shares of such stock ranking junior to
such Series be purchased, redeemed or otherwise acquired for value by this
corporation, unless this corporation shall have redeemed, pursuant to paragraph
(D) above, the number of shares of such Series required to have been
theretofore redeemed pursuant to such paragraph (D). The provisions of this
paragraph (E) shall in no manner limit the rights of holders of shares of such
Series to otherwise enforce any Sinking Fund Obligation.
(F) The liquidation preferences payable with respect to shares of
such Series in the event of any voluntary liquidation, dissolution or winding
up of the affairs of this corporation shall be $100.00 per share, together with
an amount equal to all accumulated and unpaid dividends thereon to and
including the date fixed for such distribution or payment."
Alan J. Fohrer
--------------------------------
Alan J. Fohrer
Senior Vice President, Treasurer
and Chief Financial Officer
W. J. Scilacci
-------------------------------
W. J. Scilacci
Assistant Treasurer
Each of the undersigned declares under penalty of perjury that the
matters contained in the foregoing certificate are true of their own knowledge.
Executed in the City of Rosemead, State of California, on this 23rd day of
March, 1993.
Alan J. Fohrer
--------------------------------
Alan J. Fohrer
Senior Vice President, Treasurer
and Chief Financial Officer
W. J. Scilacci
--------------------------------
W. J. Scilacci
Assistant Treasurer
41
I, MOLLY K. BYRD, Assistant Secretary of SOUTHERN CALIFORNIA EDISON
COMPANY, certify that the attached is an accurate and complete copy of the
Restated Articles of Incorporation of this corporation as amended through June
1, 1993, and that the Restated Articles of Incorporation are now in full force
and effect and have not as of this date been amended, rescinded or superseded.
Molly K. Byrd
-----------------------------------------
Assistant Secretary
SOUTHERN CALIFORNIA EDISON COMPANY