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EXHIBIT 3.3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
AMERICAN STATES WATER COMPANY
(A CALIFORNIA CORPORATION)
Floyd E. Wicks and McClellan Harris III certify that:
1. They are the duly elected and acting President and Secretary,
respectively of Southern California Water Company (the "Corporation").
2. The Amended and Restated Articles of Incorporation of the Corporation
shall be amended by striking in its entirety the first full paragraph of Article
IV of the Amended and Restated Articles of Incorporation which now reads:
"This Corporation is authorized to issue three classes of stock
to be designated, respectively, "New Preferred Shares",
"Preferred Shares", and "Common Shares". The total number of
shares which this Corporation is authorized to issue is
30,233,200; 150,000 shares are to be New Preferred Shares with no
par value and a stated value of $100 per share and an aggregate
stated value of $15,000,000; 83,200 shares are to be Preferred
Shares with a par value of $25 per share and an aggregate par
value of $2,080,000; and 30,000,000 shares are to be Common
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Shares with no par value and a stated value of $2.50 per share
and an aggregate par value of $75,000,000."
and substituting therefore the following paragraph to read in full as follows:
"This Corporation is authorized to issue three classes of stock
to be designated, respectively, "New Preferred Shares",
"Preferred Shares", and "Common Shares". The total number of
shares which this Corporation is authorized to issue is
30,231,600; 150,000 shares are to be New Preferred Shares with no
par value and a stated value of $100 per share and an aggregate
stated value of $15,000,000; 81,600 shares are to be Preferred
Shares with a par value of $25 per share and an aggregate par
value of $2,040,000; and 30,000,000 shares are to be Common
Shares with no par value and a stated value of $2.50 per share
and an aggregate par value of $75,000,000."
3. The Restated Articles of Incorporation of the Corporation shall be
further amended by striking in its entirety paragraph (ii) of Section 15 of
Article IV of the Amended and Restated Articles of Incorporation which now
reads:
"(ii) Number of Shares. The authorized number of shares
constituting said Preferred Shares, 5% Series, shall be 19,200."
and substituting therefore the following paragraph to read in full as follows:
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"(ii) Number of Shares. The authorized number of shares
constituting said Preferred Shares, 5% Series, shall be 17,600."
4. The foregoing amendment set forth in paragraph 3 of this Certificate,
as well as the portion of the amendment in Article IV, Section 7, paragraph (ii)
that relates to the "Preferred Shares," are each amendments that may be adopted
by the Board of Directors alone (and which were so adopted) because the
amendments are required by Section 510 of the California General Corporation Law
to reflect the reacquisition of a portion of the Corporation's Preferred Shares,
5% Series, $25 par value, in accordance with the sinking fund provisions
thereof. Such reacquired Preferred Shares cannot be reissued.
5. The foregoing amendments have been duly approved by the Board of
Directors as required by Section 905(b) of the California General Corporation
Law.
We further declare, under penalty of perjury under the laws of the State
of California, that the matters set forth in this Certificate of Amendment are
true and correct.
IN WITNESS WHEREOF, the undersigned have executed this Certificate in
San Dimas, California on this 25th day of August, 1998.
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FLOYD E. WICKS, President
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McCLELLAN HARRIS III, Secretary
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August 25, 1998
Office of the Secretary of State
State of California
Attn: Certification Unit
1500 - 11th Street
Sacramento, CA 95814
Ladies and Gentlemen:
RE: American States Water Company
Corporate No. 137226
Please find enclosed herewith for filing two (2) originals of a Certificate of
Amendment of Restated Articles of Incorporation of American States Water
Company, a California Corporation. One original should be filed with your office
and the other is to be date stamped and returned to me in the enclosed
self-addressed, prepaid envelope.
In addition, please find the Corporation's check for $30.00, which represents
the filing fee.
Any questions regarding this matter should be directed to the undersigned person
at (909) 394-3600, extension 705.
Sincerely,
McClellan Harris III
Vice President - Finance,
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Chief Financial Officer,
Treasurer and Secretary
Enclosure(s)