EXHIBIT 3(i)
PP&L, INC.
AMENDED AND RESTATED ARTICLES OF INCORPORATION
ARTICLE I. The name of the Corporation is
PP&L, INC.
ARTICLE II. The location and post office address of the registered office of
the Corporation in this Commonwealth is
Two North Ninth Street
Allentown, Pennsylvania 18101
ARTICLE III. The purpose or purposes for which the Corporation is incorporated
under the Business Corporation Law of the Commonwealth of Pennsylvania are to
engage in, and do any lawful act concerning, any or all lawful business for
which a corporation may be incorporated under said Business Corporation Law,
including but not limited to:
1. The supply of light, heat or power to the public by means of electricity
or by any other means.
2. The production, generation, manufacture, transmission, storage,
distribution or furnishing of artificial or natural gas, electricity or steam
or air conditioning or refrigerating services, or any combination thereof to
or for the public.
3. The diverting, pumping or impounding of water for the development or
furnishing of hydroelectric power to or for the public.
4. The transportation of artificial or natural gas, electricity, petroleum
or petroleum products or water or any combination of such substances for the
public.
5. The diverting, developing, pumping, impounding, distributing or
furnishing of water from either surface or subsurface sources to or for the
public.
6. Manufacturing, processing, owning, using and dealing in personal property
of every class and description, engaging in research and development, the
furnishing of services, and acquiring, owning, using and disposing of real
property of every nature whatsoever.
ARTICLE IV. The term for which the Corporation is to exist is perpetual.
ARTICLE V. The aggregate number of shares which the Corporation shall have
authority to issue is 185,629,936 shares, divided into 629,936 shares of 4-1/2%
Preferred Stock, par value $100 per share; 10,000,000 shares of Series Preferred
Stock, par value $100 per share; 5,000,000 shares of Preference Stock, without
nominal or par value; and 170,000,000 shares of Common Stock, without nominal or
par value.
ARTICLE VI. The designations, preferences, qualifications, limitations,
restrictions, and the special or relative rights in respect of the shares of
each class shall be as follows:
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DIVISION A -- 4-1/2% PREFERRED STOCK
Section 1. Dividend Rate. The 4-1/2% Preferred Stock shall be entitled to
dividends, as provided in Division C, at the rate of four and one-half percent
(4-1/2%) per annum, such dividends to be cumulative from the date of issuance
thereof.
Section 2. Restrictions on Certain Corporate Action. (A) Upon the vote of
a majority of all the Directors of the Corporation and of a majority of the
total number of shares of stock then issued and outstanding and entitled to
vote, the Corporation may from time to time create or authorize one or more
other classes of stock with such designations, rights, privileges, limitations,
preferences, voting powers, prohibitions, restrictions or qualifications of the
voting and other rights and powers and terms as to redemption as may be
determined by said vote, which may be the same or different from the
designations, rights, privileges, limitations, preferences, voting powers,
prohibitions, restrictions or qualifications of the classes of stock of the
Corporation then authorized; provided, however, that no new class of stock shall
hereafter be created or authorized which is entitled to dividends or shares in
distribution of assets on a parity with or in priority to the 4-1/2% Preferred
Stock, nor shall there be created or authorized any securities convertible into
shares of any such stock, unless the holders of record of not less than two-
thirds of the number of shares of 4-1/2% Preferred Stock then outstanding shall
consent thereto in writing or by voting therefor in person or by proxy at the
meeting of shareholders at which the creation or authorization of such new class
of stock or such convertible securities is considered. Any such vote may
authorize any shares of any class then authorized but unissued to be issued as
shares of such new class or classes.
(B) The expressed rights, privileges, terms and conditions of the 4-1/2%
Preferred Stock then outstanding shall not be amended, altered, changed or
repealed in a manner substantially prejudicial to the holders thereof unless the
holders of record of not less than two-thirds of the number of shares of the 4-
1/2% Preferred Stock then outstanding shall consent thereto in writing or by
voting therefor in person or by proxy at the meeting of shareholders at which
such amendment, alteration, change or repeal is considered.
DIVISION B -- SERIES PREFERRED STOCK
Section 1. Division into Series. (A) All shares of Series Preferred Stock
shall be identical except that the dividend rate, the amount to which such
shares shall be entitled upon redemption and upon liquidation, the sinking fund,
if any, as well as the provisions, if any, with respect to convertibility may
vary between different series. The Series Preferred Stock may be divided into,
and issued from time to time, in one or more series, each of such series to have
such distinctive designation, terms, relative rights, privileges, limitations,
preferences and voting powers and such prohibitions, restrictions, and
qualifications of the voting and other rights and powers as are fixed and
determined in this Article VI or in a resolution or resolutions providing for
the issue of such series adopted by the Board of Directors as provided in this
Division B.
(B) Authority is hereby expressly granted to the Board of Directors to
establish one or more series of Series Preferred Stock and with respect to each
series to fix and determine by resolution or resolutions providing for the issue
of such series:
(1) the number of shares to constitute such series and the distinctive
designation thereof to distinguish the shares thereof from the shares of all
other series and classes;
(2) the dividend rate on the shares of such series, and the date or dates
from which dividends shall be cumulative;
(3) the amount to which shares of such series shall be entitled upon
redemption;
(4) the amount to which shares of such series shall be entitled upon
liquidation;
(5) the amount of the sinking fund, if any, for the purchase or redemption
of shares of such series; and
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(6) the terms and conditions, if any, upon which the shares of such series
may be converted into other securities of the Corporation.
Section 2. Restrictions on Certain Corporate Action. (A) Upon the vote of
a majority of all of the Directors of the Corporation and of a majority of the
total number of shares of stock then issued and outstanding and entitled to
vote, the Corporation may from time to time create or authorize one or more
classes of stock in addition to the Series Preferred Stock, the 4-1/2% Preferred
Stock, the Preference Stock and the Common Stock, with such designations,
rights, privileges, limitations, preferences, voting powers, prohibitions,
restrictions or qualifications of the voting and other rights and powers and
terms as to redemption as may be determined by said vote, which may be the same
or different from the designations, rights, privileges, limitations,
preferences, voting powers, prohibitions, restrictions or qualifications of the
classes of stock of the Corporation then authorized; provided, however, that no
new class of stock shall hereafter be created or authorized which is entitled to
dividends or shares in distribution of assets on a parity with or in priority to
the Series Preferred Stock, nor shall there be created or authorized any
securities convertible into shares of any such stock, unless the holders of
record of not less than two-thirds of the number of shares of the Series
Preferred Stock and the 4-1/2% Preferred Stock then outstanding (consenting or
voting as a single class separate from the holders of the Preference Stock and
the Common Stock) shall consent thereto in writing or by voting therefor in
person or by proxy at the meeting of shareholders at which the creation or
authorization of such new class of stock or such convertible securities is
considered. Any such vote may authorize any shares of any class then authorized
but unissued to be issued as shares of such new class or classes.
(C) The provisions of this Section 2 of this Division B requiring the approval
of a specified percentage of the holders of the Series Preferred Stock and the
4-1/2% Preferred Stock voting or consenting as a class shall be construed as in
addition to and not in substitution for, any provisions of Division A of this
Article VI requiring the approval of the holders of a specified percentage of
the 4-1/2% Preferred Stock.
(D) The expressed rights, privileges, terms and conditions of the Series
Preferred Stock then outstanding, insofar as they are set forth in the foregoing
subsections of this Section 2 shall not be amended, altered, changed or repealed
in a manner substantially prejudicial to the holders thereof unless (1) the
holders of record of not less than two-thirds of the number of shares of the
Series Preferred Stock and the 4-1/2% Preferred Stock then outstanding
(consenting or voting as a single class separate from the holders of the
Preference Stock and the Common Stock) shall consent thereto in writing or by
voting therefor in person or by proxy at the meeting of shareholders at which
such amendment, alteration, change or repeal is considered, and (2) the
expressed rights, privileges, terms and conditions of the 4-1/2% Preferred
Stock, are, at the same time, similarly amended, altered, changed or repealed.
The expressed rights, privileges, terms and conditions of the Series Preferred
Stock then outstanding, other than those set forth in the foregoing subsections
of this Section 2, shall not be amended, altered, changed or repealed in a
manner substantially prejudicial to the holders thereof unless the holders of
record of not less than two-thirds of the number of shares of the Series
Preferred Stock then outstanding shall consent thereto in writing or by voting
therefor in person or by proxy at the meeting of shareholders at which such
amendment, alteration, change or repeal is considered.
Section 3. Variations Among Series of Series Preferred Stock. (A) 4.60%
Series Preferred Stock. The terms of the "4.60% Series Preferred Stock," in the
respects in which the shares of such series may vary from shares of other series
of the Series Preferred Stock shall be as follows: the dividend rate shall be
4.60% per annum, and dividends on each share of such series shall be cumulative
from the date or dates of initial issue of shares of such series; the redemption
price shall be $103 per share at any time; $103 per share shall be payable upon
any voluntary liquidation, dissolution or winding up of the Corporation and $100
per share shall be payable upon any involuntary liquidation, dissolution or
winding up of the Corporation. The number of shares of this series authorized is
63,000 shares.
(B) 4.40% Series Preferred Stock. The terms of the "4.40% Series Preferred
Stock" in the respects in which the shares of such series may vary from shares
of other series of the Series Preferred Stock shall be as follows: the dividend
rate shall be 4.40% per annum, and dividends on each share of such series shall
be cumulative from the date or dates of the initial issue of shares of such
series; the redemption price shall be $102 per share at any time; $102 per share
shall be payable upon any voluntary liquidation, dissolution or winding up of
the Corporation and
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$100 per share shall be payable upon any involuntary liquidation, dissolution or
winding up of the Corporation. The number of shares of this series authorized is
229,214 shares.
(C) 3.35% Series Preferred Stock. The terms of the "3.35% Series Preferred
Stock" in the respects in which the shares of such series may vary from shares
of other series of the Series Preferred Stock shall be as follows: the dividend
rate shall be 3.35% per annum and dividends on each share of such Series shall
be cumulative from the date or dates of the initial issue of shares of such
series; the redemption price shall be $103.50 per share at any time; $103.50 per
share shall be payable upon any voluntary liquidation, dissolution or winding up
of the Corporation and $100 per share shall be payable upon any involuntary
liquidation, dissolution or winding up of the Corporation. The number of shares
of this series authorized is 53,248 shares.
(D) 6.75% Series Preferred Stock. The terms of the "6.75% Series Preferred
Stock" in the respects in which the shares of such series may vary from shares
of other series of the Series Preferred Stock shall be as follows:
(1) The dividend rate shall be 6.75% per annum and dividends on each share
of such Series shall be cumulative from the date or dates of the initial issue
of shares of such series;
(2) Shares of this Series are not redeemable prior to October 1, 2003. On or
after October 1, 2003, the Corporation may, by resolution of the Board of
Directors or the Executive Committee of the Board of Directors, redeem all, or
from time to time, any part of the outstanding shares of this Series, at the
following redemption prices per share:
IF REDEEMED DURING TWELVE MONTH REDEMPTION
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PERIOD ENDING SEPTEMBER 30 PRICES
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2004.............................................. 103.38%
2005.............................................. 103.04
2006.............................................. 102.70
2007.............................................. 102.36
2008.............................................. 102.03
2009.............................................. 101.69
2010.............................................. 101.35
2011.............................................. 101.01
2012.............................................. 100.68
2013.............................................. 100.34
and thereafter at $100.00 per share. Any shares of this Series which are
redeemed, repurchased or otherwise reacquired by the Corporation shall,
until further action by the Board of Directors or the Executive
Committee of the Board of Directors, have the status of authorized and
unissued shares of Series Preferred Stock, without designation as to
series.
(3) $100.00 per share shall be payable upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation. The shares of this
Series shall not be convertible into shares of any other class or classes or
into any other securities of the Corporation. The number of shares of this
series authorized is 850,000 shares.
(E) 6.125% Series Preferred Stock. The terms of the "6.125% Preferred Stock"
in the respects in which the shares of such series may vary from shares of other
series of the Series Preferred Stock shall be as follows:
(1) The dividend rate shall be 6.125% per share per annum and dividends on
each share of such Series shall be cumulative from the date or dates of the
initial issue of shares of such Series;
(2) So long as any shares of this Series remain outstanding, the
Corporation, after full dividends on all outstanding shares of the 4-1/2%
Preferred Stock and the Series Preferred Stock, including this Series, for all
past dividend periods shall have been paid or set aside, shall redeem as and
for a sinking fund for the retirement of this Series (the "6.125% Sinking
Fund"), out of funds legally available therefor, (i) annually on October 1 in
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each of the years 2003 through 2007, 57,500 shares of this Series, and (ii) on
October 1, 2008, the remaining shares of this Series. The Corporation's
obligation to make redemptions for the 6.125% Sinking Fund on any such October
1 as provided in this subparagraph (2) (such obligations on each such date
being herein called the "6.125% Sinking Fund Obligation") shall be
cumulative so that if on any such October 1 the funds of the Corporation
legally available for the 6.125% Sinking Fund shall be insufficient to permit
the Corporation to discharge its 6.125% Sinking Fund Obligation on such date,
or if for any other reason such 6.125% Sinking Fund Obligation shall not have
been discharged in full on such date, then such 6.125% Sinking Fund
Obligation, to the extent not discharged, shall become an additional 6.125%
Sinking Fund Obligation for each succeeding October 1 until fully discharged.
The price at which shares of this Series shall be called for redemption
through the 6.125% Sinking Fund shall be $100 per share, plus an amount equal
to accumulated and unpaid dividends to the date of such redemption computed as
provided in Section 5 of Division C of Article VI of these Amended and
Restated Articles of Incorporation. The Corporation's 6.125% Sinking Fund
Obligation may be discharged, in whole or part, by the application of any
shares of this Series purchased or otherwise acquired by the Corporation on or
before such date. If the Corporation shall for any reason fail to discharge in
full its 6.125% Sinking Fund Obligation on any such October 1, the Corporation
shall not thereafter, unless and until such 6.125% Sinking Fund Obligation and
its 6.125% Sinking Fund Obligation for each and every prior October 1 shall
have been discharged in full, declare or pay any dividend on, or make any
other distribution of property with respect to, or purchase or otherwise
acquire, any of its Common Stock.
(3) Shares of this Series are not redeemable prior to October 1, 2003. On
and after October 1, 2003, the Corporation may, by resolution of the Board of
Directors or the Executive Committee of the Board of Directors, redeem all, or
from time to time, any part of the outstanding shares of this Series at $100
per share. Any shares of this Series which are redeemed, repurchased or
otherwise reacquired by the Corporation shall, until further action by the
Board of Directors or the Executive Committee of the Board of Directors, have
the status of authorized and unissued shares of Series Preferred Stock,
without designation as to series.
(4) $100.00 per share shall be payable upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation. The shares of this
Series shall not be convertible into shares of any other class or classes or
into any other securities of the Corporation. The number of shares of this
series authorized is 1,150,000 shares.
(F) 6.33% Series Preferred Stock. The terms of the "6.33% Preferred Stock"
in the respects in which the shares of such series may vary from shares of other
series of the Series Preferred Stock shall be as follows:
(1) The dividend rate shall be 6.33% per share per annum and dividends on
each share of such Series shall be cumulative from the date or dates of the
initial issue of shares of such Series;
(2) So long as any shares of this Series remain outstanding, the
Corporation, after full dividends on all outstanding shares of the 4-1/2%
Preferred Stock and the Series Preferred Stock, including this Series, for all
past dividend periods shall have been paid or set aside, shall redeem as and
for a sinking fund for the retirement of this Series (the "6.33% Sinking
Fund"), out of funds legally available therefor, (i) annually on July 1 in
each of the years 2003 through 2007, 50,000 shares of this Series, and (ii) on
July 1, 2008, the remaining shares of this Series. The Corporation's
obligation to make redemptions for the 6.33% Sinking Fund on any such July 1
as provided in this subparagraph (2) (such obligations on each such date being
herein called the "6.33% Sinking Fund Obligation") shall be cumulative so
that if on any such July 1 the funds of the Corporation legally available for
the 6.33% Sinking Fund shall be insufficient to permit the Corporation to
discharge its 6.33% Sinking Fund obligation on such date, or if for any other
reason such 6.33% Sinking Fund Obligation shall not have been discharged in
full on such date, then such 6.33% Sinking Fund Obligation, to the extent not
discharged, shall become an additional 6.33% Sinking Fund Obligation for each
succeeding July 1 until fully discharged. The price at which shares of this
Series shall be called for redemption through the 6.33% Sinking Fund shall be
$100 per share, plus an amount equal to accumulated and unpaid dividends to
the date of such redemption computed as provided in Section 5 of Division C of
Article VI of these Amended and Restated Articles of Incorporation. The
Corporation's 6.33% Sinking Fund Obligation may be discharged, in whole or
part, by the application of any shares of this Series purchased or otherwise
acquired by the Corporation on or
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before such date. If the Corporation shall for any reason fail to discharge in
full its 6.33% Sinking Fund Obligation on any such July 1, the Corporation
shall not thereafter, unless and until such 6.33% Sinking Fund Obligation and
its 6.33% Sinking Fund Obligation for each and every prior July 1 shall have
been discharged in full, declare or pay any dividend on, or make any other
distribution of property with respect to, or purchase or otherwise acquire,
any of its Common Stock.
(3) Shares of this Series are not redeemable prior to October 1, 2003. On
and after October 1, 2003, the Corporation may, by resolution of the Board of
Directors or the Executive Committee of the Board of Directors, redeem all, or
from time to time, any part of the outstanding shares of this Series at $100
per share. Any shares of this Series which are redeemed, repurchased or
otherwise reacquired by the Corporation shall, until further action by the
Board of Directors or the Executive Committee of the Board of Directors, have
the status of authorized and unissued shares of Series Preferred Stock,
without designation as to series.
(4) $100.00 per share shall be payable upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation. The shares of this
Series shall not be convertible into shares of any other class or classes or
into any other securities of the Corporation. The number of shares of this
series authorized is 1,000,000 shares.
(G) 5.95% Series Preferred Stock. The terms of the "5.95% Preferred Stock"
in the respects in which the shares of such series may vary from shares of other
series of the Series Preferred Stock shall be as follows:
(1) The dividend rate shall be 5.95% per share per annum and dividends on
each share of such Series shall be cumulative from the date or dates of the
initial issue of shares of such Series;
(2) The Corporation, after full dividends on all outstanding shares of the
4-1/2% Preferred Stock and the Series Preferred Stock including this Series,
for all past dividend periods shall have been paid or set aside, shall redeem
as and for a sinking fund for the retirement of this Series (the "5.95%
Sinking Fund"), out of funds legally available therefor, on April 1, 2001,
all of the outstanding shares of this Series. If on April 1, 2001, the
required number of shares shall not be redeemed because of the lack of legally
available funds, or for any other reason, the amount required to be redeemed
shall be carried forward until such obligation is fully discharged. The price
at which shares of this Series shall be called for redemption through the
5.95% Sinking Fund shall be $100 per share, plus an amount equal to
accumulated and unpaid dividends to the date of such redemption computed as
provided in Section 5 of Division C of Article VI of these Amended and
Restated Articles of Incorporation. If the Corporation shall for any reason
fail to discharge in full its 5.95% Sinking Fund obligation on April 1, 2001,
the Corporation shall not thereafter, unless and until such 5.95% Sinking Fund
obligation shall have been discharged in full, declare or pay any dividend on,
or make any other distribution of property with respect to, or purchase or
otherwise acquire, any of its Common Stock. Any shares of this Series which
are redeemed, repurchased or otherwise reacquired by the Corporation shall,
until further action by the Board of Directors or the Executive Committee of
the Board of Directors, have the status of authorized and unissued shares of
Series Preferred Stock, without designation as to series.
(3) The amount per share for this Series payable to the holders thereof upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation shall be $100. The shares of this Series shall not be convertible
into shares of any other class or classes or into any other securities of the
Corporation. The number of shares of this Series authorized is 300,000 shares.
(H) 6.05% Series Preferred Stock. The terms of the "6.05% Preferred Stock"
in the respects in which the shares of such series may vary from shares of other
series of the Series Preferred Stock shall be as follows:
(1) The dividend rate shall be 6.05% per share per annum and dividends on
each share of such Series shall be cumulative from the date or dates of the
initial issue of shares of such Series;
(2) The Corporation, after full dividends on all outstanding shares of the
4-1/2% Preferred Stock and the Series Preferred Stock, including this Series,
for all past dividend periods shall have been paid or set aside,
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shall redeem as and for a Sinking Fund for the retirement of this Series (the
"6.05% Sinking Fund"), out of funds legally available therefor, on April 1,
2002, all of the outstanding shares of this Series. If on April 1, 2002, the
required number of shares shall not be redeemed because of the lack of legally
available funds, or for any other reason, the amount required to be redeemed
shall be carried forward until such obligation is fully discharged. The price
at which shares of this Series shall be called for redemption through the
6.05% Sinking Fund shall be $100 per share, plus an amount equal to
accumulated and unpaid dividends to the date of such redemption computed as
provided in Section 5 of Division C of Article VI of these Amended and
Restated Articles of Incorporation. If the Corporation shall for any reason
fail to discharge in full its 6.05% Sinking Fund obligation on April 1, 2002,
the Corporation shall not thereafter, unless and until such 6.05% Sinking Fund
obligation shall have been discharged in full, declare or pay any dividend on,
or make any other distribution of property with respect to, or purchase or
otherwise acquire, any of its Common Stock. Any shares of this Series which
are redeemed, repurchased or otherwise reacquired by the Corporation shall,
until further action by the Board of Directors or the Executive Committee of
the Board of Directors, have the status of authorized and unissued shares of
Series Preferred Stock, without designation as to series.
(3) The amount per share for this Series payable to the holders thereof upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation shall be $100. The shares of this Series shall not be convertible
into shares of any other class or classes or into any other securities of the
Corporation. The number of shares of this Series authorized is 250,000 shares.
(I) 6.15% Series Preferred Stock. The terms of the "6.15% Preferred Stock"
in the respects in which the shares of such series may vary from shares of other
series of the Series Preferred Stock shall be as follows:
(1) The dividend rate shall be 6.15% per share per annum and dividends on
each share of such Series shall be cumulative from the date or dates of the
initial issue of shares of such Series;
(2) The Corporation, after full dividends on all outstanding shares of the
4-1/2% Preferred Stock and the Series Preferred Stock, including this Series,
for all past dividend periods shall have been paid or set aside, shall redeem
as and for a sinking fund for the retirement of this Series (the "6.15%
Sinking Fund"), out of funds legally available therefor, on April 1, 2003,
all of the outstanding shares of this Series. If on April 1, 2003, the
required number of shares shall not be redeemed because of the lack of legally
available funds, or for any other reason, the amount required to be redeemed
shall be carried forward until such obligation is fully discharged. The price
at which shares of this Series shall be called for redemption through the
6.15% Sinking Fund shall be $100 per share, plus an amount equal to
accumulated and unpaid dividends to the date of such redemption computed as
provided in Section 5 of Division C of Article VI of these Amended and
Restated Articles of Incorporation. If the Corporation shall for any reason
fail to discharge in full its 6.15% Sinking Fund obligation on April 1, 2003,
the Corporation shall not thereafter, unless and until such 6.15% Sinking Fund
obligation shall have been discharged in full, declare or pay any dividend on,
or make any other distribution of property with respect to, or purchase or
otherwise acquire, any of its Common Stock. Any shares of this Series which
are redeemed, repurchased or otherwise reacquired by the Corporation shall,
until further action by the Board of Directors or the Executive Committee of
the Board of Directors, have the status of authorized and unissued shares of
Series Preferred Stock, without designation as to series.
(3) The amount per share for this Series payable to the holders thereof upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation shall be $100. The shares of this Series shall not be convertible
into shares of any other class or classes or into any other securities of the
Corporation. The number of shares of this Series authorized is 250,000 shares.
(J) For the purposes of the foregoing paragraphs (A) through (I), the terms
"involuntary liquidation, dissolution or winding up" shall include, without
being limited to, a liquidation, dissolution or winding up of the Corporation
resulting in the distribution of all of the net proceeds of a sale, lease or
conveyance of all or substantially all of the property or business of the
Corporation to any governmental body including, without limitation, any
municipal corporation or political subdivision or authority.
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DIVISION C -- PROVISIONS APPLICABLE TO BOTH THE 4-1/2%
PREFERRED STOCK AND THE SERIES PREFERRED STOCK
Section 1. General. The term "Preferred Stock" whenever used in this
Article VI, shall be deemed to include the 4-1/2% Preferred Stock, the Series
Preferred Stock and any other class of stock entitled to dividends on a parity
with the 4-1/2% Preferred Stock and Series Preferred Stock.
Section 2. Dividends. (A) The shares of Preferred Stock shall be entitled
to the payment of dividends on a parity with each other at the rate or rates
established by or pursuant to the provisions of this Article VI and in
preference to the Preference Stock and the Common Stock, but only when and as
declared by the Board of Directors, out of funds legally available for the
payment of dividends.
(B) Said dividends shall be payable quarterly on January 1, April 1, July 1
and October 1 of each year or otherwise as the Board of Directors may determine,
to shareholders of record as of a date not exceeding forty (40) days and not
less than ten (10) days preceding such dividend payment dates, to be fixed by
the Board of Directors. The holders of the Preferred Stock shall not be entitled
to receive any dividends thereon out of net profits or surplus earnings other
than dividends established by or pursuant to this Article VI.
Section 3. Preferences In Distribution. The shares of the 4-1/2% Preferred
Stock and the Series Preferred Stock shall be entitled to share on a parity with
each other, and shall have a preference over the Preference Stock and the Common
Stock, upon any voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, or upon any distribution of assets, other than net profits
or surplus earnings until there shall have been paid in respect of the shares
of:
(a) 4-1/2% Preferred Stock -- the full par value thereof, or
(b) Series Preferred Stock -- the liquidation price fixed as provided in
Division B;
plus, in either case, an amount, if any, by which an amount equivalent to the
annual dividend upon such shares from the date after which dividends thereon
became cumulative to the date of liquidation exceeds the dividends actually paid
thereon or declared and set apart for payment thereon from such date to the date
of liquidation. The 4-1/2% Preferred Stock and the Series Preferred Stock shall
not receive any share in any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation or in any distribution of assets in excess of
the aggregate amount specified in this section.
Section 4. Voting Rights. (A) Except as otherwise provided in these Amended
and Restated Articles of Incorporation, each share of the 4-1/2% Preferred
Stock, the Series Preferred Stock, the Common Stock and (if, and to the extent,
stated in the resolution or resolutions providing for the issue of a series of
Preference Stock) the Preference Stock shall be equal in voting power and shall
entitle the holder thereof to one vote upon any question presented to any
shareholders meeting, it being hereby agreed and declared that a majority in
number of shares regardless of the class to which such shares may belong is a
majority in value or in interest within the meaning of any statute or law
requiring the consent of stockholders holding a majority in interest or a
greater amount in value of stock of the Corporation.
(B) If and when dividends payable on any shares of Preferred Stock shall be in
default in an amount equivalent to the annual dividend, or more, per share, and
thereafter until all dividends on the Preferred Stock (of all classes and
series) in default shall have been paid, the holders of the Preferred Stock
voting as a single class, separate from the holders of the Preference Stock and
the Common Stock, shall be entitled to elect the smallest number of directors
necessary to constitute a majority of the full Board of Directors, and the
holders of the Common Stock and the Preference Stock (if, and to the extent,
stated in the resolution or resolutions providing for the issue of a series of
Preference Stock), voting separately as a class, shall have the right to elect
the remaining directors of the Corporation. The terms of office, as directors,
of all persons who may be directors of the Corporation at the time shall
terminate upon the election of a majority of the Board of Directors by the
holders of the Preferred Stock, except that, if the holders of the Preference
Stock and/or the Common Stock shall not have exercised their right to
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elect directors of the Corporation (either by voting together as a single class
or by voting separately as two distinct classes, as the case may be) because of
the lack of a quorum consisting of a majority of the required class, then such
remaining directors shall be elected by the directors whose term of office is
thus terminated and who have not been elected by the holders of the Preferred
Stock as a class; and in that event, such elected directors shall hold office
for the interim period, pending such time s a quorum of the requisite class
shall be present at a meeting held for the election of directors.
(C) If and when all dividends then in default on the Preferred Stock, then
outstanding, shall be paid (and such dividends shall be declared and paid out of
any funds legally available therefor as soon as reasonably practicable), the
holders of the Preferred Stock shall be divested of any special right with
respect to the election of directors and the voting power of the holders of the
Preferred Stock and the holders of the Common Stock and the Preference Stock (to
the extent stated in the resolution or resolutions providing for the issue of a
series of Preference Stock) shall revert to the status existing before the first
dividend payment date on which dividends on any shares of the Preferred Stock
were not paid in full; but always subject to the same provisions for vesting
such special rights in the holders of the Preferred Stock in case of further
like default or defaults on dividends thereon. Upon the termination of any such
special voting right, the terms of office of all persons who may have been
elected directors of the Corporation by vote of the holders of the Preferred
Stock, as a class, pursuant to such special voting right shall forthwith
terminate, and the resulting vacancies shall be filled by the vote of a majority
of the remaining directors.
(D) In case of any vacancy in the office of a director occurring among the
directors elected by the holders of the Preferred Stock, voting as a single
class separate from the holders of the Common Stock and the holders of any
series of Preference Stock with voting rights, the remaining directors elected
by the holders of the Preferred Stock, by affirmative vote of a majority
thereof, or the remaining director so elected if there be but one, may elect a
successor or successors to hold office for the unexpired terms of the director
or directors whose place or places shall be vacant.
(E) In case of any vacancy in the office of a director occurring among the
directors not elected by the holders of the Preferred Stock, the remaining
directors not elected by the holders of the Preferred Stock, by affirmative vote
of a majority thereof, or the remaining such director if there be but one, may
elect a successor or successors to hold office for the unexpired term of the
director or directors whose place or places shall be vacant.
(F) Whenever the right shall have accrued to the holders of the Preferred
Stock to elect directors, voting as a single class separate from the holders of
the Common Stock and the holders of any series of Preference Stock with voting
rights, then upon request in writing signed by any holder of the Preferred Stock
entitled to vote, delivered by registered mail or in person to the president, a
vice president or secretary of the Corporation, it shall be the duty of such
officer forthwith to cause notice to be given to the shareholders entitled to
vote of a meeting to be held at such time as such officer may fix, not less than
ten (10) nor more than sixty (60) days after the receipt of such request, for
the purpose of electing directors. At all meetings of shareholders held for the
purpose of electing directors during such time as the holders of a class or
classes of stock shall have the special right, voting as a single class,
separate from the holders of the other class or classes of stock (not entitled
to such special right), to elect directors, the presence in person or by proxy
of the holders of a majority of such other class or classes of stock (counted
either separately as single classes or together as a single class, as the case
may be) shall be required to constitute a quorum of such class or classes for
the election of directors, and the presence in person or by proxy of the holders
of a majority of the outstanding shares of the class or classes of stock
entitled to such special right shall be required to constitute a quorum of such
class or classes for the election of directors; provided, however, that the
absence of a quorum of the holders of any such class or classes of stock shall
not prevent the election at any such meeting or any adjournment thereof of
directors by any other class or classes if the necessary quorum of the holders
of stock of such other class or classes is present in person or by proxy at such
meeting or adjournment thereof; and provided further that in the event a quorum
of the holders of the Preferred Stock is not present, then the election of the
directors elected by the holders of any other class or classes of stock shall
not become effective and the directors so elected by such other class or classes
of stock shall not assume their offices and duties until the holders of the
Preferred Stock shall have elected the directors they shall be entitled to
elect; and provided further, however, that in the absence of a quorum of the
holders of stock of any class, a majority of the holders of the stock of such
class who are present in person or by proxy shall have the power to adjourn the
election of the directors to be elected by such class from day
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to day or for such longer periods, not exceeding 15 days, each, as such majority
shall direct without notice other than announcement at the meeting until the
requisite number of holders of such class shall be present in person or by
proxy.
Section 5. Redemption. (A) By a majority vote of the Board of Directors of
the Corporation:
(1) the 4-1/2% Preferred Stock may be redeemed in whole or in part at any
time at One Hundred Ten Dollars ($110.00) per share, or
(2) any series of Series Preferred Stock may be redeemed in whole or in part
at any time at the redemption price fixed and determined as specified in
Division B;
plus, in either case, an amount, if any, by which an amount equivalent to the
annual dividend upon such shares from the date after which dividends thereon
became cumulative to the date of redemption exceeds the dividends actually paid
thereon or declared and set apart for payment thereon from such date to the date
of redemption. If, pursuant to such vote, less than all of the shares of any
class or series thereof of the Preferred Stock are to be redeemed, the shares to
be redeemed shall be selected by lot, in such manner as the Board of Directors
of the Corporation shall determine, by a bank or trust company chosen for that
purpose by the Board of Directors of the Corporation.
(B) Nothing herein contained shall limit any right of the Corporation to
purchase or otherwise acquire any shares of the Preferred Stock.
(C) Notice of the intention of the Corporation to redeem shares of the
Preferred Stock or any thereof shall be mailed thirty (30) days before the date
of redemption to each holder of record of the shares to be redeemed, at his last
known post office address as shown by the records of the Corporation. At any
time after such notice has been mailed as aforesaid, the Corporation may deposit
the aggregate redemption price (or the portion thereof not already paid in the
redemption of shares so to be redeemed) with any bank or trust company in the
City of Philadelphia, Pennsylvania; City of Allentown, Pennsylvania; or in the
City of New York, New York, named in such notice, payable in amounts aforesaid
to the respective orders of the record holders of the shares so to be redeemed,
on endorsement and surrender of their certificates, and thereupon said holders
shall cease to be shareholders with respect to said shares and from and after
the making of such deposit, said holders shall have no interest in or claim
against the Corporation with respect to said shares, but shall be entitled only
to receive said moneys from said bank or trust company with interest, if any,
allowed by such bank or trust company on such moneys deposited as provided in
this subsection (C), on endorsement and surrender of their certificates as
aforesaid.
(D) Any moneys so deposited, plus interest thereon, if any, and remaining
unclaimed at the end of six years from the date fixed for redemption, if
thereafter requested by resolution of the Board of Directors of the Corporation,
shall be repaid to the Corporation and in the event of such repayment to the
Corporation, such holders of record of the shares so redeemed as shall not have
made claim against such moneys prior to such repayment to the Corporation shall
be deemed to be unsecured creditors of the Corporation for an amount without
interest equivalent to the amount deposited, plus interest thereon, if any,
allowed by such bank or trust company, as above stated, for the redemption of
such shares and so paid to the Corporation.
DIVISION D -- PREFERENCE STOCK
Section 1. General. To the extent permitted by these Amended and Restated
Articles of Incorporation, the Board of Directors, by majority vote of a quorum,
shall have the authority to issue shares of Preference Stock from time to time
in one or more series, and to fix by resolution, at the time of issuance of each
of such series, the distinctive designations, terms, relative rights,
privileges, qualifications, limitations, options, conversion rights,
preferences, and voting powers, and such prohibitions, restrictions and
qualifications of voting or other rights and powers thereof except as they are
fixed and determined in this Article VI. The dividend rate or rates, dividend
payment dates or other terms of a series of Preference Stock may vary from time
to time dependent upon facts ascertainable outside of these Amended and Restated
Articles of Incorporation if the manner in which the facts will operate to fix
or change such terms is set forth in the express terms of the series or upon
terms incorporated by
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reference to an existing agreement between the Corporation and one or more other
parties or to another document of independent significance or otherwise to the
extent permitted by the Business Corporation Law of 1988.
Section 2. Dividends. Subject to the provisions of Section 2(A) of Division
C, the holders of shares of each series of Preference Stock shall be entitled to
receive, when and as declared by the Board of Directors, out of any funds
legally available for the purpose under 15 Pa.C.S. (S) 1551 (relating to
distributions to shareholders) or any superseding provision of law subject to
any additional limitations in the express terms of the series, cash dividends at
the rate or rates and on the terms which shall have been fixed by or pursuant to
the authority of the Board of Directors with respect to such series and no more,
payable at such time or times as may be fixed by or pursuant to the authority of
the Board of Directors. If and to the extent provided by the express terms of
any series of Preference Stock, the holders of the series shall be entitled to
receive such other dividends as may be declared by the Board of Directors.
Section 3. Liquidation of the Corporation. Subject to the provisions of
Section 3 of Division C, in the event of voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of shares of
Preference Stock shall be entitled to receive from the assets of the Corporation
(whether capital or surplus), prior to any payment to the holders of shares of
Common Stock or of any other class of stock of the Corporation ranking as to
assets subordinate to the Preference Stock, the amount per share (which, in the
case of an involuntary liquidation, dissolution or winding up, shall not be in
excess of the original offering price per share (not including accrued
dividends, if any) or $100 per share, whichever is less) which shall have been
fixed and determined by the Board of Directors with respect thereto, plus the
accrued and unpaid dividends thereon computed to the date on which payment
thereof is made available, whether or not earned or declared. For the purposes
of this section, the terms "involuntary liquidation, dissolution or winding
up" shall include, without being limited to, a liquidation, dissolution or
winding up of the Corporation resulting in the distribution of all of the net
proceeds of a sale, lease or conveyance of all or substantially all of the
property or business of the Corporation to any governmental body including,
without limitation, any municipal corporation or political subdivision or
authority.
Section 4. Conversion Privileges. In the event any series of the Preference
Stock is issued with the privilege of conversion, such stock may be converted,
at the option of the record holder thereof, at any time or from time to time, as
determined by the Board of Directors, in the manner and upon the terms and
conditions stated in the resolution establishing and designating the series and
fixing and determining the relative rights and preferences thereof.
Section 5. Redemption. The Corporation, at its option to be exercised by its
Board of Directors, may redeem the whole or any part of the Preference Stock or
of any series thereof at such time or times as may be fixed by the Board, at the
applicable price for each share, and upon the terms and conditions which shall
have been fixed and determined by the Board with respect thereto.
Section 6. Voting Rights. Each holder of record of shares of a series of
Preference Stock shall have full voting rights of one vote per share or such
other limited, multiple, fractional or conditional or no voting rights as shall
be stated in the resolution or resolutions of the Board of Directors providing
for the issue of the shares of such series. Unless provided in such resolution
or resolutions, no holder of shares of Preference Stock shall have cumulative
voting rights.
DIVISION E -- COMMON STOCK
Section 1. Dividends And Shares In Distribution On Common Stock. (A) Subject
to the rights of the holders of the Senior Stock, and the Preference Stock and
subordinate thereto, the Common Stock alone shall receive all further dividends
and shares upon liquidation, dissolution, winding up or distribution.
(B) A consolidation or merger of the Corporation with or into any other
corporation or corporations shall not be deemed a distribution of assets of the
Corporation within the meaning of any provision of this Article VI.
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Section 2. Voting Rights. Except as otherwise provided in these Amended and
Restated Articles of Incorporation, each share of the 4-1/2% Preferred Stock,
the Series Preferred Stock and the Common Stock shall be equal in voting power
and shall entitle the holder thereof to one vote upon any question presented to
any shareholders' meeting, it being hereby agreed and declared that a majority
in number of shares (including, if and to the extent provided pursuant to
Division D, shares of Preference Stock) regardless of the class to which such
shares may belong is a majority in value or in interest within the meaning of
any statute or law requiring the consent of stockholders holding a majority in
interest or a greater amount in value of stock of the Corporation.
DIVISION F -- GENERAL
PRE-EMPTIVE RIGHTS. The Corporation may issue or sell shares, option rights,
or securities having conversion or option rights for money or otherwise without
first offering them to shareholders of any class or classes.
REDEMPTION. Any shares of the 4-1/2% Preferred Stock, the Series Preferred
Stock, the Preference Stock and the Common Stock which are redeemed, repurchased
or otherwise reacquired by the Corporation shall, until further action by the
Board of Directors or the Executive Committee of the Board of Directors, have
the status of authorized and unissued shares, without, in the case of the Series
Preferred Stock, designation as to series.
CONVERTIBILITY. Unless otherwise provided in the terms of a series of Series
Preferred Stock or Preference Stock or otherwise in these Amended and Restated
Articles of Incorporation, the shares of each of the 4-1/2% Preferred Stock, the
Series Preferred Stock, the Preference Stock and the Common Stock, respectively,
shall not be convertible into shares of any other class or classes or into any
other securities of the Corporation.
ARTICLE VII. A majority of the directors may amend, alter or repeal the
Bylaws, subject to the power of the shareholders to change such action;
provided, however, that any amendment, alteration or repeal of, or the adoption
of any provision inconsistent with, Sections 3.01, 3.01.1, 3.04, 3.05, or 3.13
of the Bylaws, if by action of the shareholders, shall be only upon the
affirmative vote of the shareholders entitled to cast at least two-thirds of the
votes which all shareholders are entitled to cast, and if by action of the
directors, shall be only upon the approval of two-thirds of the directors.
ARTICLE VIII. These Amended and Restated Articles of Incorporation may be
amended in the manner from time to time prescribed by statute and all rights
conferred upon shareholders herein are granted subject to this reservation;
provided, however, that, notwithstanding the foregoing (and in addition to any
vote that may be required by law, these Amended and Restated Articles of
Incorporation or the Bylaws), the affirmative vote of the shareholders entitled
to cast at least two-thirds of the votes which all shareholders are entitled to
cast shall be required to amend, alter or repeal, or to adopt any provision
inconsistent with, Articles VII or VIII of these Amended and Restated Articles
of Incorporation.
ARTICLE IX. The following provisions of the Business Corporation Law of 1988
shall not be applicable to the Corporation: 15 Pa.C.S. (S) 2538 (relating to
approval of transactions with interested shareholders) and 15 Pa.C.S. Subchapter
E (relating to control transactions).
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