Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Enron Corp. 1994 Form 10-K 128± 530K
2: EX-3.01 Restated Certificate of Incorporation 66± 239K
3: EX-10.16 Sixth Amendment to Lay Employment Agreement 2± 11K
4: EX-10.17 Split Dollar Life Insurance Agreement - Kll & Lpl 8± 36K
5: EX-10.25 Seventh Amendment to Employment Agmt - Kinder 2± 12K
6: EX-10.27 First Amendment to Employment Agmt. - Gray 1 10K
7: EX-10.31 Third Amendment to Employment Agmt. - Burns 1 10K
8: EX-10.33 First Amendment to Employment Agmt. - Tompkins 1 10K
9: EX-10.39 Second Amendment to Employment Agmt. - Segner 1 10K
10: EX-10.51 Second Amendment to Employment Agmt. - White 2± 12K
11: EX-10.53 First Amendment to Employment Agmt. - Derrick 1 10K
12: EX-10.59 Enron Corp. 1994 Deferral Plan 15± 65K
13: EX-11 Statement Re Computation of Per Share Earnings 2± 10K
14: EX-12 Statement Re Computation of Per Share Earnings 1 9K
15: EX-21 Enron Corp. and Subsidiary Companies 7± 29K
16: EX-23.01 Consents of Experts and Counsel 1 9K
17: EX-23.02 Consent of Degolyer & Macnaughton 1 11K
18: EX-23.03 Letter Report of Degolyer and Macnaughton 3± 14K
19: EX-24 Powers of Attorney 13 36K
20: EX-27 Article 5 FDS for 10-K 1 8K
EX-3.01 — Restated Certificate of Incorporation
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Exhibit 3.01
Restated
Certificate of Incorporation
Enron Corp.
Enron Corp. was originally incorporated as
Northern Natural Gas Company and its original
Certificate of Incorporation was filed with the
Secretary of State of Delaware on April 25, 1930. In
1980, the corporation's name was changed to InterNorth,
Inc. In 1986, the corporation's name was changed to
Enron Corp. This Restated Certificate restates and
integrates the original Certificate of Incorporation
and all amendments thereto through the date of filing
hereof. This restatement and integration does not
further amend the provisions of the Certificate of
Incorporation, as amended and supplemented, and there
is no discrepancy between the original Certificate of
Incorporation, as amended and supplemented, and this
Restated Certificate of Incorporation.
ARTICLE I
The name of this corporation is Enron Corp.
ARTICLE II
The registered office of this corporation in the
State of Delaware is located at Number 1209 Orange
Street in the City of Wilmington, County of New Castle.
The name and address of its resident agent is The
Corporation Trust Company, Number 1209 Orange Street,
Wilmington, Delaware.
ARTICLE III
The nature of the business of this corporation, or
the objects or purposes to be transacted, promoted or
carried on by it are as follows, namely:
1. To buy, lease, construct, lay or
otherwise acquire, to sell, mortgage, lease or
otherwise dispose of, and/or to extend, improve,
maintain, develop and operate the following
properties, or any of them, namely:
(a) Works, plants, wells, tanks, pipe
lines, conduits, compressor stations and
other equipment, for the production,
purification, storage, transportation,
distribution, exchange and/or sale of natural
and/or manufactured gas for light, heat,
power and any other use to which gas is or
may be applied.
(b) Works, plants, water powers, dams,
poles, transmission and distribution lines,
conduits and subways for the generation,
supply, storage, transmission, distribution
and/or sale of electricity for light, heat,
power and any other use to which electricity
is or may be applied; and to acquire,
construct, maintain and operate systems of
water works for the supply of water.
(c) Works, plants, pipe lines and
conduits for the production, supply, storage,
transportation, distribution and/or sale of
steam or hot water, for heat, power or any
other use to which either steams or hot water
is or may be applied.
2. To prospect and explore for, work,
develop and mine, oil, natural gas, coal, and,
without limitation by the preceding enumeration,
other minerals; to sink, dig, drill and drive
wells and mines for the production of minerals; to
locate, acquire, purchase, develop, own, sell,
mortgage or otherwise dispose of any lands or any
interest in lands containing or believed to
contain oil, natural gas, coal or other minerals;
to acquire by purchase or by contract oil
production, oil royalties, natural gas production,
casing-head gas production and gas royalties, and
to sell or otherwise dispose of the same.
3. To establish, acquire, construct,
operate and maintain refineries and plants for the
refining and treatment of oil, natural gas,
casing-head gas and all of the products and by-
products thereof; to establish, acquire,
construct, operate and maintain refineries and
plants for the manufacture of gasoline and other
products from coal, shale and other minerals; to
construct, acquire, operate and maintain plants
for the manufacture of gas of any description for
heat, light, power and/or other purposes.
4. To enter into, maintain, operate or
carry on in all its branches the business of
mining and of drilling, boring and exploring for,
producing, refining, treating, distilling,
manufacturing, handling and dealing in, buying and
selling petroleum, oil, natural gas, asphaltum,
bitumen, bituminous rock and any and all other
mineral and hydro-carbon substance, and any and
all products or by-products which may be derived
from said substances or any of them; and for such
or any of such purposes to buy, exchange, contract
for, lease and in any and all other ways acquire,
take, hold and own and to sell, mortgage, lease
and otherwise dispose of, and to construct,
acquire, manage, maintain, deal in and operate
mines, wells, refineries, tanks, machinery,
wharves, steam, sailing and other vessels or
watercraft of every kind, character and
description, and otherwise to construct, acquire,
maintain, establish, deal in, operate, carry on,
conduct and manage any and all other property and
appliances that may in anywise be deemed advisable
in connection with the business of this
corporation or any branch thereof, or that may be
deemed convenient at any time by the Board of
Directors of this corporation.
5. To do engineering and contracting for
hire or profit in the designing, construction,
improvement, extension, maintenance and repair of
gas plants, gas pipe lines, electric plants and
other public utility plants and systems, including
the pipe lines, pole lines, conduits and other
appurtenances thereto appertaining; also, in the
drilling, developing and operating of oil and gas
wells.
6. To manufacture, purchase or otherwise
acquire, own, mortgage, pledge, sell, assign and
transfer, or otherwise dispose of, to invest,
trade and deal in and deal with goods, wares and
merchandise and real and personal property of
every class and description.
7. To acquire, and pay for in cash, stock,
bonds, and/or obligations of this corporation or
otherwise, the good will, rights, assets and
property, and to undertake or assume the whole or
any part of the obligations or liabilities, of any
person, firm, association or corporation.
8. To buy, exchange, construct, contract
for, lease and in any and all other ways to
acquire, take, hold and own pipe lines and also
telegraph and telephone lines useful or necessary,
in the judgment of the Board of Directors of this
corporation, for its own business, and to improve,
maintain and operate the same, and to sell,
mortgage, lease or otherwise dispose of the same.
To have and to exercise the right and
power of eminent domain.
9. To buy, acquire, sell, mortgage and
otherwise deal in patents and licenses, and to
take, acquire, hold, sell, lease, mortgage and
otherwise dispose of franchises, franchise rights,
and Federal, State and municipal grants of every
character, which this corporation may deem
advantageous in the prosecution of its business or
in the maintenance, operation or extension of its
properties.
10. To borrow money and to issue bonds,
debentures, notes and other evidences of
indebtedness of this corporation, from time to
time, and without limit as to amount, for any
lawful corporate purpose, and to mortgage, pledge
and otherwise charge any or all of its properties,
rights, privileges and franchises to secure the
payment thereof, or to issue such bonds,
debentures, notes and other evidences of
indebtedness without any such security.
11. To lend money; to purchase, acquire,
hold, sell, assign, transfer, mortgage, pledge or
otherwise dispose of and deal in shares of the
capital stock, bonds, debentures, notes or other
securities of any other corporation or
association, whether domestic or foreign, and
whether now or hereafter organized, and while the
holder of any such shares or other securities, to
exercise all the right and privileges of
ownership, including the right to vote thereon to
the same extent as a natural person might or could
do; and to deal in stocks and securities either as
an agent or broker or otherwise.
12. To purchase, hold, sell, exchange,
transfer or otherwise deal in shares of its own
capital stock, bonds or other obligations from
time to time to such extent and in such manner and
upon such terms as its Board of Directors shall
determine; provided that this corporation shall
not use any of its funds or property for the
purchase of its own shares of capital stock when
such use would cause any impairment of the capital
of this corporation, except as otherwise permitted
by law; and provided, further, that shares of its
own capital stock belonging to this corporation
shall not be voted upon directly or indirectly.
13. To promote or to aid in any manner,
financially or otherwise, any corporation or
association, any stocks, bonds or other evidences
of indebtedness or securities of which are held
directly or indirectly by this corporation; and
for this purpose to guarantee the contracts,
dividends, stocks, bonds, notes and other
obligations of such other corporations or
associations; and to do any other acts or things
designed to protect, preserve, improve or enhance
the value of such stocks, bonds or other evidences
of indebtedness or securities.
14. To carry on any other lawful business
whatsoever which may seem to this corporation
capable of being carried on in connection with the
above, or calculated directly or indirectly to
promote the interest of this corporation or to
enhance the value of its properties, and to have,
enjoy and exercise all the rights, powers and
privileges which are now or which may hereafter be
conferred upon corporations organized under an Act
of the Legislature of Delaware entitled "An Act
Providing a General Corporation Law," approved
March 10, 1899, and the Acts now or hereafter
amendatory thereof and supplemental thereto; and
to do any or all of the things hereinbefore set
forth to the same extent as natural persons might
or could do.
15. To conduct its business (including
holding, exchanging, mortgaging and conveying of
real and personal property) in the State of
Delaware, other States, the District of Columbia,
the territories and colonies of the United States,
and in foreign countries, and to maintain such
offices either within or without the State of
Delaware, as may be convenient.
The foregoing clauses shall be construed both as
objects and powers; and the foregoing enumeration of
specific powers shall not be held to limit or restrict
in any manner the powers of this corporation.
ARTICLE IV
The total number of shares of all classes of stock
which this corporation (hereinafter in this Article IV
referred to as the "Corporation") shall have authority
to issue is six hundred sixteen million five hundred
thousand (616,500,000) shares, of which one million
five hundred thousand (1,500,000) shares are to be
Preferred Stock, par value $100 per share (hereinafter
called the "Preferred Stock"), five million (5,000,000)
shares are to be Second Preferred Stock, par value $1
per share (hereinafter called the "Second Preferred
Stock"), ten million (10,000,000) shares are to be
Preference Stock, par value $1 per share (hereinafter
called the "Preference Stock"), and six hundred million
(600,000,000) shares are to be Common Stock, par value
$.10 per share (hereinafter called the "Common Stock").
The voting powers, designations, preferences and
relative, participating, optional and other special
rights, and the qualifications, limitations and
restrictions thereof, of the Preferred Stock, the
Second Preferred Stock, the Preference Stock and the
Common Stock, in addition to those set forth elsewhere
herein, are as follows:
A. (1) The Preferred Stock may be issued from
time to time in one or more series. All shares of
Preferred Stock shall be of equal rank and shall be
identical, except in respect of the particulars that
may be fixed by the Board of Directors as hereinafter
provided pursuant to authority which is hereby
expressly vested in the Board of Directors; and each
share of each series shall be identical in all respects
with the other shares of such series, except as to the
date from which dividends thereon shall be cumulative.
Before any shares of Preferred Stock of any particular
series shall be issued, the Board of Directors shall
fix, and is hereby expressly empowered to fix, in the
manner provided by law, the following provisions of the
shares of such series:
(a) The distinctive designation of such
series and the number of shares which shall
constitute such series, which number may be
increased (except where otherwise provided by the
Board of Directors in creating such series) or
decreased (but not below the number of shares
thereof then outstanding) from time to time by
like action of the Board of Directors;
(b) The annual rate of dividends payable on
shares of such series and the date from which
dividends shall be cumulative on all shares of
such series;
(c) The redemption price or prices, if any,
for shares of such series;
(d) The terms of a sinking or purchase fund,
if any, for shares of such series;
(e) The amount payable on shares of such
series in the event of any voluntary liquidation,
dissolution or winding up of the affairs of the
Corporation;
(f) The rights, if any, of the holders of
shares of such series to convert such shares into
shares of stock of the Corporation of any class or
of any series of any class and the terms and
conditions of such conversion; and
(g) The voting powers, full or limited, if
any, of shares of such series, including, without
limitation, any requirements for the approval or
consent of the holders of any prescribed
percentage of the shares of such series with
respect to any specific corporate action in
addition to any such requirements appertaining to
the shares of all series specifically provided
herein, and any other preferences, and relative,
participating, optional or other special rights,
and qualifications, limitations or restrictions
thereof.
so for as not inconsistent with the provisions of this
Article IV A applicable to all series of Preferred
Stock and to the full extent now or hereafter permitted
by the laws of Delaware. Shares of Preferred Stock
shall be issued only as fully paid and non-assessable
shares.
(2) The holders of the Preferred Stock of each
series, in preference to the holders of any junior
stock, shall be entitled to receive, as and when
declared by the Board of Directors out of any funds
legally available therefor, cash dividends, at the rate
for such series fixed in accordance with the provisions
of subdivision (1) of this Article IV A, and no more,
payable quarterly on the first days of January, April,
July and October, respectively, in each year, with
respect to the quarterly period ending on the day
preceding each such respective payment date, except
that the first dividend on the initial issue of any
series of the Preferred Stock shall be payable on the
quarterly dividend payment date next succeeding the
expiration of thirty days after the date any shares of
such series are issued. Such dividends shall be
cumulative, in the case of shares of each particular
series, from the date fixed for the purpose by the
Board of Directors, as provided in subdivision (1) of
this Article IV A.
No dividend shall be paid upon, or declared or set
apart for, any share of Preferred Stock for any
quarterly dividend period unless at the same time a
like proportionate dividend for the same quarterly
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 Preferred Stock of all series then issued and
outstanding and entitled to receive such dividend.
(3) In no event, so long as any shares of
Preferred Stock shall be outstanding, shall any
dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any
junior stock, nor shall any shares of any junior stock
be purchased, redeemed or otherwise acquired for value
by the Corporation, nor shall the Corporation permit
any distribution to be made or shares purchased,
redeemed or otherwise acquired by any subsidiary,
unless all dividends on the Preferred Stock of all
series for all past quarterly dividend periods and for
the then current quarterly period shall have been paid
or declared and a sum sufficient for the payment
thereof set apart, and unless the Corporation shall not
be in arrears with respect to any sinking fund for any
series of Preferred Stock. The foregoing provisions of
this subdivision (3) shall not, however, apply to a
dividend payable in any junior stock, or to the
acquisition of shares of any junior stock in exchange
for, or through application of the proceeds of the sale
of, shares of any other junior stock.
Subject to the foregoing and to any further
limitations prescribed in accordance with the
provisions of subdivision (1) of this Article IV A, the
Board of Directors may declare, out of any funds
legally available therefor, dividends upon the then
outstanding shares of any junior stock, and no holders
of shares of Preferred Stock of any series shall be
entitled to share therein.
(4) In the event of any voluntary liquidation,
dissolution or winding up of the affairs of the
Corporation, then, before any distribution or payments
shall be made to the holders of any junior stock, the
holders of the Preferred Stock shall be entitled to be
paid in full the respective amounts fixed in accordance
with the provisions of subdivision (1) of this Article
IV A, together with accrued dividends to such
distribution or payment date whether or not earned or
declared. 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 any junior stock, the
holders of the Preferred Stock shall be entitled to be
paid in full an amount equal to $100 per share,
together with accrued dividends to such distribution or
payment date whether or not earned or declared. If such
payment shall have been made in full to the holders of
the Preferred Stock, the remaining assets and funds of
the Corporation shall be distributed among the holders
of the junior stock, according to their respective
rights and preferences and in each case according to
their respective shares. 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
Preferred Stock, the holders of all series of Preferred
Stock shall share ratably in any distribution of assets
in proportion to the full amounts to which they would
otherwise be respectively entitled. Neither the
consolidation or merger of the Corporation, nor the
sale, lease or conveyance of all or a part of its
assets, shall be deemed a liquidation, dissolution or
winding up of the affairs of the Corporation within the
meaning of the foregoing provisions of this subdivision
(4) or of subdivision (7) of this Article IV A.
(5) Subject to the provisions of subdivision (7)
of this Article IV A, the 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,
or in the case of any one or more series, for the
purpose of any sinking fund or other requirement for
any such series fixed by the Board of Directors
pursuant to the provisions of subdivision (1) of this
Article IV A, at any time or from time to time, at the
applicable redemption price for such series fixed in
accordance with the provisions of subdivision (1) of
this Article IV A, together with accrued dividends to
the redemption date, whether or not earned or declared.
If less than all the outstanding shares of Preferred
Stock of any series are to be redeemed, the shares to
be redeemed shall be determined by lot or pro rata in
such manner as the Board of Directors may prescribe.
Notice of every redemption of Preferred Stock
shall be mailed, addressed to the holders of record of
the shares to be redeemed at their respective addresses
as they shall appear on the stock books of the
Corporation (but no failure to mail such notice of any
defect therein or in the mailing thereof shall affect
the validity of the proceedings for such redemption),
and, for all Preferred Stock issued prior to May 1,
1984, notice shall also be published at least once in
one daily newspaper printed in the English language and
published and of general circulation in the Borough of
Manhattan, The City of New York, the first publication
and such mailing to be at least thirty days and not
more than sixty days prior to the date fixed for
redemption.
If notice of redemption shall have been duly
published as may be required herein and if, on or
before the redemption date specified in the notice, the
redemption price, together with accrued dividends to
the date fixed for redemption, whether or not earned or
declared, shall have been set aside by the Corporation,
separate and apart from its other funds, in trust for
the pro rata benefit of the holders of the shares so
called for redemption, so as to be and continue to be
available therefor, then, from and after the date of
redemption so designated, notwithstanding that any
certificate for shares of Preferred Stock so called for
redemption shall not have been surrendered for
cancellation, the shares represented thereby shall no
longer be deemed outstanding, the dividends thereon
shall cease to accumulate, and all rights with respect
to the shares of Preferred Stock so called for
redemption shall forthwith on the redemption date cease
and terminate, except only the right of the holders
thereof to receive the redemption price of the shares
so redeemed, including accrued dividends to the
redemption date, but without interest.
The Corporation may also, at any time prior to the
redemption date, deposit in trust, for the account of
the holders of the Preferred Stock to be redeemed, with
a bank or trust company in good standing, organized
under the laws of the United States of America or of
the State of New York doing business in the Borough of
Manhattan, The City of New York having capital, surplus
and undivided profits aggregating at least Five Million
Dollars ($5,000,000), designated in the notice of
redemption, the redemption price, together with accrued
dividends to the date fixed for redemption, whether or
not earned or declared, and, unless the notice of
redemption herein provided for has previously been duly
mailed and published, deliver irrevocable written
instructions directing such bank or trust company, on
behalf and at the expense of the Corporation, to cause
notice of redemption specifying the date of redemption
to be duly mailed and publication of the notice to be
made as herein provided promptly upon receipt of such
irrevocable instructions. Upon such deposit in trust,
either after due mailing and publication of the notice
of redemption or accompanied by irrevocable
instructions as provided above, notwithstanding that
any certificate for shares of Preferred Stock so called
for redemption shall not have been surrendered for
cancellation, all shares of Preferred Stock with
respect to which the deposit shall have been made shall
no longer be deemed to be outstanding, and all rights
with respect to such shares of Preferred Stock shall
forthwith cease and terminate except only the right of
the holders thereof to receive from such bank or trust
company, at any time after the time of the deposit, the
redemption price, including accrued dividends to the
redemption date, whether or not earned or declared, but
without interest, of the shares so to be redeemed, and
the right to exercise, on or before the date fixed for
redemption, privileges of conversion or exchange, if
any, not theretofore expiring.
Any moneys deposited by the Corporation pursuant
to this subdivision (5) 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 subdivision (5) 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, after which repayment the holders of the
shares so called for redemption shall look only to the
Corporation for the payment thereof.
(6) The holders of Preferred Stock shall have no
right to vote except as otherwise herein or by statute
specifically provided, except for such full or limited
voting powers as may be fixed by the Board of Directors
in respect of the shares of a particular series in
accordance with the provisions of subdivision (1) of
this Article IV A.
If, at any time, dividends payable on the
Preferred Stock shall be in default in an amount
equivalent to six full quarterly dividends on all
shares of all series of the Preferred Stock at the time
outstanding, then, the holders of the Preferred Stock
of all series, voting separately as a class, shall be
entitled to elect two Directors of the Corporation.
When all such dividends in default shall have been so
paid or funds sufficient therefor deposited in trust
(and such dividends in default shall be so paid as soon
as lawful and reasonably practicable out of any assets
of the Corporation available therefor), the holders of
the Preferred Stock shall be divested of such voting
rights, but subject always to the some provisions for
the vesting of such voting rights in the holders of the
Preferred Stock in the case of any future such dividend
default or defaults.
The foregoing right of the holders of the
Preferred Stock with respect to the election of
Directors of the Corporation may be exercised at any
annual meeting of stockholders or, within the
limitations hereinafter provided, at a special meeting
of stockholders held for such purpose. If the date upon
which such right of the holders of the Preferred Stock
shall become vested shall be more than ninety days
preceding the date of the next ensuing annual meeting
of stockholders as fixed by the By-Laws of the
Corporation, the President of the Corporation shall,
within ten days after delivery to the Corporation at
its principal office of a request to such effect signed
by the holders of at least five per cent (5%) of the
Preferred Stock then outstanding, call a special
meeting of stockholders to be held within forty days
after the delivery of such request for the purpose of
electing a new Board of Directors to serve until the
next annual meeting and until their successors shall be
elected and shall qualify. Notice of such meeting shall
be mailed to each stockholder entitled to vote thereat
not less than ten days prior to the date of such
meeting. The term of office of all Directors of the
Corporation shall terminate at the time of any such
meeting held for the purpose of electing a new Board of
Directors, notwithstanding that the term for which such
Directors had been elected shall not then have expired.
In the event that at any such meeting at which holders
of the Preferred Stock shall be entitled to elect two
Directors, a quorum of the holders of such Preferred
Stock shall not be present in person or by proxy, the
holders of the Common Stock, if a quorum thereof be
present, may temporarily elect the Directors whom the
holders of the Preferred Stock were entitled but failed
to elect, such Directors to be designated as having
been so elected and their term of office to expire at
such time thereafter as their successors shall be
elected by the holders of the Preferred Stock as herein
provided.
Whenever the holders of Preferred Stock shall be
entitled to elect two Directors, any holder of such
Preferred Stock shall have the right, during regular
business hours, in person or by duly authorized
representative, to examine and to make transcripts of
the stock records of the Corporation for the Preferred
Stock for the purpose of communicating with other
holders of such Preferred Stock with respect to the
exercise of such right of election.
Whenever the holders of Preferred Stock shall be
divested of such voting right, the President of the
Corporation shall, within ten days after delivery to
the Corporation at its principal office of a request to
such effect signed by any holder of Common Stock, call
a special meeting of the holders of shares of stock
entitled to vote at such meeting to be held within
forty days after the delivery of such request for the
purpose of electing a new Board of Directors to serve
until the next annual meeting or until their respective
successors shall be elected and shall qualify. If, at
any such special meeting, any Director shall not be
reelected, his term of office shall terminate upon the
election and qualification of his successor,
notwithstanding that the term for which such Director
was originally elected shall not then have expired.
At any annual or special meeting of stockholders
held for the purpose of electing Directors when the
holders of the Preferred Stock shall be entitled to
elect two Directors, the presence in person or by proxy
of the holders of one-third of the outstanding shares
of the Preferred Stock shall be required to constitute
a quorum for the election by such class of such two
Directors, and the presence in person or by proxy of
the holders of a majority of the outstanding shares of
the Common Stock shall be required to constitute a
quorum for the election by such class of the Directors
which that class is entitled to elect or for the
election temporarily by such class as herein provided
of the members of the Board of Directors whom the
holders of the Preferred Stock cannot at the time for
the want of a quorum elect; provided, however, that the
majority of the holders of either such class of stock
who are present in person or by proxy shall have power
to adjourn such meeting for the election of Directors
by such class from time to time without notice other
than announcement at the meeting. No delay or failure
by the holders of any class of stock to elect the
members of the Board of Directors whom such holders are
entitled to elect shall invalidate the election of the
remaining members of the Board of Directors by the
holders of any other class of stock. At any such
election of Directors by the holders of shares of
Preferred Stock, each such holder shall have one vote
for each share of such stock standing in his name on
the books of the Corporation on any record date fixed
for such purpose or, if no such date be fixed, on the
date on which the election is held, subject to the
provisions of Article XIII.
If, during any interval between annual meetings of
stockholders for the election of Directors and while
the holders of the Preferred Stock shall be entitled to
elect two Directors, the numbers of Directors in office
who have been elected by the holders of shares of any
class of stock shall, by reason of resignation, death
or removal, be less than the total number of Directors
subject to election by the holders of shares of such
class, (a) the vacancy or vacancies in the Directors
elected by the holders of shares of that class shall be
filled by a majority vote of the remaining Directors
then in office who were elected by such class or
succeeded to Directors so elected, although such
majority be less than a quorum, or, if there shall be
only one such remaining Director, shall be filled by
the Directors then in office upon nomination of the
remaining Director elected by the holders of the shares
of that class or his successor and (b) if not so filled
within forty days after the creation thereof, the
President of the Corporation shall call a special
meeting of the holders of shares of such class and such
vacancy or vacancies shall be filled at such special
meeting.
Any Director may be removed from office by vote of
the holders of a majority of the shares of the class of
stock by which his successor would be elected. A
special meeting of the holders of shares of such class
may be called by a majority vote of the Board of
Directors for the purpose of removing a Director in
accordance with the provisions of this paragraph. The
President of the Corporation shall, in any event,
within ten days after delivery to the Corporation at
its principal office of a request to such effect signed
by the holders of at least five per cent (5%) of the
outstanding shares of such class, call a special
meeting for such purpose to be held within forty days
after the delivery of such request.
Holders of Preferred Stock shall not be entitled
to receive notice of any meeting of stockholders at
which they are not entitled to vote or consent.
(7) So long as any shares of Preferred Stock are
outstanding, in addition to any other vote or consent
of stockholders required herein or by law, (a) the
consent of the holders of at least sixty-six and two-
thirds per cent (66 2/3%) of the Preferred Stock at the
time outstanding, considered as a single class without
regard to series, given in person or by proxy, either
in writing without a meeting (if permitted by law) or
by vote at any meeting called for the purpose, shall be
necessary for effecting or validating:
(i) Any amendment, alteration or repeal of
any of the provisions of the Certificate of
Incorporation, or of the By-Laws, of the
Corporation, which affects adversely the voting
powers, rights or preferences of the holders of
the Preferred Stock or reduces the time for any
notice to which the holders of the Preferred Stock
may be entitled; provided, however, that if such
amendment, alteration or repeal affects adversely
the rights or preferences of one or more but not
all series of Preferred Stock at the time
outstanding, only the consent of the holders of at
least two-thirds of the shares of the series so
affected shall be required; and provided further,
that the amendment of the provisions of the
Certificate of Incorporation so as to authorize or
create, or to increase the authorized amount of
any junior stock shall not be deemed to affect
adversely the voting powers, rights or preferences
of the holders of the Preferred Stock;
(ii) The authorization or creation of, or the
increase in the authorized amount of, any stock of
any class or any security convertible into stock
of any class, ranking prior to the Preferred
Stock;
(iii) The voluntary dissolution, liquidation
or winding up of the affairs of the Corporation,
or the sale, lease or conveyance by the
Corporation of all or substantially all its
property or assets; or
(iv) The purchase or redemption (for sinking
fund purposes or otherwise) of less than all of
the Preferred Stock at the time outstanding unless
the full dividend on all shares of Preferred Stock
of all series then outstanding shall have been
paid or declared and a sum sufficient for payment
thereof set apart;
and (b) the consent of the holders of more than fifty
per cent (50%) of the Preferred Stock at the time
outstanding, considered as a single class without
regard to series, given in person or by proxy, either
in writing without a meeting (if permitted by law) or
by vote at any meeting called for the purpose, shall be
necessary for effecting or validating:
(i) The increase of the authorized amount of
the Preferred Stock, or the authorization or
creation of, or the increase in the authorized
amount of, any stock of any class or any security
convertible into stock of any class, ranking on a
parity with the Preferred Stock; or
(ii) The merger or consolidation of the
Corporation with or into any other corporation,
unless the corporation resulting from such merger
or consolidation will have after such merger or
consolidation no class of stock and no other
securities either authorized or outstanding
ranking prior to or on a parity with the Preferred
Stock, except the same number of shares of stock
and the same amount of other securities with the
same rights and preferences as the stock and
securities of the Corporation respectively
authorized and outstanding immediately preceding
such merger or consolidation, and each holder of
Preferred Stock immediately preceding such merger
or consolidation shall receive the same number of
shares, with the same rights and preferences, of
the resulting corporation;
provided, however, that no such consent of the holders
of the Preferred Stock shall be required if, at or
prior to the time when such amendment, alteration or
repeal is to take effect or when the issuance of any
such additional Preferred Stock, prior or parity stock
or convertible security is to be made, or when such
consolidation or merger, voluntary liquidation,
dissolution or winding up, sale, lease, conveyance,
purchase or redemption is to take effect, as the case
may be, provision is to be made for the redemption of
all shares of Preferred Stock at the time outstanding,
or, in the case of any such amendment, alteration or
repeal as to which the consent of less than all series
of the Preferred Stock would otherwise be required, for
the redemption of all shares of the series of Preferred
Stock the consent of which would otherwise be required.
(8) As used herein with respect to the Preferred
Stock or in any resolution adopted by the Board of
Directors providing for the issue of any particular
series of the Preferred Stock as authorized by
subdivision (1) of this Article IV A, the following
terms shall have the following meanings:
(a) The term "junior stock" shall mean the
Common Stock, the Preference Stock, the Second
Preferred Stock and any other class of stock of
the Corporation hereafter authorized over which
the Preferred Stock has preference or priority in
the payment of dividends or in the distribution of
assets on any liquidation, dissolution or winding
up of the Corporation.
(b) The term "sinking fund" shall mean any
fund or requirement for the periodic retirement of
shares.
(c) The term "accrued dividends" with
respect to any share of any series, shall mean an
amount computed at the annual dividend rate for
the series of which the particular share is a
part, from the date on which dividends on such
share become cumulative to and including the date
to which such dividends are to be accrued, less
the aggregate amount of all dividends theretofore
paid thereon.
B. (1) The Second Preferred Stock may be issued
from time to time in one or more series. All shares of
Second Preferred Stock shall be of equal rank and shall
be identical, except in respect of the particulars that
may be fixed by the Board of Directors as hereinafter
provided pursuant to authority which is hereby
expressly vested in the Board of Directors; and each
share of each series shall be identical in all respects
with the other shares of such series, except as to the
date from which dividends thereon shall be cumulative.
Before any shares of Second Preferred Stock of any
particular series shall be issued, the Board of
Directors shall fix, and is hereby expressly empowered
to fix, in the manner provided by law, the following
provisions of the shares of such series:
(a) The distinctive designation of such
series and the number of shares which shall
constitute such series, which number may be
increased (except where otherwise provided by the
Board of Directors in creating such series) or
decreased (but now below the number of shares
thereof then outstanding) from time to time by
like action of the Board of Directors;
(b) The annual rate of dividends payable on
shares of such series and the date from which
dividends shall be cumulative on all shares of
such series;
(c) The redemption price or prices, if any,
for shares of such series;
(d) The terms of a sinking or purchase fund,
if any, for shares of such series;
(e) The amount payable on shares of such
series in the event of any voluntary or
involuntary liquidation, dissolution or winding up
of the affairs of the Corporation;
(f) The rights, if any, of the holders of
shares of such series to convert such shares into
assets of the Corporation or shares of stock of
the Corporation of any class or of any series of
any class and the terms and conditions of such
conversion; and
(g) The voting powers, full or limited, if
any, of shares of such series, including, without
limitation, any requirements for the approval or
consent of the holders of any prescribed
percentage of the shares of such series with
respect to any specific corporate action
(including any such action specified in
subdivision (7) of this Article IV B), in addition
to any such requirements appertaining to the
shares of all series specifically provided herein,
and any other preferences, and relative,
participating, optional or other special rights,
and qualifications, limitations or restrictions
thereof,
so far as not inconsistent with the provisions of this
Article IV B applicable to all series of Second
Preferred Stock and to the full extent now or hereafter
permitted by the laws of Delaware. Shares of Second
Preferred Stock shall be issued only as fully paid and
non-assessable shares.
The Preferred Stock shall have preference and
priority over the Second Preferred Stock in the payment
of dividends and in the distribution of assets on any
voluntary or involuntary liquidation, dissolution or
winding up of the Corporation.
(2) The holders of the Second Preferred Stock of
each series, in preference to the holders of any junior
stock, but subject to the rights and preferences of the
Preferred Stock, shall be entitled to receive, as and
when declared by the Board of Directors out of any
funds legally available therefor, cash dividends, at
the rate for such series fixed in accordance with the
provisions of subdivision (1) of this Article IV B, and
no more, payable quarterly on the first days of
January, April, July and October, respectively, in each
year, with respect to the quarterly period ending on
the day preceding each such respective payment date,
except that the first dividend on the initial issue of
any series of the Second Preferred Stock shall be
payable on the quarterly dividend payment date next
succeeding the expiration of thirty days after the date
any shares of such series are issued. Such dividends
shall be cumulative, in the case of shares of each
particular series, from the date fixed from the purpose
by the Board of Directors, as provided in subdivision
(1) of this Article IV B.
No dividend shall be paid upon, or declared or set
apart for, any share of Second Preferred Stock for any
quarterly dividend period unless at the same time a
like proportionate dividend for the some quarterly
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 Second Preferred Stock of all series then issued and
outstanding and entitled to receive such dividend.
(3) In no event, so long as any shares of Second
Preferred Stock shall be outstanding, shall any
dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any
junior stock, nor shall any shares of any junior stock
be purchased, redeemed or otherwise acquired for value
by the Corporation, nor shall the Corporation permit
any distribution to be made or shares purchased,
redeemed or otherwise acquired by any subsidiary,
unless all dividends on the Second Preferred Stock of
all series for all past quarterly dividend periods and
for the then current quarterly period shall have been
paid or declared and a sum sufficient for the payment
thereof set apart, and unless the Corporation shall not
be in arrears with respect to any sinking fund for any
series of Second Preferred Stock. The foregoing
provisions of this subdivision (3) shall not, however,
apply to a dividend payable in any junior stock, or the
acquisition of shares of any junior stock in exchange
for, or through application of the proceeds of the sale
of, shares of any other junior stock.
Subject to the foregoing and to any further
limitations prescribed in accordance with the
provisions of subdivision (1) of this Article IV B, the
Board of Directors may declare, out of any funds
legally available therefor, dividends upon the then
outstanding shares of any junior stock, and no holders
of shares of Second Preferred Stock of any series shall
be entitled to share therein.
(4) In the event of any voluntary or 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 any junior
stock, the holders of the Second Preferred Stock shall
be entitled to be paid in full the respective amounts
fixed in accordance with the provisions of subdivision
(1) of this Article IV B, together with accrued
dividends to such distribution or payment date whether
or not earned or declared. If such payment shall have
been made in full to the holders of the Second
Preferred Stock, the remaining assets and funds of the
Corporation shall be distributed among the holders of
the junior stock, according to their respective rights
and preferences and in each case according to their
respective shares. 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 Second
Preferred Stock, the holders of all Series of Second
Preferred Stock shall share ratably in any distribution
of assets in proportion to the full amounts to which
they would otherwise be respectively entitled. Neither
the consolidation or merger of the Corporation, nor the
sale, lease or conveyance of all or a part of its
assets, shall be deemed a liquidation, dissolution or
winding up of the affairs of the Corporation within the
meaning of the foregoing provisions of this subdivision
(4) or of subdivision (7) of this Article IV B.
(5) Subject to the provisions of subdivision (7)
of this Article IV B, the Second 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, or in the case of any one or more series,
for the purpose of any sinking fund or other
requirement for any such series fixed by the Board of
Directors pursuant to the provisions of subdivision (1)
of this Article IV B, at any time or from time to time,
at the applicable redemption price for such series
fixed in accordance with the provisions of subdivision
(1) of this Article IV B, together with accrued
dividends to the redemption date, whether or not earned
or declared. If less than all the outstanding shares of
Second Preferred Stock of any series are to be
redeemed, the shares to be redeemed shall be determined
by lot or pro rata in such manner as the Board of
Directors may prescribe.
Notice of every redemption of Second Preferred
Stock shall be mailed, addressed to the holders of
record of the shares to be redeemed at their respective
addresses as they shall appear on the stock books of
the Corporation (but no failure to mail such notice or
any defect therein or in the mailing thereof shall
affect the validity of the proceedings for such
redemption), and, for all Second Preferred Stock issued
prior to May 1, 1984, notice shall also be published at
least once in one daily newspaper printed in the
English language and published and of general
circulation in the Borough of Manhattan, The City of
New York, the first publication and such mailing to be
at least thirty days and not more than sixty days prior
to the date fixed for redemption.
If notice of redemption shall have been duly
publishned as may be required herein and if, on or
before the redemption date specified in the notice, the
redemption price, together with accrued dividends to
the date fixed for redemption, whether or not earned or
declared, shall have been set aside by the Corporation,
separate and apart from its other funds, in trust for
the pro rata benefit of the holders of the shares so
called for redemption, so as to be and continue to be
available therefor, then, from and after the date of
redemption so designated, notwithstanding that any
certificate for shares of Second Preferred Stock so
called for redemption shall not have been surrendered
for cancellation, the shares represented thereby shall
no longer be deemed outstanding, the dividends thereon
shall cease to accumulate, and all rights with respect
to the shares of Second Preferred Stock so called for
redemption shall forthwith on the redemption date cease
and terminate, except only the right of the holders
thereof to receive the redemption price of the shares
so redeemed, including accrued dividends to the
redemption date, but without interest.
The Corporation may also, at any time prior to the
redemption date, deposit in trust, for the account of
the holders of the Second Preferred Stock to be
redeemed, with a bank or trust company in good
standing, organized under the laws of the United States
of America or of the State of New York, doing business
in the Borough of Manhattan, The City of New York,
having capital, surplus and undivided profits
aggregating at least Five Million Dollars ($5,000,000),
designated in the notice of redemption, the redemption
price, together with accrued dividends to the date
fixed for redemption, whether or not earned or declared
and, unless the notice of redemption herein provided
for has previously been duly mailed and published,
deliver irrevocable written instructions directing such
bank or trust company, on behalf and at the expense of
the Corporation, to cause of redemption specifying the
date of redemption to be duly mailed and publication of
the notice to be made as herein provided promptly upon
receipt of such irrevocable instructions. Upon such
deposit in trust, either after due mailing and
publication of the notice of redemption or accompanied
by irrevocable instructions as provided above,
notwithstanding that any certificate for shares of
Second Preferred Stock so called for redemption shall
not have been surrendered for cancellation, all shares
of Second Preferred Stock with respect to which the
deposit shall have been made shall no longer be deemed
to be outstanding, and all rights with respect to such
shares of Second Preferred Stock shall forthwith cease
and terminate except only the right of the holders
thereof to receive from such bank or trust company, at
any time after the time of the deposit, the redemption
price, including accrued dividends to the redemption
date, whether or not earned or declared, but without
interest, of the shares so to be redeemed, and the
right to exercise, on or before the date fixed for
redemption, privileges of conversion or exchange, if
any, not theretofore expiring.
Any moneys deposited by the Corporation pursuant
to this subdivision (5) 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 subdivision (5) 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, after which repayment the holders of the
shares so called for redemption shall look only to the
Corporation for the payment thereof.
(6) The holders of Second Preferred Stock shall
have no right to vote except as otherwise herein or by
statute specifically provided, except for such full or
limited voting powers as may be fixed by the Board of
Directors in respect of the shares of a particular
series in accordance with the provisions of subdivision
(1) of this Article IV B.
If, at any time, dividends payable on the Second
Preferred Stock shall be in default in an amount
equivalent to six full quarterly dividends on all
shares of all series of the Second Preferred Stock at
the time outstanding, then, the holders of the Second
Preferred Stock of all series, voting separately as a
class, shall be entitled to elect two Directors of the
Corporation. When all such dividends in default shall
have been so paid or funds sufficient therefor
deposited in trust (and such dividends in default shall
be so paid as soon as lawful and reasonably practicable
out of any assets of the Corporation available
therefor), the holders of the Second Preferred Stock
shall be divested of such voting rights, but subject
always to the same provisions for the vesting of such
voting rights in the holders of the Second Preferred
Stock in the case of any future such dividend default
or defaults.
The foregoing right of the holders of the Second
Preferred Stock with respect to the election of
Directors of the Corporation may be exercised at any
annual meeting of stockholders or, within the
limitations hereinafter provided, at a special meeting
of stockholders held for such purpose. If the date upon
which such right of the holders of the Second Preferred
Stock shall become vested shall be more than ninety
days preceding the date of the next ensuing annual
meeting of stockholders as fixed by the By-Laws of the
Corporation, the President of the Corporation shall,
within ten days after delivery to the Corporation at
its principal office of a request to such effect signed
by the holders of at least five per cent (5%) of the
Second Preferred Stock then outstanding, call a special
meeting of stockholders to be held within forty days
after the delivery of such request for the purpose of
electing a new Board of Directors to serve until the
next annual meeting and until their successors shall be
elected and shall qualify. Notice of such meeting shall
be mailed to each stockholder entitled to vote thereat
not less than ten days prior to the date of such
meeting. The term of office of all Directors of the
Corporation shall terminate at the time of any such
meeting held for the purpose of electing a new Board of
Directors, notwithstanding that the term for which such
Directors had been elected shall not then have expired.
In the event that at any such meeting at which holders
of the Second Preferred Stock shall be entitled to
elect two Directors, a quorum of the holders of such
Second Preferred Stock shall not be present in person
or by proxy, the holders of the Common Stock, if a
quorum thereof be present, may temporarily elect the
Directors whom the holders of the Second Preferred
Stock were entitled but failed to elect, such Directors
to be designated as having been so elected and their
term of office to expire at such time thereafter as
their successors shall be elected by the holders of the
Second Preferred Stock as herein provided.
Whenever the holders of Second Preferred Stock
shall be entitled to elect two Directors, any holder of
such Second Preferred Stock shall have the right,
during regular business hours, in person or by duly
authorized representative, to examine and to make
transcripts of the stock records of the Corporation for
the Second Preferred Stock for the purpose of
communicating with other holders of such Second
Preferred Stock with respect to the exercise of such
right of election.
Whenever the holders of Second Preferred Stock
shall be divested of such voting right, the President
of the Corporation shall, within ten days after
delivery to the Corporation at its principal office of
a request to such effect signed by any holder of Common
Stock, call a special meeting of the holders of shares
of stock entitled to vote at such meeting to be held
within forty days after the delivery of such request
for the purpose of electing a new Board of Directors to
serve until the next annual meeting or until their
respective successors shall be elected and shall
qualify. If, at any such special meeting, any Director
shall not be reelected, his term of office shall
terminate upon the election and qualification of his
successor, notwithstanding that the term for which such
Director was originally elected shall not then have
expired.
At any annual or special meeting of stockholders
held for the purpose of electing Directors when the
holders of the Second Preferred Stock shall be entitled
to elect two Directors, the presence in person or by
proxy of the holders of one-third of the outstanding
shares of the Second Preferred Stock shall be required
to constitute a quorum for the election by such class
of such two Directors, and the presence in person or by
proxy of the holders of a majority of the outstanding
shares of the Common Stock shall be required to
constitute a quorum for the election by such class of
the Directors which that class is entitled to elect or
for the election temporarily by such class as herein
provided of the members of the Board of Directors whom
the holders of the Second Preferred Stock cannot at the
time for the want of a quorum elect; provided, however,
that the majority of the holders of either such class
of stock who are present in person or by proxy shall
have power to adjourn such meeting for the election of
Directors by such class from time to time without
notice other than announcement at the meeting. No delay
or failure by the holders of any class of stock to
elect the members of the Board of Directors whom such
holders are entitled to elect shall invalidate the
election of the remaining members of the Board of
Directors by the holders of any other class of stock.
At any such election of Directors by the holders of
shares of Second Preferred Stock, each such holder
shall have one vote for each share of such stock
standing in his name on the books of the Corporation on
any record date fixed for such purpose or, if no such
date be fixed, on the date on which the election is
held, subject to the provisions of Article XIII.
If, during any interval between annual meetings of
stockholders for the election of Directors and while
the holders of the Second Preferred Stock shall be
entitled to elect two Directors, the number of
Directors in office who have been elected by the
holders of shares of any class of stock shall, by
reason of resignation, death or removal, be less than
the total number of Directors subject to election by
the holders of shores of such class, (a) the vacancy or
vacancies in the Directors elected by the holders of
shares of that class shall be filled by a majority vote
of the remaining Directors then in office who were
elected by such class or succeeded to Directors so
elected, although such majority be less than a quorum,
or, if there shall be only one such remaining Director,
shall be filled by the Directors then in office upon
nomination of the remaining Director elected by the
holders of the shares of that class or his successor
and (b) if not so filled within forty days after the
creation thereof, the President of the Corporation
shall call a special meeting of the holders of shares
of such class and such vacancy or vacancies shall be
filled at such special meeting.
Any director may be removed from office by vote of
the holders of a majority of the shares of the class of
stock by which his successor would be elected. A
special meeting of the holders of shares of such class
may be called by a majority vote of the Board of
Directors for the purpose of removing a Director in
accordance with the provisions of this paragraph. The
President of the Corporation shall, in any event,
within ten days after delivery to the Corporation at
its principal office of a request to such effect signed
by the holders of at least five per cent (5%) of the
outstanding shares of such class, call a special
meeting for such purpose to be held within forty days
after the delivery of such request.
Holders of Second Preferred Stock shall not be
entitled to receive notice of any meeting of
stockholders at which they are not entitled to vote or
consent.
(7) So longer as any shares of Second Preferred
Stock are outstanding, in addition to any other vote or
consent of stockholders required herein or by law, the
consent of the holders of at least fifty per cent (50%)
of the Second Preferred Stock at the time outstanding,
considered as a single class without regard to series,
given in person or by proxy, either in writing without
a meeting (if permitted by law) or by vote at any
meeting called for the purpose, shall be necessary for
effecting or validating:
(i) Any amendment, alteration or repeal of
any of the provisions of the Certificate of
Incorporation, or of the By-Laws, of the
Corporation, which affects adversely the voting
powers, rights or preferences of the holders of
the Second Preferred Stock or reduces the time for
any notice to which the holders of the Second
Preferred Stock may be entitled; provided,
however, that if such amendment alteration or
repeal affects adversely the rights or preferences
of one or more but not all series of Second
Preferred Stock at the time outstanding, only the
consent of the holders of at least one-half of the
shares of the series so affected shall be
required; and provided further, that the amendment
of the provisions of the Certificate of
Incorporation so as to authorize or create, or to
increase the authorized amount of any junior stock
shall not be deemed to affect adversely the voting
powers, rights or preferences of the holders of
the Second Preferred Stock;
(ii) The authorization or creation of, or the
increase in the authorized amount of, any stock of
any class or any security convertible into stock
of any class, ranking prior to the Second
Preferred Stock;
(iii) The voluntary dissolution, liquidation
or winding up of the affairs of the Corporation,
or the sale, lease or conveyance by the
Corporation of all or substantially all its
property or assets;
(iv) The purchase or redemption (for sinking
fund purposes or otherwise) of less than all of
the Second Preferred Stock at the time outstanding
unless the full dividend on all shares of Second
Preferred Stock of all series then outstanding
shall have been paid or declared and a sum
sufficient for payment thereof set apart;
(v) The increase of the authorized amount of
the Second Preferred Stock, or the authorization
or creation of, or the increase in the authorized
amount of, any stock of any class or any security
convertible into stock of any class, ranking on a
parity with the Second Preferred Stock; or
(vi) The merger or consolidation of the
Corporation with or into any other corporation,
unless the corporation resulting from such merger
or consolidation will have after such merger or
consolidation no class of stock and no other
securities either authorized or outstanding
ranking prior to or on a parity with the Second
Preferred Stock, except the same number of shares
of stock and the same amount of other securities
with the same rights and preferences as the stock
and securities of the Corporation respectively
authorized and outstanding immediately preceding
such merger or consolidation, and each holder of
Second Preferred Stock immediately preceding such
merger or consolidation shall receive the same
number of shares, with the same rights and
preferences, of the resulting corporation;
provided, however, that no such consent of the holders
of the Second Preferred Stock shall be required if, at
or prior to the time when such amendment, alteration or
repeal is to take effect or when the issuance of any
such additional Second Preferred Stock, prior or parity
stock or convertible security is to be made, or when
such consolidation or merger, voluntary liquidation,
dissolution or winding up sale, lease, conveyance,
purchase or redemption is to take effect, as the case
may be, provision is to be made for the redemption of
all shares of Second Preferred Stock at the time
outstanding, or, in the case of any such amendment,
alteration or repeal as to which the consent of less
than all series of the Second Preferred Stock would
otherwise be required, for the redemption of all shares
of the series of Second Preferred Stock the consent of
which would otherwise be required.
(8) As used herein with respect to the Second
Preferred Stock or in any resolution adopted by the
Board of Directors providing for the issue of any
particular series of the Second Preferred Stock as
authorized by subdivision (1) of this Article IV B, the
following terms shall have the following meanings:
(a) The term "junior stock" shall mean the
Common Stock, the Preference Stock, and any other
class of stock of the Corporation hereafter
authorized over which the Second Preferred Stock
has preference or priority in the payment of
dividends or in the distribution of assets on any
liquidation, dissolution or winding up of the
Corporation.
(b) The term "sinking fund" shall mean any
fund or requirement for the periodic retirement of
shares.
(c) The term "accrued dividends," with
respect to any share of any series, shall mean an
amount computed at the annual dividend rate for
the series of which the particular share is a
part, from the date on which dividends on such
share become cumulative to and including the date
to which such dividends are to be accrued, less
the aggregate amount of all dividends theretofore
paid thereon.
(9) Pursuant to authority expressly granted to
and vested in the Board of Directors by the provisions
of the Certificate of Incorporation, as amended, the
Board of Directors has created a series of 2,400,000
shares of Second Preferred Stock of the Corporation
(such series being hereinafter called the "Second
Preferred Convertible Series"), and has fixed the
voting powers, designation, preferences and relative,
participating, optional and other special rights of the
shares of such series, and the qualifications,
limitations or restrictions thereof (in addition to the
voting powers, designation, preferences and relative,
participating, optional and other special rights, and
the qualifications, limitations or restrictions
thereof, set forth in the Certificate of Incorporation,
as amended, which are applicable to the Second
Preferred Stock of all series) as follows:
(A) The distinctive designation of the
Second Preferred Convertible Series shall be
"Cumulative Second Preferred Convertible Stock";
the number of shares which shall constitute the
Second Preferred Convertible Series shall be
2,400,000 shares; and such number shall not be
increased.
(B) The annual rate of dividends payable on
shares of the Second Preferred Convertible Series
shall be a variable amount equal to the higher of
$10.50 per share and the equivalent dividend that
would be paid if shares of the Second Preferred
Convertible Series were converted to Common Stock
and the date from which dividends shall be
cumulative and shall accrue on all shares of the
Second Preferred Convertible Series shall be the
Effective Time of the Merger, as such terms are
defined in the Agreement and Plan of Merger, dated
as of April 12, 1983 among the Corporation, I N
Holdings, Inc. and Belco Petroleum Corporation."
(C) The Second Preferred Convertible Series
shall not be redeemable by the Corporation prior
to the tenth anniversary of the Effective Time,
and thereafter, the Corporation shall have the
right to redeem any and all of the Second
Preferred Convertible Series at any time at the
redemption price of $100 per share, together with
accrued dividends to the date of distribution or
payment, whether or not earned or declared;
provided, however, that the Corporation shall not
have the right to redeem any shares of the Second
Preferred Convertible Series pursuant to this
subdivision (C) unless the current market price
per Common Share (as defined in subparagraph E(4)
below) has been for at least 30 consecutive
Trading days (as defined in subparagraph E(4)
below) at least 150% of the amount calculated by
dividing $100 by the number of Common Shares into
which one share of the Second Preferred
Convertible Series is then convertible pursuant to
the provisions of subparagraph E below. Any
redemption shall be effected in the manner
provided in subdivision (5) of Article IV-B of the
Certificate of Incorporation.
(D) The amount payable on shares of the
Second Preferred Convertible Series in the event
of any involuntary or voluntary liquidation,
dissolution, or winding up of the affairs of the
Corporation shall be $100 per share, together with
accrued dividends to the date of distribution or
payment, whether or not earned or declared.
(E) (1) Each share of the Second Preferred
Convertible Series shall be convertible at any
time at the option of the holder thereof into
fully paid and non-assessable shares of Common
Stock (the "Common Shares") of the Corporation at
the conversion rate, determined as hereinafter
provided, in effect at the time of conversion.
The rate at which Common Shares shall be delivered
upon conversion of shares of the Second Preferred
Convertible Series (herein called the "conversion
rate") shall be initially 3.413 Common Shares for
each share of Second Preferred Convertible Series.
The conversion rate shall be subject to adjustment
as provided for below. Upon conversion no
allowance or adjustment shall be made for
dividends on either class of stock.
(2) In order to convert shares of the Second
Preferred Convertible Series into Common Shares,
the holder thereof shall surrender at the office
of any transfer agent for the Second Preferred
Convertible Series the certificate or certificates
therefor, duly endorsed to the Corporation or in
blank or accompanied by appropriate instruments of
transfer to the Corporation or in blank, and give
written notice to the Corporation at said office
that he elects to convert such shares. Shares of
the Second Preferred Convertible Series shall be
deemed to have been converted immediately prior to
the close of business on the date of surrender of
such shares for conversion in accordance with the
foregoing provisions (the "Conversion Date"), and
the person or persons entitled to receive the
Common Shares issuable upon such conversion shall
be treated for all purposes as the record holder
or holders of such Common Shares at such time. As
promptly as practicable after the Conversion Date,
the Corporation shall issue and deliver at said
office the certificate or certificates for the
number of full Common Shares issuable upon such
conversion, together with a cash payment in lieu
of any fraction of a Common Share, as hereinafter
provided, to the person or persons entitled to
receive the same or to the nominee or nominees of
such person or persons. In case shares of the
Second Preferred Convertible Series are called for
redemption pursuant to subdivision (C), the right
to convert such shares shall cease and terminate
at the close of business on the date fixed for
redemption unless default shall be made in the
payment of the redemption price.
(3) The conversion rate shall be adjusted
from time to time as follows:
(a) In case the Corporation shall (i)
pay a dividend on its Common Shares in other
Common Shares, (ii) subdivide its outstanding
Common Shares, (iii) combine its outstanding
Common Shares into a smaller number of Common
Shares, or (iv) issue by reclassification of
its Common Shares any other shares of the
Corporation (including in connection with a
merger in which the Corporation is a
surviving corporation), the conversion rate
in effect at the time of the record date for
such dividend or the effective date of such
subdivision, combination or reclassification
shall be proportionately adjusted so that the
holder of each share of the Second Preferred
Convertible Series converted after such time
shall be entitled to receive the aggregate
number and kind of shares which, if such
share of the Second Preferred Convertible
Series had been converted immediately prior
to such time, the holder would have owned
upon such conversion and been entitled to
receive by virtue of such dividend,
subdivision, combination or reclassification.
Such adjustment shall be made successively
whenever any of the events listed above shall
occur;
(b) In case the Corporation shall issue
rights or warrants to the holders of its
Common Shares as such entitling them (for a
period expiring within 45 days after the
record date for determination of the
stockholders entitled to receive such rights
or warrants) to subscribe for or purchase
Common Shares at a price per share less than
the current market price per share (as
defined in subparagraph (E)(4) below) on such
record date, then in each such case the
conversion rate shall be adjusted by
multiplying the conversion rate in effect
immediately prior to such record date by a
fraction, of which the numerator shall be the
number of Common Shares outstanding on the
date of issuance of such rights or warrants
plus the number of additional Common Shares
offered for subscription or purchase, and of
which the denominator shall be the number of
Common Shares outstanding on the date of
issuance of such rights or warrants plus the
number of Common Shares which the aggregate
offering price of the total number of shares
so offered would purchase at such current
market price. For the purposes of this
clause (b), the issuance of rights or
warrants to subscribe for or purchase
securities convertible into Common Shares
shall be deemed to be the issuance of rights
or warrants to purchase the Common Shares
into which such securities are convertible at
an aggregate offering price equal to the
aggregate offering price of such securities
plus the minimum aggregate amount (if any)
payable upon conversion of such securities
into Common Shares. Such adjustment shall be
made whenever any such rights or warrants are
issued, and shall become effective
retroactively with respect to conversions
made subsequent to the record date for the
determination of stockholders entitled to
receive such rights or warrants; and
(c) In case the Corporation shall
distribute to holders of its Common Shares
(including any such distribution made
pursuant to a merger or consolidation in
which the Corporation is the surviving
corporation) any assets (excluding cash
distributions after the Effective Time not
exceeding (a) the aggregate net earning of
the Corporation and its subsidiaries on a
consolidated basis after such date determined
in accordance with sound accounting
principles less (b) dividends paid after such
date on shares other than Common Shares),
rights to subscribe or warrants (excluding
those referred to in clause (b) above),
evidences of its indebtedness or other
securities of the Corporation (other than
Common Shares) then in each such case the
conversion rate shall be adjusted by
multiplying the conversion rate in effect
immediately prior to the record date for
determination of stockholders entitled to
receive such distribution by a fraction, of
which the numerator shall be the current
market price per Common Share (as defined in
subparagraph (E)(4) below) on such record
date, and of which the denominator shall be
such current market price per Common Share
less the fair value (as determined by a
resolution of the Board of Directors of the
Corporation, after consultation with its
investment bankers, filed with each transfer
agent for the Second Preferred Convertible
Series, which determination shall be
conclusive), of the portion of the assets,
rights to subscribe or warrants, evidences of
its indebtedness or other securities so to be
distributed applicable to one Common Share.
Such adjustment shall be made whenever any
such distribution is made, and shall become
effective retroactively with respect to
conversions made subsequent to the record
date for the determination of stockholders
entitled to receive such distribution.
(4) For the purpose of any computation under
subdivision (3) above, the current market price
per Common Share on any date shall be deemed to be
the average of the daily Closing Prices for 30
consecutive Trading Days selected by the
Corporation commencing not more than 45 Trading
Days before the date in question. The term
"Closing Price" on any day shall mean the reported
last sale price per Common Share regular way on
such day or, in case no such sale takes place on
such day, the average of the reported closing bid
and asked prices regular way, in each case on the
Composite Tape, or, if the Common Shares are not
listed or admitted to trading on the New York
Stock Exchange, on the American Stock Exchange,
or, if the Common Shares are not listed or
admitted to trading on the American Stock
Exchange, the principal national securities
exchange on which the Common Shares are listed or
admitted to trading, or, if the Common Shares are
not listed or admitted to trading on any national
securities exchange, the average of the closing
bid and asked prices in the over-the-counter
market as reported by the National Association of
Securities Dealers' Automated Quotation System,
or, if not so reported, as reported by the
National Quotation Bureau, Incorporated, or any
successor thereof, or, if not so reported, the
average of the closing bid and asked prices as
furnished by any member of the National
Association of Securities Dealers, Inc. selected
from time to time by the Corporation for that
purpose; and the term "Trading Day" shall mean a
day on which the principal national securities
exchange on which the Common Shares are listed or
admitted to trading is open for the transaction of
business or, if the Common Shares are not listed
or admitted to trading on any national securities
exchange, a Monday, Tuesday, Wednesday, Thursday
or Friday on which banking institutions in the
Borough of Manhattan, City and State of New York
are not authorized or obligated by law or
executive order to close.
(5) No adjustment in the conversion rate
shall be required unless such adjustment (plus any
adjustments not previously made by reason of this
subdivision (5)) would require an increase or
decrease of at least 1% in the number of Common
Shares into which each share of the Second
Preferred Convertible Series is then convertible;
provided, however, that any adjustments which by
reason of this subdivision (5) are not required to
be made shall be carried forward and taken into
account in any subsequent adjustment. All
calculations under this subparagraph (E) shall be
make to the nearest one-thousandth of a share.
(6) The Board of Directors may make such
adjustments in the conversion rate, in addition to
those required by this subparagraph (E), as shall
be determined by the Board, as evidenced by a
Board resolution, to be advisable in order to
avoid taxation so far as practicable of any
dividend of stock or stock rights or any event
treated as such for Federal income tax purposes to
the recipients. The Board shall have the power to
resolve any ambiguity or correct any error in this
subparagraph (E) and its action in so doing, as
evidenced by the Board resolution, shall be final
and conclusive.
(7) In any case of any reclassification of
Common Shares (other than a reclassification of
the Common Shares referred to in clause (a) of
this subparagraph (E)), any consolidation or
merger of the Corporation with or into another
corporation or any sale or conveyance to another
corporation (other than a wholly-owned subsidiary
of the Corporation) of all or substantially all of
the property of the Corporation, the holder of a
share of the second Preferred Convertible Series
shall have the right thereafter to convert such
share into the kind and amount of shares of stock
and other securities and property receivable upon
such consolidation, merger, sale or conveyance by
a holder of the number of Common Shares into which
such share of the Second Preferred Convertible
Series might have been converted immediately prior
to such consolidation, merger, sale or conveyance
and shall have no other conversion rights with
regard to such share of Second Preferred
Convertible Series. In the event of such a
reclassification, consolidation, merger, sale or
conveyance, effective provision shall be made in
the certificate of incorporation of the resulting
or surviving corporation or otherwise so that the
conversion rate applicable to any stock or other
securities or property into which the shares of
the Second Preferred Convertible Series shall then
be convertible shall be subject to adjustment from
time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with
respect to the Common Shares contained in clauses
(a) to (c) of subdivision (3) inclusive, above,
and the other provisions of this subparagraph (E)
with respect to the Common Shares shall apply on
terms as nearly equivalent as practicable to any
such other shares of stock and other securities
and property deliverable upon conversion of shares
of the Second Preferred Convertible Series.
(8) In the event that any time, as a result
of an adjustment made pursuant to clause (a) of
subdivision (3) above, the holder of any shares of
the Second Preferred Convertible Series thereafter
surrendered for conversion shall become entitled
to receive any shares of capital stock of the
Corporation other than Common Shares, thereafter
the number of such other shares so receivable upon
conversion of such shares of the Second Preferred
Convertible Series shall be subject to adjustment
from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions
with respect to the Common Shares contained in
clauses (a) to (c) of subdivision (3) inclusive,
above, and the other provisions of this
subparagraph (E) with respect to the Common Shares
shall apply on like terms to any such other
shares.
(9) Whenever any adjustment is required in
the Common Shares into which each share of the
Second Preferred Convertible Series is
convertible, the Corporation shall forthwith (i)
file with each transfer agent of the Second
Preferred Convertible Series a statement
describing in reasonable detail the adjustment and
the method of calculation used and (ii) cause a
copy of such statement to be mailed to the holders
of record of the Second Preferred Convertible
Series as of the effective date of such
adjustment.
(10) In case:
(a) the Corporation shall declare a
division (or any other distribution) on its
Common Shares other than a cash dividend or
distribution not exceeding (i) the aggregate
net earnings of the corporation and its
subsidiaries on a consolidated basis after
the Effective Time determined in accordance
with sound accounting principles less (ii)
dividends paid after such date on shares
other than Common Shares; or
(b) the Corporation shall authorize the
granting to the holders of its Common Shares
of rights to subscribe for or purchase any
shares of capital stock of any class or of
any other rights; or
(c) of any reclassification of the
capital stock of the Corporation (other than
a subdivision or combination of its
outstanding shares of Common Shares), or of
any consolidation or merger to which the
Corporation is a party and for which approval
of any stockholders of the Corporation is
required, or of the sale or transfer of all
or substantially all of the assets of the
Corporation, or of the voluntary or
involuntary dissolution, liquidation or
winding up of the Corporation; or
(d) the Corporation proposes to take
any other action that would require an
adjustment of the conversion rate;
then the Corporation shall cause to be mailed to
each transfer agent for the Second Preferred
Convertible Series and to the holders of record of
the outstanding shares of the Second Preferred
Convertible Series, at least 20 days (or 10 days
in any case specified in clause (a) or (b) above)
prior to the applicable record date hereinafter
specified, a notice stating (x) the date on which
a record is to be taken for the purpose of such
dividend, distribution or rights, or, if a record
is not to be taken, the date as of which the
holders of Common Shares of record to be entitled
to such dividend, distribution or rights are to be
determined, or (y) the date on which such
reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation, winding up or
other action is expected to become effective, and
the date as of which it is expected that holders
of Common Shares of record shall be entitled to
exchange their shares of Common Shares for
securities or other property deliverable upon such
reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation, winding up or
other action.
(11) The Corporation shall at all times
reserve and keep available out of its authorized
but unissued Common Shares, for the purpose of
issuance upon conversion of the Second Preferred
Convertible Series, the full number of Common
Shares then issuable upon the conversion of all
shares of the Second Preferred Convertible Series
then outstanding.
(12) The Corporation will pay any and all
taxes that may be payable in respect of the
issuance or delivery of Common Shares on
conversion of shares of the Second Preferred
Convertible Series pursuant hereto. The
Corporation shall not, however, be required to pay
any tax which may be payable in respect of any
transfer involving issue and delivery of Common
Shares in the name other than that in which the
shares of Second Preferred Convertible Series so
converted were registered and no such issue and
delivery shall be made unless and until the person
requesting such issue has paid to the Corporation
the amount of any such tax, or has established, to
the satisfaction of the Corporation, that such tax
has been paid.
(13) For the purpose of this subparagraph
(E), the term "Common Shares" shall include any
shares of the Corporation of any class or series
which has no preference or priority in the payment
of dividends or in the distribution of assets upon
any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation and
which is not subject to redemption by the
Corporation. However, Common Shares issuable upon
conversion of the Second Preferred Convertible
Series shall include only shares of the class
designated as Common Shares as of the original
date of issuance of the Second Preferred
Convertible Series, or shares of the Corporation
of any classes or series resulting from any
reclassification or reclassifications thereof and
which have no preference or priority in the
payment of dividends or in the distribution of
assets upon any voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation and which are not subject to
redemption by the Corporation, provided that if at
any time there shall be more than one such
resulting class or series, the shares of such
class and series then so issuable shall be
substantially in the proportion which the total
number of shares of such class and series
resulting from all such reclassifications bears to
the total number of shares of all such classes and
series resulting from all such reclassifications.
(14) No fractional shares or scrip
representing fractional shares shall be issued
upon the conversion of the Second Preferred
Convertible Series. If any such conversion would
otherwise require the issuance of a fractional
share, an amount equal to such fraction multiplied
by the Closing Price (determined as provided in
subparagraph (E)(4) above) of the Common Shares on
the day of conversion shall be paid to the holder
in cash by the Corporation. If on such date there
is no Closing Price, the fair value of a Common
Share on such date, as determined by the Board of
Directors, shall be used.
(15) The certificate of any independent firm
of public accountants of recognized standing
selected by the Board of Directors shall be
presumptive evidence of the correctness of any
computation made under this subparagraph (E).
(16) All shares of the Second Preferred
Convertible Series, purchased or otherwise
acquired by the Corporation (including shares
surrendered for conversion) shall be cancelled and
thereupon restored to the status of authorized but
unissued Second Preferred Shares undesignated as
to series.
(F) So long as any shares of Second
Preferred Stock are outstanding, in addition to
any other vote or consent of stockholders required
in the Certificate of Incorporation or by law, (i)
the consent of the holders of at least two-thirds
of the Second Preferred Stock at the time
outstanding, considered as a single class without
regard to series, given in person or by proxy,
either in writing without a meeting (if permitted
by law) or by vote at any meeting called for the
purpose, shall be necessary for effecting or
validating:
(1) Any amendment, alteration or repeal
of any of the provisions of the Certificate
of Incorporation, or of the By-Laws, of the
Corporation, which affects adversely the
voting powers, rights or preferences of the
holders of the Second Preferred Stock or
reduces the time for any notice to which the
holders of the Second Preferred Stock may be
entitled; provided, however, that if such
amendment, alteration or repeal affects
adversely the rights or preferences of one or
more but not all series of Second Preferred
Stock at the time outstanding, only the
consent of the holders of at least two-thirds
of the shares of the series so affected shall
be required; and provided further, that the
amendment of the provisions of the
Certificate of Incorporation so as to
authorize or create, or to increase the
authorized amount of any junior stock shall
not be deemed to affect adversely the voting
powers, rights or preferences of the holders
of the Second Preferred Stock;
(2) The authorization or creation of,
or the increase in the authorized amount of,
any stock of any class or any security
convertible into stock of any class, ranking
prior to the Second Preferred Stock;
(3) The voluntary dissolution,
liquidation or winding up of the affairs of
the Corporation, or the sale, lease or
conveyance by the Corporation of all or
substantially property or assets; or
(4) The purchase or redemption (for
sinking fund purposes or otherwise) of less
than all of the Second Preferred Stock at the
time outstanding unless the full dividend on
all shares of Second Preferred Stock of all
series then outstanding shall have been paid
or declared and a sum sufficient for payment
thereof set apart;
and (ii) the consent of the holders of at least a
majority of the Second Preferred Stock at the time
outstanding, considered as a single class without
regard to series, given in person or or by proxy,
either in writing without a meeting (if permitted
by law) or by vote at any meeting called for the
purpose, shall be necessary for effecting or
validating:
(1) The increase of the authorized
amount of the Second Preferred Stock, or the
authorization or creation of, or the increase
in the authorized amount of, any stock of any
class or any security convertible into stock
of any class, ranking on a parity with the
Second Preferred Stock; or
(2) The merger or consolidation of the
Corporation with or into any other
corporation, unless the corporation resulting
from such merger or consolidation will have
after such merger or consolidation no class
of stock and no other securities either
authorized or outstanding ranking prior to or
on a parity with the Second Preferred Stock,
except the same number of shares of stock and
the same amount of other securities with the
same rights and preferences as the stock and
securities of the Corporation respectively
authorized and outstanding immediately
preceding such merger or consolidation, and
each holder of Second Preferred Stock
immediately preceding such merger or
consolidation shall receive the same number
of shares, with the same rights and
preferences, of the resulting corporation;
provided, however, that no such consent of the
holders of the Second Preferred Stock shall be
required if, at or prior to the time when such
amendment, alteration or repeal is to take effect
or when the issuance of any such additional Second
Preferred Stock, prior or parity stock or
convertible security is to be made, or when such
consolidation or merger, voluntary liquidation,
dissolution or winding up, sale, lease,
conveyance, purchase or redemption is to take
effect, as the case may be, provision is to be
made for the redemption of all shares of Second
Preferred Stock at the time outstanding, or, in
the case of any such amendment, alteration or
repeal as to which the consent of less than all
series of the Second Preferred Stock would
otherwise be required, for the redemption of all
shares of the series of Second Preferred Stock the
consent of which would otherwise be required.
(G) In addition to the class voting rights
set forth herein and in the Certificate of
Incorporation, the holders of the shares of Second
Preferred Convertible Series shall vote together
with the holders of the Common Shares (and of any
other securities which may similarly be entitled
to vote with the holders of the Common Share) as a
single class upon all matters upon which
stockholders are entitled to vote and when so
voted shall be entitled to a number of votes per
share equal to the conversion rate in effect on
the record date of the determination of
shareholders entitled to notice of, and to vote at
such meeting.
(H) The shares of the Second Preferred
Convertible Series shall not have any relative,
participating, optional or other special rights
and powers other than as set forth in the
Certificate of Incorporation of the Corporation,
as amended.
C. (1) The Preference Stock may be issued from
time to time in one or more series. All shares of
Preference Stock shall be of equal rank and shall be
identical, except in respect of the particulars that
may be fixed by the Board of Directors as hereinafter
provided pursuant to authority which is hereby
expressly vested in the Board of Directors; and each
share of each series shall be identical in all respects
with the other shares of such series, except as to the
date from which dividends thereon shall be cumulative.
Before any shares of Preference Stock of any particular
series shall be issued, the Board of Directors shall
fix, and is hereby expressly empowered to fix, in the
manner provided by law, the following provisions of the
shares of such series:
(a) The distinctive designation of such
series and the number of shares which shall
constitute such series, which number may be
increased (except where otherwise provided by the
Board of Directors in creating such series) or
decreased (but not below the number of shares
thereof then outstanding) from time to time by
like action of the Board of Directors;
(b) The annual rate of dividends payable on
shares of such series and the date from which
dividends shall be cumulative on all shares of
such series;
(c) The redemption price or prices, if any,
for shares of such series;
(d) The terms of a sinking or purchase fund,
if any, for shares of such series;
(e) The amount payable on shares of such
series in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the
affairs of the Corporation;
(f) The rights, if any, of the holders of
shares of such series to convert such shares into
assets of the Corporation or shares of stock of
the Corporation of any class or of any series of
any class and the terms and conditions of such
conversion; and
(g) The voting powers, full or limited, if
any, of shares of such series, including, without
limitation, any requirements for the approval or
consent of the holders of any prescribed
percentage of the shares of such series with
respect to any specific corporate action
(including any such action specified in
subdivision (7) of this Article IV C), in addition
to any such requirements appertaining to the
shares of all series specifically provided herein,
and any other preferences, and relative,
participating, optional or other special rights,
and qualifications, limitations or restrictions
thereof, so far as not inconsistent with the
provisions of this Article IV C applicable to all
series of Preference Stock and to the full extent
now or hereafter permitted by the laws of
Delaware. Shares of Preference Stock shall be
issued only as fully paid and non-assessable
shares.
The Preferred Stock and Second Preferred Stock
shall have preference and priority over the Preference
Stock in the payment of dividends and in the
distribution of assets on any voluntary or involuntary
liquidation, dissolution or winding up of the
Corporation.
(2) The holders of the Preference Stock of each
series, in preference to the holders of any junior
stock, but subject to the rights and preferences of the
Preferred Stock and Second Preferred Stock, shall be
entitled to receive, as and when declared by the Board
of Directors out of any funds legally available
therefor, cash dividends, at the rate for such series
fixed in accordance with the provisions of subdivision
(1) of this Article IV C, and no more, payable
quarterly on the first days of January, April, July and
October, respectively, in each year, with respect to
the quarterly period ending on the day preceding each
such respective payment date, except that the first
dividend on the initial issue of any series of the
Preference Stock shall be payable on the quarterly
dividend payment date next succeeding the expiration of
thirty days after the date any shares of such series
are issued. Such dividends shall be cumulative, in the
case of shares of each particular series, from the date
fixed for the purpose by the Board of Directors, as
provided in subdivision (1) of this Article IV C.
No dividend shall be paid upon, or declared or set
apart for, any share of Preference Stock for any
quarterly dividend period unless at the same time a
like proportionate dividend for the same quarterly
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 Preference Stock of all series then issued and
outstanding and entitled to receive such dividend.
(3) In no event, so long as any shares of
Preference Stock shall be outstanding, shall any
dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any
junior stock, nor shall any shares of any junior stock
be purchased, redeemed or otherwise acquired for value
by the Corporation, nor shall the Corporation permit
any distribution to be made or shares purchased,
redeemed or otherwise acquired by any subsidiary,
unless all dividends on the Preference Stock of all
series for all past quarterly dividend periods and for
the then current quarterly period shall have been paid
or declared and a sum sufficient for the payment
thereof set apart, and unless the Corporation shall not
be in arrears with respect to any sinking fund for any
series of Preference Stock. The foregoing provisions of
this subdivision (3) shall not, however, apply to a
dividend payable in any junior stock, or to the
acquisition of shares of any junior stock in exchange
for, or through application of the proceeds of the sale
of, shares of any other junior stock.
Subject to the foregoing and to any further
limitations prescribed in accordance with the
provisions of subdivision (1) of this Article IV C, the
Board of Directors may declare, out of any funds
legally available therefor, dividends upon the then
outstanding shares of any junior stock, and no holders
of shares of Preference Stock of any series shall be
entitled to share therein.
(4) In the event of any voluntary or 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 any junior
stock, the holders of the Preference Stock shall be
entitled to be paid in full the respective amounts
fixed in accordance with the provisions of subdivision
(1) of this Article IV C, together with accrued
dividends to such distribution or payment date whether
or not earned or declared. If such payment shall have
been made in full to the holders of the Preference
Stock, the remaining assets and funds of the
Corporation shall be distributed among the holders of
the junior stock, according to their respective rights
and preferences and in each case according to their
respective shares. 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
Preference Stock, the holders of all series of
Preference Stock shall share ratably in any
distribution of assets in proportion to the full
amounts to which they would otherwise be respectively
entitled. Neither the consolidation or merger of the
Corporation, nor the sale, lease or conveyance of all
or a part of its assets, shall be deemed a liquidation,
dissolution or winding up of the affairs of the
Corporation within the meaning of the foregoing
provisions of this subdivision (4) or of subdivision
(7) of this Article IV C.
(5) Subject to the provisions of subdivision (7)
of this Article IV C, the Preference 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, or in the case of any one or more series,
for the purpose of any sinking fund or other
requirement for any such series fixed by the Board of
Directors pursuant to the provisions of subdivision (1)
of this Article IV C, at any time or from time to time,
at the applicable redemption price for such series
fixed in accordance with the provisions of subdivision
(1) of this Article IV C, together with accrued
dividends to the redemption date, whether or not earned
or declared. If less than all the outstanding shares of
Preference Stock of any series are to be redeemed, the
shares to be redeemed shall be determined by lot or pro
rata in such manner as the Board of Directors may
prescribe.
Notice of every redemption of Preference Stock
shall be mailed, addressed to the holders of record of
the shares to be redeemed at their respective addresses
as they shall appear on the stock books of the
Corporation (but no failure to mail such notice or any
defect therein or in the mailing thereof shall affect
the validity of the proceedings for such redemption),
such mailing to be at least thirty days and not more
than sixty days prior to the date fixed for redemption.
If, on or before the redemption date specified in
the notice of redemption, the redemption price,
together with accrued dividends to the date fixed for
redemption, whether or not earned or declared, shall
have been set aside by the Corporation, separate and
apart from its other funds, in trust for the pro rata
benefit of the holders of the shares so called for
redemption, so as to be and continue to be available
therefor, then, from and after the date of redemption
so designated, notwithstanding that any certificate for
shares of Preference Stock so called for redemption
shall not have been surrendered for cancellation, the
shares represented thereby shall no longer be deemed
outstanding, the dividends thereon shall cease to
accumulate, and all rights with respect to the shares
of Preference Stock so called for redemption shall
forthwith on the redemption date cease and terminate,
except only the right of the holders thereof to receive
the redemption price of the shares so redeemed,
including accrued dividends to the redemption date, but
without interest.
The Corporation may also, at any time prior to the
redemption date, deposit in trust, for the account of
the holders of the Preference Stock to be redeemed,
with a bank or trust company in good standing,
organized under the laws of the United States of
America or of the State of New York, doing business in
the Borough of Manhattan, The City of New York, having
capital, surplus and undivided profits aggregating at
least Five Million Dollars ($5,000,000), designated in
the notice of redemption, the redemption price,
together with accrued dividends to the date fixed for
redemption, whether or not earned or declared and,
unless the notice of redemption herein provided for has
previously been duly mailed, deliver irrevocable
written instructions directing such bank or trust
company, on behalf and at the expense of the
Corporation, to cause notice of redemption specifying
the date of redemption to be duly mailed as herein
provided promptly upon receipt of such irrevocable
instructions. Upon such deposit in trust, either after
due mailing of the notice of redemption or accompanied
by irrevocable instructions as provided above,
notwithstanding that any certificate for shares of
Preference Stock so called for redemption shall not
have been surrendered for cancellation, all shares of
Preference Stock with respect to which the deposit
shall have been made shall no longer be deemed to be
outstanding, and all rights with respect to such shares
of Preference Stock shall forthwith cease and terminate
except only the right of the holders thereof to receive
from such bank or trust company, at any time after the
time of the deposit, the redemption price, including
accrued dividends to the redemption date, whether or
not earned or declared, but without interest, of the
shares so to be redeemed, and the right to exercise, on
or before the date fixed for redemption, privileges of
conversion or exchange, if any, not theretofore
expiring.
Any moneys deposited by the Corporation pursuant
to this subdivision (5) 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 subdivision (5) and
unclaimed at the end of three 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, after which repayment the holders of the
shares so called for redemption shall look only to the
Corporation for the payment thereof.
(6) The holders of Preference Stock shall have no
right to vote except as otherwise herein or by statute
specifically provided, except for such full or limited
voting powers as may be fixed by the Board of Directors
in respect of the shares of a particular series in
accordance with the provisions of subdivision (1) of
this Article IV C.
If, at any time, dividends payable on the
Preference Stock shall be in default in an amount
equivalent to six full quarterly dividends on all
shares of all series of the Preference Stock at the
time outstanding, then, the holders of the Preference
Stock of all series, voting separately as a class,
shall be entitled to elect two Directors of the
Corporation. When all such dividends in default shall
have been so paid or funds sufficient therefor
deposited in trust (and such dividends in default shall
be so paid as soon as lawful and reasonably practicable
out of any assets of the Corporation available
therefor), the holders of the Preference Stock shall be
divested of such voting rights, but subject always to
the same provisions for the vesting of such voting
rights in the holders of the Preference Stock in the
case of any future such dividend default or defaults.
The foregoing right of the holders of the
Preference Stock with respect to the election of
Directors of the Corporation may be exercised at any
annual meeting of stockholders or, within the
limitations hereinafter provided, at a special meeting
of stockholders held for such purpose. If the date upon
which such right of the holders of the Preference Stock
shall become vested shall be more than ninety days
preceding the date of the next ensuing annual meeting
of stockholders as fixed by the By-Laws of the
Corporation, the President of the Corporation shall,
within ten days after delivery to the Corporation at
its principal office of a request to such effect signed
by the holders of at least five per cent (5%) of the
Preference Stock then outstanding, call a special
meeting of stockholders to be held within forty days
after the delivery of such request for the purpose of
electing a new Board of Directors to serve until the
next annual meeting and until their successors shall be
elected and shall qualify. Notice of such meeting shall
be mailed to each stockholder entitled to vote thereat
not less than ten days prior to the date of such
meeting. The term of office of all Directors of the
Corporation shall terminate at the time of any such
meeting held for the purpose of electing a new Board of
Directors, notwithstanding that the term for which such
Directors had been elected shall not then have expired.
In the event that at any such meeting at which holders
of the Preference Stock shall be entitled to elect two
Directors, a quorum of the holders of such Preference
Stock shall not be present in person or by proxy, the
holders of the Common Stock, if a quorum thereof be
present, may temporarily elect the Directors whom the
holders of the Preference Stock were entitled but
failed to elect, such Directors to be designated as
having been so elected and their term of office to
expire at such time thereafter as their successors
shall be elected by the holders of the Preference Stock
as herein provided.
Whenever the holders of Preference Stock shall be
entitled to elect two Directors, any holder of such
Preference Stock shall have the right, during regular
business hours, in person or by duly authorized
representative, to examine and to make transcripts of
the stock records of the Corporation for the Preference
Stock for the purpose of communicating with other
holders of such Preference Stock with respect to the
exercise of such right of election.
Whenever the holders of Preference Stock shall be
divested of such voting right, the President of the
Corporation shall, within ten days after delivery to
the Corporation at its principal office of a request to
such effect signed by any holder of Common Stock, call
a special meeting of the holders of shares of stock
entitled to vote at such meeting to be held within
forty days after the delivery of such request for the
purpose of electing a new Board of Directors to serve
until the next annual meeting or until their respective
successors shall be elected and shall qualify. If, at
any such special meeting, any Director shall not be
reelected, his term of office shall terminate upon the
election and qualification of his successor,
notwithstanding that the term for which such Director
was originally elected shall not then have expired.
At any annual or special meeting of stockholders
held for the purpose of electing Directors when the
holders of the Preference Stock shall be entitled to
elect two Directors, the presence in person or by proxy
of the holders of one-third of the outstanding shares
of the Preference Stock shall be required to constitute
a quorum for the election by such class of such two
Directors, and the presence in person or by proxy of
the holders of a majority of the outstanding shares of
the Common Stock shall be required to constitute a
quorum for the election by such class of the Directors
which that class is entitled to elect or for the
election temporarily by such class as herein provided
of the members of the Board of Directors whom the
holders of the Preference Stock cannot at the time for
the want of a quorum elect; provided, however, that the
majority of the holders of either such class of stock
who are present in person or by proxy shall have power
to adjourn such meeting for the election of Directors
by such class from time to time without notice other
than announcement at the meeting. No delay or failure
by the holders of any class of stock to elect the
members of the Board of Directors whom such holders are
entitled to elect shall invalidate the election of the
remaining members of the Board of Directors by the
holders of any other class of stock. At any such
election of Directors by the holders of shares of
Preference Stock, each such holder shall have one vote
for each share of such stock standing in his name on
the books of the Corporation on any record date fixed
for such purpose or, if no such date be fixed, on the
date on which the election is held, subject to the
provisions of Article XIII.
If, during any interval between annual meetings of
stockholders for the election of Directors and while
the holders of the Preference Stock shall be entitled
to elect two Directors, the number of Directors in
office who have been elected by the holders of shares
of any class of stock shall, by reason of resignation,
death or removal, be less than the total number of
Directors subject to election by the holders of shares
of such class, (a) the vacancy or vacancies in the
Directors elected by the holders of shares of that
class shall be filled by a majority vote of the
remaining Directors then in office who were elected by
such class or succeeded to Directors so elected,
although such majority be less than a quorum, or, if
there shall be only one such remaining Director, shall
be filled by the Directors then in office upon
nomination of the remaining Director elected by the
holders of the shares of that class or his successor
and (b) if not so filled within forty days after the
creation thereof, the President of the Corporation
shall call a special meeting of the holders of shares
of such class and such vacancy or vacancies shall be
filled at such special meeting.
Any Director may be removed from office by vote of
the holders of a majority of the shares of the class of
stock by which his successor would be elected. A
special meeting of the holders of shares of such class
may be called by a majority vote of the Board of
Directors for the purpose of removing a Director in
accordance with the provisions of this paragraph. The
President of the Corporation shall, in any event,
within ten days after delivery to the Corporation at
its principal office of a request to such effect signed
by the holders of at least five per cent (5%) of the
outstanding shares of such class, call a special
meeting for such purpose to be held within forty days
after the delivery of such request.
Holders of Preference Stock shall not be entitled
to receive notice of any meeting of stockholders at
which they are not entitled to vote or consent.
(7) So long as any shares of Preference Stock are
outstanding, in addition to any other vote or consent
of stockholders required herein or by law, (a) the
consent of the holders of at least sixty-six and two-
thirds per cent (66-2/3%) of the Preference Stock at
the time outstanding, considered as a single class
without regard to series, given in person or by proxy,
either in writing without a meeting (if permitted by
law) or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating:
(i) Any amendment, alteration or repeal of
any of the provisions of the Certificate of
Incorporation, or of the By-Laws, of the
Corporation, which affects adversely the voting
powers, rights or preferences of the holders of
the Preference Stock or reduces the time for any
notice to which the holders of the Preference
Stock may be entitled; provided, however, that if
such amendment, alteration or repeal affects
adversely the rights or preferences of one or more
but not all series of Preference Stock at the time
outstanding, only the consent of the holders of at
least two-thirds of the shares of the series so
affected shall be required; and provided further,
that the amendment of the provisions of the
Certificate of Incorporation so as to authorize or
create, or to increase the authorized amount of
any junior stock shall not be deemed to affect
adversely the voting powers, rights or preferences
of the holders of the Preference Stock;
(ii) The authorization or creation of, or the
increase in the authorized amount of, any stock of
any class or any security convertible into stock
of any class, ranking prior to the Preference
Stock;
(iii) The voluntary dissolution, liquidation
or winding up of the affairs of the Corporation,
or the sale, lease or conveyance by the
Corporation of all or substantially all its
property or assets; or
(iv) The purchase or redemption (for sinking
fund purposes or otherwise) of less than all of
the Preference Stock at the time outstanding
unless the full dividend on all shares of
Preference Stock of all series then outstanding
shall have been paid or declared and a sum
sufficient for payment thereof set apart;
and (b) the consent of the holders of more than fifty
per cent (50%) of the Preference Stock at the time
outstanding, considered as a single class without
regard to series, given in person or by proxy, either
in writing without a meeting (if permitted by law) or
by vote at any meeting called for the purpose, shall be
necessary for effecting or validating:
(i) The increase of the authorized amount of
the Preference Stock, or the authorization or
creation of, or the increase in the authorized
amount of, any stock of any class or any security
convertible into stock of any class, ranking on a
parity with the Preference Stock; or
(ii) The merger or consolidation of the
Corporation with or into any other corporation,
unless the corporation resulting from such merger
or consolidation will have after such merger or
consolidation no class of stock and no other
securities either authorized or outstanding
ranking prior to or on a parity with the
Preference Stock, except the same number of shares
of stock and the same amount of other securities
with the same rights and preferences as the stock
and securities of the Corporation respectively
authorized and outstanding immediately preceding
such merger or consolidation, and each holder of
Preference Stock immediately preceding such merger
or consolidation shall receive the same number of
shares, with the same rights and preferences, of
the resulting corporation;
provided, however, that no such consent of the holders
of the Preference Stock shall be required if, at or
prior to the time when such amendment, alteration or
repeal is to take effect or when the issuance of any
such additional Preference Stock, prior or parity stock
or convertible security is to be made, or when such
consolidation or merger, voluntary liquidation,
dissolution or winding up, sale, lease, conveyance,
purchase or redemption is to take effect, as the case
may be, provision is to be made for the redemption of
all shares of Preference Stock at the time outstanding,
or, in the case of any such amendment, alteration or
repeal as to which the consent of less than all series
of the Preference Stock would otherwise be required,
for the redemption of all shares of the series of
Preference Stock the consent of which would otherwise
be required.
(8) As used herein with respect to the Preference
Stock or in any resolution adopted by the Board of
Directors providing for the issue of any particular
series of the Preference Stock as authorized by
subdivision (1) of this Article IV C, the following
terms shall have the following meanings:
(a) The term "junior stock" shall mean the
Common Stock and any other class of stock of the
Corporation hereafter authorized over which the
Preference Stock has preference or priority in the
payment of dividends or in the distribution of
assets on any liquidation, dissolution or winding
up of the Corporation.
(b) The term "sinking fund" shall mean any
fund or requirement for the periodic retirement of
shares.
(c) The term "accrued dividends," with
respect to any share of any series, shall mean an
amount computed at the annual dividend rate for
the series of which the particular share is a
part, from the date on which dividends on such
share became cumulative to and including the date
to which such dividends are to be accrued, less
the aggregate amount of all dividends theretofore
paid thereon.
(D) Except as herein or by the resolutions
creating any series of Preferred Stock or Second
Preferred Stock or Preference Stock or by statute
specifically provided, the holders of the Common Stock
shall have the exclusive right to vote for the election
of Directors and for all other purposes.
(E) The shares of capital stock of the
Corporation may be issued by the Corporation from time
to time for such consideration not less than the par
value thereof as from time to time may be fixed by the
Board of Directors of the Corporation.
(F) No holder of any class of stock of the
Corporation shall have any preemptive right to
subscribe to any additional issue of stock of any class
or series or to any securities of the Corporation
convertible into or exchangeable for any such stock.
ARTICLE V
The minimum amount of capital with which this
corporation heretofore was authorized to commence
business was one thousand dollars ($1,000.00)
ARTICLE VI
The names and places of residence of the persons
who heretofore incorporated this corporation are as
follows:
NAME RESIDENCE
H. E. Grantland Wilmington, Delaware
H. H. Snow Wilmington, Delaware
L. E. Gray Wilmington, Delaware
ARTICLE VII
This corporation shall have perpetual existence.
ARTICLE VIII
The private property of the stockholders shall not
be subject to the payment of corporate debts to any
extent whatever, but shall be exempt from corporate
liability.
ARTICLE IX
In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is
expressly authorized:
(a) To make, alter, amend and rescind the
By-Laws of this corporation.
(b) To set apart out of any of the available
funds of this corporation such reserves for proper
purposes as the Board of Directors may deem
expedient, and to abolish any such reserves.
(c) To determine the use and distribution of
any surplus and net profits.
(d) To authorize and cause to be executed
and delivered, without limit as to amount,
mortgages and instruments of pledge of, and other
instruments creating liens upon, the real and
personal property of this corporation.
(e) From time to time, to determine whether
and to what extent and at what times and places
and under what conditions and regulations the
accounts and books of this corporation (other than
the stock ledger) or any of them, shall be open to
the inspection of the stockholders; and no
stockholder shall have any right to inspect any
account or book or document of this corporation,
except as conferred by statute, by Article IV of
the Certificate of Incorporation with respect to
the Preferred Stock, Second Preferred Stock and
Preference Stock, or authorized by the Directors
or by a resolution of the stockholders.
(f) By resolution or resolutions, passed by
a majority of the whole board, to designate one or
more committees, each committee to consist of two
or more of the Directors of this corporation,
which, to the extent provided in said resolution
or resolutions or in the By-Laws of this
corporation, shall have and may exercise the
powers of the Board of Directors in the management
of the business and affairs of this corporation,
and may have power to authorize the seal of this
corporation to be affixed to all papers which may
require it. Such committee or committees shall
have such name or names as may be stated in the
By-Laws of this corporation or as may be
determined from time to time by resolution adopted
by the Board of Directors.
(g) Subject to the provisions of Article IV
of the Certificate of Incorporation with respect
to the Preferred Stock, Second Preferred Stock and
Preference Stock, when and as authorized by the
affirmative vote of the holders of a majority of
the stock issued and outstanding having voting
powers, given at a stockholders' meeting duly
called for that purpose, or when authorized by the
written consent of the holders of a majority of
the voting stock issued and outstanding, the Board
of Directors shall have power and authority to
sell, lease or exchange all of the property and
assets of this corporation, including its good
will, upon such terms and conditions and for such
consideration, which may be in whole or in part
shares of stock in, and/or other securities of,
any other corporation, or corporations as its
Board of Directors shall deem expedient and for
the best interests of this corporation.
This corporation may in its By-Laws confer powers
and authority upon its Board of Directors in addition
to the foregoing and in addition to the powers and
authorities expressly conferred upon it by statute.
ARTICLE X
No contract or other transaction between this
corporation and any other corporation and no act of
this corporation shall in any way be affected or
invalidated by the fact that any of the Directors of
this corporation are pecuniarily or otherwise
interested in, or are directors or officers of, such
other corporation.
ARTICLE XI
The stockholders and Board of Directors shall have
power, if the By-Laws so provide, to hold their
meetings and to keep the books of this corporation
(except such as are required by the laws of Delaware to
be kept in Delaware) and documents and papers of this
corporation outside the State of Delaware and have one
or more offices within or without the State of Delaware
at such places as may be designated from time to time
by the Board of Directors.
ARTICLE XII
(a) The number of Directors of this corporation
is specified in the By-Laws and, subject to the
provisions of Article IV of the Certificate of
Incorporation, such number may be increased or
decreased from time to time in such manner as may be
prescribed in the By-Laws. The Directors need not be
stockholders.
(b) In case of an increase in the number of
Directors, subject to the provisions of Article IV of
the Certificate of Incorporation, the additional
Directors may be elected by the Board of Directors to
hold office until the next annual meeting of the
stockholders and until their successors are elected and
qualified. In case of vacancies in the Board of
Directors, subject to the provisions of Article IV of
the Certificate of Incorporation, a majority of the
remaining Directors may elect Directors to fill such
vacancy.
ARTICLE XIII
No action requird to be taken or which may be
taken at any annual meeting or special meeting of
stockholders of the Corporation may be taken without a
meeting, and the power of stockholders to consent in
writing, without a meeting, to the taking of any action
is specifically denied.
ARTICLE XIV
This corporation has and shall have the right to
amend, alter, change or repeal any provision of this
Certificate of Incorporation, as hereby amended, except
as otherwise expressly provided in Article IV hereof,
in the manner now or hereafter prescribed by statute
and all rights conferred upon stockholders herein are
granted subject to said right of this corporation.
ARTICLE XV
1. In addition to the requirements of the
provisions of any series of Preferred or Preference
Stock which may be outstanding, and whether or not a
vote of the stockholders is otherwise required, the
affirmative vote of the holders of not less than eighty
per cent (80%) of the Voting Stock shall be required
for the approval or authorization of any Business
Transaction with a Related Person, or any Business
Transaction in which a Related Person has an interest
(except proportionately as a stockholder); provided,
however, that the eighty per cent (80%) voting
requirement shall not be applicable if (i) the
Continuing Directors, who at the time constitute at
least a majority of the entire Board of Directors of
the Corporation, have expressly approved the Business
Transaction by at least an eighty per cent (80%) vote
of such Continuing Directors, (ii) the Business
Transaction occurs more than five years after the last
acquisition of Voting Stock by the Related Person or
(iii) all of the following conditions are satisfied:
(A) The Business Transaction is a merger or
consolidation or sale of substantially all of the
assets of the Corporation, and the cash or fair
market value of the property, securities or other
consideration to be received per share by holders
of Common Stock of the Corporation (other than
such Related Person) in the Business Transaction
is at least equal in value to such Related
Person's Highest Purchase Price; provided,
however, that if such Business Transaction is
effected more than nine months after the last date
upon which such Related Person paid the Highest
Purchase Price, the consideration to be received
per share by holders of Common Stock of the
Corporation (other than such Related Person) in
such Business Transaction shall be at least equal
in value to such Related Person's Adjusted
Purchase Price;
(B) After such Related Person has become the
Beneficial Owner of not less than ten per cent
(10%) of the Voting Stock of the Corporation and
prior to the consummation of such Business
Transaction, such Related Person shall not have
become the Beneficial Owner of any additional
shares of Voting Stock or securities convertible
into Voting Stock, except (i) as a part of the
transaction which resulted in such Related Person
becoming the Beneficial Owner of not less than ten
per cent (10%) of the Voting Stock or (ii) as a
result of a pro rata stock dividend or stock
split; and,
(C) Prior to the consummation of such
Business Transaction, such Related Person shall
not have, directly or indirectly, (i) received the
benefit (except proportionately as a stockholder)
of any loans, advances, guarantees, pledges or
other financial assistance or tax credits provided
by the Corporation or any of its subsidiaries, or
(ii) caused any material change in the
Corporation's business or equity capital
structure, including, without limitation, the
issuance of shares of capital stock of the
Corporation.
2. For the purpose of this Article XV:
(i) The term "Business Transaction" shall
mean (a) any merger or consolidation involving the
Corporation or a subsidiary of the Corporation,
(b) any sale, lease, exchange, transfer or other
disposition (in one transaction or a series of
transactions), including without limitation a
mortgage or any other security device, of all or
any Substantial Part of the assets either of the
Corporation or of a subsidiary of the Corporation,
(c) any sale, lease, exchange, transfer or other
disposition of all or any Substantial Part of the
assets of an entity to the Corporation or a
subsidiary of the Corporation, (d) the issuance,
sale, exchange, transfer or other disposition by
the Corporation or a subsidiary of the Corporation
of any securities of the Corporation or any
subsidiary of the Corporation, (e) any
recapitalization or reclassification of the
Corporation's securities (including without
limitation, any reverse stock split) or other
transaction that would have the effect of
increasing the voting power of a Related Person,
(f) any liquidation, spinoff, splitoff, splitup or
dissolution of the Corporation, and (g) any
agreement, contract or other arrangement providing
for any of the transactions described in this
definition of Business Transaction.
(ii) The term "Related Person" shall mean and
include (a) any individual, corporation,
partnership, group, association or other person or
entity which, together with its Affiliates and
Associates, is the Beneficial Owner of not less
than ten per cent (10%) of the Voting Stock of the
Corporation or was the Beneficial Owner of not
less than ten per cent (10%) of the Voting Stock
of the Corporation (x) at the time the definitive
agreement providing for the Business Transaction
(including any amendment thereof) was entered
into, (y) at the time a resolution approving the
Business Transaction was adopted by the Board of
Directors of the Corporation, or (z) as of the
record date for the determination of stockholders
entitled to notice of and to vote on, or consent
to, the Business Transaction, and (b) any
Affiliate or Associate of any such individual,
corporation, partnership, group, association or
other person or entity; provided, however, and
notwithstanding anything in the foregoing to the
contrary, the term "Related Person" shall not
include the Corporation, a wholly owned subsidiary
of the Corporation, any employee stock ownership
or other employee benefit plan of the Corporation
or any wholly owned subsidiary of the Corporation,
or any trustee of, or fiduciary with respect to,
any such plan when acting in such capacity.
(iii) The term "Beneficial Owner" shall
be defined by reference to Rule 13d-3 under the
Securities Exchange Act of 1934, as in effect on
February 1, 1984; provided, however, and without
limitation, any individual, corporation,
partnership, group, association or other person or
entity which has the right to acquire any Voting
Stock at any time in the future, whether such
right is contingent or absolute, pursuant to any
agreement, arrangement or understanding or upon
exercise of conversion rights, warrants or
options, or otherwise, shall be the Beneficial
Owner of such Voting Stock.
(iv) The term "Highest Purchase Price" shall
mean the highest amount of consideration paid by
such Related Person for a share of Common Stock of
the Corporation (including any brokerage
commissions, transfer taxes and soliciting
dealers' fees) in the transaction which resulted
in such Related Person becoming a Related Person
or within one year prior to the date such Related
Person became a Related Person; provided, however,
that the Highest Purchase Price shall be
appropriately adjusted to reflect the occurrence
of any reclassification, recapitalization, stock
split, reverse stock split, withholding of
dividends or other readjustment in the number of
outstanding shares of Common Stock of the
Corporation, or the declaration of a stock
dividend thereon, between the last date upon which
such Related Person paid the Highest Purchase
Price to the effective date of the merger or
consolidation or the date of distribution to
stockholders of the Corporation of the proceeds
from the sale of substantially all of the assets
of the Corporation referred to in subparagraph (A)
of Section 1 of this Article XV during the
Relevant Period.
(v) The term "Relevant Period" shall mean
the period which runs from the last date upon
which such Related Person paid the Highest
Purchase Price for a share of Common Stock of the
Corporation to the effective date of the merger or
consolidation or the date of distribution to
stockholders of the Corporation of the proceeds
from the sale of substantially all the assets of
the Corporation referred to in subparagraph (A) of
Section 1 of this Article XV.
(vi) The term "Adjusted Purchase Price" shall
mean that amount which would result from
increasing such Related Person's Highest Purchase
Price during the Relevant Period at an annual rate
equal to one-hundred ten per cent (110%) of the
arithmetic average of the weekly per annum market
discount rates for three-month U.S. Treasury bills
during such Relevant Period, as published by the
Board of Governors of the Federal Reserve System;
provided, however, that in respect of any portion
of the Relevant Period during which the
Corporation cannot determine the annual rate of
increase in the foregoing manner, the annual rate
of increase shall be deemed to be ten percent
(10%); and provided further that the amount of the
increase in such Related Party's Highest Purchase
Price which would occur as a result of the
foregoing provision shall be reduced by the
aggregate of the regular quarterly cash dividends
paid per share of Common Stock during the Relevant
Period.
(vii) The term "Substantial Part" shall mean
more than twenty per cent (20%) of the fair market
value of the total assets of the entity in
question, as reflected on the most recent
consolidated balance sheet of such entity existing
at the time the stockholders of the Corporation
would be required to approve or authorize the
Business Transaction involving the assets
constituting any such Substantial Part.
(viii) In the event of a merger in which the
Corporation is the surviving corporation, for the
purpose of subparagraph (A) of Section 1 of this
Article XV, the phrase "property, securities or
other consideration to be received" shall include,
without limitation, Common Stock of the
Corporation retained by its existing stockholders
(other than such Related Person).
(ix) The term "Voting Stock" shall mean all
outstanding shares of capital stock of the
Corporation entitled to vote generally in the
election of directors, considered for the purpose
of this Article XV as one class; provided,
however, that if the Corporation has shares of
Voting Stock entitled to more or less than one
vote for any such share, each reference in this
Article XV to a proportion of shares of Voting
Stock shall be deemed to refer to such proportion
of the votes entitled to be cast by such shares.
(x) The term "Continuing Director" shall
mean a director who either was a member of the
Board of Directors of the Corporation prior to the
time such Related Person became a Related Person
or who subsequently became a director of the
Corporation and whose election, or nomination for
election by the Corporation's stockholders, was
approved by a vote of at least eighty per cent
(80%) of the Continuing Directors then on the
Board, either by a specific vote or by approval of
the proxy statement issued by the Corporation on
behalf of the Board of Directors in which such
person is named as nominee for director, without
an objection to such nomination; provided,
however, that in no event shall a director be
considered a "Continuing Director" if such
director is a Related Person and the Business
Transaction to be voted upon is with such Related
Person or is one in which such Related Person
otherwise has an interest (except proportionately
as a stockholder of the Corporation).
(xi) The term "Affiliate," used to indicate a
relationship to a specified person, shall mean 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.
(xii) The term "Associate," used to indicate
a relationship with a specified person, shall mean
(A) any corporation, partnership or other
organization of which such specified person is an
officer or partner or is, directly or indirectly,
the Beneficial Owner of ten per cent (10%) or more
of any class of equity securities, (B) 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, (C) 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 (D) any person who is a director
or officer of such specified person or any of its
parents or subsidiaries (other than the
Corporation or any wholly owned subsidiary of the
Corporation).
3. For the purpose of this Article XV, if the
Continuing Directors constitute at least a majority of
the entire Board of Directors, then eighty per cent
(80%) of such Continuing Directors shall have the power
to make a good faith determination, on the basis of
information known to them, of: (i) the number of shares
of Voting Stock of which any person is the Beneficial
Owner, (ii) whether a person is an Affiliate or
Associate of another, (iii) whether a person has an
agreement, arrangement or understanding with another as
to the matters referred to in the definition of
Beneficial Owner herein, (iv) whether the assets
subject to any Business Transaction constitute a
substantial part, (v) whether any Business Transaction
is one in which a Related Person has an interest
(except proportionately as a stockholder), (vi) whether
a Related Person has, directly or indirectly, received
the benefits or caused any of the changes referred to
in subparagraph (C) of Section 1 of this Article XV,
and (vii) such other matters with respect to which a
determination is required under this Article XV.
4. Nothing contained in this Article XV shall be
construed to relieve any Related Person from any
fiduciary obligation imposed by law.
5. Notwithstanding any other provisions of this
Certificate of Incorporation or the By-Laws of the
Corporation (and notwithstanding that a lesser
percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), the
provisions of this Article XV may not be repealed or
amended in any respect, nor may any provision be
adopted inconsistent with this Article XV, unless such
action is approved by the affirmative vote of the
holders of not less than eighty per cent (80%) of the
Voting Stock.
ARTICLE XVI
1. A director of the Corporation shall not be
personally liable to the Corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which
the director derived an improper personal benefit.
2. (A) Each person who was or is made a party
or is threatened to be made a party to or is involved
in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter
a "proceeding"), by reason of the fact that he or she,
or a person of whom he or she is the legal
representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent
of another corporation or of a partnership, joint
venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the
basis of such proceeding is alleged action in an
official capacity as a director, officer, employee or
agent or in any other capacity while serving as a
director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only
to the extent that such amendment permits the
Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide
prior to such amendment), against all expense,
liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection
therewith, and such indemnification shall continue as
to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided,
however, that, except as provided in paragraph (B)
hereof, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding
(or part thereof initiated by such person only if such
proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a
contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending
any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or
her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by
such person while a director or officer, including,
without limitation, service to an employee benefit
plan) in advance of the final disposition of the
proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced
if it shall ultimately to be determined that such
director or officer is not entitled to be indemnified
under this Section or otherwise. The Corporation may,
by action of its Board of Directors, provide
indemnification to employees and agents of the
Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
(B) If a claim under paragraph 2 (A) of this
Article XVI is not paid in full by the Corporation
within thirty days after a written claim has been
received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in
advance of its final disposition where the required
undertaking, if any is required, has been tendered to
the Corporation) that the claimant has not met the
standards of conduct which make it permissible under
the Delaware General Corporation Law for the
Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall
be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such
action that indemnification of the claimant is proper
in the circumstances because he or she has met the
applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board
of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant
has not met the applicable standard of conduct.
(C) The right to indemnification and the payment
of expenses incurred in defending a proceeding in
advance of its final disposition conferred in this
Section shall not be exclusive of any other right which
any person may have or hereafter acquire under any
statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
(D) The Corporation may maintain insurance, at
its expense, to protect itself and any director,
officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust
or other enterprise against any such expense, liability
or loss, whether or not the Corporation would have the
power to indemnify such person against such expense,
liability or loss under the Delaware General
Corporation Law.
THIS RESTATED CERTIFICATE OF INCORPORATION WAS
DULY ADOPTED IN ACCORDANCE WITH SECTION 245 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.
IN WITNESS WHEREOF, Enron Corp. has caused its
Corporate Seal to be hereunto affixed and this Restated
Certificate of Incorporation to be signed by Kenneth L.
Lay, its Chairman of the Board and Chief Executive
Officer, and Peggy B. Menchaca, its Vice President and
Secretary, this 22nd day of August, 1994.
/s/ KENNETH L. LAY
Kenneth L. Lay
Chairman of the Board and
Chief Executive Officer
(S E A L)
ATTEST:
/s/ PEGGY B. MENCHACA
Peggy B. Menchaca
Vice President and Secretary
As filed in the office of the Secretary of State of
Delaware on August 23, 1994 at 10 a.m.
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CERTIFICATE OF DESIGNATIONS
OF THE
9.142% PERPETUAL SECOND PREFERRED STOCK
(Liquidation Preference $1,000,000 Per Share)
OF
ENRON CORP.
_______________
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
_______________
The undersigned DOES HEREBY CERTIFY that the following
resolutions were duly adopted by Unanimous Consent of the
Preferred Securities Committee of the Board of Directors of
Enron Corp., a Delaware corporation (the "Corporation"),
dated December 21, 1994, acting in accordance with the
provisions of section 141(f) of the General Corporation Law
of the State of Delaware:
"RESOLVED, that pursuant to authority expressly granted
to and vested in the Board of Directors by Article IV of the
Restated Certificate of Incorporation of the Corporation
(the "Certificate of Incorporation") the Board of Directors
authorizes the creation of a series of Second Preferred
Stock, par value $1.00 per share ("Second Preferred Stock"),
of the Corporation, such series to be designated 9.142%
Perpetual Second Preferred Stock (the "9.142% Perpetual
Preferred Stock"), upon the terms and conditions set forth
herein and hereby fixes the designation and number of shares
thereof and the other powers, preferences and relative,
participating, optional or other special rights, and the
qualifications, limitations and restrictions thereof (in
addition to those set forth in the Certificate of
Incorporation that may be applicable to the 9.142% Perpetual
Preferred Stock) as follows:
1. The distinctive designation of the series shall be
"9.142% Perpetual Second Preferred Stock;" the number of
shares that shall constitute the 9.142% Perpetual Preferred
Stock series shall be 35.568509 shares; and such number
shall not be increased.
2. The annual rate of dividends payable on shares of
the 9.142% Perpetual Preferred Stock shall be $91,420 per
share and the date from which dividends shall be cumulative
and shall accrue on all shares of the 9.142% Perpetual
Preferred Stock shall be December 30, 1994.
3. The shares of Second Preferred Convertible Stock
shall not be redeemable by the Corporation.
4. The amount payable on shares of the 9.142%
Perpetual Preferred Stock in the event of any involuntary or
voluntary liquidation, dissolution, or winding up of the
affairs of the Corporation shall be $1,000,000 per share,
together with accrued dividends to the date of distribution
or payment, whether or not earned or declared.
5. So long as any shares of Second Preferred Stock
are outstanding, in addition to any other vote or consent of
stockholders required in the Certificate of Incorporation or
by law, (i) the consent of the holders of at least two-
thirds of the Second Preferred Stock at the time
outstanding, considered as a single class without regard to
series, given in person or by proxy, either in writing
without a meeting (if permitted by law) or by vote at any
meeting called for the purpose, shall be necessary for
effecting or validating:
(1) Any amendment, alteration or repeal of any of
the provisions of the Certificate of Incorporation, or
of the By-Laws, of the Corporation, which affects
adversely the voting powers, rights or preferences of
the holders of the Second Preferred Stock or reduces
the time for any notice to which the holders of the
Second Preferred Stock may be entitled; provided,
however, that if such amendment, alteration or repeal
affects adversely the rights or preferences of one or
more but not all series of Second Preferred Stock at
the time outstanding, only the consent of the holders
of at least two-thirds of the shares of the series so
affected shall be required; and provided further, that
the amendment of the provisions of the Certificate of
Incorporation so as to authorize or create, or to
increase the authorized amount of any junior stock
shall not be deemed to affect adversely the voting
powers, rights or preferences of the holders of the
Second Preferred Stock;
(2) The authorization or creation of, or the
increase in the authorized amount of, any stock of any
class or any security convertible into stock of any
class, ranking prior to the Second Preferred Stock;
(3) The voluntary dissolution, liquidation or
winding up of the affairs of the Corporation, or the
sale, lease or conveyance by the Corporation of all or
substantially all of its property or assets; or
(4) The purchase or redemption (for sinking fund
purposes or otherwise) of less than all of the Second
Preferred Stock at the time outstanding unless the full
dividend on all shares of Second Preferred Stock of all
series then outstanding shall have been paid or
declared and a sum sufficient for payment thereof set
apart;
and (ii) the consent of the holders of at least a majority
of the Second Preferred Stock at the time outstanding,
considered as a single class without regard to series, given
in person or by proxy, either in writing without a meeting
(if permitted by law) or by vote at any meeting called for
the purpose, shall be necessary for effecting or validating:
(1) The increase of the authorized amount of the
Second Preferred Stock, or the authorization or
creation of, or the increase in the authorized amount
of, any stock of any class, or any security convertible
into stock of any class, ranking on a parity with the
Second Preferred Stock; or
(2) The merger or consolidation of the
Corporation with or into any other corporation, unless
the corporation resulting from such merger or
consolidation will have after such merger or
consolidation no class of stock and no other securities
either authorized or outstanding ranking prior to or on
a parity with the Second Preferred Stock, except the
same number of shares of stock and the same amount of
other securities with the same rights and preferences
as the stock and securities of the Corporation
respectively authorized and outstanding immediately
preceding such merger or consolidation, and each holder
of Second Preferred Stock immediately preceding such
merger or consolidation shall receive the same number
of shares, with the same rights and preferences, of the
resulting corporation;
provided, however, that no such consent of the holders of
the Second Preferred Stock shall be required if, at or prior
to the time when such amendment, alteration or repeal is to
take effect or when the issuance of any such additional
Second Preferred Stock, prior or parity stock or convertible
security is to be made, or when such consolidation or
merger, voluntary liquidation, dissolution or winding up,
sale, lease, conveyance, purchase or redemption is to take
effect, as the case may be, provision is to be made for the
redemption of all shares of Second Preferred Stock at the
time outstanding, or, in the case of any such amendment,
alteration or repeal as to which the consent of less than
all series of the Second Preferred Stock would otherwise be
required, for the redemption of all shares of the series of
Second Preferred Stock the consent of which would otherwise
be required.
6. All shares of the 9.142% Perpetual Preferred
Stock, purchased or otherwise acquired by the Corporation
shall be cancelled and thereupon restored to the status of
authorized but unissued shares of Second Preferred Stock,
undesignated as to series.
7. The shares of the 9.142% Perpetual Preferred Stock
shall not have any relative, participating, optional or
other special rights and powers other than as set forth in
the Certificate of Incorporation of the Corporation."
IN WITNESS WHEREOF, Enron Corp. has caused this
Certificate to be made under the seal of the Corporation and
signed by Kurt S. Huneke, its Vice President and attested by
Kate B. Cole, its Assistant Secretary, the 27th day of
December, 1994.
ENRON CORP.
By: KURT S. HUNEKE
Name: Kurt S. Huneke
Title: Vice President,
Finance and Treasurer
ATTEST:
By: KATE B. COLE
Name: Kate B. Cole
Title: Assistant Secretary
[Seal of Enron Corp.]
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/31/95 | | | | | | | 10-Q |
| For Period End: | | 12/31/94 | | | | | | | 11-K |
| | 12/30/94 | | 2 |
| | 12/21/94 | | 2 |
| | 8/23/94 | | 1 |
| List all Filings |
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