Pre-Effective Amendment to Application or Declaration — Form U-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: U-1/A Pre-Effective Amendment to Application or 59± 262K
Declaration
2: EX-99.1 Ex A-1 Memorandum of Association of Emera 4± 19K
11: EX-99.10 Ex D-5 Ferc Order 9 28K
12: EX-99.11 Ex G-1 Emera's Annual Report 46 256K
13: EX-99.12 Ex K-1 Emera Inc. Group of Companies 2± 15K
3: EX-99.2 Ex A-2 Articles of Association of Emera 42± 170K
4: EX-99.3 Ex A-3 Articles of Organization of Bhe 144 382K
5: EX-99.4 Ex A-4 By-Laws of Bhe 42 83K
6: EX-99.5 Ex A-5 Articles of Bangor Var 9 44K
7: EX-99.6 Ex A-6 Bylaws of Bangor Var 8 21K
8: EX-99.7 Ex A-7 Partnership Agreement 23± 96K
9: EX-99.8 Ex D-2 Order of Maine Public Utilities Commission 17 58K
10: EX-99.9 Ex D-3 Mpuc Certification 1 8K
Exhibit A-3
STATE OF MAINE
CHANGE OF CLERK or
REGISTERED OFFICE or BOTH
Pursuant to 13-A MRSA ss.304 the undersigned
corporation advises you of the following change(s):
FIRST: The name and registered office of the clerk appearing on the record in
Secretary of State's office
FREDERICK S. SAMP
33 STATE STREET, BANGOR ME 04401
(street, city, state and zip code)
SECOND: The name and physical location of the registered office of the successor
(new) clerk, who must be a Maine resident, are:
ANDREW LANDRY
(name)
33 STATE STREET, BANGOR ME 04401 (street address (not PO Box),
city, state and zip code)
(mailing address if different from above)
THIRD: Upon a change in clerk this must be completed:
(X) Such change was authorized by the directors and the
power to make such change is not reserved to the
shareholders by the articles or the bylaws.
( ) Such change was authorized by the shareholders.
(Complete the following)
I certify that I have custody of the minutes showing the
above action by the shareholders.
(signature of new clerk, secretary or
assistant secretary)
Dated: OCTOBER 13, 1995 BANGOR HYDRO-ELECTRIC COMPANY
(Name of Corporation)
By
(signature)
ANDREW LANDRY, CLERK
(type or print name and capacity)
By
(signature)
(type or print name and capacity)
This document MUST be signed by (1) the Clerk or (2) the President or a
vice-president AND the Secretary, an assistant secretary or other officer the
bylaws designate as second certifying officer OR (3) if no such officers, a
majority of the directors or such directors designated by a majority of
directors then in office OR (4) if no directors, the holders, or such of them
designated by the holders, of record of a majority of all outstanding shares
entitled to vote thereon OR (5) the holders of all outstanding shares.
FORM NO. MBCA-3 Rev. 90
SUBMIT COMPLETED FORMS TO: Secretary of State, Station 101,
Augusta, Maine 04333
STATE OF MAINE
CERTIFICATE OF ORGANIZATION OF A CORPORATION
UNDER THE GENERAL LAW
The undersigned, officers of a corporation organized at Bangor, Maine at a
meeting of the signers of the articles of agreement therefor, duly called and
held at the office of the Bangor Railway and Electric Company, Bangor, Maine on
Monday the ninth day of June A.D. 1924 hereby certify as follows:
The name of said corporation is BANGOR HYDRO-ELECTRIC COMPANY.
The purposes of said corporation are:
(a) The acquisition with the consent of the Public Utilities Commission of
the State of Maine and the operation of the properties, rights, privileges and
franchises now or heretofore owned and operated by the Bangor Railway and
Electric Company, Bar Harbor and Union River Power Company, Bangor Power Company
and Lincoln Light and Power Company, including the distribution systems and
other properties acquired or about to be acquired by the Lincoln Light and Power
Company from Montague-Howland Electric Company, Penobscot Light and Power
Company, Edward M. Graham, doing business as the Eastern Development Company and
Edward M. Graham, and extensions, enlargements and additions to said properties,
rights, privileges and franchises to be hereafter purchased or acquired.
(b) The construction, purchase acquisition, ownership, improvement,
maintenance, use or operation of plants and properties for the making,
generating, selling, distribution or supplying gas or electricity or both, for
lighting, heating, manufacturing or mechanical purposes in the Cities of Bangor,
Brewer, and Old Town and the Towns of Milford, Charleston, Corinth, Orono,
Bradley, Eddington, Veazie, Lincoln, Winn, Mattawamkeag, Glenburn, Enfield,
Howland, Passadumkeag, Orrington, Hermon and Hampden in the County of Penobscot,
the City of Ellsworth and the Towns of Bar Harbor, Blue Hill, Brookline,
Bucksport, Dedham, Mount Desert, Segdwick, Southwest Harbor, Surry and Trenton
in the County of Hancock, and the Towns of Machias, East Machias and Machiasport
in the County of Washington and any other Cities or Towns of said Counties of
Penobscot, Hancock and Washington, in the State of Maine.
(c) In connection with the foregoing the company shall have and exercise
all of the rights, privileges and franchises of the corporation whose rights,
privileges and franchises it acquires and all powers conferred by the Laws of
the State of Maine on public utility corporations of the character of the
corporations whose properties are acquired.
(d) The buying or otherwise obtaining and selling or leasing real estate
and the manufacturing, buying or otherwise obtaining and selling or leasing
personal property necessary or convenient in the prosecution of the foregoing
purposes and generally the doing of all things necessary or convenient for or
incident to said purposes, including the carrying on of any Mercantile Business
in connection with any of said purposes and the taking, holding and owning by
purchase, contract or otherwise of stocks, bonds, script or other corporations
of other corporations and disposing of the same in any manner, such taking,
holding, owning and disposing to be with all the incidents of ownership.
The amount of capital stock is ten million dollars ($10,000,000).
The amount of common stock is five million dollars ($5,000,000).
The amount of preferred stock is five million dollars ($5,000,000).
The amount of capital stock already paid in is Nothing.
The par value of the shares is one hundred dollars ($100).
The names and residences of the owners of said shares are as follows:
--------------------------------------------------------------
NO. OF SHARES
NAMES REFERENCES COMMON PREFERRED
--------------------------------------------------------------
Edward M. Graham Bangor, Maine 1 share
Albert E. Bass " 1 "
Charles D. Stanford " 1 "
J. Norman Towle " 1 "
A. Langdon Freese " 1 "
Howard Corning " 1 "
Frank Silliman, 3rd " 1 "
--------------
7 shares
Total number of shares remaining
in Treasury 99,993
---------------
Total number of shares 100,000 shares
===============
Said corporation is located at Bangor, in the County of Penobscot.
The number of Directors is seven and their names are:
Edward M. Graham, Albert E. Bass, Charles D. Stanford, J. Norman Towle, A.
Langdon Freese, Howard Corning and Frank Silliman, 3rd.
The name of the Clerk is Howard Corning and his residence is Bangor.
The undersigned, Edward M. Graham is President; the undersigned Howard Corning
is Treasurer; and the undersigned Edward M. Graham, Albert E. Bass, Charles D.
Stanford, J. Norman Towle, A. Langdon Freese, Howard Corning and Frank Silliman,
3rd are a majority of the Directors of said corporation.
Witness our hands this ninth day of June A.D. 1924.
Edward M. Graham, President
Howard Corning, Treasurer
Edward M. Graham, Director
J. Norman Towle, Director
Howard Corning, Director
Albert E. Bass, Director
Charles D. Stanford, Director
A. Langdon Freese, Director
Frank Silliman 3rd, Director
PENOBSCOT ss. June 9, A.D. 1924
Then personally appeared Edward M. Graham, Albert E. Bass, Charles D. Stanford,
J. Norman Towle, A. Langdon Freese, Howard Corning and Frank Silliman, 3rd and
severally made oath to the foregoing certificate, that the same is true.
Before me,
E.C. Ryder Justice of the Peace
--------------------
STATE OF MAINE
I hereby certify that I have examined the foregoing certificate and the
same is property drawn and signed, and is conformable to the constitution and
laws of the State.
Clement F. Robinson, Deputy Attorney General
COPY
(Name of Corporation.)
BANGOR HYDRO-ELECTRIC COMPANY
Penobscot ss.
Registry of Deeds.
Received June 11, 1924 at 9:15 a.m.
Recorded in Vol: 4 Page 424
ATTEST: \ss\ Warren E. Craig, Registrar.
A true copy of record.
ATTEST: \ss\ Warren E. Craig, Registrar.
STATE OF MAINE
Office of the Secretary of State
Augusta, August 1, 1924
Received and filed this day.
ATTEST: \ss\ DEPUTY, Secretary of State
Recorded in Vol. 103 Page 240.
TO FRANK W. BALL, SECRETARY OF THE STATE OF MAINE:
I hereby certify that at a special meeting of the stockholders of the
Bangor Hydro-Electric Company, a corporation organized and existing under the
laws of the State of Maine, held at the offices of said Company, in Bangor, in
the County of Penobscot and State of Maine, on the fifteenth day of June, A.D.
1926, pursuant to a notice duly given, it was voted, unanimously, by a majority
of the entire stock of said Company to increase the capital stock of said
Company from ten million (10,000,000) dollars to eleven million (11,000,000)
dollars by the issuance of ten thousand (10,000) shares of six (6) per cent
cumulative preferred stock, so that the capital stock of said Company at the
present time consists of fifty thousand (50,0000) shares of seven (7) per cent
preferred stock, ten thousand (10,000) shares of six (6) percent preferred
stock, and fifty thousand (50,000) shares of common stock, all of the par value
of one hundred (100) dollars each and the aggregate value of eleven million
(11,000,000) dollars.
Witness my hand and the seal of said Company this fifteenth day of June,
A.D. 1926.
\ss\ Eugene M. Dole
Clerk of Bangor Hydro-
Electric Company
Bangor Hydro-Electric Company
Increase of Capital
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, June 14, 1926 Received
and filed this day.
ATTEST:
\ss\ DEPUTY, Secretary of State
Recorded in Vol. 17 Page 320.
STATE OF MAINE
PUBLIC UTILITIES COMMISSION
Certificate of increase of capital stock
of Bangor Hydro-Electric Company.
-----------
For reasons set forth in our decree of July 14, 1926, entitled Bangor
Hydro-Electric Company: Re application for approval of issue of securities, U.
865, it is
CERTIFIED that the Bangor Hydro-Electric Company has been authorized under
Section 39 of Chapter 55 of the Revised Statutes, as amended, to increase its
capital stock by the amount of one million dollars ($1,000,0000) of 6% preferred
capital stock, so that the capitalization of said company is -
No. Aggregate
Kind of Stock of shares Par value Amount
---------------------------------------------------------------------
Common stock 50,000 $100 $5,000,000
Preferred stock 7% 50,000 $100 $5,000,000
Preferred stock 6% 10,000 $100 $1,000,000
-----------
Total $11,000,000
===========
It is further
CERTIFIED that the Bangor Hydro-Electric Company has complied with the
requirements of Section 42 of Chapter 51 of the Revised Statutes, as amended by
Chapter 196 of the Public Laws of 1925, by payment of the prescribed fees to the
State of Maine, and it is further
CERTIFIED that said increase of stock was duly authorized by vote of the
stockholders at a meeting properly called and held for said purpose, and it is
further
CERTIFIED that within fifteen (15) days after said vote of said
stockholders, notice of the proposed increase was filed with this Commission.
Given the hand and seal of the Public Utilities Commission at Augusta, this
14th day of July, A.D. 1926.
Charles E. Gurney PUBLIC UTILITIES
Herbert W. Trafton COMMISSION
Albert Greenlaw OF MAINE
A true copy.
ATTEST: \ss\
Bangor Hydro-Electric Company
Increase of Capital
STATE OF MAINE
Office of Secretary of State
Augusta, July 17, 1926 Received
and filed this day.
ATTEST:
\ss\ DEPUTY, Secretary of State
Recorded in Vol. 6 Page 266.
STATE OF MAINE
PUBLIC UTILITIES COMMISSION
Certificate of increase of capital stock
of the Bangor Hydro-Electric Company.
----------
For reasons set forth in our decree of even date, entitled "Bangor
Hydro-Electric Company, re: application for increase of capital stock, U #968"
it is
CERTIFIED that the Bangor Hydro-Electric Company has been authorized under
Section 39 of Chapter 55 of the Revised Statutes, as amended, to increase its
capital stock from Eleven Million Dollars ($11,000,000) to Thirteen Million
Dollars ($13,000,000), said increase to consist of twenty thousand (20,000)
shares of Six Per Cent Cumulative Preferred Stock of the par value of One
Hundred Dollars ($100) each. It is further
CERTIFIED that the Bangor Hydro-Electric Company has complied with the
requirements of Section 42 of Chapter 51 of the Revised Statutes, as amended, by
payment of the prescribed fees to the State of Maine; and it is further
CERTIFIED that the said increase of stock was duly authorized by vote of
the stockholders at a meeting properly called and held for said purposes; and it
is further
CERTIFIED that within fifteen days after said vote of said stockholders,
notice of the proposed increase was filed with this Commission.
Given under the hand and seal of the Public Utilities Commission at
Augusta, this 19th day of November, A.D. 1927.
Charles E. Gurney PUBLIC UTILITIES
Herbert W. Trafton COMMISSION
Albert Greenlaw OF MAINE
A true copy,
ATTEST: \ss\ Clerk
Bangor Hydro-Electric Company
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, December 3, 1927 Received
and filed this day.
ATTEST:
\ss\ Secretary of State
Recorded in Vol. 6 Page 321.
TO THE STOCKHOLDERS OF THE BANGOR HYDRO-ELECTRIC COMPANY
Notice is hereby given that a Special Meeting of the Stockholders of the
Bangor Hydro-Electric Company will be held at the principal office of the
Company, No. 84 Harlow Street, in the City of Bangor, Maine on Tuesday, the
eighth day of November, A.D. 1927, at ten o'clock A.M., for the purpose of
considering and voting on the following matters:
1. The increase of the capital stock of the Company from $11,000,000
to $13,000,000, by the issuance of 20,000 shares of 6% cumulative
preferred stock.
2. The approval and ratification of the votes of the Board of
Directors authorizing such issue.
3. The transaction of such other business as may be presented to the
meeting.
If you cannot attend the meeting, please sign the enclosed proxy, have your
signature witnessed and return the same in the enclosed stamped envelope.
By order of the Board of Directors.
Eugene M. Dole, Clerk
October 21st, 1927.
State of Maine
County of Penobscot, s.s. October 21st, 1927.
I have this day deposited notices whereof the above is a true copy, signed
by me as Clerk of the Bangor Hydro-Electric Company, and addressed, postage
paid, to the several stockholders at their respective last known addresses, as
the same appear on the stock books of the Company, in the Post Office at Bangor,
said County and State.
Eugene M. Dole, Clerk
A true copy of the original notice and of the certificate of return of
service thereof.
Eugene M. Dole, Clerk
In accordance with the By-Laws of the Bangor Hydro-Electric Company and
with notice duly issued as above recorded, the stockholders of said Bangor
Hydro-Electric Company met in special meeting at the principal office of said
Company, No. 84 Harlow Street, Bangor, Maine, on Tuesday, the eighth day of
November, 1927, at ten o'clock in the forenoon.
The President called the meeting to order and presided throughout.
The notice of the meeting and the certificate of return of service thereof
were read by Eugene M. Dole, Clerk of this Company.
On motion duly made and seconded, it was
VOTED, unanimously, that the capital stock of the Bangor Hydro-Electric
Company be increased from $11,000,000 to $13,000,000, by the issuance of 20,000
shares of 6% cumulative preferred stock to be sold from time to time to pay for
extensions and improvements of the property of the Company and for other
corporate purposes which may arise from time to time, as the necessities of the
Company and the increase of business require, at a price not less than the price
fixed by the Public Utilities Commission.
VOTED FURTHER, that the vote of the Board of Directors of the Company
passed at a meeting of the Board held on the 13th day of October, 1927,
authorizing such issue be and it is hereby approved, ratified and confirmed.
VOTED FURTHER, that the Clerk of the Company be and he is hereby directed
to file with the Public Utilities Commission of the State of Maine, as provided
by law within fifteen days from the date of this meeting, a certificate verified
by his affidavit that a vote increasing the capital stock of the Bangor
Hydro-Electric Company from $11,000,000 to $13,000,000 was on the 8th day of
November, 1927, duly passed by the Stockholders of that Company representing a
majority of the stock issued, voting at a meeting duly called and held for the
purpose of such increase,---
I, Eugene M. Dole, Clerk of the Bangor Hydro-Electric Company, hereby
certify that the foregoing is a true copy of a portion of the minutes of a
special meting of the stockholders, held at the principal office of the Company,
No. 84 Harlow Street, Bangor, Maine, on Tuesday, November 1927, at ten o'clock
in the forenoon.
\ss\ Eugene M. Dole, Clerk
Bangor Hydro-Electric Company
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, December 3, 1927 Received
and filed this day.
ATTEST:
\ss\ Secretary of State
Recorded in Vol. 18 Pages 188 &189.
BANGOR HYDRO-ELECTRIC COMPANY
AMENDMENT TO CERTIFICATE OF ORGANIZATION
I, EUGENE M. DOLE, Clerk of Bangor Hydro-Electric Company, hereby certify
that at a meeting of the stockholders of said Company duly and regularly
convened and held according to the By-Laws of the Company and according to law,
at the principal office of the Company, No. 33 State Street, Bangor, Maine, on
the twelfth day of February, 1929, at 10 o'clock A.m., the following Resolutions
were duly adopted by the affirmative vote of the holders of a majority of the
Capital Stock issued and outstanding of the Company:
On motion, duly made and seconded, the following resolutions were
adopted by the unanimous vote of all of the stockholders present,
constituting more than a majority of all of the stock issued:
"VOTED, that the par value of the shares of the Common Stock of
this Company be and the same hereby is changed from $100. per share to
$25. per share, and that the number of shares to be issued to be
correspondingly increased from 50,000 to 200,000 shares; and
VOTED FURTHER, that four shares of the Common Stock of this
Company of the par value of $25. each shall be issued in exchange for
each outstanding share of Common Stock of the par value of $100.
VOTED, that the capital stock of the Company be increased from
$13,000,000 to $15,500,000 by the authorization of 100,000 shares of
its Common Capital Stock of the par value of $25. each, the said stock
to be used for the corporate purposes of the Company which may arise
from time to time, the stock to be issued at a price not less than the
price fixed by the Public Utilities Commission; so that after the
increase the authorized Capital Stock of this Company shall be as
follows:
7% Preferred Stock, par value
$100. per share $5,000,000.
6% Preferred Stock, par value
$100. per share 3,000,000.
Common Stock, par value
$25. per share 7,500,000.
------------
Total Authorized Capital $15,500,000.
============
VOTED, that the President or Clerk of this Company, either of whom may act,
be and they hereby are requested and directed to file in the office of the
Secretary of State a certificate setting forth the changes in the Charter or
Certificate of Organization of this Company provided for by the foregoing
resolutions."
WITNESS my hand and seal the 12th day of February, one thousand none
hundred and twenty-nine.
\ss\ Eugene M. Dole
{SEAL}
Clerk of Bangor Hydro-
Electric Company
STATE OF MAINE
Penobscot, ss. February 12th, 1929.
Then personally appeared the above named EUGENE M. DOLE and made oath
that the above statement by him subscribed is true.
\ss\ Sherman N. Shumway
Notary Public {SEAL}
Bangor Hydro-Electric Company
Decrease in Par Value
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, February 11, 1929 Received
and filed this day.
ATTEST:
\ss\ Secretary of State
Recorded in Vol. 18 Page 522.
STATE OF MAINE
PUBLIC UTILITIES COMMISSION
Bangor Hydro-Electric Company, Re: Application for approval of increase of
capital stock.
U.#1071
STEARNS, Chairman; TRAFTON and GREENLAW, Commissioners;
APPEARANCES: Sherman N. Shumway, Esq., for Petitioner.
The Bangor Hydro-Electric Company, a public utility, filed with the
Commission an application seeking authority to increase its capital stock from
Thirteen Million Dollars ($13,000,000) to Fifteen Million, Five Hundred Thousand
Dollars ($15,500,000).
The petitioner at a meeting of its stockholders held February 12, 1929,
attended by a quorum of the capital stock issued and outstanding, voted to
increase its capital stock from Thirteen Million Dollars ($13,000,000) to
Fifteen Million, Five Hundred Thousand Dollars ($15,500,000) by the
authorization of one hundred thousand (100,000) shares of common capital stock
of the par value of Twenty-five Dollars ($25) each.
Within fifteen days after the vote of its stockholders aftersaid the
petitioner filed notice of said increase of its capital stock with the
Commission.
The fees prescribed by statute having been paid a certificate will be
issued certifying our approval of the increase. The Clerk of this Commission is
DIRECTED
to cause to be filed a certificate in the office of the Secretary of State
certifying to such increase. It is accordingly
ORDERED, ADJUDGED AND DECREED
1. That the Commission approve the increase of capital stock of the Bangor
Hydro-Electric Company from Thirteen Million Dollars ($13,000,000) to Fifteen
Million, Five Hundred Thousand Dollars ($15,500,000) said increase to consist of
one hundred thousand (100,000) shares of common capital stock of the par value
of Twenty-five Dollars ($25) each, aggregating Two Million, Two Hundred Fifty
Thousand Dollars ($2,250,000) and the fees prescribed by statute having been
paid, certificate of this Commission will be issued approving said increase.
The Clerk of this Commission is hereby
DIRECTED
to cause to be filed in the office of the Secretary of State a certificate
attested by him, certifying to such increase. The Clerk will also make his
return, evidencing his compliance with this order.
Given under the hand and seal of the Public Utilities Commission, at
Augusta, this nineteenth day of February, A.D., 1929.
Albert J. Stearns PUBLIC UTILITIES
Herbert W. Trafton COMMISSION
Albert Greenlaw OF MAINE
A true copy,
ATTEST:
\ss\ Clerk
STATE OF MAINE
PUBLIC UTILITIES COMMISSION
Certificate of increase of capital
stock of the Bangor Hydro-Electric Company
For reasons set forth in our decree of even date, entitled "Bangor
Hydro-Electric Company, Re: Application for increase of capital stock, U.
#1071", it is
CERTIFIED that the Bangor Hydro-Electric Company has been authorized under
Section 39 of Chapter 55 of the Revised Statutes, as amended, to increase its
capital stock from Thirteen Million Dollars ($13,000,000) to Fifteen Million,
Five Hundred Thousand Dollars ($15,500,000) said increase to consist of one
hundred thousand (100,000) shares of common capital stock of the par value of
Twenty-five Dollars ($25) each. It is further
CERTIFIED that the Bangor Hydro-Electric Company has complied with the
requirements of Section 42 of Chapter 51 of the Revised Statutes, as amended, by
payment of the prescribed fees to the State of Maine; and it is further
CERTIFIED that said increase of stock was duly authorized by vote of the
stockholders at a meeting properly called and held for said purposes; and it is
further
CERTIFIED that within fifteen days after said vote of said stockholders,
notice of the proposed increase was filed with this Commission.
Given under the hand and seal of the Public Utilities Commission, at
Augusta, this 19th day of February, A.D., 1929.
ALBERT J. STEARNS PUBLIC UTILITIES
HERBERT W. TRAFTON COMMISSION
ALBERT GREENLAW OF MAINE
ATTEST:
A true copy,
\ss\ Clerk
Bangor Hydro-Electric Company
Increase of Capital
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, February 22, 1929 Received
and filed this day.
ATTEST:
\ss\ DEPUTY, Secretary of State
Recorded in Vol. 6 Pages 361 & 362.
BANGOR HYDRO-ELECTRIC COMPANY
CERTIFICATE OF INCREASE OF CAPITAL STOCK
I, EUGENE M. DOLE, Clerk of Bangor Hydro-Electric Company, hereby certify
that at a meeting of the stockholders of said Company duly and regularly
convened and held according to the By-Laws of the Company and according to law,
at the principal office of the Company, No. 33 State Street, Bangor, Maine of
the twelfth day of February, 1929, at ten o'clock A.M., the following
Resolutions, among others, were duly adopted by the affirmative vote of the
holders of a majority of the Capital Stock issued and outstanding of the
Company:
VOTED, that the capital stock of the Company be increased from
$13,000,000 to $15,500,000 by the authorization of 100,000 shares of
its Common Capital Stock of the par value of $25. each, the said stock
to be used for the corporate purposes of the Company which may arise
from time to time, the stock to be issued at a price not less than the
price fixed by the Public Utilities Commission; so that after the
increase the authorized Capital Stock of this Company shall be as
follows:
7% Preferred Stock, par value
$100. per share $5,000,000.
6% Preferred Stock, par value
$100 per share 3,000,000.
Common Stock, par value
$25. per share 7,500,000.
-----------
Total Authorized Capital $15,500,000.
===========
*******************
VOTED FURTHER, that the officers and Directors of this Company be and they
hereby are authorized, empowered and directed to take such steps as may be
necessary and proper to secure the consent of the Public Utilities Commission to
the increase of the Common Capital Stock, ******** and they are further
authorized to do all such other acts, matters and things as may be necessary and
proper to carry the foregoing resolutions into effect.
WITNESS my hand and seal this eighteenth day of February, one thousand nine
hundred and twenty-nine.
\ss\ Eugene M. Dole
Clerk of Bangor Hydro-
Electric Company
STATE OF MAINE
Penobscot, ss. February 18th, 1929.
Then personally appeared the above named EUGENE M. DOLE and made oath that
the above statement by him subscribed is true.
\ss\ Sherman N. Shumway
Notary Public {SEAL}
Bangor Hydro-Electric Company
Increase in Capital
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, February 22, 1929
Received and filed this day.
ATTEST:
\ss\ DEPUTY, Secretary of State
Recorded in Vol. 18 Page 532.
I, Eugene M. Dole, Clerk of Bangor Hydro-Electric Company, hereby certify
that each of the following resolutions were adopted by stockholders of record
representing a majority of the voting power (including a majority of the voting
power of the Common Stock) of the Company's authorized and issued capital stock
on each of said resolutions at the Annual Meeting of the stockholders of said
Company which was duly and regularly convened and held in accordance with the
By-Laws of the Company and according to the law at the principal office of the
Company at No. 33 State Street, Bangor, Maine on February 8, 1944 at ten o'clock
in the forenoon.
I further certify that notice of the proposed reduction of the Company's
capital stock was given in the call for said meeting.
RESOLVED, that the authorized capital stock of this Company be
changed from $15,500,000 now consisting of $5,000,000 in 7% Preferred
Stock divided into 50,000 shares of the par value of $100 each,
$3,000,000 in 6% Preferred Stock divided into 30,000 shares of the par
value of $100 each, and $7,500,000 in Common Stock divided into
300,000 shares of the par value of $25.00 each, to $12,500,000
consisting of $8,000,000 in Preferred Stock represented by the shares
now authorized and $4,500,000 represented by 300,000 shares of Common
Stock of the par value of $15.00 each, without change, however, in the
existing preferences, priories and voting rights of the respective
classes of stock.
FURTHER RESOLVED, that the Clerk file a certificate of the action
of this meeting with the Secretary of State upon receipt of a decree
from the Public Utilities Commission granting consent to the changes
aforesaid and obtain a certificate from such Secretary of State
showing said changes.
IN WITNESS WHEREOF, I have hereunto set my hand as Clerk of Bangor
Hydro-Electric Company this 8th day of February, 1944.
\ss\ Eugene M. Dole
Clerk of Bangor Hydro-Electric Company
---------
STATE OF MAINE
Penobscot, ss: February 8, 1944
Personally appeared the above-named Eugene M. Dole and made oath that the
statement by him subscribed is true. Before me,
\ss\ Albert C. Blanchard
Notary Public
CERTIFICATE OF REDUCTION
OF CAPITAL STOCK
BANGOR HYDRO-ELECTRIC COMPANY
February 8, 1944
FROM THE OFFICE OF
ALBERT C. BLANCHARD
45 STATE STREET
BANGOR, MAINE
BANGOR HYDRO-ELECTRIC COMPANY
Decrease in Capital Stock
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, February 8, 1944
Received and Filed this day.
\ss\ SECRETARY OF STATE
Recorded: Vol. 26, Page 2.
CERTIFICATE RELATING TO RECLASSIFICATION OF CAPITAL STOCK
OF BANGOR HYDRO-ELECTRIC COMPANY
Bangor Hydro-Electric Company, a corporation organized and existing under
the laws of the State of Maine, and having its principal place of business at
Bangor, County of Penobscot, State of Maine, does hereby certify:
(1) That a duly called and legally convened meeting of the Company's
stockholders was held at the Company's offices at Bangor, Maine, on June 11,
1946, at which meeting the holders of a majority of the Company's capital stock
entitled to vote, to-wit, holders of 55,746-1/4 votes, out of a total of 101,103
authorized votes, were present in person or represented by proxy.
(2) That at said meeting the Company's stockholders, present in person or
represented by proxy, unanimously voted as follows:
"VOTED to reduce the authorized 7% Preferred Stock from 50,000
shares to 25,000 shares and to reduce the authorized 6% Preferred
Stock from 30,000 shares to 21,799 shares leaving a balance of 33,201
authorize shares of Preferred Stock unclassified pending action by the
stockholders or by the Board of Directors acting under authority
conferred by the stockholders.
"VOTED FURTHER to authorize the issue of not more than 21,799
shares of 4% Preferred Stock, Series A, carrying dividends at the rate
of 4% per annum on the par value thereof in exchange for shares of the
6% Preferred Stock, at the option of the holders thereof prior to
redemption, on a share for share basis.
"VOTED FURTHER to authorize the Board of Directors in its
discretion to issue and sell shares of 4% Preferred Stock, Series B,
not exceeding in number the shares of the 6% Preferred Stock retired
by redemption.
"VOTED FURTHER that the holders of the capital stock of the
Company of all classes hereby waive their right to subscribe for any
part of not exceeding 21,799 shares of Preferred Stock carrying
dividends of not more than $4.00 per share per year, to be issued in
exchange for shares of the 6% Preferred Stock at the option of the
holders thereof, and to reimburse the treasury of the Company in the
discretion of the Board of Directors for all or any part of the funds
used for the redemption of the 6% Preferred Stock in an amount not
exceeding the par value of the shares retired by redemption.
"VOTED FURTHER to authorize the Board of Directors in its
discretion from time to time to issue shares of Preferred Stock in one
or more series with such provisions for dividends and redemption as
they may determine, subject to the right of the holders of the capital
stock of the Company to subscribe therefor and provided that not more
than 80,000 shares of Preferred Stock of all classes and series shall
be outstanding at any time."
CERTIFICATE RELATING TO RECLASSIFICATION OF
CAPITAL STOCK OF BANGOR HYDRO-ELECTRIC COMPANY
Bangor Hydro-Electric Company, a corporation organized and existing under
the laws of the State of Maine, and having its principal place of business at
Bangor, County of Penobscot, State of Maine, does hereby certify:
(1) That a duly called and legally convened meeting of the Company's
stockholders was held at the Company's offices at Bangor, Maine on June 11,
1946, at which meeting the holders of a majority of the Company's capital stock
entitled to vote, to-wit, holders of 55,746-1/4 votes, out of a total of 101,103
authorized votes, were present in person or represented by proxy.
(2) That at said meeting the Company's stockholders, present in person or
represented by proxy, unanimously voted as follows:
"VOTED to reduce the authorized 7% Preferred Stock from 50,000
shares to 25,000 shares and to reduce the authorized 6% Preferred
Stock from 30,000 shares to 21,799 shares leaving a balance of 33,201
authorized shares of Preferred Stock unclassified pending action by
the stockholders or by the Board of Directors acting under authority
conferred by the stockholders.
"VOTED FURTHER to authorize the issue of not more than 21,799
shares of 4% Preferred Stock, Series A, carrying dividends at the rate
of 4% per annum on the par value thereof in exchange for shares of the
6% Preferred Stock, at the option of the holders thereof prior to
redemption, on a share for share basis.
"VOTED FURTHER to authorize the Board of Directors in its
discretion to issue and sell shares of 4% Preferred Stock, Series B,
not exceeding in number the shares of the 6% Preferred Stock retired
by redemption.
"VOTED FURTHER that the holders of the capital stock of the
Company of all classes hereby waive their right to subscribe for any
part of not exceeding 21,799 shares of Preferred Stock carrying
dividends of not more than $4.00 per share per year, to be issued in
exchange for shares of the 6% Preferred Stock at the option of the
holders thereof, and to reimburse the treasury of the Company in the
discretion of the Board of Directors for all or any part of the funds
used for the redemption of the 6% Preferred Stock in an amount not
exceeding the par value of the shares retired by redemption.
"VOTED FURTHER to authorize the Board of Directors in its
discretion from time to time to issue shares of Preferred Stock in one
or more series with such provisions for dividends and redemption as
they may determine, subject to the right of the holders of the capital
stock of the Company to subscribe therefor and provided that not more
than 80,000 shares of Preferred Stock of all classes and series shall
be outstanding at any time."
(3) That the authorized capital stock of said Bangor Hydro-Electric Company
is neither increased nor decreased by the aforesaid votes adopted by the
Company's stockholders in the manner hereinbefore set forth.
IN WITNESS WHEREOF said Bangor Hydro-Electric Company has caused its
corporate seal to be hereunto affixed and this certificate to be executed by
Edward M. Graham, its President, duly authorized hereunto this 17th day of June,
1946.
BANGOR HYDRO-ELECTRIC COMPANY
By \ss\ Edward M. Graham
President
STATE OF MAINE
Penobscot, ss. June 17, 1946
I, Eugene M. Dole, Clerk of Bangor Hydro-Electric Company, hereby certify
that the statements contained in the foregoing certificate of said Company
executed by Edward M. Graham, its President, are true.
\ss\ Eugene M. Dole, Clerk {SEAL}
BANGOR HYDRO-ELECTRIC COMPANY
Reclassification of capital stock
103--240
STATE OF MAINE
Office of Secretary of State
Augusta, June 20, 1946
Received and filed this day.
ATTEST:
SECRETARY OF STATE
Recorded Vol. 27, Pages 101 & 102
I, EUGENE M. DOLE, Clerk of Bangor Hydro-Electric Company, a Maine
corporation having its principal place of business at Bangor, Maine, hereby
certify that the Annual Meeting of the Stockholders of said Company was duly
called, legally convened and held on February 14, 1950 at ten o'clock in the
forenoon, at the principal offices of said Company at No. 33 State Street,
Bangor, Maine, in accordance with said Company's By-Laws and in accordance with
the laws of the State of Maine; that at said meeting, by a vote representing a
majority of the voting power of said Company's outstanding capital stock, it was
among other matters, voted to increase the authorized capital stock of said
Company by $5,000,000, such increase to be represented by 20,000 shares of
Preferred Stock of the par value of $100 each, and 200,000 shares of Common
Stock of the par value of $15 each, so that the total amount of authorized
capital stock of said Company will be $17,500,000, represented by 100,000 shares
of Preferred Stock of the par value of $100 each and 500,000 shares of Common
Stock of the par value of $15 each; that at said meeting and by a vote
representing a majority of the voting power of said Company's outstanding
Capital Stock, it was further voted that subject to reclassification hereafter
upon retirement by redemption or otherwise, the Company's "4% Preferred Stock,
Series A," shall presently consist of 17,500 such shares, being the number
thereof now outstanding, and that the "4% Preferred Stock, Series B," be and it
is hereby eliminated as a class of authorized but unissued Preferred Stock.
I further certify that notice of the proposed increase in the Company's
authorized capital stock and changes in capital structure was duly given in the
call for said meeting; that the text of the resolutions relating to the
aforesaid increase and changes in capital structure, affirmatively acted upon
and adopted at said meeting by stockholders' on record, representing a majority
of the voting power of the Company's outstanding capital stock is as follows:
RESOLVED, that the Company's authorized capital stock be
increased by $5,000,000, such increase to be represented by 20,000
shares of Preferred Stock of the par value of $100 each and 200,000
shares of Common Stock of the par value of $15 each, so that the total
amount of authorized capital stock of this Company will be $17,500,000
represented by 100,000 shares of Preferred Stock of the par value of
$100 each and 500,000 shares of Common Stock of the par value of $15
each.
RESOLVED, that subject to reclassification hereafter upon
retirement by redemption or otherwise, the Company's 4% Preferred
Stock, Series A, shall presently consist of 17,500 such shares, being
the number thereof now outstanding, and that the "4% Preferred Stock,
Series B," be and it is hereby eliminated as a class of authorized but
unissued preferred stock.
RESOLVED, that the officers of this Company, or any one or more
of them, be and they hereby are authorized and directed to make, sign,
verify and acknowledge in behalf of this Company, a certificate
setting forth the foregoing changes with respect to the increase of
the authorized capital stock of this Company and to file such
certificate within the time and in the manner required by statute and
to do all other acts and things that may be necessary or proper to
carry into effect the foregoing resolutions, or any of them, in
compliance with the laws of the State of Maine.
IN WITNESS WHEREOF, I have hereunto executed the foregoing certificate in
my capacity as Clerk of Bangor Hydro-Electric Company, this twenty-first day of
February, 1950.
\ss\ Eugene M. Dole
Clerk of Bangor Hydro-Electric Company
STATE OF MAINE
Penobscot, ss. February 21, 1950.
Personally appeared the above named Eugene M. Dole, and made oath that the
statements contained in the above certificate by him subscribed are true.
Before me,
\ss\ Albert C. Blanchard {SEAL}
Notary Public
BANGOR HYDRO-ELECTRIC COMPANY
Increase in Capital Stock
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, February 28, 1950
Received and Filed this day.
\ss\
SECRETARY OF STATE
Recorded: Vol. 29, Pages 349 & 350.
BANGOR HYDRO-ELECTRIC COMPANY
Certificate of decrease in par value of authorized Common Stock,
increase in authorized number of shares of Common Stock, and
By-Law amendments relating thereto and to preemptive rights.
I, Albert C. Blanchard, Clerk of Bangor Hydro-Electric Company, a Maine
corporation duly organized and existing according to law and having its
principal place of business at Bangor, County of Penobscot, State of Maine,
hereby certify as follows:
1. That the Annual Meeting of the Stockholders of said Company was duly and
regularly convened and held in accordance with the By-Laws of said Company and
according to law at the principal office of said Company at 31 Main Street,
Bangor, Maine of May 9, 1961 at ten o'clock in the forenoon, Eastern Daylight
Time, at which meeting stockholders representing a majority of the voting power
of the Company's capital stock entitled to be voted thereat, to wit, holders of
117,462 1/4 votes, out of a total of 139,732 1/2 authorized votes, were present
in person or represented by proxy.
2. That at said meeting 117,391 votes, representing a majority of the
voting power of said Company's authorized and issued capital stock, were cast in
favor of the adoption of the following resolution by stockholders present in
person or represented by proxy, viz:
RESOLVED:
(a) That the authorized Common Stock of Bangor Hydro-Electric
Company, now consisting of 500,000 shares of the par value of $15.00
each, be increased to 1,500,000 shares of Common Stock of the par
value of $5.00 each.
(b) That the 369,570 shares of the Company's Common Stock of the
par value of $15.00 each, presently issued and outstanding, be changed
into 1,108,710 shares of Common Stock of the par value of $5.00 each,
on the basis of the issuance of two additional shares of Common Stock
of the par value of $5.00 each in respect of each of the 369,570
shares of Common Stock presently issued and outstanding.
(c) That Section 1 of Article XI of the Company's By-Laws, as
amended, be and the same is hereby further amended to read as follows:
Section 1. The authorized capital stock of the Company shall be
$17,500,000 represented by 100,000 shares of Preferred Stock of the
par value of $100.00 each and 1,500,000 shares of Common Stock of the
par value of $5.00 each.
(d) That Section 5 of Article III of the Company's By-Laws, as
amended, be and the same is hereby further amended to read as follows:
Section 5. Stockholders entitled to vote at any meeting of
stockholders may vote either in person or by proxy granted not more
than sixty days before the meeting, the date of which shall be named
therein, and said proxies shall not be valid after a final adjournment
thereof. Stockholders may also be represented by a general power of
attorney produced at the meeting and valid until it is revoked. At any
meeting of stockholders, each holder of Common Stock entitled to vote
thereat shall be entitled to cast one-twelfth of a vote for each share
of Common Stock held, and each holder of Preferred Stock entitled to
vote thereat shall be entitled to cast one vote for each share of such
Preferred Stock held. Except as the Board of Directors may otherwise
fix and determine in the By-Laws with respect to any class or series
of Preferred Stock having special voting powers, a majority of the
total votes cast at any meeting of stockholders shall be sufficient
for the adoption or rejection of any question presented, unless
otherwise provided by law.
3. That the authorized capital stock of Bangor Hydro-Electric Company is
neither increased nor decreased by the adoption of the foregoing resolution.
4. That notice of the proposed action upon and with respect to each of the
matters set forth in the foregoing resolution was duly given in the call for
said meeting.
5. That at said meeting the following resolution relating to preemptive
rights was adopted by stockholders having a right to vote thereat, by a vote
representing 99.9% of the shares present of represented at the meeting, to wit,
by 117,338 1/4 votes, out of 117,462 1/2 votes authorized to be cast:
RESOLVED:
That Section 7 of Article XI of the Company's By-Laws, as
amended, be and the same is hereby repealed, and the following enacted
in place thereof:
Section 7. The Board of Directors, by resolution adopted prior to
the issue of any stock having voting rights, shall determine whether
the holders of any of the classes or series of the Preferred Stock
and/or the holders of the Common Stock may have or may not have the
preemptive right to subscribe for and take shares of such stock so to
be issued. Such resolution shall be set forth in full in the
Prospectus relating to such issue, and, except to the extent that the
Board of Directors shall determine as above provided, no right to
subscribe for or to take any stock, whether Preferred or Common, at
any time issued by the Company shall appertain to any of the stock of
this Company.
6. That notice of the proposed action relating to said preemptive rights
was duly given in the call for said meeting.
7. That at said meeting, upon motion duly made and seconded it was VOTED,
that the Clerk of this Company or any one or more of its officers be and they
hereby are authorized and directed to make, sign and verify in behalf of this
Company, a certificate setting forth the action taken by the stockholders of
Bangor Hydro-Electric Company upon and with respect to each of the matters set
forth in the foregoing resolutions and to file such certificate in the office of
the Secretary of State within the time and in the manner required by statute and
to do all other acts and things that may be necessary or proper to carry into
effect the foregoing resolutions or either of them, in compliance with the laws
of the State of Maine.
IN WITNESS WHEREOF, I have hereunto executed the foregoing certificate in
my capacity as Clerk of Bangor Hydro-Electric Company and in its behalf, this
ninth day of May, 1961.
\ss\ Albert C. Blanchard
Clerk of Bangor Hydro-Electric Company
STATE OF MAINE
Penobscot, ss. May 9, 1961
Personally appeared the above named Albert C. Blanchard, Clerk of Bangor
Hydro-Electric Company, and made oath that the statements contained in the above
certificate by him subscribed in my presence are true.
Before me,
\ss\ Earle R. Webster
Justice of the Peace
BANGOR HYDRO-ELECTRIC COMPANY
Change in Capital Stock
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, May 28, 1961
Received and Filed this day.
\ss\
SECRETARY OF STATE
Recorded: Vol. 43, Pages 1-4.
CERTIFICATE RELATING TO CHANGE OF PURPOSES OF
BANGOR HYDRO-ELECTRIC COMPANY
---------
Bangor Hydro-Electric Company, a corporation organized and existing under
the laws of the State of Maine, and having its principal place of business at
Bangor, County of Penobscot, State of Maine, does hereby certify:
(1) That a duly called and legally convened meeting of the Company's
stockholders was held at the Company's offices at Bangor, Maine, on May 11,
1971, at which meeting the holders of a majority of the company's capital stock
entitled to vote, to wit, holders of 110,903 votes, out of a total of 139,732
6/12ths, authorized votes, were present in person or represented by proxy.
(2) That at said meeting the Company's stockholders present in person or
represented by proxy unanimously voted as follows:
"VOTED, That the following words be added to Paragraph (b) of the
Certificate of Organization, 'and at such other location or locations as
are from time to time authorized under the Laws of the State of Maine', so
that said Paragraph will read as follows:
'(b) The construction, purchase, acquisition, ownership, improvement,
maintenance, use or operation of plants and properties for the making,
generating, selling, distribution or supplying gas or electricity or both,
for lighting, heating, manufacturing or mechanical purposes in the Cities
of Bangor, Brewer and Old Town and the Towns of Milford, Charleston,
Corinth, Orono, Bradley, Eddington, Veazie, Lincoln, Winn, Mattawamkeag,
Glenburn, Enfield, Howland, Passadumkeag, Orrington, Hermon and Hampden in
the County of Penobscot, the City of Ellsworth and the Towns of Bar Harbor,
Blue Hill, Brooklin, Bucksport, Dedham, Mount Desert, Sedgwick, Southwest
Harbor, Surry and Trenton in the County of Hancock, and the Towns of
Machias, East Machias and Machiasport in the County of Washington and any
other Cities or Towns in said Counties of Penobscot, Hancock, and
Washington, in the State of Maine, and at such other location or locations
as from time to time authorized under the Laws of the State of Maine..."
"Further VOTED, That the present paragraph (c) of the Certificate of
Organization which reads as follows:
'(c) In connection with the foregoing the Company shall have and exercise
all of the rights, privileges and franchises of the corporation whose
rights, privileges and franchises it acquires and all powers conferred by
the Laws of the State of Maine on public utility corporations of the
character of the corporations whose properties are acquired.'
Be repealed and the following paragraph be substituted therefor:
'(c) In addition to the foregoing, the Company shall have and exercise all
of the rights, privileges and franchises it has heretofore acquired and
shall hereafter acquire and all powers and authority conferred upon gas/and
or electric public utility corporations by the Laws of the State of Maine."
IN WITNESS WHEREOF, said Bangor Hydro-Electric Company has caused its
corporate seal to be hereunto affixed and this Certificate to be executed by
R.N. Haskell, its President, duly authorized hereunto this 18th day of May,
1971.
BANGOR HYDRO-ELECTRIC COMPANY
By \ss\ R.N. Haskell, President
STATE OF MAINE
Penobscot, ss: May 18, 1971.
I, Albert Chick Blanchard, Clerk of Bangor Hydro-Electric Company, hereby
certify that the statements contained in the foregoing Certificate of said
Company executed by R.N. Haskell, its President, are true.
\ss\ Albert Chick Blanchard, Clerk
STATE OF MAINE
Attorney General's Office May 21, 1971
I hereby certify that I have examined the foregoing certificate, the same
is properly drawn and signed, and is conformable to the constitution and laws of
the State, and I am satisfied that such changes are made in good faith and not
for the purpose of avoiding payment of fees or taxes to the State.
\ss\
Deputy Attorney General
BANGOR HYDRO-ELECTRIC COMPANY
Change of Purposes
103-240
STATE OF MAINE
Office of Secretary of State
Augusta, May 28, 1971
Received and Filed this day.
\ss\
DEPUTY, SECRETARY OF STATE
Recorded: Vol. 68, Pages 104-106.
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 103-240 CHANGE OF CLERK or SECRETARY OF STATE
Fee Paid $5.00 REGISTERED OFFICE FILED
C.B. 76C18 OR BOTH OF July 3, 1975
Date: 7-7-75 BANGOR HYDRO-ELECTRIC COMPANY Doris Hayes, Agent
Pursuant to 13-A MRSA 304 the undersigned corporation advises you of the
following change(s):
FIRST: The name and business address of its present Clerk are Albert Chick
Blanchard, Esq., 27 State Street, Bangor, Maine 04401.
SECOND: The name and business address of its successor Clerk* are Robert S.
Briggs, Esq., One Merchants Plaza, Bangor, Maine 04401.
THIRD: Upon a change in Clerk this must be completed:
(X) Such change was authorized by the Board of Directors
and the power to make such change is not reserved to
the shareholders by the articles or the bylaws.
( ) Such change was authorized by the shareholders.
(Complete the following)
I certify that I have custody of the minutes
showing the above action by the
shareholders.
---------------------------------------
Clerk, secretary or assistant secretary
Dated: July 1, 1975
Legibly print or Bangor Hydro-Electric Company
type name and
capacity of all By \ss\ Robert S. Briggs
signers *Robert S. Briggs, Clerk
13-A MRSA 104 (type or print name and capacity)
---------------------------------
*The Clerk of a domestic corporation must be a person resident in
Maine. The business address of the Clerk and the registered office must be
identical.
**The name of the corporation should be typed, and the document must be
signed by (1) the Clerk or (2) by the President or vice-president and by the
Secretary or an assistant secretary or such other officer as the bylaws may
designate as a second certifying officer of (3) if there are no such officers,
then by a majority of the Directors or by such Directors as may be designated by
a majority of Directors then in office or (4) if there are no such Directors
then by the holders, or such of them as may be designated by the holders, of
record of a majority of all outstanding shares entitled to vote thereon or (5)
by the holders of all of the outstanding shares of the corporation.
FORM NO. MBCA-3
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 103-240 STATEMENT OF SECRETARY OF STATE
Fee Paid $5.00 RESOLUTION ESTABLISHING FILED
C.B. 442 SERIES OF SHARES OF January 8, 1976
Date: 1-12-76 BANGOR HYDRO-ELECTRIC COMPANY Doris Hayes, Agent
Pursuant to 13-A MRSA 503, the undersigned corporation submits the following for
the purpose of establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:
FIRST: The attached resolution establishing and designating the series and
fixing and determining the relative rights and preferences thereof was duly
adopted by the Board of Directors on December 15, 1975.
SECOND: The By-Laws expressly grant to the Board of Directors the authority
to make such a resolution. This provision of the By-Laws was in effect on and
prior to December 31, 1971, has not been amended or repealed, and therefore
continues to be effective pursuant to 13-A MRSA 103 (7).
THIRD: The address of the registered office of the corporation is:
1 Merchants Plaza, Bangor, Maine 04401
Dated: January 6, 1976
Legibly print or BANGOR HYDRO-ELECTRIC COMPANY
type name and
capacity of all By \ss\ Robert S. Briggs
signers Robert S. Briggs, Esq.
13-A MRSA 104 Clerk
---------------------------------
* The name of the corporation should be typed, and the document must be signed
by (1) the Clerk or (2) by the President or a vice-president and by the
Secretary or an assistant secretary or such other officer as the bylaws may
designate as a second certifying officer or (3) if there are no such officers,
then by a majority of Directors then in office or (4) if there are no such
Directors, then by the holders, or such of them as may be designated by the
holders, of record of a majority of all outstanding shares entitled to vote
thereon or (5) by the holders of all of the outstanding shares of the
corporation.
FORM NO. MBCA-7
Upon motion duly made and seconded, the following preambles and resolutions
were unanimously adopted:
WHEREAS the Company desires to secure additional funds for its general
corporate purposes; and
WHEREAS 52,660 of the 100,000 shares of the Company's authorized Preferred
Stock, $100 Par Value, are presently unissued, and may be issued in one or more
classes or series with such dividends, designations, terms, conditions and
restrictions as may be determined in their discretion by this Board of
Directors, and
WHEREAS in the judgement of this Board of Directors it is advisable to
secure such additional funds by authorizing the issue of 10,000 shares of the
Company's authorized but unissued shares of Preferred Stock, $100 Par Value, and
WHEREAS the officers of the Company have consulted with Smith, Barney & Co.
Incorporated of New York concerning the most desirable method of offering such
additional Preferred Stock, and have determined that it should be sold at
private sale to a limited number of institutional investors;
NOW THEREFORE BE IT RESOLVED that the Company hereby creates a new series
of Preferred Stock to be designated as the 10 1/2% Preferred Stock, consisting
of 10,000 shares of the authorized but unissued Preferred Stock, $100 Par Value,
of the Company; and
FURTHER RESOLVED that the 10 1/2% Preferred Stock be sold at not less than
par value, plus accrued dividends if any, at private sale to a limited number of
institutional investors, the exact number and the more particular identification
of such investors to be determined by the President or the Vice President and
Treasurer of the Company, or either of them, and
FURTHER RESOLVED that pursuant to Article XI of the By-Laws of the Company,
said By-Laws be amended in order to set forth the dividend, designation, terms,
conditions and restrictions relative to the 10 1/2% Preferred Stock, as follows:
(a) The first paragraph of Article XI, Section 2 is hereby amended to read
as follows:
The 100,000 shares of Preferred Stock shall be available for
classification and reclassification in different classes or series
from time to time. Subject to reclassification upon retirement by
redemption or otherwise, 25,000 shares shall be 7% Preferred Stock,
17,500 shares shall be 4% Preferred Stock, Series A, 4,840 shares
shall be 4 1/4% Preferred Stock and 10,000 shares shall be 10 1/2%
Preferred Stock.
(b) The first line of the second paragraph of Article XI,
Section 2, is hereby amended to read as follows:
The remaining shares, 42,660 in number, plus additional shares....
(c) Article XI, Section 5, is hereby amended by deleting the same and
substituting therefore the following:
Section 5. In case of liquidation or dissolution of the Company, the
assets, irrespective of whether they shall consist of capital assets
or accumulated earnings, shall be distributed as follows: All holders
of Preferred Stock shall be entitled to be paid in full both the par
amount of their shares and an amount equal to the unpaid dividends
accumulated and accrued thereon and, in case of the 10 1/2% Preferred
Stock, if such liquidation or dissolution is voluntary, an amount
equal to the premium specified in Section 6(a), before any amount
shall be paid to the holders of the Common Stock, and in case the
assets shall not be sufficient to pay in full all of the Preferred
Stock and dividends accumulated and accrued thereon, then the
principal thereof shall first be paid and a pro rata distribution of
any excess shall be made on account of the accumulated dividends,
based on the total amount of unpaid dividends accumulated and accrued
thereon, but after such payment to the holders of the Preferred Stock,
the remaining assets and funds shall be paid to the holders of the
Common Stock, according to their respective shares.
(d) Article XI, Section 4, is hereby amended by deleting the same and
substituting therefor the following:
Section 4(a). If any dividend is declared on the Preferred Stock at a
rate less than sufficient to pay the full dividend called for by all
the Preferred Stock outstanding, the distribution of the dividends
shall be pro rata, so that all holders of Preferred Stock shall
receive the same proportion of the full dividend called for by their
stock.
(b) If at any time dividends payable on the Preferred Stock shall
be in default in an amount equal to or exceeding four quarterly
dividend payments, then, until all dividends so in default have been
paid or declared and set apart for payment, the holders of shares of
Preferred Stock of each and every class or series, voting as a single
class, shall be entitled, at any annual meeting during which dividends
are so in default, to elect two Directors.
(e) Article XI. Section 6 is hereby amended by deleting same and
substituting therefor the following:
Section 6. (a) The 7% Preferred Stock shall bear dividends at the rate
of 7% per annum and shall not be redeemable. The 4% Preferred Stock,
Series A, shall bear dividends at the rate of 4% per annum and shall
be redeemable at 112% if called on or prior to October 1, 1950; at
111% thereafter through October 1, 1951; and after October 1, 1951 at
110%, plus accrued dividends in every case. The 4 1/4% Preferred Stock
shall bear dividends at the rate of 4 1/4% per annum and shall be
redeemable at 102% if called on or prior to April 1, 1954; at 101%
thereafter through April 1, 1959; and after April 1, 1959 at 100%,
plus accrued dividends in every case. The 10 1/2% Preferred Stock
shall bear dividends at the rate of 10 1/2% Preferred Stock shall bear
dividends at the rate of 10 1/2% per annum and shall be redeemable at
the option of the Company as follows:
At 110.5% if called on or prior to
December 31, 1976; at 109.8% thereafter through
December 31, 1977; at 109.1% thereafter through
December 31, 1978; at 108.4% thereafter through
December 31, 1979; at 107.7% thereafter through
December 31, 1980; at 107.0% thereafter through
December 31, 1981; at 106.3% thereafter through
December 31, 1982; at 105.6% thereafter through
December 31, 1983; at 104.9% thereafter through
December 31, 1984; at 104.2% thereafter through
December 31, 1985; at 103.5% thereafter through
December 31, 1986; at 102.8% thereafter through
December 31, 1987; at 102.1% thereafter through
December 31, 1988; at 101.4% thereafter through
December 31, 1989; at 100.7% thereafter through
December 31, 1990; and after December 31, 1990 at
100%, plus accrued dividends in every case;
provided, however, that except as provided in Section 6 (b) below, the
Company may not redeem any of the 10 1/2% Preferred Stock prior to
December 31, 1985, as a part of, or in anticipation of, any refunding
operation involving the application, directly or indirectly, of money
borrowed by the Company having an interest cost (calculated in
accordance with generally accepted financial practice), or through the
issuance of preferred stock ranking equally with or prior to the 10
1/2% Preferred Stock having a dividend cost (calculated as aforesaid)
of less than 10 1/2% per annum. Preferred Stock, which is the subject
of redemption, may be called in whole or in part upon any dividend
date by appropriate resolution adopted by the Board of Directors at
any regular or special meeting upon 60 days' notice to the owners
thereof of record to be given by mailing copies of the notice of
redemption, postage prepaid, addressed to such owners at their
addresses as shown on the books of the Company. If less than all of
the outstanding shares of any class or series of Preferred Stock shall
be redeemed at any time, the stock to be so redeemed shall be
determined by lot, in such manner as the Board of Directors may
determine and prescribe, except that the shares of the 10 1/2%
Preferred Stock to be redeemed may be determined by lot or pro rata or
in such other manner as the Board of Directors may determine and
prescribe.
(b) The 10 1/2% Preferred Stock shall also be subject to
redemption through the operation of a sinking fund (herein called the
Sinking Fund) at the redemption price (the Sinking Fund Redemption
Price) of $100 per share plus an amount equal to the dividends accrued
and unpaid thereon to the redemption date, whether or not earned or
declared. For the purposes of the Sinking Fund, out of any net assets
of the Company legally available therefor remaining after full
cumulative dividends upon all Preferred Stock then outstanding to the
end of the current dividend period therefor shall have been paid or
declared and set apart for payment the Company shall set aside in cash
annually on December 31 in each year commencing with December 31,
1981, an amount sufficient to redeem at the Sinking Fund Redemption
Price, 500 shares of the 10 1/2% Preferred Stock. The Sinking Fund
shall be cumulative so that if on any such December 31 the net assets
of the Company legally available therefor shall be insufficient to
permit any such amount to be set aside in full, or if for any other
reason such amount shall not have been set aside in full, the amount
of the deficiency shall be set aside, but without interest, before any
dividend shall be paid or declared, or any distribution made, on any
junior shares or any junior shares shall be purchased, redeemed or
otherwise acquired by the Company, or any monies shall be paid to or
set aside or made available for a sinking fund for the purchase or
redemption of any junior shares. Notwithstanding the foregoing, the
Company may at any time (1) pay dividends in junior shares or (2)
purchase, redeem or otherwise acquire junior shares in exchange for,
or out of the net cash proceeds from the concurrent sale of, other
junior shares. As used herein, the term "junior shares" shall mean
Common Stock or any other shares ranking junior to the 10 1/2%
Preferred Stock either as to dividends or upon liquidation,
dissolution or winding up. Monies in the Sinking Fund shall be applied
on such December 31 to the redemption of shares of the 10 1/2%
Preferred Stock. The Company shall, prior to each such Sinking Fund
redemption, give notice of redemption of such number of shares of the
10 1/2% Preferred Stock as may be required to satisfy the Sinking
Fund.
(c) In addition, the Company shall have the right, at its option,
to redeem at the Sinking Fund Redemption Price on December 31, 1981
and on any December 31 thereafter an additional number of shares of
the 10 1/2% Preferred Stock up to but not exceeding 500 shares. This
right shall not be cumulative and shall be lost to the extent not
exercised on any such December 31. Any redemption of shares of the 10
1/2% Preferred Stock pursuant to this Section 6 (c) shall not operate
to reduce the number of shares which the Company is obligated to
redeem pursuant to Section 6 (b).
A true copy.
Attest: \ss\ Robert S. Briggs
Robert S. Briggs, Clerk
EXHIBIT A
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 103-240 STATEMENT OF SECRETARY OF STATE
Fee Paid $5.00 RESOLUTION REVOKING THE FILED
C.B. 619 ESTABLISHMENT OF SERIES OF March 31, 1976
Date: X-X-76 SERIES OF Doris Hayes, Agent
BANGOR HYDRO-ELECTRIC COMPANY
Pursuant to 13-A MRSA 503, the undersigned corporation submits the following for
the purpose of revoking the establishment and designation of a series of shares.
FIRST: The attached resolution revoking the establishment and designation
of the Bangor Hydro-Electric Company 10 1/2% Preferred Stock was duly adopted by
the Board of Directors on February 2, 1976.
SECOND: Authority is vested in the Board of Directors to make such a
resolution by virtue of their authority to establish and designate the series
from the authorized but unissued preferred stock of the Company, and by virtue
of the fact that said 10 1/2% preferred stock has not and will not be issued.
THIRD: the address of the registered office of the Company is:
One Merchants Plaza, Bangor, Maine 04401
Dated: March 24, 1976
Legibly print or Bangor Hydro-Electric Company
type name and
capacity of all By \ss\ Robert S. Briggs
signers *Robert S. Briggs, Clerk
13-A MRSA 104
---------------------------------
* The name of the corporation should be typed, and the document must be signed
by (1) the Clerk or (2) by the President of a vice-president and by the
Secretary or an assistant secretary or such other officer as the by-laws may
designate as a second certifying officer or (3) if there are no such officers,
then by a majority of Directors then in office or (4) if there are no such
Directors, then by the holders, or such of them as may be designated by the
holders, of record of a majority of all outstanding shares entitled to vote
thereon or (5) by the holders of all of the outstanding shares of the
corporation.
FORM NO. MBCA-7
Upon motion duly made and seconded, the following preambles and resolutions
were unanimously adopted:
WHEREAS the Board of Directors by its actions on November 17 and December
15, 1975, adopted resolutions and took other actions relevant to the
establishment of a new series of Preferred Stock from the Company's authorized
but unissued shares, which series is known as the 10 1/2% Preferred Stock, and
WHEREAS said shares of the 10 1/2% Preferred Stock were to be sold at
private sale to a limited number of institutional investors, and
WHEREAS the Company had taken all steps necessary in order to effect the
issuance of said shares, including the obtaining of approval from the Maine
Public Utilities Commission by its Order dated January 15, 1976, and the filing
with the Secretary of State of Maine of a Statement of Resolution Establishing
Series of Shares, on January 8, 1976, and
WHEREAS a final agreement between the Company and the proposed
institutional purchasers was not reached and therefore no shares of the 10 1/2%
Preferred Stock were issued, and
WHEREAS the Company has accordingly withdrawn its offer to sell the shares
of the 10 1/2% Preferred Stock to any party, and has received from the Maine
Public Utilities Commission its Supplemental Decree revoking its prior order
approving the issuance of shares of the 10 1/2% Preferred Stock, and
WHEREAS the Company desires to return said shares to the status of
undesignated authorized by unissued shares of Preferred Stock of the Company;
NOW THEREFORE BE IT RESOLVED that the Company hereby revokes, rescinds and
declares of no effect so much of those resolutions adopted by this Board of
Directors at its meetings held on November 17 and December 15, 1975 as respects
the creation of a new series of Preferred Stock designated as the 10 1/2%
Preferred Stock, and the establishment of the terms, conditions, restrictions
and dividends relative to said 10 1/2% Preferred Stock; and
FURTHER RESOLVED that the officers of the Company are authorized and
instructed to execute all documents and reports and take such other action as
may be necessary to rescind the establishment of said 10 1/2% Preferred Stock,
with the same effect and to the same extent as if said 10 1/2% Preferred Stock
and never been established.
A true copy.
Attest: \ss\ Robert S. Briggs, Clerk
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 103-240 STATEMENT OF SECRETARY OF STATE
Fee Paid $5.00 RESOLUTION FILED
C.B. 717 ESTABLISHING SERIES May 12, 1976
Date: X-X-76 OF SHARES OF Doris Hayes, Agent
BANGOR HYDRO-ELECTRIC COMPANY
Pursuant to 13-A MRSA 503, the undersigned corporation submits the following for
the purpose of establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:
FIRST: The attached resolution establishing and designating the series and
fixing and determining the relative rights and preferences thereof was duly
adopted by the Board of Directors on May 11, 1976.
SECOND: The By-Laws expressly grant to the Board of Directors the authority
to make such a resolution. This provision of the By-Laws was in effect on and
prior to December 31, 1971, has not been amended or repealed, and therefore
continues to be effective pursuant to 13-A MRSA 103 (7).
THIRD: The address of the registered office of the corporation is:
1 Merchants Plaza, Bangor, Maine 04401
Dated: May 11, 1976
Legibly print or Bangor Hydro-Electric Company
type name and
capacity of all By \ss\ Robert S. Briggs
signers Robert S. Briggs, Clerk
13-A MRSA 104
---------------------------------
* The name of the corporation should be typed, and the document must be signed
by (1) the Clerk or (2) by the President of a vice-president and by the
Secretary or an assistant secretary or such other officer as the by-laws may
designate as a second certifying officer or (3) if there are no such officers,
then by a majority of Directors then in office or (4) if there are no such
Directors, then by the holders, or such of them as may be designated by the
holders, of record of a majority of all outstanding shares entitled to vote
thereon or (5) by the holders of all of the outstanding shares of the
corporation.
FORM NO. MBCA-7
WHEREAS the Company desires to secure additional funds for its general
corporate purposes, including, among other things, capital expenditures, and
WHEREAS 52,660 of the 100,000 shares of the Company's authorized Preferred
Stock $100 par value, are presently unissued, and may be issued in one or more
classes or series with such dividends, designations, terms, conditions and
restrictions as may be determined in their discretion by this Board of
Directors, and
WHEREAS in the judgment of this Board of Directors it is advisable to
secure such additional funds by authorizing the issue of 20,000 shares of the
Company's authorized but unissued shares of Preferred Stock, $100 par value, and
WHEREAS the officers of the Company have consulted with Smith Barney,
Harris Upham & Co. Incorporated of New York concerning the most desirable method
of offering such additional Preferred Stock, and have determined that it should
be sold at private sale to a limited number of institutional investors;
NOW THEREFORE BE IT RESOLVED that the Company hereby creates a new series
of Preferred Stock to be designated as the 9 1/4% Preferred Stock, consisting of
20,000 shares of the authorized but unissued Preferred Stock, $100 par value, of
the Company; and
FURTHER RESOLVED that the 9 1/4% Preferred Stock be sold at not less than
par value, plus accrued dividends if any, at private sale to a limited number of
institutional investors, the exact number and the more particular identification
of such investors to be determined by the Chairman of the Board and Chief
Executive officer or the President of the Company, or either of them,
FURTHER RESOLVED that the pursuant to Article XI of the By-Laws of the
Company, said By-Laws be amended in order to set forth the dividend,
designation, terms, conditions and restrictions relative to the 9 1/4% Preferred
Stock, as follows:
(a) The first paragraph of Article XI, Section 2 is hereby amended to read
as follows:
Section 2. The 100,000 shares of Preferred Stock shall be
available for classification and reclassification in different classes
or series from time to time. Subject to reclassification upon
retirement by redemption or otherwise, 25,000 shares shall be 7%
Preferred Stock, 17,500 shares shall be 4% Preferred Stock, Series A,
4,840 shares shall be 4 1/4% Preferred Stock and 20,000 shares shall
be 9 1/4% Preferred Stock.
(b) The first line of the second paragraph of Article XI, Section 2, is
hereby amended to read as follows:
The remaining shares, 32,660 in number, plus additional
shares....
(c) Article XI, Section 4 is hereby amended by deleting the same and
substituting therefor the following:
Section 4. (a) If any dividend is declared on the Preferred Stock
at a rate less than sufficient to pay the full dividend called for by
all the Preferred Stock outstanding, the distribution of the dividend
shall be pro rata, so that all holders of Preferred Stock shall
receive the same proportion of the full dividend called for by their
stock.
(b) If at any time dividends payable on the Preferred Stock shall
be in default in an amount equal to or exceeding four quarterly
dividend payments, or if the Company shall fail to make any required
sinking fund payment on the Preferred Stock, then, until all dividends
or sinking fund payments so in default have been paid or declared and
set apart for payment, the holders of shares of Preferred Stock of
each and every class or series, voting as a single class, shall be
entitled, at any annual meeting during which dividends are so in
default, to elect two Directors.
(c) Notwithstanding the provisions of Section 5 of Article III of
these By-Laws, except as provided in paragraph (b) of this Section 4,
the holders of the 9 1/4% Preferred Stock shall not be entitled to
vote at any meeting of stockholders.
(d) Article XI, Section 5 is hereby amended by deleting the same
and substituting therefore the following:
Section 5. In case of liquidation or dissolution of the Company,
the assets, irrespective of whether they shall consist of capital
assets or accumulated earnings, shall be distributed as follows: All
holders of Preferred Stock shall be entitled to paid in full both the
par amount of their shares and an amount equal to the unpaid dividends
accumulated and accrued thereon and, in the case of the 9 1/4%
Preferred stock, if such liquidation or dissolution is voluntary, an
amount equal to the premium specified in Section 6(a) below before any
amount shall be paid to the holders of the Common Stock, and in case
the assets shall not be sufficient to pay in full all of the Preferred
Stock and dividends accumulated and accrued thereon, then the
principal thereof shall first be paid and a pro rata distribution of
any excess shall be made on account of the accumulated dividends,
based on the total amount of unpaid dividends accumulated and accrued
thereon, but after such payment to the holders of the Preferred Stock,
the remaining assets and funds shall be paid to the holders of the
Common Stock, according to their respective shares.
(e) Article XI, Section 6 is hereby amended by deleting the same
and substituting therefor the following:
Section 6. (a) The 7% Preferred Stock shall bear dividends at the
rate of 7% per annum and shall not be redeemable. The 4% Preferred
Stock, Series A, shall bear dividends at the rate of 4% per annum and
shall be redeemable at 112% if called on or prior to October 1, 1950;
at 111% thereafter through October 1, 1951; and after October 1, 1951
at 110%, plus accrued dividends in every case. The 4 1/4% Preferred
Stock shall bear dividends at the rate of 4 1/4% per annum and shall
be redeemable at 102% if called on or prior to April 1, 1954; at 101%
thereafter through April 1, 1959; and after April 1, 1959 at 100%,
plus accrued dividends in every case. The 9 1/4% Preferred Stock shall
bear dividends at the rate of 9 1/4% per annum and shall be redeemable
at the option of the Company as follows:
At 109.25% if called on or prior to December 1, 1976;
at 108.63% thereafter through December 1, 1977;
at 108.01% thereafter through December 1, 1978;
at 107.39% thereafter through December 1, 1979;
at 106.77% thereafter through December 1, 1980;
at 106.15% thereafter through December 1, 1981;
at 105.53% thereafter through December 1, 1982;
at 104.91% thereafter through December 1, 1983;
at 104.29% thereafter through December 1, 1984;
at 103.67% thereafter through December 1, 1985;
at 103.05% thereafter through December 1, 1986;
at 102.43% thereafter through December 1, 1987;
at 101.81% thereafter through December 1, 1988;
at 101.19% thereafter through December 1, 1989;
at 100.57% thereafter through December 1, 1990;
and after December 1, 1990 at 100% plus accrued dividends in
every case;
provided, however, that except as provided in Section 6(b) below, the
Company may not redeem any of the 9 1/4% Preferred Stock prior to
December 1, 1986, as a part of, or in anticipation of, any refunding
operation involving the application, directly or indirectly, of money
borrowed by the Company having an interest cost (calculated in
accordance with generally accepted financial practice), or through the
issuance of preferred stock ranking equally with or prior to the 9
1/4% Preferred Stock having a dividend cost (calculated as aforesaid)
of less than 9 1/4% per annum. Preferred Stock, which is the subject
of redemption, may be called in whole or in part upon any dividend
date by appropriate resolution adopted by the Board of Directors at
any regular or special meeting upon 60 days' notice to the owners
thereof of record to be given by mailing copies of the notice of
redemption, postage prepaid, addressed to such owners at their
addresses as shown on the books of the Company. If less than all of
the outstanding shares of any class or series of Preferred Stock shall
be redeemed at any time, the stock to be so redeemed shall be
determined by lot, in such manner as the Board of Directors may
determine and prescribe, except that the shares of the 9 1/4%
Preferred Stock to be redeemed may be determined by lot or pro rata or
in such other manner as the Board of Directors may determine and
prescribe.
(b) The 9 1/4% Preferred Stock shall also be subject to redemption through
the operation of a sinking fund (herein called the Sinking Fund) at the
redemption price (the Sinking Fund Redemption Price) of $100 per share plus an
amount equal to the dividends accrued and unpaid thereon to the redemption date,
whether or not earned or declared. For the purposes of the Sinking Fund, out of
any net assets of the Company legally available therefor remaining after full
cumulative dividends upon all Preferred Stock then outstanding to the end of the
current dividend period therefor shall have been paid or declared and set apart
for payment the Company shall set aside in cash annually on December 1 in each
year commencing with December 1, 1982, an amount sufficient to redeem, at the
Sinking Fund Redemption Price, 1,000 shares of the 9 1/4% Preferred Stock. The
Sinking Fund shall be cumulative so that if on any such December 1 the net
assets of the Company legally available therefor shall be insufficient to permit
any such amount to be set aside in full, or if for any other reason such amount
shall not have been set aside in full, the amount of deficiency shall be set
aside, but without interest, before any dividend shall be paid or declared, or
any distribution made, on any junior shares or any junior shares shall be
purchased, redeemed, or otherwise acquired by the Company, or any monies shall
be paid to or set aside or made available for a sinking fund for the purchase or
redemption of any junior shares. Notwithstanding the foregoing, the Company may
at any time (1) pay dividends in junior shares or (2) purchase, redeem or
otherwise acquire junior shares in exchange for, or out of the net cash proceeds
from the concurrent sale of, other junior shares. As used herein, the term
"junior shares" shall mean Common Stock or any other shares ranking junior to
the 9 1/4% Preferred Stock either as to dividends or upon liquidation,
dissolution or winding up. Monies in the Sinking Fund shall be applied on such
December 1 to the redemption of shares of the 9 1/4% Preferred Stock. The
Company shall, prior to each such Sinking Fund redemption, give notice of
redemption of such number of shares of the 9 1/4% Preferred Stock as may be
required to satisfy the Sinking Fund.
(c) In addition, the Company shall have the right, at its option, to redeem
at the Sinking Fund Redemption Price on December 1, 1982 and on any December 1
thereafter an additional number of shares of the 9 1/4% Preferred Stock up to
but not exceeding 1,000 shares. This right shall not be cumulative and shall be
lost to the extent not exercised on any such December 1. Any redemption of
shares of the 9 1/4% Preferred Stock pursuant to this Section 6(c) shall not
operate to reduce the number of shares which the Company is obligated to redeem
pursuant to Section 6(b).
A true copy.
Attest: \ss\ Robert S. Briggs
Robert S. Briggs, Esq.
Clerk
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 103-240 ARTICLES OF AMENDMENT SECRETARY OF STATE
Fee Paid $3750 - 10. (Amendment by Share- FILED
C.B. 664 holders Voting as May 12, 1977
Date: 5-18-77 Separate Class) OF Doris Hayes, Agent
BANGOR HYDRO-
ELECTRIC COMPANY
a Quasi-Public Corporation
Pursuant to 13-A MRSA 805 and 807, the undersigned corporation adopts these
Articles of Amendment.
FIRST: As set out in detail in "THIRD", one or more classes of shares of
the corporation were entitled to vote on the following amendment as a separate
class.
SECOND: The amendment to the Articles of Incorporation of the corporation
set out in Exhibit A attached hereto was adopted by the shareholders thereof at
a meeting legally called and held on April 26, 1977.
THIRD: On said date, the number of shares of each class outstanding and
entitled to vote on such amendment (whether or not entitled to vote as a
separate class), the manner in which each such class was entitled to vote
(whether or not as a separate class), and the number of shares voted for and
against said amendment, respectively, were as follows:
Designation of Manner No. of Shares
Each Class In Which Outstanding
However Entitled Entitled And Entitled Voted Voted
to vote To Vote To Vote For Against
----------------- --------- ------------- ------ --------
Common as a separate 1,233,710 920,772 35,608
class
Preferred N/A 47,340 34,436 1,003
--------- ------- -------
Total of All Classes 1,281,050 955,208 36,611
========= ======== =======
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares the manner in which the same shall be effected is
contained in Exhibit B attached hereto, if it is not set forth in the amendment
itself.
*FIFTH: If such amendment effects a change in the number or par values of
authorized shares the number of shares which the
corporation has authority to issue after giving effect to such amendment is as
follows:
Series Number Par Value
Class (If any) of Shares (If any)
----- -------- --------- ---------
Common N/A 2,500,000 $ 5
Preferred 100,000 100
The aggregate par value of all such shares (of all classes and series)
having par value is $22,500,000.
The total number of all such shares (of all classes and series) without
par value is N/A shares.
SIXTH: The address of the registered office of the corporation in the State
of Maine is One Merchants Plaza, Bangor, Maine 04401.
Dated: April 28, 1977
Legibly print or Bangor Hydro-Electric Company
type name and (name of corporation)
capacity of all By \ss\ Robert S. Briggs
signers Robert S. Briggs, Clerk
I certify that I have custody of the minutes showing the above action by the
shareholders.
\ss\ Robert S. Briggs
Robert S. Briggs, Clerk
EXHIBIT A.
RESOLVED that the Certificate of Organization of the Company as amended
to date, be further amended too increase the Company's authorized
capital stock by $5,000,000, such increase to be represented by
1,000,000 shares of Common Stock of the par value of $5 each, so that
the total amount of authorized capital stock of this Company will be
$22,500,000 represented by 100,000 shares of Preferred Stock of the par
value of $100 each and 2,500,000 shares of Common Stock of the par
value of $5 each.
NOTE: Shares may be entitled to vote as a separate class for any of the
reasons stated in 806, or if so provided in the Articles. For vote
necessary for adoption, see 805.
------------------------------------
* To be completed only if Exhibit A or B do not give this required
information.
** The name of the corporation should be typed, and the document must be
signed by (1) Clerk or (2) by the President of a vice-president and by the
Secretary or an assistant secretary or such other officer as the bylaws may
designate as a second certifying officer or (3) if there are no such
officers, then by a majority of the Directors or by such Directors as may
be designated by majority of Directors then in office or (4) if there are
not such Directors, then by the holders, or such of them as may be
designated by the holders, of record of a majority of all outstanding
shares entitled to vote thereon or (5) by the holders of all of the
outstanding shares of the corporation.
FORM NO. MBCA-9A
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 103-240 NOTIFICATION BY CLERK SECRETARY OF STATE
Fee Paid $5.00 OF CHANGE IN FILED
C.B. 80C176 REGISTERED OFFICE August 14, 1979
Date: 8-16-79 Agent
Pursuant to 13-A MRSA 304(6), the undersigned Clerk for one or more domestic
corporations give notice of the following change of business address which is
the registered office of each corporation listed:
FIRST: Name of Clerk* Robert S. Briggs, Esq.
SECOND: Address of former registered office:
One Merchants Plaza
Bangor, Maine 04401
THIRD: Address of new registered office:
33 State Street; PO Box 932
Bangor, Maine 04401
FOURTH: Notice of the above change in registered office has been sent to
each of the following corporations by the undersigned as Clerk of each:
Bangor Hydro-Electric Company
East Branch Improvement Company
Sawtelle Brook Dam and Improvement Company
Godfrey's Falls Dam Company
Sebois Dam Company
Pleasant River Gulf Improvement Company
Dated: August 13, 1979 \ss\ Robert S. Briggs
Robert S. Briggs
(type or print name)
--------------------------------
*The Clerk of a domestic corporation must be a person resident in Maine. The
business address of the Clerk and the registered office must be identical.
FORM NO. MBCA-3B
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 103-240 STATEMENT OF RESOLUTION SECRETARY OF STATE
Fee Paid $5.00 ESTABLISHING SERIES OF FILED
C.B. 115 SHARES OF BANGOR HYDRO- August 23, 1979
Date: 8-23-79 ELECTRIC COMPANY Agent
(9 1/2% Preferred Stock)
Pursuant to 13-A MRSA 503, the undersigned corporation submits the following for
the purpose of establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:
FIRST: The attached resolutions establishing and designating the series and
fixing and determining the relative rights and preferences thereof were duly
adopted by the Board of Directors on July 24, 1979 and August 14, 1979.
SECOND: The By-Laws expressly grant to the Board of Directors the authority
to make such resolutions. This provision of the By-Laws was in effect on and
prior to December 31, 1971, has not been amended or repealed, and therefore
continues to be effective pursuant to 13-A MRSA 103(7).
THIRD: The address of the registered office of the corporation is: 33 State
Street, PO Box 932, Bangor, Maine 04401
Dated: August 20, 1979
Legibly print or Bangor Hydro-Electric Company
type name and (name of corporation)
capacity of all By \ss\ Robert S. Briggs
signers Robert S. Briggs, Clerk
-------------------------------
*The name of the corporation should be typed, and the document must be signed by
(1) the Clerk or (2) by the President or a vice-president and by the Secretary
or an assistant secretary of such other officer as the by-laws may designate as
a second certifying officer or (3) if there are no such officers, then by a
majority of Directors then in office or (4) if there are not such Directors,
then by the holders, or such of them as may be designated by the holders, of
record of a majority of all outstanding shares entitled to vote thereon or (5)
by the holders of all of the outstanding shares of the corporation.
FORM NO. MBCA-7
BANGOR HYDRO-ELECTRIC COMPANY
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
JULY 24, 1979
WHEREAS the Company desires to secure additional funds for its general
corporate purposes, including, among other things, capital expenditures; and
WHEREAS 32,660 of the 100,000 shares of the Company's authorized Preferred
Stock $100 par value, are presently unissued, and may be issued in one or more
classes or series with such dividends, designations, terms, conditions and
restrictions as may be determined in their discretion by this Board of
Directors; and
WHEREAS in the judgment of this Board of Directors it is advisable to
secure a portion of such additional funds by authorizing the issue of 30,000
shares of the Company's authorized but unissued shares of Preferred Stock, $100
par value; and
WHEREAS the officers of the Company have consulted with Smith Barney,
Harris Upham & Co., Incorporated of New York concerning the most desirable
method of offering such additional Preferred Stock, and have determined that it
should be sold at private sale to a limited number of institutional investors;
NOW THEREFORE BE IT RESOLVED that the Company hereby creates a new series
of Preferred Stock to be designated as the 9 1/2% Preferred Stock, consisting of
30,000 shares of the authorized but unissued Preferred Stock, consisting of
30,000 shares of the authorized but unissued Preferred Stock, $100 par value of
the Company; and
FURTHER RESOLVED that the 9 1/2% Preferred Stock be sold at not less than
par value at private sale to limited number of institutional investors, the
exact number and the more particular identification of such investors to be
determined by the Chairman of the Board or the President of the Company, or
either of them; and
FURTHER RESOLVED that none of the holders of any of the classes or series
of the Preferred Stock, and none of the holders of the Common Stock, of the
Company shall have the preemptive right to subscribe for and take shares of the
9 1/2% Preferred Stock; and
FURTHER RESOLVED that the Company does hereby appoint and designate Smith
Barney, Harris Upham & Co. Incorporated of New York as its representative in
this sale of the 9 1/2% Preferred Stock, and does hereby authorize said Smith
Barney, Harris Upham & Co. Incorporated to dispose of said 9 1/2% Preferred
Stock at private sale at par value plus accrued dividends, if any; and
FURTHER RESOLVED that the appropriate officers of the Company be, and they
hereby are authorized and directed to file with the Maine Public Utilities
Commission an application for approval of the issuance of the 9 1/2% Preferred
Stock, including any and all amendments thereto, and to do all other acts
necessary or desirable in order to secure the approval of said Maine Public
Utilities Commission; and
FURTHER RESOLVED that upon receipt of the Order of said Maine Public
Utilities Commission relative to the issuance and sale of the 9 1/2% Preferred
Stock, said Order to be recorded upon the books of the Company by its Clerk or
Assistant Clerk; and
FURTHER RESOLVED that the appropriate officers of the Company and each of
them be and they hereby are authorized and directed to make, sign, execute,
verify, acknowledge and deliver, or cause to be made, signed, executed,
verified, acknowledged and delivered, any and all of such orders, certificates,
directions, requests and other appropriate instruments and to do all such acts
and things as may be reasonably required from time to time hereafter to give
effect to the foregoing votes, or any of them, or to otherwise effect the
issuance and sale of the 9 1/2% Preferred Stock.
A true copy.
Attest: \ss\ Robert S. Briggs, Clerk
BANGOR HYDRO-ELECTRIC COMPANY
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
AUGUST 14, 1979
RESOLVED that pursuant to Article XI of the By-Laws of the Company, said
By-Laws be amended in order to set forth the dividend, designation, terms,
conditions and restrictions relative to the 9 1/2% Preferred Stock, as follows:
(a) The first paragraph of Article XI, Section 2 is hereby amended to read
as follows:
"Section 2. The 100,000 shares of Preferred Stock shall be
available for classification and reclassification in different
classes or series from time to time. Subject to reclassification
upon retirement by redemption or otherwise, 25,000 shares shall
be 7% Preferred Stock, 17,500 shares shall be 4% Preferred Stock,
Series A, 4,840 shares shall be 4 1/4% Preferred Stock, 20,000
shares shall be 9 1/4% Preferred Stock and 30,000 shares shall be
9 1/2% Preferred Stock."
(b) The first line of the second paragraph of Article XI, Section 2, is
hereby amended to read as follows:
"The remaining shares, 2,660 in number, plus additional
shares...."
(c) The first sentence of the third paragraph of Article XI, Section 2, is
hereby amended to read as follows:
"In fixing and determining the special voting powers of any class
or series of Preferred Stock, the Board of Directors is
specifically authorized to provide that if at any time dividends
or required sinking fund payments payable on the Preferred Stock
shall be in default in any amount to be specified in the By-Laws,
then, until all dividends or required sinking fund payments so in
default shall have been paid or declared and set apart for
payment, the holders of shares of Preferred Stock of each and
every class or series, voting as single class, shall be entitled
to elect in such manner as the Board of Directors may provide,
the smallest number of Directors necessary to constitute a
majority of the full Board of Directors, the balance of the
Directors to be elected by the holders of shares having general
voting powers."
(d) The third and fourth sentences of Article XI, Section 3, are hereby
amended to read as follows:
"Except as provided in paragraph (b) of Section 6, the Board
of Directors may declare dividends upon the Common Stock,
provided the dividends upon the Preferred Stock, with all
accumulations, including accrued dividends to the date of payment
of the Common Stock dividends, shall have been paid in full, or a
sum sufficient for the payment thereof shall have been set apart
for the purpose, but not otherwise. Except as provided in
paragraph (b) of Section 6, the holders of the Common Stock are
entitled to receive all additional surplus or net profits which
the Directors may order distributed in dividends, after the
dividends above provided for shall have been paid or set apart."
(e) Article XI, Section 4, subparagraphs (b) and (c) are hereby amended by
deleting the same and substituting therefor the following:
"(b) If at any time dividends payable on the Preferred Stock
shall be in default in an amount equal to or exceeding four
quarterly dividend payments, or if the Company shall fail to make
any required sinking fund payment on the Preferred Stock, then,
until all dividends or sinking fund payments so in default have
been paid or declared and set apart for payment, the holders of
shares of Preferred Stock of each and every class or series,
voting as a single class, shall be entitled, at any annual
meeting during which dividends or sinking fund payments are so in
default, to elect two Directors.
"(c) Notwithstanding the provisions of Section 5 of Article III
of these By-Laws, except as provided in paragraph (b) of this
Section 4, the holders of the 9 1/4% Preferred Stock and the 9
1/2% Preferred Stock shall not be entitled to vote at any meeting
of stockholders."
(f) Article XI, Section 5 is hereby amended by deleting the same and
substituting therefor the following:
"Section 5. In case of liquidation or dissolution of the Company,
the assets, irrespective of whether they shall consist of capital
assets or accumulated earnings, shall be distributed as follows:
All holders of Preferred Stock shall be entitled to be paid in
full both the par amount of their shares and an amount equal to
the unpaid dividends accumulated and accrued thereon and, in the
case of the 9 1/4% Preferred Stock and the 9 1/2% Preferred
Stock, if such liquidation or dissolution is voluntary, an amount
equal to the premium specified in Section 6(a) below, before any
amount shall be paid to the holders of the Common Stock, and in
case the assets shall not be sufficient to pay in full all of the
Preferred Stock and dividends accumulated and accrued thereon,
and applicable premium, then the principal thereof shall first be
paid, thereafter a pro rata distribution of any excess shall be
made on account of the accumulated dividends, based on the total
amount of unpaid dividends accumulated and accrued thereon, and
thereafter a pro rata distribution of any excess shall be made on
account of applicable premium, based on the total amount of
applicable premium, but after such payment to the holders of the
Preferred Stock, the remaining assets and funds shall be paid to
the holders of the Common Stock, according to their respective
shares."
(g) Article XI, Section 6 is hereby amended by deleting the same and
substituting therefor the following:
"Section 6. (a) The 7% Preferred Stock shall bear dividends at
the rate of 7% per annum and shall not be redeemable. The 4%
Preferred Stock, Series A, shall bear dividends at the rate of 4%
per annum and shall be redeemable at 112% if called on or prior
to October 1, 1950; at 111% thereafter through October 1, 1951;
and after October 1, 1951 at 110%, plus accrued dividends in
every case. The 4 1/4% Preferred Stock shall bear dividends at
the rate of 4 1/4% per annum and shall be redeemable at 102% if
called on or prior to April 1, 1954; at 101% thereafter through
April 1, 1959; and after April 1, 1959 at 100%, plus accrued
dividends in every case. The 9 1/4% Preferred Stock shall bear
dividends at the rate of 9 1/4% per annum and shall be redeemable
at the option of the Company as follows:
At 109.25% if called on or prior to December 1, 1976;
at 108.63% thereafter through December 1, 1977;
at 108.01% thereafter through December 1, 1978;
at 107.39% thereafter through December 1, 1979;
at 106.77% thereafter through December 1, 1980;
at 106.15% thereafter through December 1, 1981;
at 105.53% thereafter through December 1, 1982;
at 104.91% thereafter through December 1, 1983;
at 104.29% thereafter through December 1, 1984;
at 103.67% thereafter through December 1, 1985;
at 103.05% thereafter through December 1, 1986;
at 102.43% thereafter through December 1, 1987;
at 101.81% thereafter through December 1, 1988;
at 101.19% thereafter through December 1, 1989;
at 100.57% thereafter through December 1, 1990;
and after December 1, 1990 at 100%
plus accrued dividends in every case;
provided, however, that except as provided in Section 6(b) below,
the Company may not redeem any of the 9 1/4% Preferred Stock
prior to December 1, 1986, as a part of, or in anticipation of,
any refunding operation involving the application, directly or
indirectly, of money borrowed by the Company having an interest
cost (calculated in accordance with generally accepted financial
practice), or through the issuance of Preferred Stock ranking
equally with or prior to the 9 1/4% Preferred Stock having a
dividend cost (calculated as aforesaid) of less than 9 1/4% per
annum. The 9 1/2% Preferred Stock shall bear dividends at the
rate of 9 1/2% per annum and shall be redeemable at the option of
the Company as follows:
At 109.5% if called on or prior to August 1, 1980;
at 109.0% if called on or prior to August 1, 1981;
at 108.5% if called on or prior to August 1, 1982;
at 108.0% if called on or prior to August 1, 1983;
at 107.5% if called on or prior to August 1, 1984;
at 107.0% if called on or prior to August 1, 1985;
at 106.5% if called on or prior to August 1, 1986;
at 106.0% if called on or prior to August 1, 1987;
at 105.5% if called on or prior to August 1, 1988;
at 105.0% if called on or prior to August 1, 1989;
at 104.5% if called on or prior to August 1, 1990;
at 104.0% if called on or prior to August 1, 1991;
at 103.5% if called on or prior to August 1, 1992;
at 103.0% if called on or prior to August 1, 1993;
at 102.5% if called on or prior to August 1, 1994;
at 102.0% if called on or prior to August 1, 1995;
at 101.5% if called on or prior to August 1, 1996;
at 101.0% if called on or prior to August 1, 1997;
at 100.5% if called on or prior to August 1, 1998;
and after August 1, 1998 at 100%
plus accrued dividends in every case;
provided, however, that, except as provided in Section 6(b)
below, the Company may not redeem any of the 9 1/2% Preferred
Stock prior to August 1, 1989, as a part of, or in anticipation
of, any refunding operation involving the application, directly
or indirectly, of money borrowed by the Company having an
interest cost (calculated in accordance with generally accepted
financial practice), or through the issuance of Preferred Stock
having a dividend cost (calculated as aforesaid) of less than 9
1/2% per annum. Preferred Stock, which is the subject of
redemption, may be called in whole or in part upon any dividend
date by appropriate resolution adopted by the Board of Directors
at any regular or special meeting upon 60 days' notice to the
owners thereof redemption, postage prepaid, addressed to such
owners at their addresses as shown on the books of the Company.
If less than all of the outstanding shares of any class or series
of Preferred Stock shall be redeemed at any time, the stock to be
so redeemed shall be determined by lot, in such manner as the
Board of Directors may determine and prescribe, except that the
shares of the 9 1/4% Preferred Stock and the 9 1/2% Preferred
Stock to be redeemed may be determined by lot or pro rata or in
such other manner as the Board of Directors may determine and
prescribe.
"(b) The 9 1/4% Preferred Stock and the 9 1/2% Preferred
Stock shall also be subject to redemption through the operation
of sinking funds (herein collectively called the Sinking Funds
and individually called the 9 1/4% Preferred Stock Sinking Fund
or the 9 1/2% Preferred Stock Sinking Fund) at the redemption
price (the Sinking Fund Redemption Price) of $100 per share plus
an amount equal to the dividends accrued and unpaid thereon to
the redemption date, whether or not earned or declared. For the
purposes of the Sinking Funds, out of any net assets of the
Company legally available therefor remaining after full
cumulative dividends upon all Preferred Stock then outstanding to
the end of the current dividend period therefor shall have been
paid or declared and set apart for payment, the Company shall set
aside in cash annually (1) on December 1 in each year commencing
with December 1, 1982, an amount sufficient to redeem, at the
Sinking Fund Redemption Price, 1000 shares of the 9 1/4%
Preferred Stock, and (2) on August 1 in each year commencing with
August 1, 1985, an amount sufficient to redeem, at the sinking
Fund Redemption Price, 2000 shares of the 9 1/2% Preferred Stock.
The Sinking Funds shall be cumulative so that if on any such
December 1 and/or August 1, the net assets of the Company legally
available therefor shall be insufficient to permit any such
amount to be set aside in full, or if for any other reason such
amount shall not have been set aside in full, the amount of the
deficiency shall be set aside, but without interest, before any
dividend shall be paid or declared, or any distribution made, on
any junior shares or any junior shares shall be purchased,
redeemed, or otherwise acquired by the Company, or any money
shall be paid to or set aside or made available for a sinking
fund for the purchase or redemption of any junior shares.
Notwithstanding the foregoing, the Company may at any time (1)
pay dividends in junior shares or (2) purchase, redeem or
otherwise acquire junior shares in exchange for, or out of the
net cash proceeds from the concurrent sale of, other junior
shares. As used herein, the term "junior shares" shall mean
Common Stock or any other shares ranking junior to the 9 1/4%
Preferred Stock or the 9 1/2% Preferred Stock either as to
dividends or upon liquidation, dissolution or winding up. Monies
in the Sinking Funds shall be applied (and disbursed) on such
December 1 and August 1 to the redemption of shares of the 9 1/4%
Preferred Stock and the 9 1/2% Preferred Stock, respectively. The
Company shall, prior to each such Sinking Fund redemption, give
notice of redemption of such number of shares of the 9 1/4%
Preferred Stock and the 9 1/2% Preferred Stock as may be required
to satisfy the Sinking Funds.
"(c) In addition, the Company shall have the right, at its
option, to redeem at the Sinking Fund Redemption Price (1) on
December 1, 1982 and on any December 1 thereafter an additional
number of shares of the 9 1/4% Preferred Stock up to but not
exceeding 1,000 shares, and (2) on August 1, 1985, and on any
August 1 thereafter an additional number of shares of the 9 1/2%
Preferred Stock up to but not exceeding 2,000 shares; provided,
however, that the aggregate number of shares of the 9 1/2%
Preferred Stock which may be redeemed pursuant to this Section
6(c)(2) may not exceed 9000 shares. This right shall not be
cumulative and shall be lost to the extent not exercised. Any
redemption of shares of the 9 1/4% Preferred Stock or the 9 1/2%
Preferred Stock pursuant to this Section 6(c) shall not operate
to reduce the number of shares which the Company is obligated to
redeem pursuant to this Section 6(b)."
and
FURTHER RESOLVED that any and all requirements of prior notice of proposed
amendments or alterations of the By-Laws, including the notice requirements
contained in Article XII, Section 2 of the By-Laws, are hereby waived, and that
the foregoing amendments to the By-Laws are adopted effective as of the date
hereof without further action of the Board of Directors; and
FURTHER RESOLVED that the form of proposed agreement presented this date to
the Board for the sale of the 9 1/2% Preferred Stock to the purchaser named
therein is hereby approved; that the Chairman of the Board, the President, or
any Vice President of the Company or any of them be and each of them is hereby
authorized to execute the same in substantially the form presented as aforesaid
with such changes as the officer executing the same may approve acting under the
advice of counsel for this Company, and that the execution and delivery of said
agreement shall be conclusive evidence of such approval.
A true copy.
Attest: \ss\ Robert S. Briggs, Clerk
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 103-240 ARTICLES OF AMENDMENT SECRETARY OF STATE
Fee Paid $20,625 & 10.00 FILED
C.B. 746 (Amendment by Shareholders April 29, 1980
Date: 4-29-80 Voting as Separate Class) Agent
OF
BANGOR HYDRO-ELECTRIC COMPANY
a Quasi-Public Corporation
Pursuant to 13-A MRSA 805 and 807, the undersigned corporation adopts these
Articles of Amendment.
FIRST: As set out in detail in "THIRD", one or more classes of shares of
the corporation were entitled to vote on the following amendments as a separate
class.
SECOND: The amendments to the Articles of Incorporation of the corporation
set out in Exhibit A attached hereto were adopted by the shareholders thereof at
a meeting legally called and held on April 22, 1980.
THIRD: On said date, the number of shares of each class outstanding and
entitled to vote on such amendments (whether or not entitled to vote as a
separate class), the manner in which
each such class was entitled to vote (whether or not as a separate class), and
the number of shares voted for and against such amendments, respectively, were
as follows:
Designation of Manner No. of Shares
Each Class in which Outstanding
However Entitled Entitled And Entitled Voted Voted
Proposal To Vote To Vote To Vote For Against
-------------------------------------------------------------------------------
To increase Common stock as a class 1,816,933 997,599 65,482
Authorized $5 par value
Preferred
Stock
$100 par
value Preferred Stock as a class 97,340* 80,044 859
--------- ------- -----
TOTALS 1,914,273 1,085,643 66,341
========= ========= ======
To increase Common Stock as a class 1,816,933 1,000,607 60,147
Authorized $5 par value
Common Stock
$5 par Preferred Stock general 47,340 26,635 1,074
value $100 par value --------- --------- ------
TOTALS 1,864,273 1,027,242 61,221
========= ========= ======
To Authorize Common Stock general 1,816,933 1,023,208 48,866
Directors To $5 par value
Divide Unissued
Preferred Stk. Preferred Stk. as a class 97,340* 88,202 607
---------- --------- ------
TOTALS 1,914,273 1,111,410 49,473
========= ========= ======
*Includes 50,000 shares which do not have general voting powers.
FOURTH: If such amendments provide for exchange, reclassification or
cancellation of issued shares the manner in which the same shall be effected is
contained in Exhibit B attached hereto, if it is not set forth in the amendment
itself.
Not applicable.
FIFTH: If such amendments effect a change in the number or par values of
authorized shares, the number of shares which the corporation has authority to
issue after giving effect to such amendments is as follows:
Class Series Number of Shares Par Value
--------------- ------------ ---------------- ---------
Common Stock, N/A 5,000,000 $ 5
$5 par value
Preferred Stock, As determined by 250,000 $100
$100 par value Board of Directors
The aggregate par value of such shares (of all classes and series) having
par value is $50,000,000.
The total number of all such shares (of all classes and series) without par
value is -0- shares.
SIXTH: The address of the registered office of the corporation in the State
of Maine is 33 State Street, PO Box 932, Bangor, Maine 04401.
Dated: April 25, 1980
Legibly print or Bangor Hydro-Electric Company
type name and (name of corporation)
capacity of all By \ss\ Robert S. Briggs
signers Robert S. Briggs, Clerk
(type or print name & capacity)
I certify that I have custody of the minutes showing the above action by the
shareholders.
\ss\ Robert S. Briggs
Clerk
FORM NO. MBCA-9A
BANGOR HYDRO-ELECTRIC COMPANY
EXHIBIT A TO ARTICLES OF AMENDMENT DATED APRIL 25, 1980
RESOLVED that the Articles of Incorporation of the Company, as
amended to date, be further amended to increase the Company's
authorized capital stock by $27,500,000, such increase to be
represented by 150,000 shares of Preferred Stock of the par
value of $100 each and 2,500,000 shares of Common Stock of the
par value of $5 each, so that the total amount of authorized
capital stock of the Company will be $50,000,000 represented
by 250,000 shares of Preferred Stock of the par value of $100
each and 5,000,000 shares of Common Stock of the par value of
$5 each.
RESOLVED that the Articles of Incorporation of the Company, as
amended to date, be further amended by adding the following
provision:
The shares of any preferred or special class of the
Company's capital stock may be divided into and
issued in series. The Board of Directors of the
Company shall have authority to divide any or all of
the shares of any preferred or special class of the
Company's capital stock into series and to fix and
determine the relative rights and preferences of the
shares of any series so established.
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 103-240 STATEMENT OF RESOLUTION SECRETARY OF STATE
Fee Paid $5.00 ESTABLISHING SERIES OF FILED
C.B. 520 SHARES OF BANGOR HYDRO- January 13, 1983
Date: 1-14-83 ELECTRIC COMPANY Agent
(13% Preferred Stock)
Pursuant to 13-A MRSA 503, the undersigned corporation submits the following for
the purpose of establishing and designating a series of shares and fixing and
determining the relative rights and preferences thereof:
FIRST: The attached resolution establishing and designating the series and
fixing and determining the relative rights and preferences thereof was duly
adopted by the Board of Directors on January 10, 1983.
SECOND: The Articles expressly grant to the Board of Directors the
authority to make such a resolution.
THIRD: The address of the registered office of the corporation is: 33 State
Street, PO Box 932, Bangor, Maine 04401.
Dated: January 12, 1983
Legibly print or Bangor Hydro-Electric Company
type name and (name of corporation)
capacity of all By \ss\ Robert S. Briggs
signers Robert S. Briggs, Clerk
(type or print name & capacity)
---------------------------------
* The name of the corporation should be typed, and the document must be
signed by (1) the Clerk or (2) by the President or a vice-president and
by the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are
no such officers, then by a majority of the Directors or by such
Directors as may be designated by a majority of Directors then in
office or (4) if there are no such Directors, then by the holders, or
such of them as may be designated by the holders, of record of a
majority of all outstanding shares entitled to vote thereon or (5) by
the holders of all the outstanding shares of the corporation.
FORM NO. MBCA-7
BANGOR HYDRO-ELECTRIC COMPANY
RESOLUTIONS ADOPTED BY THE BOARD OF
DIRECTORS BY UNANIMOUS CONSENT WITHOUT
A MEETING AS OF JANUARY 10, 1983
WHEREAS the Company desires to secure additional funds for its general
corporate purposes, including, among other things, capital expenditures; and
WHEREAS 153,660 of the 250,000 shares of the Company's authorized Preferred
Stock, $100 par value, are presently unissued, and may be issued in one or more
classes or series with such dividends, designations, terms, conditions, and
restrictions as may be determined in their discretion by this Board of
Directors; and
WHEREAS in the judgment of this Board of Directors it is advisable to
secure a portion of such additional funds by authorizing the issue of 50,000
shares of the Company's authorized but unissued shares of Preferred Stock, $100
par value; and
WHEREAS the officers of the Company have consulted with Smith Barney,
Harris Upham & Co., Incorporated of New York concerning the most desirable
method of offering such additional Preferred Stock, and have determined that it
should be sold at private sale to a limited number of institutional investors;
NOW THEREFORE BE IT RESOLVED that the Company hereby establishes a new
series of Preferred Stock to be designated as the 13% Preferred Stock,
consisting of 50,000 shares of the authorized but unissued Preferred Stock, $100
par value of the Company; and
FURTHER RESOLVED that the 13% Preferred Stock be sold at not less than the
par value at a private sale to a limited number of institutional investors; and
FURTHER RESOLVED that none of the holders of any of the classes or series
of the Preferred Stock, and none of the holders of the Common Stock, of the
Company shall have the preemptive right to subscribe for and take shares of the
13% Preferred Stock; and
FURTHER RESOLVED that the Company does hereby appoint and designate Smith
Barney, Harris Upham & Co. Incorporated of New York as its representative in
this sale of the 13% Preferred Stock, and does hereby authorize said Smith
Barney, Harris Upham & Co. Incorporated to dispose of said 13% Preferred Stock
at private sale at par value plus accrued dividends, if any; and
FURTHER RESOLVED that the appropriate officers of the Company be and they
hereby are authorized and directed to file with the Maine Public Utilities
Commission an application for approval of the issuance of the 13% Preferred
Stock, including any and all amendments thereto, and to do all other acts
necessary or desirable in order to secure the approval of said Maine Public
Utilities Commission; and
FURTHER RESOLVED that upon receipt of the Order of said Maine Public
Utilities Commission relative to the issuance and sale of the 13% Preferred
Stock, said Order is to be recorded upon the books of the Company by its Clerk
or Assistant Clerk; and
FURTHER RESOLVED that pursuant to Article XI of the By-Laws of the Company,
said By-Laws be amended in order to set forth the dividend, designation, terms,
conditions and restrictions relative to the 13% Preferred Stock, as follows:
(a) The first paragraph of Article XI, Section 2 is hereby amended to read
as follows:
"Section 2. The 250,000 shares of Preferred Stock shall be available
for classification and reclassification in different classes or series
from time to time. Subject to reclassification upon retirement by
redemption or otherwise, 25,000 shares shall be 7% Preferred Stock,
17,500 shares shall be 4% Preferred Stock, Series A, 4,840 shares shall
be 4 1/4% Preferred Stock, 20,000 shares shall be 9 1/4% Preferred
Stock, 30,000 shares shall be 9 1/2% Preferred Stock, and 50,000 shares
shall be 13% Preferred Stock."
(b) The first line of the second paragraph of Article XI, Section 2, is
hereby amended to read as follows:
"The remaining shares, 102,660 in number, plus additional shares...."
(c) the third sentence of the first paragraph of Article XI, Section 3 is
hereby amended to read as follows:
"Except as provided in paragraph (b) of Section 6 and paragraph (e) of
Section 7,..."
(d) Article XI, Section 4, subparagraph (c) is hereby amended by deleting
the same and substituting therefor the following:
"(c) Notwithstanding the provisions of Section 5 of Article III of
these By-Laws, except as provided in paragraph (b) of this Section 4,
the holders of the 9 1/4% Preferred Stock, the 9 1/2% Preferred Stock,
and the 13% Preferred Stock shall not be entitled to vote at any
meeting of stockholders."
(e) Article XI, Section 5 is hereby amended by deleting the same and
substituting therefor the following:
"Section 5. In case of liquidation or dissolution of the Company, the
assets, irrespective of whether they shall consist of capital assets or
accumulated earnings, shall be distributed as follows: All holders of
Preferred Stock shall be entitled to be paid in full both the par
amount of their shares and an amount equal to the unpaid dividends
accumulated and accrued thereon and, in the case of the 9 1/4%
Preferred Stock, the 9 1/2% Preferred Stock and the 13% Preferred
Stock, if such liquidation or dissolution is voluntary, an amount equal
to the premium specified in Section 6(a) below, before any amount shall
be paid to the holders of the Common Stock, and in case the assets
shall not be sufficient to pay in full all of the Preferred Stock and
dividends accumulated and accrued thereon, and applicable premium, then
the principal thereof shall first be paid pro rata, thereafter a pro
rata distribution of any excess shall be made on account of the
accumulated dividends, based on the total amount of unpaid dividends
accumulated and accrued thereon, and thereafter a pro rata distribution
of any excess shall be made on account of applicable premium, based on
the total amount of applicable premium, but after such payment to the
holders of the Preferred Stock, the remaining assets and funds shall be
paid to the holders of the Common Stock, according to their respective
shares."
(f) Article XI, Section 6 is hereby amended by deleting the same and
substituting therefor the following:
"Section 6. (a) The 7% Preferred Stock shall bear dividends at the rate
of 7% per annum and shall not be redeemable. The 4% Preferred Stock,
Series A, shall bear dividends at the rate of 4% per annum and shall be
redeemable at 112% if called on or prior to October 1, 1950; at 111%
thereafter through October 1, 1951; and after October 1, 1951 at 110%,
plus accrued dividends in every case. The 4 1/4% Preferred Stock shall
bear dividends at the rate of 4 1/4% per annum and shall be redeemable
at 102% if called on or prior to April 1, 1954; at 101% thereafter
through April 1, 1959; and after April 1, 1959 at 100%, plus accrued
dividends in every case. The 9 1/4% Preferred Stock shall bear
dividends at the rate of 9 1/4% per annum and shall be redeemable at
the option of the Company as follows:
At 109.25% if called on or prior to December 1, 1976;
at 108.63% thereafter through December 1, 1977;
at 108.01% thereafter through December 1, 1978;
at 107.39% thereafter through December 1, 1979;
at 106.77% thereafter through December 1, 1980;
at 106.15% thereafter through December 1, 1981;
at 105.53% thereafter through December 1, 1982;
at 104.91% thereafter through December 1, 1983;
at 104.29% thereafter through December 1, 1984;
at 103.67% thereafter through December 1, 1985;
at 103.05% thereafter through December 1, 1986;
at 102.43% thereafter through December 1, 1987;
at 101.81% thereafter through December 1, 1988;
at 101.19% thereafter through December 1, 1989;
at 100.57% thereafter through December 1, 1990;
and after December 1, 1990 at 100% plus
accrued dividends in every case;
provided however, that except as provided in Section 6(b) below, the
Company may not redeem any of the 9 1/4% Preferred Stock prior to
December 1, 1986, as a part of, or in anticipation of, any refunding
operation involving the application, directly or indirectly, of money
borrowed by the Company having an interest cost (calculated in
accordance with generally accepted financial practice), or through the
issuance of Preferred Stock ranking equally with or prior to the 9 1/4%
Preferred Stock having a dividend cost (calculated as aforesaid) of
less than 9 1/4% per annum. The 9 1/2% Preferred Stock shall bear
dividends at the rate of 9 1/2% per annum and shall be redeemable at
the option of the Company as follows:
At 109.5% if called on or prior to August 1, 1980;
at 109.0% if called on or prior to August 1, 1981;
at 108.5% if called on or prior to August 1, 1982;
at 108.0% if called on or prior to August 1, 1983;
at 107.5% if called on or prior to August 1, 1984;
at 107.0% if called on or prior to August 1, 1985;
at 106.5% if called on or prior to August 1, 1986;
at 106.0% if called on or prior to August 1, 1987;
at 105.5% if called on or prior to August 1, 1888;
at 105.0% if called on or prior to August 1, 1989;
at 104.5% if called on or prior to August 1, 1990;
at 104.0% if called on or prior to August 1, 1991;
at 103.5% if called on or prior to August 1, 1992;
at 103.0% if called on or prior to August 1, 1993;
at 102.5% if called on or prior to August 1, 1994;
at 102.0% if called on or prior to August 1, 1995;
at 101.5% if called on or prior to August 1, 1996;
at 101.0% if called on or prior to August 1, 1997;
at 100.5% if called on or prior to August 1, 1998;
and after August 1, 1988 at 100%,
plus accrued dividends in every case;
provided, however, that except as provided in Section 6(b) below, the
Company may not redeem any of the 9 1/2% Preferred Stock prior to
August 1, 1989; as a part of, or in anticipation of, any refunding
operation involving the application, directly or indirectly, of money
borrowed by the Company having an interest cost (calculated in
accordance with generally accepted financial practice), or through the
issuance of Preferred Stock having a dividend cost (calculated as
aforesaid) of less than 9 1/2% per annum. The 13% Preferred Stock shall
bear dividends at the rate of 13% per annum and shall be redeemable at
the option of the Company as follows:
At 113.00% if called on or prior to January 31, 1984;
at 112.46% if called on or prior to January 31, 1985;
at 111.92% if called on or prior to January 31, 1986;
at 111.38% if called on or prior to January 31, 1987;
at 110.83% if called on or prior to January 31, 1988;
at 110.29% if called on or prior to January 31, 1989;
at 109.75% if called on or prior to January 31, 1990;
at 109.21% if called on or prior to January 31, 1991;
at 108.67% if called on or prior to January 31, 1992;
at 108.13% if called on or prior to January 31, 1993;
at 107.58% if called on or prior to January 31, 1994;
at 107.04% if called on or prior to January 31, 1995;
at 106.50% if called on or prior to January 31, 1996;
at 105.96% if called on or prior to January 31, 1997;
at 105.42% if called on or prior to January 31, 1998;
at 104.88% if called on or prior to January 31, 1999;
at 104.33% if called on or prior to January 31, 2000;
at 103.79% if called on or prior to January 31, 2001;
at 103.25% if called on or prior to January 31, 2002;
at 102.71% if called on or prior to January 31, 2003;
at 102.17% if called on or prior to January 31, 2004;
at 101.63% if called on or prior to January 31, 2005;
at 101.08% if called on or prior to January 31, 2006;
at 100.54% if called on or prior to January 31, 2007;
and after January 31, 2007 at 100%,
plus accrued dividends in every case;
provided, however, that except as provided in Section 6(b) below, the
Company may not redeem any of the 13% Preferred Stock prior to January
31, 1993, as a part of, or in anticipation of, any refunding operation
involving the application, directly or indirectly, of money borrowed by
the Company having an interest cost (calculated in accordance with
generally accepted financial practice), or through the issuance of
Preferred Stock having a dividend cost (calculated as aforesaid) of
less than 13% per annum. Preferred Stock, which is the subject of
redemption, may be called in whole or in part upon any dividend date by
appropriate resolution adopted by the Board of Directors at any regular
or special meeting upon 60 days' notice to owners thereof of record to
be given by mailing copies of the notice of redemption, postage
prepaid, addressed to such owners at their addresses as shown on the
books of the Company. If less than all of the outstanding shares of any
class or series of Preferred Stock shall be redeemed at any time, the
stock to be so redeemed shall be determined by lot, in such manner as
the Board of Directors may determine and prescribe, except that the
shares of the 9 1/4% Preferred Stock, the 9 1/2% Preferred Stock and
the 13% Preferred Stock to be redeemed may be determined by lot or pro
rata or in such other manner as the Board of Directors may determine
and prescribe.
"(b) The 9 1/4% Preferred Stock, the 9 1/2% Preferred Stock and the 13%
Preferred Stock shall also be subject to redemption through the
operation of sinking funds (herein collectively called the Sinking
Funds and individually called the 9 1/4% Preferred Stock Sinking Fund,
the 9 1/2% Preferred Stock Sinking Fund or the 13% Preferred Stock
Sinking Fund) at the redemption price (the Sinking Fund Redemption
Price) of $100 per share plus an amount equal to the dividends accrued
and unpaid thereon to the redemption date, whether or not earned or
declared. For the purposes of the Sinking Funds, out of any net assets
of the Company legally available therefor remaining after full
cumulative dividends upon all Preferred Stock then outstanding to the
end of the current dividend period therefor shall have been paid or
declared and set apart for payment, the Company shall set aside in cash
annually (1) on December 1 in each year commending with December 1,
1982, an amount sufficient to redeem, at the Sinking Fund Redemption
Price, 1000 shares of the 9 1/4% Preferred Stock, (2) on August 1 in
each year commencing with August 1, 1985, an amount sufficient to
redeem, at the Sinking Fund Redemption Price, 2000 shares of the 9 1/2%
Preferred Stock, and (3) on January 31 in each year commencing with
January 31, 1989, an amount sufficient to redeem, at the Sinking Fund
Redemption Price, 2500 shares of the 13% Preferred Stock. The Sinking
Funds shall be cumulative so that if on any such December 1, August 1
or January 31, as the case may be, the net assets of the Company
legally available therefor shall be insufficient to permit any such
amount to be set aside in full, or if for any other reason such amount
shall not have been set aside in full, the amount of the deficiency
shall be set aside, but without interest, before any dividend shall be
paid or declared, or any distribution made, on any junior shares or any
junior shares shall be purchased, redeemed, or otherwise acquired by
the Company, or any monies shall be paid to or set aside or made
available for a sinking fund for the purchase or redemption of any
junior shares. Notwithstanding the foregoing, except as provided in
paragraph (c) of Section 7, the Company may at any time (1) pay
dividends in junior shares or (2) purchase, redeem or otherwise acquire
junior shares in exchange for, or out of the net cash proceeds from the
concurrent sale of, other junior shares. As used herein the term
"junior shares" shall mean Common Stock or any other shares ranking
junior to the 9 1/4% Preferred Stock, the 9 1/2% Preferred Stock or the
13% Preferred Stock, as the case may be, either as to dividends or upon
liquidation, dissolution or winding up. Monies in the Sinking Funds
shall be applied (and disbursed) on such December 1, August 1 and
January 31, to the redemption of shares of the 9 1/4% Preferred Stock,
the 9 1/2% Preferred Stock and the 13% Preferred Stock, respectively.
The Company shall, prior to each such Sinking Fund redemption, give
notice of redemption of such number of shares of the 9 1/4% Preferred
Stock, the 9 1/2% Preferred Stock and the 13% Preferred Stock as may be
required to satisfy the Sinking Funds.
"(c) In addition, the Company shall have the right, at its option, to
redeem at the Sinking Fund Redemption Price (1) on December 1, 1982 and
on any December 1 thereafter an additional number of shares of the 9
1/4% Preferred Stock up to but not exceeding 1000 shares, and (2) on
August 1, 1985, and on any August 1 thereafter an additional number of
shares of the 9 1/2% Preferred Stock up to but not exceeding 2000
shares, provided, however, that the aggregate number of shares of the 9
1/2% Preferred Stock which may be redeemed pursuant to this Section
6(c)(2) may not exceed 9000 shares. These rights shall not be
cumulative and shall be lost to the extent not exercised. Any
redemption of shares of the 9 1/4% Preferred Stock or the 9 1/2%
Preferred Stock pursuant to this Section 6(c) shall not operate to
reduce the number of shares which the Company is obligated to redeem
pursuant to Section 6(b).
"(d) Furthermore (1) the Company shall have the right, at its option,
to redeem at the Sinking Fund Redemption Price on January 31, 1989, and
on each January 31 thereafter, an additional number of shares of the
13% Preferred Stock up to but not exceeding 2500 shares, such right to
be non-cumulative so that if in any year such right is not exercised,
it shall be forfeited, and (2) the purchasers of the 13% Preferred
Stock named in the Purchase Agreement dated as of January 20, 1983
between the Company and such purchasers shall have the right, at their
option, to cause the Company to redeem at the Sinking Fund Redemption
Price on January 31, 1989 and on any January 31 thereafter an
additional number of shares of the 13% Preferred Stock up to but not
exceeding 2500 shares, in aggregate amount from all such purchasers,
per year, such right to be non-cumulative so that if in any year such
right is not exercised, it shall be forfeited. Requests for redemption
pursuant to this Section 6(d)(2) shall be filed with the Company no
later than 15 days prior to the applicable redemption date. In the
event such requests aggregate more than 2500 shares, the Company shall
allocate the amount so those requesting such redemption shall agree.
Any redemption of shares of the 13% Preferred Stock pursuant to this
Section 6(d) shall not operate to reduce the number of shares which the
Company is obligated to redeem pursuant to Section 6(b)."
(g) Sections 7, 8, 9, 10 and 11 of Article XI are hereby renumbered
Sections 8, 9, 10, 11 and 12, and a new Section 7 is hereby adopted as follows:
"Section 7. Notwithstanding any provision to the contrary herein, so
long as there remain outstanding any shares of the 13% Preferred Stock,
the following provisions shall apply:
(a) Without the prior written consent of the holders of a
majority of the shares of the 13% Preferred Stock ("Consent"),
the Board of Directors will not authorize and the Company will
not issue any shares of preferred stock (either of the same
class or series or of a different class or series) with
preferences or rights superior or prior to the 13% Preferred
Stock in the payment of dividends, the distribution of assets
in liquidation, or the application of funds available for
mandatory sinking fund payments.
(b) Without Consent, the Company shall not, at any time at
which it is delinquent (1) in the full payment of dividends
due and payable on the 13% Preferred Stock, (2) in the payment
in full of any sinking fund installment with respect to the
13% Preferred Stock, or (3) in the making of any mandatory
redemption or repurchase of the 13% Preferred Stock, issue any
shares of Preferred Stock of the Company.
(c) Without Consent, the Company shall not declare or pay a
dividend on or voluntarily redeem or repurchase shares of
Common Stock of the Company or any class or series of capital
stock of the Company that is junior to the 13% Preferred
Stock, either as to dividends or upon liquidation, dissolution
or winding up, unless and until the Company has (1) paid in
full the dividends accrued on and sinking fund payments with
respect to the 13% Preferred Stock, and (2) made all
redemptions which it is required to have made through the
applicable dates.
(d) The Company shall not voluntarily redeem, including a
voluntary redemption of shares under the provisions of Section
6(c) hereto, or repurchase any shares of outstanding preferred
stock of the Company, unless and until the Company has paid in
full the dividends accrued and sinking fund payments due with
respect to the 13% Preferred Stock.
(e) The Board of Directors may declare dividends upon the
Common Stock only if the dividends upon the 13% Preferred
Stock, with all accumulations, shall have been paid in full."
FURTHER RESOLVED that any and all requirements of prior notice of proposed
amendments or alterations of the By-Laws, including the notice requirements
contained in Article XII, Section 2 of the By-Laws, are hereby waived, and that
the foregoing amendments to the By-Laws are adopted effective as of the date
hereof without further action of the Board of Directors; and
FURTHER RESOLVED that the appropriate officers of the Company and each of
them be and they hereby are authorized and directed to prepare, execute and file
with the Secretary of State of the State of Maine, a Statement of Resolution
Establishing Series of Shares in accordance with 13-A M.R.S.A. 503 incorporating
the relative rights and preferences of the 13% Preferred Stock set forth in
Article XI if the By-Laws of the Company as hereinbefore amended and including
such other information as may be required by applicable law, rule or regulation;
and
FURTHER RESOLVED that the form of proposed agreement (draft of January 5,
1983) presented to the Board of Directors for the sale of the 13% Preferred
Stock to the purchasers named therein is hereby approved; that the Chairman of
the Board, the President, or any Vice President of the Company or any of them be
and each of them is hereby authorized to execute the same in substantially the
form presented as aforesaid with such changes as the officer executing the same
may approve acting under the advice of counsel for the Company, and that the
execution and delivery of said agreement shall be conclusive evidence of such
approval; and
FURTHER RESOLVED that all the powers and duties of Northeast Bank & Trust
Co., as Transfer Agent for the shares of Preferred Stock of the Company (the
"Transfer Agent"), and all the powers and duties of The Merrill Trust Company,
as Registrar of the shares of Preferred Stock of the Company, (the "Registrar"),
are hereby extended upon the same terms and conditions to cover the transfer and
registration, respectively, of the 13% Preferred Stock; and that the proper
officers of the Company be, and each of them hereby is, authorized and directed
to give the Transfer Agent and Registrar, as the case may be, such instructions
as may be appropriate to effect the issuance and sale of the 13% Preferred
Stock; and
FURTHER RESOLVED that the Chairman of the Board, the President or any Vice
President of the Company or any of them be and each of them hereby is authorized
in the name of and on behalf of the Company to pay to the Transfer Agent and
Registrar all proper fees and charges arising out of or in connection with the
performance by the same of their respective duties in connection with the
Shares, and to pay any and all expenses and fees arising in connection with the
issuance and sale of the 13% Preferred Stock; and
FURTHER RESOLVED that the appropriate officers of the Company and each of
them be and they hereby are authorized and directed to make, sign, execute,
verify, acknowledge and deliver, or cause to be made, signed, execute, verified,
acknowledged and delivered, any and all of such orders, certificates,
directions, requests and other appropriate instruments and to do all such acts
and things as may be reasonably required from time to time hereafter to give
effect to the foregoing votes, or any of them, or to otherwise effect the
issuance and sale of the 13% Preferred Stock.
A true copy.
Attest: \ss\ Robert S. Briggs
STATE OF MAINE
File No. 240001D ARTICLES OF AMENDMENT MAINE
Fee Paid $9,375. &$10 (Amendment by Shareholders SECRETARY
C.B. 929 Voting as Separate Class OF STATE
Date: 5-2-83 of FILED
Bangor Hydro-Electric Company May 2, 1983
a Quasi-Public Corporation Agent
Pursuant to 13-A MRSA 805 and 807, the undersigned corporation adopts these
Articles of Amendment.
FIRST: As set out in detail in "THIRD", one or more classes of shares of the
corporation were entitled to vote on the following amendment as a separate
class.
SECOND: The amendment to the Articles of Incorporation of the corporation set
out in Exhibit A attached hereto was adopted by the shareholders thereof at a
meeting legally called and held on April 26, 1983.
THIRD: On said date, the number of shares of each class outstanding and entitled
to vote on such amendment (whether or not entitled to vote as a separate class),
the manner in which each such class was entitled to vote (whether or not as a
separate class) and the number of shares voted for and against said amendment,
respectively, were as follows:
Designation of Manner No. of Shares
Each Class in Which Outstanding
However Entitled Entitled and Entitled Voted Voted
to Vote to Vote to Vote For Against
--------------------------------------------------------------------------------
Common Stock as a separate 3,441,101 2,028,290 98,603
$5 par value class
Preferred Stock general 47,340 26,749 1,038
--------- --------- ------
Totals of all Classes 3,488,441 2,055,039 99,641
========= ========= ======
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares the manner in which the same shall be effected is
contained in Exhibit B attached hereto, if it is not set forth in the amendment
itself.
*FIFTH: If such amendment effects a change in the number or par values of
authorized shares the number of shares which the corporation has authority to
issue after giving effect to such amendment, is as follows:
Series Number Par Value
Class (If Any) of Shares (if any)
--------------------------------------------------------------------------------
Common Stock N/A 7,500,000 $5
Preferred Stock As determined by 250,000 $100
$00 par value Board of Directors
The aggregate par value of all such shares (of all classes and series ) having
par value is $62,500,000.
The total number of all such shares (of all classes and series) without par
value is -0- shares.
SIXTH: The address of the registered office of the corporation in the State of
Maine is 33 State Street, PO Box 932, Bangor, Maine 04401.
Dated: April 29, 1983
Legibly print or Bangor Hydro-Electric Company
type name and (name of corporation)
capacity of all By \ss\ Robert S. Briggs
signers Robert S. Briggs, Clerk
I certify that I have custody of the minutes showing the above action by the
shareholders.
\ss\ Robert S. Briggs
Robert S. Briggs, Clerk
EXHIBIT A.
RESOLVED that the Articles of Incorporation of the Company, as amended to date,
be further amended to increase the Company's authorized capital stock by
$12,500,000, such increase to be represented by 2,500,000 shares of Common Stock
of the par value of $5 each, so that the total amount of authorized capital
stock of the Company will be $62,500,000 represented by 250,000 shares of
Preferred Stock of the par value of $100 each and 7,500,000 shares of Common
Stock of the par value of $5 each.
NOTE: Shares may be entitled to vote as a separate class for any of the
reasons stated in 806, or if so provided in the Articles. For vote
necessary for adoption, see 805.
------------------------------------
* To be completed only if Exhibit A or B do not give this required
information.
** The name of the corporation should be typed, and the
document must be signed by (1) Clerk or (2) by the
President of a vice-president and by the Secretary or an
assistant secretary or such other officer as the bylaws may
designate as a second certifying officer or (3) if there
are no such officers, then by a majority of the Directors
or by such Directors as may be designated by majority of
directors then in office or (4) if there are not such
Directors, then by the holders, or such of them as may be
designated by the holders, of record of a majority of all
outstanding shares entitled to vote thereon or (5) by the
holders of all of the outstanding shares of the
corporation.
FORM NO. MBCA-9A
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 240001D CHANGE OF CLERK of SECRETARY OF STATE
Fee Paid $5.00 REGISTERED OFFICE or BOTH FILED
C.B. --- OF July 19, 1985
Date: 8-6-85 BANGOR HYDRO-ELECTRIC COMPANY Agent
Pursuant to 13-A MRSA 304, the undersigned corporation advises you of the
following change(s):
FIRST: The name and registered office of the Clerk appearing on the record
in Secretary of State's office: Robert S. Briggs, Esq., 33 State Street, PO Box
932, Bangor, Maine 04401.
SECOND: The name and registered office of its successor (new Clerk)* are
Frederick S. Samp, Esq., 33 State Street, PO Box 932, Bangor, Maine 04401.
THIRD: Upon a change in Clerk this must be completed:
(X) Such change was authorized by the Board of Directors
and the power to make such change is not reserved to
the shareholders by the articles or the bylaws.
( ) Such change was authorized by the shareholders.
Dated: July 17, 1985
Legibly print or Bangor Hydro-Electric Company
type name and
capacity of all By \ss\ Frederick S. Samp
signers Frederick S. Samp, Clerk
13-A MRSA 104
---------------------------------
* The Clerk of a domestic corporation must be a person resident in Maine.
** The name of the corporation should be typed, and the document must be
signed by (1) the Clerk or (2) by the President of a vice-president and
by the Secretary or an assistant secretary or such other officer as the
by-laws may designate as a second certifying officer or (3) if there
are no such officers, then by a majority of Directors then in office or
(4) if there are no such Directors, then by the holders, or such of
them as may be designated by the holders, of record of a majority of
all outstanding shares entitled to vote thereon or (5) by the holders
of all of the outstanding shares of the corporation.
FORM NO. MBCA-7 - Rev. 77
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 240001D ARTICLES OF AMENDMENT SECRETARY OF STATE
Fee Paid $10.00 (Amendment by Share- FILED
C.B. ----- holders Voting as May 23, 1986
Date: 6-6-86 One Class) Agent
OF BANGOR HYDRO-
ELECTRIC COMPANY
a Quasi-Public Corporation
which is engaged in selling of Electricity
Pursuant to 13-A MRSA 805 and 807, the undersigned corporation adopts these
Articles of Amendment.
FIRST: All outstanding shares of the corporation were entitled to vote on
the following amendment as one class.
SECOND: The amendment to the Articles of Incorporation of the corporation
set out in Exhibit A attached hereto was adopted by the shareholders thereof at
a meeting legally called and held on May 21, 1986.
THIRD: On said date, the number of shares outstanding and entitled to vote
on such amendment, and the number of shares voted for and against said
amendment, respectively, were as follows:
Number of Shares Outstanding Voted Voted
and Entitled to Vote For Against
---------------------------- ------------- ---------
Common Stock 4,450,684 2,711,364 849,024
$5 par value
Preferred Stock 47,340 35,635 553
----------- --------- -------
Totals 4,498,024 2,746,999 839,577
========== ========== =========
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares, the manner in which the same shall be effected is
contained in Exhibit B attached hereto, if it is not set forth in the amendment
itself.
*FIFTH: If such amendment effects a change in the number or par values of
authorized shares the number of shares which the corporation has authority to
issue after giving effect to such amendment is as follows:
Series Number Par Value
Class (If any) of Shares (If any)
----- -------- --------- ---------
N/A
The aggregate par value of all such shares (of all classes and series)
having par value is N/A.
The total number of all such shares (of all classes and series) without par
value is N/A shares.
SIXTH: The address of the registered office of the corporation in the State
of Maine is 33 State Street, PO Box 932, Bangor, Maine 04401.
Dated: May 22, 1986
Legibly print or Bangor Hydro-Electric Company
type name and (name of corporation)
capacity of all By \ss\ Frederick S. Samp
signers Frederick S. Samp, Clerk
13-A MRSA 104.
I certify that I have custody of the minutes showing the above action by the
shareholders.
\ss\ Frederick S. Samp
Frederick S. Samp, Clerk
NOTE: This form should not be used if any class of shares entitled to vote
as a separate class for any of the reasons set out in 806, or because
the articles so provide. For vote necessary for adoption see 805.
------------------------------------
* To be completed only if Exhibit A or B do not give this required
information.
** The name of the corporation should be typed, and the document must be
signed by (1) Clerk or (2) by the President of a vice-president and by
the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are
no such officers, then by a majority of the Directors or by such
Directors as may be designated by majority of Directors then in office
or (4) if there are not such Directors, then by the holders, or such of
them as may be designated by the holders, of record of a majority of
all outstanding shares entitled to vote thereon or (5) by the holders
of all of the outstanding shares of the corporation.
FORM NO. MBCA-9A
EXHIBIT A
BANGOR HYDRO-ELECTRIC COMPANY
AMENDMENTS TO ARTICLES OF INCORPORATION
ADOPTED AT THE ANNUAL MEETING OF STOCKHOLDERS
ON MAY 21, 1986
ARTICLE I.
BOARD OF DIRECTORS
A. The business and affairs of the Company shall be managed by a Board of
Directors consisting of not less than nine nor more than fifteen persons. The
exact number of Directors within the limitations specified in the preceding
sentence shall be fixed from time to time by the Board of Directors pursuant to
a resolution adopted by a majority of the Continuing Directors (hereinafter
defined). Until otherwise fixed by the Board of Directors pursuant to the
preceding sentence, the number of Directors shall be nine. The Directors need
not be elected by ballot unless required by the By-Laws of the Company.
The Board of Directors shall be divided into three classes as nearly equal
in number as may be. The initial term of office of each Director in the first
class shall expire at the annual meeting of shareholders in 1987; the initial
term of office of each Director in the second class shall expire at the annual
meeting of shareholders in 1988; and the initial term of office of each Director
in the third class shall expire at the annual meeting of shareholders in 1989.
At each annual election commencing at the annual meeting of shareholders in
1987, the successors to the class of Directors whose term expires at that time
shall be elected to hold office for a term of three years to succeed those whose
term expires, so that the term of one class of Directors shall expire each year.
Each Director shall hold office for the term for which he is elected or
appointed and until his successor shall be elected and qualified or until his
death, or until he shall resign or be removed.
In the event of any increase or decrease in the authorized number of
Directors, (i) each Director then serving as such shall nevertheless continue as
a director of the class of which he is a member until the expiration of his
current term, or his earlier resignation, removal from office or death, and (ii)
the newly created or eliminated directorships resulting from such increase or
decrease shall be apportioned by the Board of Directors among the three classes
of Directors so as to maintain such classes as nearly equal in number as may be.
B. Newly created directorships resulting from any increase in the
authorized number of Directors or any vacancies on the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause shall be filled by a majority vote of the Continuing
Directors then in office, or a sole remaining Director, although less than a
quorum, and Directors so chosen shall hold office for a term expiring at the
annual meeting of shareholders at which the term of the class to which they have
been elected expires. If one or more Directors shall resign from the Board
effective as of a future date, such vacancy or vacancies shall be filled
pursuant to the provisions hereof, and such new directorship(s) shall become
effective when such resignation or resignations shall become effective, and each
Director so chosen shall hold office as herein provided in the filling of other
vacancies.
C. Any Director or the entire Board of Directors may be removed; however,
unless such removal is for cause and is approved as set forth in this Section,
the affirmative vote of not less than 80% of the voting power of the shares
entitled to vote thereon shall be required to effect such removal. Except as may
otherwise be provided by law, cause for removal shall be construed to exist only
if:
1. the Director whose removal is proposed has been convicted, or where
a Director was granted immunity to testify where another has been
convicted, of a felony by a court of competent jurisdiction and such
conviction is no longer subject to direct appeal;
2. such Director has been grossly negligent in the performance of his
duties to the Company; or
3. such Director has been adjudicated by a court of competent
jurisdiction to be mentally incompetent, which mental incompetency directly
affects his ability as a Director of the Company, and such adjudication is
no longer subject to direct appeal.
Removal for cause, as cause is defined above, must be approved by at least
a two-thirds vote of the voting power of the shares of the Company then entitled
to be voted at an election for that Director, and the action for removal must be
brought within three months of such conviction or adjudication.
Notwithstanding the foregoing, and except as otherwise provided by law, in
the event that Preferred Stock of the Company is issued and holders of any one
or more series of such Preferred Stock are entitled, voting separately as a
class, to elect one or more Directors of the Company to serve for such terms as
set forth in the Articles of Incorporation, the provisions of this Section shall
also apply, in respect to the removal of the Director or Directors so elected,
to the vote of the holders of the outstanding shares of that class and not to
the vote of the outstanding shares as a whole.
D. Notwithstanding the foregoing, and except as otherwise provided by law,
in the event that the holders (the "Preferred Stock Class") of one or more
series of the Preferred Stock of the Company shall be entitled to elect one or
more Directors of the Company ("Preferred Stock Directors") to serve for such
terms as set forth in the Articles of Incorporation, the manner of election of
the Board of Directors shall be unaffected, except to the extent herein
provided. For each Preferred Stock Director which shall be elected the Board of
Directors shall select from its members one Director (a "Displaced Director")
who shall, for so long as the Preferred Stock Director shall remain a Preferred
Stock Director, be deemed to have temporarily vacated his or her office as a
Director of the Company. The Continuing Directors, by majority vote, shall
designate the member or members who shall be Displaced Directors. Such Displaced
Directors shall be designated initially from those Directors who are not
Continuing Directors, and subsequently, if there shall not have been a
sufficient number of Directors who are not Continuing Directors, the balance of
the Displaced Directors shall be selected from those Directors who are
Continuing Directors.
ARTICLE II
MERGERS AND CERTAIN OTHER BUSINESS COMBINATIONS.
A. Unless the Business Combination (as hereinafter defined) shall have been
approved by a majority vote of the Continuing Directors (as hereinafter defined)
(whether such approval is made prior to or subsequent to the acquisition of
beneficial ownership of the Voting Stock that caused the Related Person (as
hereinafter defined) to become a Related Person, then, in addition to any
affirmative vote required by law or the Articles of Incorporation or the By-Laws
of the Company, a Business Combination shall require the affirmative vote of not
less than eighty percent (80%) of the votes entitled to be cast by the holders
of all of the then outstanding shares of Voting Stock (as hereinafter defined),
voting together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage or separate class vote may be specified, by law or in any agreement
with any national securities exchange or otherwise.
B. In addition to the voting requirements set forth in Section A of this
Article II, unless the Business Combination shall have been approved by a
majority of the Continuing Directors, a Business Combination shall require that
all of the following conditions be met with respect to every class or series of
outstanding Capital Stock (as hereinafter defined), whether or not the Related
Person has previously acquired beneficial ownership of any shares of a
particular class or series of Capital Stock:
1. The aggregate amount of cash and the Fair Market Value (as hereinafter
defined), as of the date of the consummation of the Business Combination, of
consideration other than cash to be received per share by the holders of Common
Stock in such Business Combination shall be at least equal to the highest amount
determined under clauses (a), (b), (c) and (d) below:
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
or on behalf of the Related Person for any share of Common Stock in
connection with the acquisition by the Related Person of beneficial
ownership of any of its holdings of Common Stock, as adjusted for any
subsequent stock split, stock dividend, subdivision or reclassification
with respect to Common Stock;
(b) the Fair Market Value per share of Common Stock on the date of the
first public announcement of the proposed Business Combination (the
"Announcement Date") or on the date on which the Related Person became a
Related Person (the "Determination Date"), whichever is higher, as adjusted
for any subsequent stock split, stock dividend, subdivision or
reclassification with respect to Common Stock;
(c) (if applicable) the price per share equal to the Fair Market Value
per share of Common Stock determined pursuant to the immediately preceding
clause (b), multiplied by the ratio of (x) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting
dealers' fees) paid by or on behalf of the Related Person for any share of
Common Stock in connection with the acquisition by the Related Person of
beneficial ownership of any of its holdings of Common Stock, as adjusted
for any subsequent stock split, stock dividend, subdivision or
reclassification with respect to Common Stock to (y) the Fair Market Value
per share of Common Stock immediately prior to the initial acquisition of
any share of Common Stock by such Related Person (as determined by a
majority of the Continuing Directors), as adjusted for any subsequent stock
split, subdivision or reclassification with respect to Common Stock; and
(d) the Company's net income per share of Common Stock for the four
full consecutive fiscal quarters immediately preceding the Announcement
Date, multiplied by the higher of the then price/earnings multiple (if any)
of such Related Person or the highest price/earnings multiple of the
Company within the two-year period immediately preceding the Announcement
Date (such price/earnings multiples being determined as customarily
computed and reported in the financial community).
2. The aggregate amount of cash and Fair Market Value, as of the date of
the date of the consummation of the Business Combination, of consideration other
than cash to be received per share by holders of shares of any class or series
of outstanding Capital Stock, shall be at least equal to the highest amount
determined under clauses (a), (b), (c) and (d) below:
(a) (if applicable) the highest per share price (including any
brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
or on behalf of the Related Person for any share of Capital Stock in
connection with the acquisition by the Related Person of beneficial
ownership of any of its holdings of such class of Capital Stock, as
adjusted for any subsequent stock split, stock dividend, subdivision or
reclassification with respect to such class or series of Capital Stock;
(b) the Fair Market Value per share of such class or series of Capital
Stock on the Announcement Date or on the Determination Date, whichever is
higher, as adjusted for any subsequent stock split, stock dividend,
subdivision or reclassification with respect to such class or series of
Capital Stock;
(c) (if applicable) the price per share equal to the Fair Market Value
per share of such class or series of Capital Stock determined pursuant to
the immediately preceding clause (b), multiplied by the ratio of (x) the
highest per share price (including any brokerage commissions, transfer
taxes and soliciting dealers' fees) paid by or on behalf of the Related
Person for any share of such class or series of Capital Stock in connection
with the acquisition by the Related Person of beneficial ownership of any
of its holdings of such class or series of Capital Stock, as adjusted for
any subsequent stock split, stock dividend, subdivision or reclassification
with respect to such class or series of Capital Stock to (y) the Fair
Market Value per share of such class or series of Capital Stock immediately
prior to the initial acquisition of any share of such class or series of
Capital Stock (as determined by a majority of the Continuing Directors), as
adjusted for any subsequent stock split, stock dividend, subdivision or
reclassification with respect to such class or series of Capital Stock; and
(d) (if applicable) the highest preferential amount per share to which
the holders of shares of such class or series of Capital Stock would be
entitled in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company regardless of
whether the Business Combination to be consummated constitutes such an
event.
3. The consideration to be received by the holders of each particular class
or series of outstanding Capital Stock of the Company in a Business Combination
shall be (a) in cash or (b) if the shares of any particular class or series of
the Capital Stock of the Company beneficially owned by the Related Person shall
have been acquired for a consideration in a form other than cash, in the same
form and of the same kind as the consideration used to acquire the largest
number of shares of such class or series previously acquired and beneficially
owned by he Related Person.
4. After the Determination Date and prior to the consummation of such
Business Combination:
(a) except as approved by a majority of the Continuing Directors,
there shall have been no failure to declare and pay at the regular date
therefor any full quarterly dividends (whether or not cumulative) payable
in accordance with the terms of any outstanding Capital Stock;
(b) there shall have been no reduction in the annual rate of dividends
paid on the Common Stock (except as necessary to reflect any stock split,
stock dividend or subdivision of the Common Stock), except as approved by a
majority of the continuing Directors;
(c) there shall have been an increase in the annual rate of dividends
paid on the Common Stock as necessary to reflect any reclassification
(including any reverse stock split), recapitalization, reorganization or
any similar transaction that has the effect of reducing the number of
outstanding shares of Common Stock, unless the failure so to increase such
annual rate is approved by a majority of the Continuing Directors:
(d) such Related Person shall not have become the beneficial owner of
any additional shares of Capital Stock except as part of the transaction
that results in such Related Person becoming a Related Person and except in
a transaction that would not result in any increase in the Related Person's
percentage of any class or series of Capital Stock; and
(e) the Related Person shall have taken steps to ensure that the
Company's Board of Directors included at all times representation by
Continuing Directors proportionate to the ratio that the Capital Stock
which from time to time are owned by persons other than the Related Person
bear to all Capital Stock outstanding at such respective times (with a
Continuing Director to occupy any resulting fractional Board position).
5. A proxy or information statement complying with the requirements of the
Securities Exchange Act of 934, as amended (the "Exchange Act"), or any
successor thereto, shall have been mailed to all shareholders of the Company at
least 45 days prior to the consummation of the Business Combination (whether or
not such proxy or information statement is required to be mailed pursuant to the
Exchange Act or subsequent provisions) unless such requirement for a proxy
statement is waived by a vote of a majority of the Continuing Directors. The
proxy statement shall contain:
(a) at the front thereof, in a prominent place any recommendations as
to the advisability (or inadvisability) of the Business Combination which
the Continuing Directors, or any of them, may have furnished in writing;
and
(b) if deemed advisable by a majority of the Continuing Directors, an
opinion of a reputable investment banking firm as to the fairness (or lack
of fairness) of the terms of such Business Combination, from the point of
view of the holders of the Company's Capital Stock other than any Related
Person (such investment banking firm to be selected by a majority of the
Continuing Directors, to be a firm which has not previously been associated
with or rendered services to or acted as manager of an underwriting or as
an agent for a Related Person, to be furnished with all information it
reasonably requests and to be paid a reasonable fee for its services by the
Company upon receipt by the Company of such opinion).
6. After such Related Person has acquired ownership of not less than 10% of
the outstanding shares of any class or series of Capital Stock of the Company
and prior to the consummation of such Business Combination, such Related Person
shall not have:
(a) received the benefit, directly or indirectly (except
proportionately as a shareholder) of any loans, advances, guarantees,
pledges or other financial assistance, or tax credits or other tax
advantages provided by the Company,
(b) made any material changes in the Company's business or equity
capital structure or entered into any contract, arrangement or
understanding with the Company except any change, contract, arrangement or
understanding as may have been approved by a majority of the Continuing
Directors, or
(c) used any asset of the Company as collateral, or compensating
balances, directly or indirectly, for any obligation of such related
Person.
C. As used in this Article II, the following definitions shall apply:
1. The terms "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Act as in effect on May 21, 1986
(the "Effective Date") (the term "registrant" in said Rule 12b-2 meaning in this
case the Company).
2. A person shall be a "beneficial owner" of any Capital Stock (a) which
such person or any of its Affiliates or Associates beneficially owns, directly
or indirectly (b) which such person or any of its Affiliates or Associates has,
directly or indirectly, (i) the right to acquire (whether such right is
exercisable immediately or subject only to the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of conversion
rights, exchange rights, warrants or option, or otherwise, or (ii) the right to
vote pursuant to any agreement, arrangement or understanding; or (c) which are
beneficially owned, directly or indirectly, by any other person with which such
person or any of its Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of any
shares of Capital Stock. For the purposes of determining whether a person is a
Related Person pursuant to Paragraph 8 of this Section C, the number of shares
of Capital Stock deemed to be outstanding shall include shares deemed
beneficially owned by such person through application of this Paragraph 2 of
Section C, but shall not include any other shares of Capital Stock that may be
issuable pursuant to any agreement, arrangement or understanding or upon
exercise of conversion rights, warrant or options, or otherwise.
3. The term "Business Combination" shall mean:
(a) any merger or consolidation or share exchange of the Company or
any Subsidiary (as hereinafter defined) with (i) any Related Person or (ii)
any other company (whether or not itself a Related Person) which is or
after such merger or consolidation would be an Affiliate (as such term is
hereinafter defined) or Associate (as such term is hereinafter defined) of
a Related Person, in each case irrespective of which corporation or company
is the surviving entity; or
(b) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition or security arrangement, investment loan, advance, guarantee,
agreement to purchase, agreement to pay, extension of credit, joint venture
participation or other arrangement (in one transaction or a series of
transactions) with, to or for the benefit of any Related Person or any
Affiliate or Associate of any Related Person involving any assets,
securities or commitments of the Company, any Subsidiary or any Related
Person or any Affiliate or Associate of any Related Person having an
Aggregate Fair Market Value and/or involving aggregate commitments of
$5,000,000 or more or constituting more than five percent of the book value
of the total assets (in the case of transactions involving assets or
commitments other than Capital Stock) or five percent of the shareholders'
equity (in the case of transactions in Capital Stock) of the entity in
question (the "Substantial Part"), as reflected in the most recent fiscal
year-end consolidated balance sheet of such entity existing at the time the
shareholders of the Company would be required to approve or authorize the
Business Combination involving the assets, securities and/or commitments
constituting any Substantial Part; or
(c) the issuance or transfer by the Company or any Subsidiary (in one
transaction or a series of related transactions) of any securities of the
Company or any Subsidiary to any Related Person or any Affiliate or
Associate thereof (other than an issuance or transfer of securities which
is effected on a pro rata basis to all shareholders of the Company); or
(d) the adoption of any plan or proposal for the liquidation or
dissolution of the Company proposed by or on behalf of, or voted for or
consented to by, a Related Person or Affiliate or Associate thereof; or
(e) any reclassification of securities (including any reverse stock
split) or recapitalization or reorganization of the Company, or any merger
or consolidation of the Company with any of its Subsidiaries or any other
transaction (whether or not with a Related Person or any Affiliate or
Associate thereof) that has the effect, directly or indirectly, of
increasing the proportionate share of any class or series of Capital Stock
or of any securities of a Subsidiary, or any securities convertible into
Capital Stock or into equity securities of any Subsidiary, that is
beneficially owned by any Related Person or any Affiliate or Associate of
any Related Person; or
(f) any other transaction or series of transactions that is similar in
purpose or effect to, or any agreement, contract or other arrangement
providing for any one or more of, the actions specified in the foregoing
clauses (a) through (e).
4. The term "Capital Stock" shall mean all capital stock of the Company
authorized to be issued from time to time under the Articles of Incorporation of
the Company, as such may be amended from time to time.
5. The term "Continuing Director" means any member of the Board of
Directors, while such person is a member of the Board of Directors, who is not
an Affiliate or Associate or representative of the Related Person and was a
member of the Board of Directors prior to the time that the Related Person
became a Related Person, and any successor of a Continuing Director, while such
successor is a member of the Board of Directors, who is not an Affiliate or
Associate or representative of the Related Person and is recommended or elected
to succeed the Continuing Director by a majority of Continuing Directors then in
office.
6. The term "Fair Market Value" means (a) in the case of cash, the amount
of such cash; (b) in the case of stock, the highest closing sale price during
the 30-day period immediately preceding the date in question of a share of such
stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if
such stock is not quoted on the Composite Tape, on the New York Stock Exchange,
or, if such stock is not listed on such Exchange, on the principal United States
securities exchange registered under the Act on which such stock is listed, or
if such stock is not listed on any such exchange, the highest closing bid
quotation with respect to a share of such stock during the 30-day period
preceding the date in question on the National Association of Securities
Dealers, Inc. Automated Quotations System or any similar system then in use, or
if no such quotations are available, the fair market value on the date in
question of a share of such stock as determined by a majority of the Continuing
Directors in good faith; and (c) in the case of property other than cash or
stock, the fair market value of such property on the date in question as
determined in good faith by a majority of the Continuing Directors.
7. The term "person" shall mean any individual, firm, company or other
entity and shall include any group comprised of any person and any other person
with whom such person or any Affiliate or Associate of such person has any
agreement, arrangement or understanding, directly or indirectly, for the purpose
of acquiring, holding voting or disposing of Capital Stock.
8. The term "Related Person" shall mean any person, or Associate or
Affiliate thereof (other than the Company or any Subsidiary and other than and
profit-sharing, employee stock ownership or other employee benefit plan of the
Company or any Subsidiary or any trustee of or fiduciary with respect to any
such plan when acting in such capacity) who (a) is the beneficial owner of (i)
ten percent (10%) or more of the then outstanding shares of any class of Voting
Stock or (ii) Voting Stock representing ten percent (10%) or more of the votes
entitled to be cast by the holders of all the then outstanding shares of Voting
Stock (any such ten percent (10%) ownership to be hereinafter referred to as a
"Ten Percent Interest"); or (b) is an Affiliate or Associate of the Company and
at any time within the five year period immediately prior to the date in
question was the beneficial owner of a Ten Percent Interest; or (c) is an
assignee of or has otherwise succeeded to any shares of Capital Stock which were
at any time within five years prior to the date in question beneficially owned
by any Related Person, and such assignment or succession shall have occurred in
the course of a transaction or series of transactions not involving a public
offering within the meaning of the Securities Act of 1933.
9. The term "Subsidiary" means any corporation of which a majority of any
class of equity security (as defined in Rule 3a11-1 under the Act as in effect
on the Effective Date) is beneficially owned by the Company; provided, however,
that for the purposes of the definition of Related Person set forth in Paragraph
8 of this Section C, the term "Subsidiary" shall mean only a corporation of
which a majority of each class of equity security is beneficially owned by the
Company.
10. The term "Voting Stock" shall mean all Capital Stock which by its term
may be voted on all matters submitted to shareholders of the Company generally.
11. In the event of any Business Combination in which the Company survives,
the phrase "consideration other than cash to be received" as used in Paragraphs
1 and 2 of Section B of this Article II shall include the shares of Common Stock
and/or the shares of any other class or series of Capital Stock retained by the
holders of such shares.
D. A majority of the Continuing Directors shall have the power and duty to
determine for the purposes of this Article II, on the basis of information known
to them after reasonable inquiry, (a) whether a person is a Related Person, (b)
the number of shares of Capital Stock or other securities beneficially owned by
any person, (c) whether a person is an Affiliate or Associate of another, (d)
whether the assets that are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of securities by the
Company or any Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $5,000,000 or more, (e) whether the assets or securities that
are the subject of any Business Combination constitute a Substantial part, (f)
whether a person has an agreement, arrangement or understanding with another as
to the matters referred to in Paragraph 6 of Section C of this Article II, and
(g) any other matters with respect to which a determination is required under
this Article II. Any such determination made in good faith shall be binding and
conclusive on all parties.
E. Nothing contained in this Article II shall be construed to relieve any
Related Person from any fiduciary obligation imposed by law.
F. The fact that any Business Combination complies with the provisions of
Section B of this Article II shall not be construed to impose any fiduciary
duty, obligation or responsibility on the Board of Directors, or any member
thereof, to approve such Business Combination or to recommend its adoption or
approval to the shareholders of the Company, nor shall such compliance limit,
prohibit or otherwise restrict in any manner the Board of Directors, or any
member thereof, with respect to evaluations or actions and responses taken with
respect to such Business Combination.
ARTICLE III
FACTORS TO BE CONSIDERED IN CONNECTION WITH
PROPOSALS FOR MERGERS AND CERTAIN OTHER BUSINESS COMBINATIONS
The Board of Directors, in evaluating any proposal by another party to (a)
make a tender or exchange offer for any securities of the Company, (b) effect
Business Combination (as defined in Article II), or (c) effect any other
transaction having an effect upon the properties, operations or control of the
Company similar to a tender or exchange offer or Business Combination, as the
case may be, whether by a Related Person (as defined in Article II) or
otherwise, may, in connection with the exercise of its judgment as to what is in
the best interests of the Company and its shareholders, give due consideration
to the following:
A. the consideration to be received by the Company or its shareholders
in connection with such transaction in relation not only to the then
current market price for the outstanding Capital Stock (as defined in
Article II) of the Company, but also to the market price for the Capital
Stock of the Company over a period of years, the estimated price that might
be achieved in a negotiated sale of the Company as a whole or in part
through orderly liquidation, the premiums over market price for the
securities of other corporations in similar transactions, current
political, economic and other factors bearing on securities prices and the
Company's financial condition, future prospects and future value as an
independent corporation;
B. the character, integrity and business philosophy of the other party
or parties to the transaction and the management of such party or parties;
C. the business and financial conditions and earnings prospects of the
other party or parties to the transaction, including, but not limited to,
debt service and other existing or likely financial obligations of such
party or parties, the intention of the other party or parties to the
transaction regarding the use of the assets of the Company to finance the
acquisition, and the possible effect of such conditions upon the Company
and its subsidiaries and the other elements of the communities in which the
Company and its subsidiaries operate or are located;
D. the projected social, legal and economic effects of the proposed
action or transaction upon the Company or its subsidiaries, its employees,
suppliers, customers and others having similar relationships with the
Company, and the communities in which the Company and its subsidiaries do
business;
E. the general desirability of the continuance of the Company as an
independent entity; and
F. such other factors as the Continuing Directors (as defined in
Article II) may deem relevant.
ARTICLE IV.
AMENDMENTS.
Notwithstanding any other provisions of the Articles of Incorporation or
the By-Laws of the Company (and notwithstanding the fact that a lesser
percentage or separate class vote may be specified by law, the Articles of
Incorporation or the By-Laws of the Company), the affirmative vote of the
holders of not less than eighty percent (80%) of the votes entitled to be cast
by the holders of all the then outstanding shares of Voting Stock, voting
together as a single class shall be required to amend, change or repeal, or
adopt any provisions inconsistent with, or which modify or permit the
circumvention of, these Articles I, II, III and IV; provided, however, that this
Article IV shall not apply to, and such eighty percent (80%) vote shall not be
required for, any amendment, change, repeal or adoption recommended by a
majority of the Continuing Directors.
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 19240001D
19260012D ARTICLES OF MERGER OF SECRETARY OF STATE
Fee Paid $25.00 STONINGTON & DEER ISLE FILED
C.B. ----- POWER COMPANY November 23, 1987
Date: 2-8-88 (A MAINE CORPORATION) Agent
INTO
BANGOR HYDRO-ELECTRIC COMPANY
(A MAINE CORPORATION)
Pursuant to 13-A MRSA 903, the Board of Directors of each participating
corporation approve and the undersigned corporations, adopt the following
Articles of Merger:
FIRST: The plan of merger is set forth in Exhibit A attached hereto and
made a part thereof.
SECOND: As to each corporation, the shareholders of which voted on such
plan of merger, the number of shares outstanding and the number of shares
entitled to vote on such plan, and the number of such shares voted for and
against the plan as follows:
Name of No. of Shares No. of Shares Voted Voted
Corporation Outstanding Entitled to Vote For Against
------------ ------------ ----------------- ----- --------
Stonington & 40 40 40 0
Deer Isle
Power Company
THIRD: If the shares of any class were entitled to vote as a class, the
designation and number of the outstanding shares of each such class, and the
number of shares of each such class voted for and against the plan, are as
follows:
Name of No. of Shares No. of Shares Voted Voted
Corporation Outstanding Entitled to Vote For Against
------------ ------------ ---------------- ----- --------
N/A
(Include the following paragraph if the merger was
authorized without the vote of the shareholders of the
surviving corporation. Omit if not applicable.)
FOURTH: The plan of merger was adopted by the participating corporation
which is to become the surviving corporation in the merger without any vote of
its shareholders, pursuant to section 902, subsection 5. The number of shares of
each class outstanding immediately prior to the effective date of the merger,
and the number of shares of each class outstanding immediately prior to the
effective date of the merger, and the number of shares of each class to be
issued or delivered pursuant to the plan or merger of the surviving corporation
are set forth as follows:
Number of Shares Number of Shares
Outstanding to be Issued
Immediately Prior or Delivered
Designation to Effective Pursuant to
of Class Date of Merger the Merger
---------------- ---------------------- ---------------
Common 4,450,684 0
7% Preferred 25,000 0
4 1/4 % Preferred 4,840 0
4% Preferred 17,500 0
FIFTH: The address of the registered office in Maine of Stonington & Deer
Isle Power Company, herein designated as the merged corporation, is Main Street,
Sunset, Maine 04683.
The address of the registered office in Maine of Bangor Hydro-Electric
Company, herein designated as the surviving corporation, is 33 State Street, PO
Box 932, Bangor, Maine 04041.
SIXTH: Effective date of the merger (if other than date of filing of
Articles) is . (Cannot exceed 60 days subsequent to filing date of articles, see
905, sub-1.)
Dated: November 23, 1987
Bangor Hydro-Electric Company
(name of corporation)
By \ss\ Frederick S. Samp
Frederick S. Samp, Clerk
Stonington & Deer Isle Power Company
(name of corporation)
By \ss\ Robert L. Platt
Robert L. Platt, Clerk
I certify that I have custody of the minutes showing the above action by the
shareholders of Stonington & Deer Isle Power Company.
\ss\ Robert L. Platt
Robert L. Platt, Clerk
------------------------------------
* The name of the corporation should be typed, and the document must be
signed by (1) Clerk or (2) by the President of a vice-president and by
the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are
no such officers, then by a majority of the Directors or by such
Directors as may be designated by majority of directors then in office
or (4) if there are not such directors, then by the holders, or such of
them as may be designated by the holders, of record of a majority of
all outstanding shares entitled to vote thereon or (5) by the holders
of all of the outstanding shares of the corporation.
FORM NO. MBCA-10
EXHIBIT A
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER, dated as of May 12, 1987 (the
"Agreement") between BANGOR HYDRO-ELECTRIC COMPANY, a Maine corporation
("Bangor"), and STONINGTON & DEER ISLE POWER COMPANY, a Maine corporation
("Stonington").
WHEREAS, the Boards of Directors of Bangor and Stonington have each
determined that it is in the best interests of their respective stockholders for
Stonington to merge with and into Bangor (the "Merger"), upon the terms and
subject to the conditions set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
THE MERGER
Section 1.1. The Merger. On the Effective Date (as defined in Section
1.2.), Stonington shall be merged with and into Bangor in accordance with the
applicable provisions of the law of the State of Maine and the separate
existence of Stonington shall cease. Bangor, as the surviving corporation in the
Merger, shall continue its corporate existence under its present name pursuant
to the laws of the State of Maine.
Section 1.2. Effective Date. As promptly as practicable after the
satisfaction or waiver of the conditions set forth in Article V, the parties
hereto shall cause the Merger to be consummated by filing Articles of Merger
with the Secretary of State of the State of Maine, in such form as required by,
and executed in accordance with the relevant provisions of Maine law (the date
of such filing being the "Effective Date").
Section 1.3. Subsequent Actions. If, at any time after the Effective Date,
Bangor shall consider or be advised that any deeds, bills of sale, assignments,
assurances or any other actions or things are necessary or desirable to vest,
perfect or confirm of record or otherwise in Bangor its right, title or interest
in, to or under any of the rights, properties or assets of Stonington acquired
or to be acquired by Bangor as a result of, or in connection with, the Merger or
otherwise to carry out this Agreement, the officers and directors of Bangor
shall be authorized to execute and deliver, in the name and on behalf of
Stonington, all such deeds, bills of sale, assignments and assurances and to
take and do, in the name and on behalf of Stonington, all such other actions and
things as may be necessary or desirable to vest, perfect or confirm any and all
right, title and interest in, to and under such rights, properties or assets in
Bangor or otherwise to carry out this Agreement.
Section 1.4. Articles of Incorporation. The Articles of Incorporation of
Bangor as in effect on the Effective Date shall continue to be the Articles of
Incorporation of Bangor.
Section 1.5. By-Laws. The By-Laws Of Bangor as in effect on the Effective
Date shall continue to be the By-Laws of Bangor.
Section 1.6. Directors and Officers. The directors and officers of Bangor
as of the Effective Date shall continue to serve as directors and officers in
accordance with the By-Laws of Bangor.
Section 1.7. Conversion of Shares. As of the Effective Date, by virtue of
the Merger and without any action on the part of the holders thereof, each
outstanding share of common stock of Stonington (other than Dissenting Shares as
defined in Section 1.8) shall be cancelled and converted into the right to
receive from Bangor a sum in cash to be computed as follows: 1) a fraction, the
numerator of which is the total common equity of Stonington as of the last day
of the month next preceding the month in which the Effective Date falls, and the
denominator of which is the number of outstanding shares of common stock of
Stonington as of the Effective Date; plus 2) S40,000 divided by the number of
outstanding shares of common stock of Stonington as of the Effective Date. Total
common equity shall be determined from the books of Stonington subject to the
right of Bangor to confirm the amount by an independent audit.
Section 1.8. Dissenting Shares. Notwithstanding any provision of this
Agreement to the contrary, any share of common stock of Stonington held by a
holder who has demanded payment of the fair value of his share in accordance
with Maine law and as of the Effective Date has neither effectively withdrawn
nor lost his right to make such demand ("Dissenting Shares"), shall not be
converted into or represent a right to receive cash pursuant to Section 1.7, but
the holder thereof shall only be entitled to such rights as are granted by Maine
law.
Section 1.9. Surrender of Shares. Each holder of a certificate or
certificates representing any shares cancelled upon the Merger pursuant to
Section 1.7. may on or after the Effective Date surrender such certificate or
certificates to the Assistant Treasurer of Bangor or his designee for a period
of one year after the Effective Date. At the time of such surrender, the
Assistant Treasurer of Bangor or his designee shall make the cash payment
specified in Section 1.7. Stonington agrees that it shall cause the distribution
to holders of record of common stock as of the Effective Date of appropriate
materials to facilitate such surrender.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF STONINGTON
Stonington represents and warrants to Bangor as follows:
Section 2.1. Corporate Organization. Stonington is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Maine and has the requisite corporate power and authority and any necessary
governmental authority to own, operate or lease the properties that it purports
to own, operate or lease and to carry on its business as it is now being
conducted.
Section 2.2. Authority Relative to this Agreement. The execution and
delivery of this Agreement by Stonington and the consummation by Stonington of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Stonington and, subject to obtaining any
necessary stockholder approval of the Merger, no other corporate proceeding is
necessary for the execution and delivery of this Agreement by Stonington, the
performance by Stonington of its obligations hereunder and the consummation by
Stonington of the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Stonington and constitutes a legal, valid and binding
obligation of Stonington, enforceable against it in accordance with its terms
subject to laws affecting the enforcement of creditors' rights and the
availability of equitable remedies.
Section 2.3. No Conflict. The execution and delivery of this Agreement by
Stonington do not, and the performance of this Agreement by Stonington will not,
(a) conflict with or violate any law, regulation, court order, judgment or
decree applicable to Stonington by which any of their property is bound or
affected, (b) violate or conflict with either the Articles of Incorporation or
By-Laws of Stonington, or (c) result in any breach of or constitute a default
(or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination or cancellation of, or result
in the creation of a lien or encumbrance of any of the property or assets of
Stonington pursuant to, any contract, instrument, permit, license or franchise
to which Stonington is a party or by which Stonington or any of its property is
bound or affected.
Section 2.4. Required Filings and Consents. Except for filings or consents
listed as conditions precedent to the obligations of Stonington in Article V,
and except for filing and recordation of appropriate merger documents as
required by Maine Law, Stonington is not required to submit any notice, report
or other filing with any governmental authority, domestic or foreign, in
connection with the execution, delivery or performance of this Agreement or the
consummation of the transactions contemplated hereby, and no waiver, consent,
approval or authorization of any governmental or regulatory authority, domestic
or foreign, is required to be obtained or made by Stonington in connection with
its execution, delivery or performance of this Agreement.
Section 2.5. Common Stock of Stonington. As of the date hereof, Stonington
has issued and outstanding 40 shares of common stock, $100 par value. All
outstanding shares of common stock of Stonington are duly and validly authorized
and issued, fully paid and nonassessable, and none of such shares has been
issued in violation of any preemptive rights of any present or former
shareholders. Stonington has no outstanding securities convertible into or
exercisable for its common stock and is not a party to any other agreements of
any nature whereby it may be obligated to issue additional shares of common
stock.
Section 2.6. Liabilities, Debts, or Obligations. Stonington has no material
liabilities, debts or obligations, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, which have not been fully and
adequately disclosed to Bangor.
Section 2.7. Actions. Suits or Proceedings. To the best knowledge of
management of Stonington, other than matters pending before the Maine Public
Utilities Commission, there are no actions, suits or proceedings pending or
threatened against or affecting Stonington or any of its properties before any
court, arbitrator, or governmental body which would, if determined adversely to
Stonington, have a material adverse effect on the financial condition, business
or operations of Stonington or the ability of Stonington to perform its
obligations under this Agreement.
Section 2.8. Title to Properties. Stonington has as of the date hereof and
as of the Effective Date will have good and marketable title to all of its
properties and assets, free and clear of all restrictions, conditions, liens,
mortgages and encumbrances and similar claims, except as disclosed in writing to
Bangor.
Section 2.9. Brokers' or Finders' Fees. Stonington has not incurred and
will not incur any brokers' or finders' fees in connection with the merger.
Section 2.10. Tax Liabilities. Stonington has filed all Federal, State and
local tax returns required to be filed by it, except those for which valid
extensions of time have been granted, and paid all taxes, assessments, fees and
other governmental charges imposed upon Stonington, or upon any of its
properties, income or franchises which are due and payable, except such taxes,
if any, as are being contested in good faith and as to which adequate reserves
have been provided. Except as to taxes which may result from the transactions
contemplated by this Agreement, and taxes related to contributed property
contributed since January 1, 1987 for which no reserve has been established or
exists (although such taxes will be reflected on the financial statements for
the month next preceding the month in which the Effective Date falls) all known
tax liabilities of Stonington are adequately provided for.
Section 2.11. Employment or Similar Contracts. Stonington does not have any
employment, bonus, pension or similar type contracts, plans or agreements with
any persons.
Section 2.12. Books and Records. The books of account and records of
Stonington accurately reflect the amount and nature of its assets and
liabilities and the transactions represented by such books of account and record
as of the date hereof and as of the Effective Date. Such books of account and
records constitute an accurate basis upon which to determine the investment in
property dedicated to public utility service and to support the appropriate
calculations for rate-making and Federal and State income tax purposes.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF BANGOR
Bangor represents and warrants to Stonington as follows:
Section 3.1. Corporate Organization. Bangor is a corporation duly
organized, validly existing and in good standing under the laws of the State Of
Maine and has the requisite corporate power and authority and any necessary
governmental authority to own, operate or lease the properties that it purports
to own, operate or lease and to carry on its business as it is now being
conducted.
Section 3.2. Authority Relative to this Agreement. The execution and
delivery of this Agreement by Bangor and the consummation by Bangor of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Bangor and no other corporate proceeding is
necessary for the execution and delivery of this Agreement by Bangor, the
performance by Bangor of the obligations hereunder and the consummation by
Bangor of the transactions contemplated hereby. This Agreement has been duly
executed and delivered by Bangor and constitutes a legal, valid and binding
obligation of Bangor, enforceable against it in accordance with its terms,
subject to laws affecting the enforcement of creditors' rights and the
availability of equitable remedies.
Section 3.3. No Conflict. The execution and delivery of this Agreement by
Bangor do not, and the performance of this Agreement by Bangor will not, (a)
violate or conflict with either the Articles of Incorporation or By-Laws of
Bangor, or (b) result in any breach of or constitute a default (or an event of
which with notice or lapse of time or both would become a default) under, or
give to others any rights of termination or cancellation of, or result in the
creation of a lien or encumbrance on any of the property or assets of Bangor
pursuant to, any contract, instrument, permit, license or franchise to which
Bangor is a party or by which Bangor or any of its property is bound or
affected.
Section 3.4. Required Filings and Consents. Except for filings or consents
listed as conditions precedent to the obligations of Bangor in Article V, and
except for filing and recordation of appropriate merger documents as required by
Maine Law, Bangor is not required to submit any notice, report or other filing
with any governmental authority, domestic or foreign, in connection with the
execution, delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby, and no waiver, consent, approval or
authorization of any governmental or regulatory authority, domestic or foreign,
is required to be obtained or made by Bangor in connection with its execution,
delivery or performance of this Agreement
Section 3.5. Actions, Suits or Proceedings. To the best knowledge of the
management of Bangor, there are no actions, suits or proceedings pending or
threatened against or affecting Bangor or any of its properties before any
court, arbitrator, or governmental body which would, if determined adversely to
Bangor, have a material adverse effect on the financial condition, business or
operations of Bangor or the ability of Bangor to perform its obligations under
this Agreement.
ARTICLE IV
CONDUCT OF BUSINESS PENDING THE MERGER
Section 4.1. Acquisition Proposals. Stonington will notify Bangor
immediately if any inquiries or proposals are received by, any information is
requested from, or any negotiations or discussions are sought to be initiated or
continued with Stonington, in each case in connection with any acquisition,
business combination or purchase of all or any significant portion of the assets
of, or any equity interest in Stonington.
Section 4.2. Conduct of Business of Stonington Pending the Merger.
Stonington covenants and agrees that between the date of this Agreement and the
Effective Date, unless Bangor shall otherwise consent in writing, the business
of Stonington shall be conducted only in, and Stonington shall not take any
action except in, the ordinary course of business and in a manner consistent
with past practice; and Stonington will use its best efforts to preserve
substantially intact the business organization of Stonington, to keep available
the services of the present officers, employees and consultants of Stonington
and to preserve the present relationships of Stonington with customers,
suppliers and other persons with which Stonington has significant business
relations.
Section 4.3. Provision of Records and Information. Stonington shall
permit representatives of Bangor to make such independent audit and examination
of its books, contracts, tax returns, orders and other records and properties
and shall furnish Bangor with such additional information as Bangor may
reasonably request. If for any reason this Merger is not consummated, Bangor
will not use confidential information obtained from Stonington in any manner
detrimental to Stonington and will promptly return to Stonington all materials
obtained during the course of any investigation.
Section 4.4. Dividends. Stonington will not declare or pay any dividends on
any outstanding shares or purchase any such shares or make any other
distribution on such shares prior to the Effective Date.
ARTICLE V
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PARTIES
The obligations of Bangor and Stonington pursuant to this Agreement are
subject to the fulfillment and satisfaction at, or prior to the Effective Date,
of each of the following conditions:
Section 5.1 Stockholder Approval. The Merger and this Agreement shall have
been approved and adopted by the stockholders of Stonington.
Section 5.2. Approval by Boards of Directors. All actions required by law
to have been taken by the Board of Directors of Bangor and the Board of
Directors of Stonington in order to effect the Merger and perform this Agreement
shall have been duly and validly taken.
Section 5.3. Representations and Warranties. The representations and
warranties of Bangor and Stonington set forth in Articles II and III shall be
true and correct in all material respects on the date hereof and shall also be
true and correct in all material respects on and as of the Effective Date.
Section 5.4. Approval by the Maine Public Utilities Commission. Bangor and
Stonington shall have obtained all approvals required under Maine Law from the
Maine Public Utilities Commission in order to effect the Merger and perform this
Agreement.
Section 5.5. Approval by the Federal Energy Regulatory Commission. Bangor
and Stonington shall have obtained all approvals required under Federal Law from
the Federal Energy Regulatory Commission in order to effect the Merger and
perform this Agreement.
Section 5.6. Other Required Filings, Consents, Approvals, Licenses,
Exemptions or Registrations. Other than the filing of Articles of Merger with
the Secretary of State of the State of Maine, all other required filings and all
other consents, approvals, licenses, exemptions or registrations required to be
obtained from any court or governmental department, commission, board, bureau,
agency or instrumentality necessary in order to effect the Merger and perform
this Agreement shall have been obtained.
ARTICLE VI
TERMINATION AND ABANDONMENT
This Agreement may be terminated and the Merger abandoned at any time prior
to the Effective Date:
Section 6.1. Mutual Agreement. By mutual agreement of the Boards of
Directors of Bangor and Stonington;
Section 6.2. By Bangor. By the Board of Directors of Bangor if at any time
before the Effective Date, any of the representations or warranties contained in
Article II shall be incorrect or if Stonington is otherwise in default of this
Agreement;
Section 6.3. By Stonington. By the Board of Directors of Stonington if at
any time before the Effective Date, any of the representations or warranties
contained in Article III shall be incorrect or if Bangor is otherwise in default
of this Agreement.
Section 6.4. By Passage of Time. By either party upon two (2) days' written
notice if the Effective Date shall not have occurred by February 29, 1988.
ARTICLE VII
AMENDMENT AND WAIVER
Section 7.1. Amendment. This Agreement may be amended by the parties hereto
at any time prior to the Effective Date. Any amendment shall be by an instrument
in writing signed by the parties hereto.
Section 7.2. Waiver. At any time prior to the Effective Date, either party
hereto may (a) waive any inaccuracies in the representations and warranties
contained herein or in any document delivered pursuant hereto and (b) waive
compliance with any of the agreements or conditions contained herein. Any
agreement on the part of a party hereto to any such waiver shall be valid only
as against such party and only if set forth in an instrument in writing signed
by such party.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and delivered personally or sent by mail to
the parties as follows:
(a) If to Bangor, to:
Robert S. Briggs, Esq.
Bangor Hydro-Electric Company
33 State Street
P. O. Box 932
Bangor, ME 04401
(B) if to Stonington, to:
Robert Platt
Stonington & Deer Isle Power Company
Sunset, ME 04683
Section 8.2. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
Section 8.3. Entire Agreement. This Agreement constitutes the entire
agreement of the parties and supersedes any and all other prior agreements and
undertakings, both written and oral, with respect to the subject matter hereof,
and except as otherwise expressly provided herein, is not intended to confer
upon any other person any rights or remedies hereunder.
Section 8.4. Assignment. This Agreement is not assignable by either party
in any respect without the prior written consent of the other.
Section 8.5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Maine.
Section 8.6. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
shall together constitute one and the same Agreement.
Section 8.7. Expenses. Both parties to this Agreement shall bear their
respective expenses incurred in connection herewith whether or not this
Agreement is consummated, including without limitation the fees of their
respective counsel.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first stated above by their duly authorized officers.
WITNESSES: BANGOR HYDRO-ELECTRIC COMPANY
\ss\ Robert S. Briggs By: \ss\ T.A. Greenquist
Its: President
\ss\ ... STONINGTON & DEER ISLE POWER COMPANY
By: \ss\
Its: Chairman of the Board
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 19240001D SECRETARY OF STATE
Fee Paid $20.00 STATEMENT OF FILED
C.B. ----- RESOLUTION ESTABLISHING December 21, 1989
Date: 12-21-89 SERIES OF SHARES OF Agent
BANGOR HYDRO-ELECTRIC COMPANY
(8.76% Preferred Stock)
Pursuant to 13-A MRSA 503, the undersigned corporation submits the
following for the purpose of establishing and designating a series of shares and
fixing and determining the relative rights and preferences thereof:
FIRST: The attached resolution establishing and designating the series and
fixing and determining the relative rights and preferences thereof was duly
adopted by the Board of Directors on December 20, 1989.
SECOND: The Articles expressly grant to the Board of Directors the
authority to make such a resolution.
THIRD: The address of the registered office of the corporation is: 33 State
Street, PO Box 932, Bangor ME 04401.
Dated: December 20, 1989
Legibly print or Bangor Hydro-Electric Company
type name and (name of corporation)
capacity of all By \ss\ Frederick S. Samp
signers Frederick S. Samp, Clerk
13-A MRSA 104.
------------------------------------
* The name of the corporation should be typed, and the document must be
signed by (1) Clerk or (2) by the President of a vice-president and by
the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are
no such officers, then by a majority of the directors or by such
directors as may be designated by majority of directors then in office
or (4) if there are not such directors, then by the holders, or such of
them as may be designated by the holders, of record of a majority of
all outstanding shares entitled to vote thereon or (5) by the holders
of all of the outstanding shares of the corporation.
FORM NO. MBCA-7
FURTHER RESOLVED that none of the holders of any of the classes or series
of the Preferred Stock, and none of the holders of the Common Stock, of the
Company shall have the preemptive right to subscribe for and take shares of the
8.76% Preferred Stock; and
FURTHER RESOLVED that the Company does hereby appoint and designate Smith
Barney, Harris Upham & Co. Incorporated of New York as its representative in
this sale of the 8.76% Preferred Stock, and does hereby authorize said Smith
Barney, Harris Upham & Co. Incorporated to dispose of said 8.76% Preferred Stock
at private sale at part value; and
FURTHER RESOLVED that the appropriate officers of the Company be and they
hereby are authorized and directed to file with the Maine Public Utilities
Commission an application for approval of the issuance of the 8.76% Preferred
Stock, including any and all amendments thereto, and to do all other acts
necessary or desirable in order to secure the approval of said Maine Public
Utilities Commission; and
FURTHER RESOLVED that upon receipt of the Order of said Maine Public
Utilities Commission relative to the issuance and sale of the 8.76% Preferred
Stock, said Order is to be recorded upon the books of the Company by its Clerk
or Assistant Clerk; and
FURTHER RESOLVED that pursuant to Article XII of the By-Laws of the
Company, said By-Laws be amended in order to set forth the dividend,
designation, terms, conditions and restrictions relative to the 8.76% Preferred
Stock, as follows:
(a) The first paragraph of Article XI, Section 2, is hereby amended to read
as follows:
"Section 2. The 250,000 shares of Preferred Stock shall be available
for classification and reclassification in different classes or series
from time to time. Subject to reclassification upon retirement by
redemption or otherwise, 25,000 shares shall be 7% Preferred Stock,
17,500 shares shall be 4% Preferred Stock, Series A, 4,840 shares shall
be 4 1/4% Preferred Stock, and 150,000 shares shall be 8.76% Preferred
Stock."
(b) The first line of the second paragraph of Article XI, Section 2, is
hereby amended to read as follows:
"The remaining shares, 52,660 in number, plus additional shares...
(c) The fourth sentence of Article XI, Section 3 is hereby amended by
deleting the words "and paragraph (e) of Section 7" so that the sentence reads
as follows:
"Except as provided in paragraph (b) of Section 6, the holders of the
Common Stock are entitled to receive all additional surplus or net
profits which the Directors may order distributed in dividends, after
the dividends above provided for shall have been paid or set apart."
(d) Article XI, Section 4(b) is hereby amended to read as follows:
"(b) If at any time dividends payable on the Preferred Stock shall be
in default in an amount equal to or exceeding four quarterly dividend
payments, or if the Company shall fail to make any required sinking
fund payment on the Preferred Stock, then, until all dividends or
sinking fund payments so in default have been paid or declared and set
apart for payment, the holders of shares of Preferred Stock of each and
every class or series, voting as a single class, shall be entitled, at
any annual meeting during which dividends or sinking fund payments are
so in default, to elect the smallest number of Directors necessary to
constitute a majority of the full Board of Directors, the balance of
the directors to be elected by the holders of shares having general
voting powers."
(e) Article XI, Section 4 is hereby amended by adding a subsection (c) to
read as follows:
"(c) Notwithstanding the provisions of Section 5 of Article III of
these By-Laws, except as provided in paragraph (b) of this Section 4,
the holders of the 8.76% Preferred Stock shall not be entitled to vote
at any meeting of stockholders."
(f) Article XI, Section 5 is hereby amended to read as follows:
Section 5. In case of liquidation or dissolution of the Company, the
assets, irrespective of whether they shall consist of capital assets or
accumulated earnings, shall be distributed as follows: All holders of
Preferred Stock shall be entitled to be paid in full both the par
amount of their shares and an amount equal to the unpaid dividends
accumulated and accrued thereon and, in the case of the 8.76% Preferred
Stock, if such liquidation or dissolution is voluntary an amount equal
to the premium specified in Section 6(a) below, before any amount shall
be paid to the holders of the Common Stock, and in case the assets
shall not be sufficient to pay in full all of the Preferred Stock and
dividends accumulated and accrued thereon, and applicable premium, then
the principal thereof shall first be paid pro rata, thereafter a pro
rata distribution of any excess shall be made on account of the
accumulated dividends, based on the total amount of unpaid dividends
accumulated and accrued thereon, and thereafter a pro rata distribution
of any excess shall be made on account of applicable premium, based on
the total amount of applicable premium, but after such payment to the
holders of the Preferred Stock, the remaining assets and funds shall be
paid to the holders of the Common Stock, according to their respective
shares."
(g) Article XI, Section 6 is hereby redesignated as Article XI Section 6(a)
and is hereby amended to read as follows:
"Section 6. (a) The 7% Preferred Stock shall bear dividends at the rate
of 7% per annum and shall not be redeemable. The 4% Preferred Stock,
Series A, shall bear dividends at the rate of 4% per annum and shall be
redeemable at 112% if called on or prior to October 1, 1950; at 111%
thereafter through October 1, 1951; and after October 1, 1951 at 110%,
plus accrued dividends in every case. The 4 1/4% Preferred Stock shall
bear dividends at the rate of 4 1/4% per annum and shall be redeemable
at 102% is called on or prior to April 1, 1954; at 101% thereafter
through April 1, 1959; and after April 1, 1959 at 100%; plus occurred
dividends in every case. Except as provided in Sections 6(d) through
6(o), the 8.76% Preferred Stock shall bear dividends at the rate of
8.76% per annum and shall not be redeemable prior to December 27, 1994.
Dividends on the 8.76% Preferred Stock shall be cumulative and paid
quarterly no later than the first business day following each January
19, April 19, July 19, and October 19. The 8.76% Preferred Stock shall
be redeemable at the option of the Company as follows:
At 105.63% if called on or prior to December 27, 1995;
At 105.01% if called on or prior to December 27, 1996;
At 104.38% if called on or prior to December 27, 1997;
At 103.75% if called on or prior to December 27, 1998;
At 103.13% if called on or prior to December 27, 1999;
At 102.50% if called on or prior to December 27, 2000;
At 101.88% if called on or prior to December 27, 2001;
At 101.25% if called on or prior to December 27, 2002;
At 100.63% if called on or prior to December 27, 2003;
and after December 27, 2003 at 100%;
plus accrued dividends in every case.
Preferred Stock, which is the subject of redemption, may be called in whole or
in part upon any dividend payment date by appropriate resolution adopted by the
Board of Directors at any regular or special meeting upon 60 days' written
notice to the owners thereof of record to be given by mailing copies of the
notice of redemption, postage prepaid, addressed to such owners at their
addresses as shown on the books of the Company. In the case of the 8.76%
Preferred Stock, notice of redemption to the owners thereof of record shall be
by certified mail, postage prepaid, or by a nationally recognized overnight
delivery service. If less than all of the outstanding shares of any class or
series of Preferred Stock shall be redeemed at any time, the stock to be so
redeemed shall be determined by lot, in such manner as the Board of Directors
may determine and prescribe, except that the shares of the 8.76% Preferred Stock
shall be redeemed pro rata."
(h) Article XI, Section 6 is hereby amended by adding a subsection (b) to
read as follows:
"(b) The 8.76% Preferred Stock shall also be subject to redemption
through the operation of a sinking fund (hereinafter called the Sinking
Fund) at the redemption price of $100 per share plus an amount equal to
the dividends accrued and unpaid thereon to the redemption date,
whether or not earned or declared (the Sinking Fund Redemption Price).
For the purposes of the Sinking Fund, out of any net assets of the
Company legally available therefor remaining after full cumulative
dividends upon all Preferred Stock then outstanding to the end of the
current dividend period therefor shall have been paid or declared and
set apart for payment, the Company shall set aside in cash annually on
December 27 in each year commencing with December 27, 1995, an amount
sufficient to redeem at the Sinking Fund Redemption Price, 15,000
shares of the 8.76% Preferred Stock. The Sinking Fund shall be
cumulative so that if on any such December 27 the net assets of the
Company legally available therefor shall be insufficient to permit any
such amount to be set aside in full, or if for any other reason such
amount shall not have been set aside in full, the amount of the
deficiency shall be set aside but without interest, before any dividend
shall be paid or declared, or any distribution made on any junior
shares or any junior shares shall be purchased, redeemed, or otherwise
acquired by the Company, or any monies shall be paid to or set aside
for by the Company, or any monies shall be paid to or set side for the
purchase or redemption of any junior shares. Notwithstanding the
foregoing, the Company may at any time (1) pay dividends in junior
shares or (2) purchase, redeem or otherwise acquire junior shares in
exchange for, or out of the proceeds from the current sale of, other
junior shares. As used herein the term "junior shares" shall mean
Common Stock or any other shares ranking junior to the 8.76% Preferred
Stock either as to dividends upon liquidation, dissolution or winding
up. Monies in the Sinking Fund shall be applied (and disbursed) on such
December 27 to redemption of the shares of the 8.76% Preferred Stock.
The Company shall, prior to each such Sinking Fund redemption, give
notice of redemption, as specified in subsection (a) of this Section 6,
of such number of shares of the 8.76% Preferred Stock as may be
required to satisfy the Sinking Fund."
(i) Article XI, Section 6 is hereby amended by adding a subsection (c) to
read as follows:
"(c) In addition, the Company shall have the right, at its option, to
redeem at the Sinking Fund Redemption Price on December 27, 1995 and on
any December 27 thereafter an additional number of shares of the 8.76%
Preferred Stock up to but not exceeding 15,000 shares, provided,
however, that the aggregate number of shares of the 8.76% Preferred
Stock which may be redeemed pursuant to this Section 6(c) may not
exceed 30,000 shares. Notice of any such redemption shall be as
specified in subsection (a) of this Section 6. These rights shall not
be cumulative and shall be lost to the extent not exercised. Any
redemption of shares of the 8.76% Preferred Stock pursuant to this
Section 6(c) shall not operate to reduce the number of shares which the
Company is obligated to redeem pursuant to Section 6(b)."
(j) Article XI, Section 6 is hereby amended by adding a subsection (d) to
read as follows:
"(d) At all times that dividends on the 8.76% Preferred Stock are
payable pursuant to these By-Laws, the Company will treat the 8.76%
Preferred Stock as stock and not as indebtedness and will treat the
dividends paid with respect to the 8.76% Preferred Stock as dividends
(within the meaning of Section 316 of the Internal Revenue Code of 1986
as amended (the "Code")) to the maximum extent permitted under the
Code."
(k) Article XI, Section 6 is hereby amended by adding a subsection (e) to
read as follows:
"(e) At all times that dividends on the 8.76% Preferred Stock are
payable pursuant to these By-laws, the Company will not:
"(1) take any action which would require or permit the Company
to treat the dividends paid with respect to the 8.76% Preferred Stock
as interest for any purpose or to treat the 8.76% Preferred Stock as
indebtedness for any purpose;
"(2) exercise any option or election that may at any time be
available under the Code or otherwise to deduct all or part of the
dividends paid with respect to the 8.76% Preferred Stock if so doing
would reduce the after-Federal income tax yield per annum on such
dividends to any corporate holder of the 8.76% Preferred Stock;
"(3) change its place of incorporation, by merger or
otherwise, to a jurisdiction other than the District of Columbia or one
of the 50 states of the United States; or
"4) otherwise take any action which would cause the
Dividend-Received Deduction contained in Section 243 of the Code to
cease to be available with regard to dividends paid with respect to the
8.76% Preferred Stock to a corporate holder of 8.76% Preferred Stock
otherwise eligible to claim the Dividend-Received Deduction."
(l) Article XI, Section 6 is hereby amended by adding a subsection (f) to
read as follows:
"(f) In the event that the Company shall fail to take the action
required in subsection (d) of this Section 6, or shall take any of the
actions referred to in subsection (e) of this Section 6, then the
Company will pay to each corporate holder of 8.76% Preferred Stock, in
addition to all dividends required to be paid on the 8.76% Preferred
Stock, such amount as is necessary so that the after-Federal income tax
yield per annum from dividends and such additional payments on the
8.76% Preferred Stock is 7.8665% (or 7.5538% in the case of a corporate
holder subject to Section 832(b) of the Code) to such corporate holder
at a Federal income tax rate equal to 34%. Payments pursuant to the
preceding sentence shall be made to the extent necessary with respect
to any and all dividends on the 8.76% Preferred Stock (whether such
dividends are paid before, at the same time as or after the action or
failure to act); provided, that no such payments pursuant to this
subsection (f) shall be made to any particular corporate holder until
such corporate holder has provided the Company with a written notice
specifying (1) that such holder requires indemnification under this
subsection (f), (2) the amount to be paid by the Company to such
holder, and (3) supporting calculations and that in the event that a
corporate holder makes a written demand for indemnification pursuant to
this subsection (f), the Company shall thereafter, on each date
subsequent to the date of the action or failure to act giving rise to
such demand on which dividends are paid on the 8.76% Preferred Stock,
in addition to such dividends, pay to such holder the amount set forth
in the demand for indemnification previously furnished to the Company
until such time as such holder furnishes written notice, including
supporting calculations, to the Company that indemnification is
required, whether pursuant to this subsection, subsection (h) or
otherwise, at a greater or lesser rate."
(m) Article XI, Section 6 is hereby amended by adding a subsection (g) to
read as follows:
"(g) If the Company shall pay a dividend in respect of the 8.76%
Preferred Stock which constitutes, in whole or in part, a return of
capital for Federal income tax purposes not eligible for the
Dividend-Received Deduction, then the Company will pay to each
corporate holder of 8.76% Preferred Stock, in addition to all dividends
required to be paid on the 8.76% Preferred Stock, an amount (the
"Indemnity Amount") as is necessary so that the after-Federal income
tax yield per annum from such non-qualifying dividends and such
additional payments on the 8.76% Preferred Stock is 7.8665% (or 7.5538%
in the case of a corporate holder subject to Section 832(b) of the
Code). For the purposes of calculating the Indemnity Amount it will be
assumed that each corporate holder is subject to, and pays, Federal
income tax at the highest marginal rate in the case of "ordinary
income" and the highest marginal rate in the case of long-term "capital
gains," in the year in which the Indemnity Amount is paid; provided,
that no such Indemnity Amount shall be paid to any particular corporate
holder until the earlier of (1) the time of the sale, exchange or
redemption (including a sinking fund purchase or redemption) of the
8.76% Preferred Stock, or (2) the time additional Federal income taxes,
including estimated taxes, resulting from the payment of dividends on
the 8.76% Preferred Stock in any calendar year which constitute, in
whole or in part, a return of capital for Federal income tax purposes
not eligible for the Dividend-Received Deduction, are paid or would
have been paid if the corporate holder were liable for Federal income
tax; provided, further, that in the case of a sale or exchange of the
8.76% Preferred Stock, such Indemnity Amount shall be paid at the later
of 1) fourteen (14) days after notice of such sale or exchange is given
to the Company by such corporate holder, or (2) the occurrence of such
sale or exchange; and provided, further, that if such Indemnity Amount
cannot be determined at the time of the sale, exchange or redemption
(i.e., the sale, exchange or redemption of the 8.76% Preferred Stock
are, in whole or in part, a return of capital) then the Company shall
pay such Indemnity Amount at the earlier of (1) forty-five (45) days
after the end of the calendar year, or (2) the time when the Indemnity
Amount can be determined."
(n) Article XI, Section 6 is hereby amended by adding a subsection (h) to
read as follows:
"(h) In the event that, after December 27, 1989, Federal legislation is
enacted (whether in the form of an amendment of the Code or otherwise)
which (whether by the terms of such legislation or by U.S. Treasury
regulations promulgated thereunder or a ruling published by the
Internal Revenue Service) (1) causes or makes any corporate holder of
8.76% Preferred Stock ineligible to claim the Dividend-Received
Deduction in connection with dividends paid on the 8.76% Preferred
Stock or (2) reduces the effective rate, either directly or indirectly
(such as by taking into account any proration required by Section
832(b) of the Code), of the Dividend-Received Deduction which any
corporate holder of 8.76% Preferred Stock may claim in connection with
dividends paid on the 8.76% Preferred Stock, the Company will pay to
each such corporate holder, in addition to all dividends required to be
paid on the 8.76% Preferred Stock, such amount as is necessary so that
the after-Federal income tax yield per annum from dividends and such
additional payments on the 8.76% Preferred Stock is 7.8665% (or 7.5538%
in the case of a corporate holder subject to Section 832(b) of the
Code) to such corporate holder based on an assumed Federal income tax
rate of 34%. Payments pursuant to the preceding sentence shall be made
to the extent necessary with respect to any and all dividends on the
8.76% Preferred Stock (whether such dividends are paid before, at the
same time as or after the enactment of such legislation or the issuance
of such regulations or ruling); provided, that no such payments shall
be made to any particular corporate holder until such holder has
provided the Company with a written notice, at any time subsequent to
the effective date of such legislation, regulations or ruling, as the
case may be, specifying (i) that such holder requires indemnification
from the Company for the amount of loss incurred by the holder due to
such legislation, regulations or ruling, as the case may be, (ii) the
amount to be paid by the Company to such holder so that the
after-Federal income tax yield per annum from dividends and such
additional payments on the 8.76% Preferred Stock is 7.8665% (or 7.5538%
in the case of a corporate holder subject to Section 832(b) of the
Code) to such corporate holder based on an assumed Federal income tax
rate of 34% and (iii) supporting calculations. In the event that a
corporate holder makes a written demand for indemnification pursuant
hereto, the Company shall thereafter, on each date subsequent to the
effective date of such legislation, regulations or ruling, as the case
may be, on which dividends are paid on the 8.76% Preferred Stock, in
addition to such dividends, pay to such holder the amount set forth in
the demand for indemnification previously furnished to the Company
until such time as such holder furnishes written notice, including
supporting calculations, to the Company that indemnification is
required, whether pursuant to this subsection (h), subsection (f) or
otherwise, at a greater or lesser rate. In the event that further
legislation, U.S. Treasury regulations or rulings published by the
Internal Revenue Service, if any, further limit the eligibility to
claim the Dividend-Received Deduction in connection with dividends paid
with respect to the 8.76% Preferred Stock by any corporate holder
thereof or further reduce the effective rate of the Dividend-Received
Deduction which any corporate holder of 8.76% Preferred Stock may claim
in connection with dividends paid on the 8.76% Preferred Stock, then
any such corporate holder may deliver another notice pursuant to this
subsection (h) requesting a new payment amount."
(o) Article XI, Section 6 is hereby amended by adding a subsection (i) to
read as follows:
"(i) In the event that the Company shall become obligated to make a
payment to any holder of 8.76% Preferred Stock pursuant to subsection
(h) of this Section 6, then the Company shall have the right at its
option within 30 days after receipt of notice from any holder seeking
indemnification pursuant to subsection (h) (but not at a time
thereafter that the Company is no longer obligated to make such a
payment), to purchase all or a portion of the 8.76% Preferred Stock
held by such holder at $100 per share plus accrued dividends to the
date of purchase; provided, that, the Company shall have no obligation
to make a payment pursuant to subsection (h) and shall have no right to
purchase the 8.76% Preferred Stock of a holder pursuant to this
subsection (i) if such holder waives the Company's obligation to make
payment pursuant to subsection (h) within 60 days after receipt of the
Company's notice exercising its right to purchase 8.76% Preferred Stock
pursuant to this subsection (i); and provided, further, that if the
Company becomes obligated (and such obligation has not been waived) to
make payments pursuant to such subsection (h) to holders of 50% or more
of then outstanding 8.76% Preferred Stock, the Company shall be
entitled to so purchase all, but not part, of the then outstanding
8.76% Preferred Stock; and provided, further, that in no event shall
the Company be relieved of its obligation to make any payment required
under subsection (h) with respect to any dividends payable, prior to
the actual date of purchase by the Company of 8.76% Preferred Stock, to
any corporate holder whose 8.76% Preferred Stock is purchased by the
Company pursuant to this Section 6."
(p) Article XI, Section 6 is hereby amended by adding a subsection (j) to
read as follows:
"(j) In calculating the payments to be made to a corporate holder under
subsections (f), (g) or (h), such holder shall take into account any
and all payments (including, without limitation, taxes, interest and
penalties) that such holder is required to make as a result of the
event or events that resulted in the demand for indemnification
pursuant to such subsections. All amounts payable under subsections
(f), (g) and (h) of this Section 6 shall be considered contract claims
taxable as ordinary income not eligible for the Dividend-Received
Deduction."
(q) Article XI, section 6 is hereby amended by adding a subsection (k) to
read as follows:
"(k) In computing "after-Federal income tax yield" to any corporate
holder of 8.76% Preferred Stock in any particular taxable year from
dividends paid with respect to the 8.76% Preferred Stock for purposes
of this Section 6, (1) only Federal income taxes shall be considered,
(2) the effective rate of the Dividend-Received Deduction available to
a corporate holder of 8.76% Preferred Stock in any particular taxable
year shall be determined by taking into account any applicable
provision of the Code (including, without limitation, section 832(b))
that reduces or enlarges the amount of any other deduction, exclusion
or adjustment that would otherwise be available to such holder for such
taxable year, if such reduction or enlargement is required to be made
because such holder is entitled to the benefits of the
Dividend-Received Deduction and by taking into account any reduction or
enlargement in the effective rate of the Dividend-Received Deduction
required to be made because such holder or any income or loss of such
holder is subject to any applicable provision of the Code other than
Section 234 (a)(1), (3) except to the extent provided in clause (2)
above, the Dividend-Received Deduction of the 1990 calendar year shall
be deemed to be 70%, (4) for the purposes of subsection (j) the maximum
marginal rate applicable to dividends received by corporations in the
first full taxable year in which the 8.76% Preferred Stock is issued
and outstanding shall be deemed to be 34%, (5) except to the extent
required by the provisions of clause (2) above, the dividends paid with
respect to the 8.76% Preferred Stock to a corporate holder thereof in
such particular taxable year shall be deemed to be the only item of
income for such particular taxable year of such holder, (6) the
Dividend-Received Deduction, if actually available (disregarding any
disallowance pursuant to Code Section 246A) to such holder for such
particular taxable year, and only to the extent actually available to
such holder for such particular taxable year, as detailed in clause (2)
above, shall be deemed to be the only deduction or exclusion available
to such holder, except as otherwise provided in clause (2) above, and
(7) for the purposes of subsection (j) the rate of Federal income tax
imposed with respect to the receipt of ordinary income (i.e., contract
claims) shall be deemed to be the maximum marginal rate applicable to
ordinary income received by corporations in such particular taxable
year. In the case of a holder of 8.76% Preferred Stock who did not own
any 8.76% Preferred Stock for the 1990 calendar year, the computation
shall be made as though such holder has owned 8.76% Preferred Stock in
such taxable year."
(r) Article XI, Section 6 is hereby amended by adding a subsection (1) to
read as follows:
"(1) Any references to the after-Federal income tax yield per annum
referred to in this Section 6 shall be adjusted in accordance with
subsection (o) of this Section 6."
(s) Article XI, Section 6 is hereby amended by adding a subsection (m) to
read as follows:
"(m) As referred to in Note 5 to the Company's financial statements
included in its Quarterly Report on Form 10-Q for the quarter ended
September 30, 1989, an adjustment in the Federal income tax liability
of the Company has been proposed by the Internal Revenue Service. Such
proposed adjustment relates to the Company's Federal income tax
treatment of certain issues which relate to the Company's ownership and
subsequent sale of its interest in the Seabrook project and the
Company's abandonment of Seabrook Unit 2."
(t) Article XI, Section 6 is hereby amended by adding a subsection (n) to
read as follows:
"(n) In the event that, as a result of the proposed adjustment asserted
in the Internal Revenue Service Audit described in subsection (m)
above,
"(1) the Company shall reduce or be required by generally accepted
accounting principles, the Federal Energy Regulatory Commission
or the Maine Public Utilities Commission to reduce its Retained
Earnings in the cumulative amount, including tax liability,
interest and penalties, of $15 million or more; and
"(2) during the twelve-month period subsequent to the reduction or
required reduction in Retained Earnings referred to in subsection
(n)(1) above, the holders of the 8.76% Preferred Stock shall not
have received written notification, addressed to them and dated
after the date of the reduction or required reduction in Retained
Earnings referred to in subsection (n)(1) above, from either
Moody's Investors Service, Inc. ("Moody's") or Standard and
Poor's Corporation ("S&P") that the 8.76% Preferred Stock has a
rating of at least "baa3" from Moody's or "BBB-" from S&P; and
"(3) any holder provides written notice to the Company, within 30 days
after the beginning of each of the fifth through twelfth quarters
following the reduction in Retained Earnings or requirement to
reduce Retained Earnings referred to in subsection (n)(1) above,
that it elects to receive an increased dividend rate on the 8.76%
Preferred Stock held by it pursuant to this subsection (n);
then commencing at the beginning of the first quarter during which the
notice referred to in subsection (n)(3) above is provided, the dividend
rate payable on such 8.76% Preferred Stock for that quarter and each
subsequent quarter shall increase by 50 basis points per quarter to a
maximum increase of 300 basis points (an 11.76% dividend rate per
annum); provided, that so long as the Company is obligated to pay an
increased dividend rate pursuant to this subsection (n), the Company
shall have the right at its option to purchase, upon 30 days' written
notice to each holder of 8.76% Preferred Stock as to which notice
referred to in subsection (n)(3) above has been given, all, but not
part, of such 8.76% Preferred Stock held by such holder at $100 per
share plus accrued dividends to the date of purchase; provided,
further, that under no circumstances shall the Company be relieved of
its obligation to pay an increased dividend pursuant to this subsection
(n) prior to the actual date of purchase by the Company of the 8.76%
Preferred Stock; and provided, further, that if subsequent to the
receipt of the notice referred to in subsection (n)(3) above, the
Company shall receive notification from Moody's or S&P that the 8.76%
Preferred Stock has a rating of at least "baa3" from Moody's or "BBB-"
from S&P, then (i) the Company shall give notice to each holder of
8.76% Preferred Stock entitled to an increased dividend rate pursuant
to this subsection (n) that, commencing with the beginning of the
quarter following the mailing of such notification, the dividend rate
payable on such 8.76% Preferred Stock shall be reduced to 8.76% per
annum, and (ii) the Company shall have no further right to purchase the
8.76% Preferred Stock pursuant to this subsection (n)."
(u) Article XI, Section 6 is hereby amended by adding a subsection (o) to
read as follows:
"(o) So long as the Company is required to pay any holder of 8.76%
Preferred Stock an increased dividend rate pursuant to subsection (n),
the after-Federal income tax yield applicable to any payments to be
made pursuant to subsections (f), (g) and (h) of this Section 6 shall
be increased as follows:
After-Federal
Increase in After-Federal Income Tax Yield
Dividend Rate Income Tax to Holder Subject
(Basis Points) Yield to Section 832(b)
--------------- ------------- -----------------
50 8.3155 7.9849
100 8.7645 8.4161
150 9.2135 8.8472
200 9.6625 9.2784
250 10.1115 9.7095
300 10.5605 10.1407"
FURTHER RESOLVED that any and all requirements of prior notice of proposed
amendments or alterations of the By-Laws, including the notice requirements
contained in Article XII, Section 2 of the By-Laws, are hereby waived, and that
the foregoing amendments to the By-Laws are adopted effective as of the date
hereof without further action of the Board of Directors; and
FURTHER RESOLVED that the appropriate officers of the Company and each of
them be and they are hereby are authorized and directed to prepare, execute and
file with the Secretary of State of the State of Maine, a Statement of
Resolution Establishing Series of Shares in accordance with 13-A M.R.S.A. 503
incorporating the relative rights and preferences of the 8.76% Preferred Stock
set forth in Article XI of the By-Laws of the Company as hereinbefore amended
and including such other information as may be required by applicable law, rule
or regulation; and
FURTHER RESOLVED that the form of proposed agreement (draft of December 14,
1989) presented to the Board of Directors for the sale of the 8.76% Preferred
Stock to the purchaser named therein is hereby approved; that the Chairman of
the Board and Chief Executive Officer, the President and Chief Operating
Officer, the Treasurer, or any Vice President of the Company or any of them be
and each of them is hereby authorized to execute the same in substantially the
form presented as aforesaid with such changes as the officer executing the same
may approve acting under the advice of counsel for the Company, and that the
execution and delivery of said agreement shall be conclusive evidence of such
approval; and
FURTHER RESOLVED that the form of certificate for the 8.76% Preferred Stock
as presented to the Board of Directors is hereby approved; that the Chairman of
the Board and Chief Executive Officer, the President and Chief Operating
Officer, the Treasurer, or any Vice President of the Company or any of them be
and each of them is hereby authorized to issue a certificate or certificates in
substantially the form presented as aforesaid; and
FURTHER RESOLVED that all the powers and duties of Fleet Bank of Maine, as
Transfer Agent and Registrar for the shares of Preferred Stock of the Company
(the "Transfer Agent and Registrar") are hereby extended upon the same terms and
conditions to cover the transfer and registration of the 8.76% Preferred Stock;
and that the proper officers of the Company be, and each of them hereby is,
authorized and directed to give the Transfer Agent and Registrar such
instructions as may be appropriate to effect the issuance and sale of the 8.76%
Preferred Stock; and
FURTHER RESOLVED that the Chairman of the Board and Chief Executive
Officer, the President and Chief Operating Officer, the Treasurer, or any Vice
President of the Company or any of them be and each of them is hereby authorized
in the name of and on behalf of the Company to pay to the Transfer Agent and
Registrar all proper fees and charges arising out of or in connection with the
performance by it of its duties in connection with the Shares, and to pay any
and all expenses and fees arising in connection with the issuance and sale of
the 8.76% Preferred Stock; and
FURTHER RESOLVED that the appropriate officers of the Company and each of
them be and they hereby are authorized and directed to make, sign, execute,
verify, acknowledge and deliver, or cause to be made, signed, executed,
verified, acknowledged and delivered, any and all such orders, certificates,
directions, requests and other appropriate instruments and to do all such acts
and things as may be reasonably be required from time to time hereafter to give
effect to the foregoing votes, or any of them, or to otherwise effect the
issuance and sale of the 8.76% Preferred Stock.
For use by the
Secretary of State
STATE OF MAINE MAINE
File No. 19240001D ARTICLES OF AMENDMENT SECRETARY OF STATE
Fee Paid $11,250-$35 (Amendment by Share- FILED
C.B. ------- holders Voting as June 5, 1992
Date: 6-9-92 Separate Class) OF Agent
BANGOR HYDRO-
ELECTRIC COMPANY
a Quasi-Public Corporation
Pursuant to 13-A MRSA 805 and 807, the undersigned corporation adopts these
Articles of Amendment.
FIRST: As set out in detail in "THIRD", one or more classes of shares of
the corporation were entitled to vote on the following amendment as a separate
class.
SECOND: The amendment to the Articles of Incorporation of the corporation
set out in Exhibit A attached hereto was adopted by the shareholders thereof at
a meeting legally called and held on May 20, 1992.
THIRD: On said date, the number of shares of each class outstanding and
entitled to vote on such amendment (whether or not entitled to vote as a
separate class), the manner in which each such class was entitled to vote
(whether or not as a separate class), and the number of shares voted for and
against said amendment, respectively, were as follows:
Designation of Manner No. of Shares
Each Class In Which Outstanding
However Entitled Entitled And Entitled Voted Voted
to vote To Vote To Vote For Against
----------------- --------- ------------- ------ --------
Common As a Class 5,370,684 3,110,728 545,539
$5 par value
Preferred Stock, As a Class 197,340* 173,031 374
$100 par value ----------- --------- ---------
Total of All Classes 5,568,024 3,283,759 545,913
========= ========= =========
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares the manner in which the same shall be effected is
contained in Exhibit B attached hereto, if it is not set forth in the amendment
itself.
*FIFTH: If such amendment effects a change in the number or par values of
authorized shares the number of shares which the corporation has authority to
issue after giving effect to such amendment is as follows:
Series Number Par Value
Class (If any) of Shares (If any)
----- -------- --------- ---------
Common N/A 7,500,000 $ 5
Preferred 400,000 100
The aggregate par value of all such shares (of all classes and series)
having par value is $77,500,000.
The total number of all such shares (of all classes and series) without par
value is -0- shares.
SIXTH: The address of the registered office of the corporation in the State
of Maine is 33 State Street, PO Box 932, Bangor, Maine 04401.
Dated: June 3, 1992
Legibly print or Bangor Hydro-Electric Company
type name and (name of corporation)
capacity of all By \ss\ Frederick S. Samp
signers Frederick S. Samp, Clerk
I certify that I have custody of the minutes showing the above action by the
shareholders.
\ss\ Frederick S. Samp
Frederick S. Samp, Clerk
NOTE: Shares may be entitled to vote as a separate class for any of the
reasons stated in 806, or if so provided in the Articles. For vote
necessary for adoption, see 805.
------------------------------------
* To be completed only if Exhibit A or B do not give this required
information.
** The name of the corporation should be typed, and the document must be
signed by (1) Clerk or (2) by the President of a vice-president and by
the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are
no such officers, then by a majority of the Directors or by such
Directors as may be designated by majority of Directors then in office
or (4) if there are not such Directors, then by the holders, or such of
them as may be designated by the holders, of record of a majority of
all outstanding shares entitled to vote thereon or (5) by the holders
of all of the outstanding shares of the corporation.
FORM NO. MBCA-9A
BANGOR HYDRO-ELECTRIC COMPANY
EXHIBIT A TO ARTICLES OF AMENDMENT DATED JUNE 3, 1992
RESOLVED that the Articles of Incorporation of the Company, as amended
to date, be further amended to increase the Company's authorized
capital stock by $15,000,000, such increase to be represented by
150,000 shares of Preferred Stock of the par value of $100 each, so
that the total amount of authorized capital stock of the Company will
be $77,500,000 represented by 400,000 shares of Preferred Stock of the
par value of $100 each and 7,500,000 shares of Common Stock of the par
value of $5 each.
Filing Fee (See Sec. 1-01) This Space for Use By
For Use by The Secretary of State
Secretary of State
STATE OF MAINE
File No. _______ ARTICLES OF AMENDMENT
Fee Paid _______ (Amendment by Share-
C.B. _______ holders Voting as
Date: _______ Separate Class) OF
BANGOR HYDRO-
ELECTRIC COMPANY
a Quasi-Public Corporation
Pursuant to 13-A MRSA Section 805 and 807, the undersigned corporation adopts
these Articles of Amendment.
FIRST: As set out in detail in "THIRD", one or more classes of shares of
the corporation were entitled to vote on the following amendment as a separate
class.
SECOND: The amendment to the Articles of Incorporation of the corporation
set out in Exhibit A attached hereto was adopted by the shareholders thereof at
a meeting legally called and held on May 18 and June 16, 1994.
THIRD: On said date, the number of shares of each class outstanding and
entitled to vote on such amendment (whether or not entitled to vote as a
separate class), the manner in which each such class was entitled to vote
(whether or not as a separate class), and the number of shares voted for and
against said amendment, respectively, were as follows:
Designation of Manner No. of Shares
Each Class In Which Outstanding
However Entitled Entitled And Entitled Voted Voted
to vote To Vote To Vote For Against
----------------- --------- ------------- ------ --------
ON COMMON STOCK
Common Stock
$5 par value As a Class 6,245,174 4,459,161 474,723
Preferred stock
$100 par value As a Class 47,340 34,193 2,608
--------- --------- -------
Total of all 6,292,514 4,493,354 477,331
ON PREFERRED STOCK
Common Stock
$5 par value As a Class 6,245,174 3,409,615 651,515
Preferred Stock
$100 par value 197,340* 163,962 9,688
---------- --------- ---------
Total of All Classes 6,442,514 3,573,577 661,203
* Includes 150,000 shares with no general voting power.
FOURTH: If such amendment provides for exchange, reclassification or
cancellation of issued shares the manner in which the same shall be effected is
contained in Exhibit B attached hereto, if it is not set forth in the amendment
itself.
*FIFTH: If such amendment effects a change in the number or par values of
authorized shares the number of shares which the corporation has authority to
issue after giving effect to such amendment, is as follows:
Series Number Par Value
Class (If any) of Shares (If any)
----- -------- --------- ---------
Common Stock
$5 par value N/A 10,000,000 $ 5
Preferred Stock
$100 par value As determined 600,000 $100
by Board of
Directors
The aggregate par value of all such shares (of all classes and series)
having par value is $10,000,000.
The total number of all such shares (of all classes and series) without par
value is -0- shares.
SIXTH: The address of the registered office of the corporation in the State
of Maine is 33 State Street, PO Box 932, Bangor, Maine 04402-0932.
Dated: August 11, 1994
Legibly print or Bangor Hydro-Electric Company
type name and (name of corporation)
capacity of all By \ss\ Frederick S. Samp
signers Frederick S. Samp, Clerk
13-A MRSA Section 104. By --------------------------
I certify that I have custody of the minutes showing the above action by the
shareholders.
\ss\ Frederick S. Samp
NOTE: Shares may be entitled to vote as a separate class for any of the
reasons stated in Section 806, or if so provided in the Articles. For
vote necessary for adoption, see Section 805.
* To be completed only if Exhibit A or B do not give this required
information.
** The name of the corporation should be typed, and the document must be
signed by (1) Clerk or (2) by the President or a vice-president and by
the Secretary or an assistant secretary or such other officer as the
bylaws may designate as a second certifying officer or (3) if there are
no such officers, then by a majority of the directors or by such
directors as may be designated by majority of directors then in office
or (4) if there are no such directors, then by the holders, or such of
them as may be designated by the holders, of record of a majority of
all outstanding shares entitled to vote thereon or (5) by the holders
of all of the outstanding shares of the corporation.
FORM NO. MBCA-9A
BANGOR HYDRO-ELECTRIC COMPANY
EXHIBIT A TO ARTICLES OF AMENDMENT DATED JULY 1, 1994
RESOLVED that the Articles of Incorporation of the Company, as amended
to date, be further amended to increase the Company's authorized
capital stock by $32,500,000, such increase to be represented by
200,000 shares of Preferred Stock of the par value of $100 each, and
2,500,000 shares of common stock of the par value of $5 each, so that
the total amount of authorized capital stock of the Company will be
$110,000,000 represented by 600,000 shares of Preferred Stock of the
par value of $100 each and 10,000,000 shares of Common Stock of the par
value of $5 each.
Dates Referenced Herein and Documents Incorporated by Reference
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